Common use of System Plan Clause in Contracts

System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Midstream Co by or on behalf of Producer, including as a result of meetings between representatives of Midstream Co and Producer, Midstream Co shall develop and periodically update a plan (the “System Plan”) describing or depicting the modifications, extensions, enhancements, major maintenance and other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the ▇▇▇▇▇ and Separator Facilities described in the most recent Development Report (including Planned ▇▇▇▇▇, Planned Separator Facilities and changes in anticipated production from existing ▇▇▇▇▇ and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such modifications, extensions, enhancements, major maintenance, or other actions to the System (the “Modifications”) and not to provide Services for any ▇▇▇▇▇ or Separator Facilities included in a Development Report delivered by a Producer that is not the Original Producer. If (i) Midstream Co elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Midstream Co, the “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Midstream Co to make such cancelled Modifications exceeds $100,000.00, then Producer shall reimburse Midstream Co for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Midstream Co through the Cancellation Date to make such Modifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Midstream Co and Producer) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part; (ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) Reserved; (iv) all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned ▇▇▇▇▇ not intended to be serviced by a Separator Facility) Planned ▇▇▇▇▇ set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; (v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned ▇▇▇▇▇, as applicable, included in the most recent Development Report; (vi) the allocation methodologies to be used by Midstream Co with respect to System Gains/ Losses, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate and Flash Gas) and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies (A) shall permit allocations to be made by Midstream Co in a commercially reasonable manner; and (B) be based upon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Midstream Co, Midstream Co shall allocate, in a manner that is commercially reasonable and determined by Midstream Co in good faith, to a particular Receipt Point, the Flash Gas and Drip Condensate from a Facility Segment. (vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Midstream Co be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Midstream Co shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Midstream Co of the applicable Development Report or amendment thereto.

System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Midstream Co by or on behalf of Producer, including as a result of meetings between representatives of Midstream Co and Producer, Midstream Co shall develop and periodically update a plan (the “System Plan”) describing or depicting the modifications, extensions, enhancements, major maintenance and other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the ▇▇▇▇▇ and Separator Facilities described in the most recent Development Report (including Planned ▇▇▇▇▇, Planned Separator Facilities and changes in anticipated production from existing ▇▇▇▇▇ and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such modifications, extensions, enhancements, major maintenance, or other actions to the System (the “Modifications”) and not to provide Services for any ▇▇▇▇▇ or Separator Facilities included in a Development Report delivered by a Producer that is not the Original Producer. If (i) Midstream Co elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Midstream Co, the “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Midstream Co to make such cancelled Modifications exceeds $100,000.00, then Producer shall reimburse Midstream Co for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Midstream Co through the Cancellation Date to make such Modifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Midstream Co and Producer) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part; (ii) all Internal Transfer Points, Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) Reserved; (iv) all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separationoil, separators, Recovered Oil recovery, and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines)specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned ▇▇▇▇▇ not intended to be serviced by a Separator Facility) Planned ▇▇▇▇▇ set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; (v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points, Internal Transfer Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned ▇▇▇▇▇, as applicable, included in the most recent Development Report; (vi) the allocation methodologies to be used by Midstream Co with respect to System Gains/ Gains/Losses, Other System Fuel Fuel, Recovered Oil, and other allocations hereunder (including, to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate and Flash Gas) and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies shall (A) shall permit allocations to be made by Midstream Co in a commercially reasonable manner; and (B) be based upon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Midstream Co, Midstream Co shall allocate, in a manner that is commercially reasonable and determined by Midstream Co in good faith, to a particular Receipt Point, the Flash Gas and Drip Condensate Recovered Oil from a Facility Segment. (vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points, Internal Transfer Points and Delivery Points; provided that in no event shall Midstream Co be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Midstream Co shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Midstream Co of the applicable Development Report or amendment thereto.

System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Midstream Co by or on behalf of Producer, including as a result of meetings between representatives of Midstream Co and Producer, Midstream Co shall develop and periodically update a plan (the “System Plan”) describing or depicting the modifications, extensions, enhancements, major maintenance and other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the ▇▇▇▇▇ and Separator Facilities described in the most recent Development Report (including Planned ▇▇▇▇▇, Planned Separator Facilities and changes in anticipated production from existing ▇▇▇▇▇ and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such modifications, extensions, enhancements, major maintenance, or other actions to the System (the “Modifications”) and not to provide Services for any ▇▇▇▇▇ or Separator Facilities included in a Development Report delivered by a Producer that is not the Original Producer. If (i) Midstream Co elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Midstream Co, the “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Midstream Co to make such cancelled Modifications exceeds $100,000.00, then Producer shall reimburse Midstream Co for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Midstream Co through the Cancellation Date to make such Modifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Midstream Co and Producer) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part; (ii) all Internal Transfer Points, Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) Reserved; (iv) all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separationoil, separators and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines)specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned ▇▇▇▇▇ not intended to be serviced by a Separator Facility) Planned ▇▇▇▇▇ set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; (v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points, Internal Transfer Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned ▇▇▇▇▇, as applicable, included in the most recent Development Report; (vi) the allocation methodologies to be used by Midstream Co with respect to System Gains/ Losses, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate and Flash Gas) and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies (A) shall permit allocations to be made by Midstream Co in a commercially reasonable manner; and (B) be based upon the measurements taken and quantities determined for the applicable Month. To ; and (C) may take into account the extent following factors: throughput volumes, System Gains/Losses, total consumption of Other System Fuel, the relative effort required to move the applicable product through the facilities of Midstream Co and other factors determined in good faith by a writing signed by Producer and Midstream Co, ; profit shall not be a component in the allocation of System Gains/Losses; Midstream Co shall allocate, in a manner that is commercially reasonable and determined by Midstream Co in good faith, have no obligation to allocate back System Gains/Losses or Other System Fuel to a particular Receipt Point, the Flash Gas and Drip Condensate from a Facility Segment.; and (vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points, Internal Transfer Points and Delivery Points; provided that in no event shall Midstream Co be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Midstream Co shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Midstream Co of the applicable Development Report or amendment thereto.

System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Midstream Co by or on behalf of Producer, including as a result of meetings between representatives of Midstream Co and Producer, Midstream Co shall develop and periodically update a plan (the “System Plan”) describing or depicting the modifications, extensions, enhancements, major maintenance and other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the ▇▇▇▇▇ and Separator Facilities described in accordance with the most recent Development Report (including Planned ▇▇▇▇▇, Planned Separator Facilities and changes in anticipated production from existing ▇▇▇▇▇ and Separator Facilities)Report. Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such modifications, extensions, enhancements, major maintenance, or other actions to the System (the “Modifications”) and not to provide Services for any ▇▇▇▇▇ or Separator Facilities included in a Development Report delivered by a Producer that is not the Original Producer. If (i) Midstream Co elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Midstream Co, the “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Midstream Co to make such cancelled Modifications exceeds $100,000.00, then Producer shall reimburse Midstream Co for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Midstream Co through the Cancellation Date to make such Modifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Midstream Co and Producer) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part; (ii) all Retention Facilities, Internal Transfer Points, Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) Reserved; (iv) all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, pumping facilities and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned ▇▇▇▇▇ not intended to be serviced by a Separator Facility) Planned ▇▇▇▇▇ set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Reportspecifications; (v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned Planned Retention Facilities, Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned ▇▇▇▇▇, as applicableIndividual Systems, included in the most recent Development Report; (vi) the allocation methodologies to be used by Midstream Co with respect to System Gains/ Losseshereunder, Other System Fuel and other allocations hereunder (includingif any, to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate and Flash Gas) and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies (A) shall permit allocations to be made by Midstream Co in a commercially reasonable manner; and (B) be based upon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Midstream Co, Midstream Co shall allocate, in a manner that is commercially reasonable and determined by Midstream Co in good faith, to a particular Receipt Point, the Flash Gas and Drip Condensate from a Facility Segment.; and (vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Retention Facilities, Receipt Points and Delivery Points; provided that in no event shall Midstream Co be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Midstream Co shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Midstream Co of the applicable Development Report or amendment thereto.

System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Midstream Co by or on behalf of Producer, including as a result of meetings between representatives of Midstream Co and Producer, Midstream Co shall develop and periodically update a plan (the “System Plan”) describing or depicting the modifications, extensions, enhancements, major maintenance and other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the ▇▇▇▇▇ and Separator Facilities described in the most recent Development Report (including Planned ▇▇▇▇▇, Planned Separator Facilities and changes in anticipated production from existing ▇▇▇▇▇ and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such modifications, extensions, enhancements, major maintenance, or other actions to the System (the “Modifications”) and not to provide Services for any ▇▇▇▇▇ or Separator Facilities included in a Development Report delivered by a Producer that is not the Original Producer. If (i) Midstream Co elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Midstream Co, the “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Midstream Co to make such cancelled Modifications exceeds $100,000.00, then Producer shall reimburse Midstream Co for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Midstream Co through the Cancellation Date to make such Modifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Midstream Co and Producer) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part; (ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) Reservedestimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures for each Individual System included in the Development Report; (iv) all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned ▇▇▇▇▇ not intended to be serviced by a Separator Facility) Planned ▇▇▇▇▇ set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; (v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned ▇▇▇▇▇, as applicable, included in the most recent Development Report; (vi) the allocation methodologies to be used by Midstream Co with respect to System Gains/ Losses, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate Condensate, Recovered Oil and Flash Gas) and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies shall (A) shall permit allocations to be made by Midstream Co in a commercially reasonable manner; and (B) be based upon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Midstream Co, Midstream Co shall allocate, in a manner that is commercially reasonable and determined by Midstream Co in good faith, to a particular Receipt Point, the Flash Gas Gas, Recovered Oil and Drip Condensate from a Facility Segment. (vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Midstream Co be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Midstream Co shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Midstream Co of the applicable Development Report or amendment thereto.

System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Midstream Co Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Midstream Co Gatherer and Producer, Midstream Co Gatherer shall develop and periodically update a plan (the “System Plan”) describing or and/or depicting the modifications, extensions, enhancements, major maintenance and and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Product Gas produced by the ▇▇▇▇▇ and Separator Facilities described in the most recent Development Report (including Planned ▇▇▇▇▇, Planned Separator Facilities and changes in anticipated production from existing ▇▇▇▇▇ and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such modifications, extensions, enhancements, major maintenance, or other actions to the System ) (the “Modifications”) and not to provide Services for any ▇▇▇▇▇ or Separator Facilities included in a Development Report delivered by a Producer that is not the Original Producer). If (i) Midstream Co Gatherer elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Midstream CoGatherer, the “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Midstream Co Gatherer to make such cancelled Modifications exceeds $100,000.00the Threshold Amount, then Producer shall reimburse Midstream Co Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Midstream Co Gatherer through the Cancellation Date to make such Modifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Midstream Co Gatherer and Producer) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part; (ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) Reservedestimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures and the MAOP for each Individual System included in the Development Report; (iv) all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, compression and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines)specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (xA) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned ▇▇▇▇▇ not intended to be serviced by a Separator Facility) Planned ▇▇▇▇▇ set forth in the most recent Development Report and (yB) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; (v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned ▇▇▇▇▇, as applicable, included in the most recent Development Report; (vi) the allocation methodologies to be used by Midstream Co Gatherer with respect to Flash Gas, Drip Condensate, System Gains/ LossesL&U, System Fuel, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate and Flash Gas) and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect, which effect (all such allocation methodologies (shall comply with Section 1.8 of Schedule A) shall permit allocations to be made by Midstream Co in a commercially reasonable manner); and (B) be based upon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Midstream Co, Midstream Co shall allocate, in a manner that is commercially reasonable and determined by Midstream Co in good faith, to a particular Receipt Point, the Flash Gas and Drip Condensate from a Facility Segment.and (vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Midstream Co Gatherer be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Midstream Co Gatherer shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Midstream Co Gatherer of the applicable Development Report or amendment thereto.

System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Midstream Co Gatherer by or on behalf of Producer, including as a result of meetings between representatives of Midstream Co Gatherer and Producer, Midstream Co Gatherer shall develop and periodically update a plan (the “System Plan”) describing or and/or depicting the modifications, extensions, enhancements, major maintenance and and/or other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the ▇▇▇▇▇ and Separator Facilities described in the most recent Development Report (including Planned ▇▇▇▇▇, Planned Separator Facilities and changes in anticipated production from existing ▇▇▇▇▇ and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such modifications, extensions, enhancements, major maintenance, or other actions to the System ) (the “Modifications”) and not to provide Services for any ▇▇▇▇▇ or Separator Facilities included in a Development Report delivered by a Producer that is not the Original Producer). If (i) Midstream Co Gatherer elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Midstream CoGatherer, the “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Midstream Co Gatherer to make such cancelled Modifications exceeds $100,000.00the Threshold Amount, then Producer shall reimburse Midstream Co Gatherer for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Midstream Co Gatherer through the Cancellation Date to make such Modifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Midstream Co Gatherer and Producer) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part; (ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) Reservedestimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures for each Individual System included in the Development Report; (iv) all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned ▇▇▇▇▇ not intended to be serviced by a Separator Facility) Planned ▇▇▇▇▇ set forth in the most recent Development Report and (y) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; (v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned ▇▇▇▇▇, as applicable, included in the most recent Development Report; (vi) the allocation methodologies to be used by Midstream Co Gatherer with respect to System Gains/ Losses, Other System Fuel and other allocations hereunder (including, to the extent required by a writing signed by Producer and Midstream CoGatherer, allocations with respect to Drip Condensate Condensate, Recovered Oil and Flash Gas) and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies shall (A) shall permit allocations to be made by Midstream Co Gatherer in a commercially reasonable manner; and (B) be based upon the measurements taken and quantities determined for the applicable Month. To the extent required by a writing signed by Producer and Midstream CoGatherer, Midstream Co Gatherer shall allocate, in a manner that is commercially reasonable and determined by Midstream Co Gatherer in good faith, to a particular Receipt Point, the Flash Gas Gas, Recovered Oil and Drip Condensate from a Facility Segment. (vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Midstream Co Gatherer be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Midstream Co Gatherer shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Midstream Co Gatherer of the applicable Development Report or amendment thereto.

System Plan. Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Midstream Co by or on behalf of Producer, including as a result of meetings between representatives of Midstream Co and Producer, Midstream Co shall develop and periodically update a plan (the “System Plan”) describing or depicting the modifications, extensions, enhancements, major maintenance and other actions necessary in order for the Individual System to be able to provide timely Services for the Product produced by the ▇▇▇▇▇ and Separator Facilities described in the most recent Development Report (including Planned ▇▇▇▇▇, Planned Separator Facilities and changes in anticipated production from existing ▇▇▇▇▇ and Separator Facilities). Without limiting or otherwise altering Midstream Co’s rights under Section 13.2, unless the applicable Well or Separator Facility is operated by Original Producer, Midstream Co may elect, in its sole discretion, not to make such modifications, extensions, enhancements, major maintenance, or other actions to the System (the “Modifications”) and not to provide Services for any ▇▇▇▇▇ or Separator Facilities included in a Development Report delivered by a Producer that is not the Original Producer. If (i) Midstream Co elects to make such Modifications, (ii) Producer thereafter modifies the Development Report or provides other information (the date on which the modified Development Report or such other information is provided to Midstream Co, the “Cancellation Date”) indicating that such Modifications are no longer necessary, and (iii) as of the Cancellation Date, the actual aggregate costs and expenses (excluding Excluded Amounts) incurred or committed by Midstream Co to make such cancelled Modifications exceeds $100,000.00, then Producer shall reimburse Midstream Co for all reasonable and documented costs and expenses (other than the Excluded Amounts) incurred or committed by Midstream Co through the Cancellation Date to make such Modifications. The System Plan (or, with respect to the allocation procedures described in clause (vi), the applicable writing signed by Midstream Co and Producer) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned and the Individual System of which such Facility Segment is a part; (ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) Reservedestimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for the applicable Facility Segment and the Target Pressures and the MAOP for each Individual System included in the Development Report; (iv) all pumps, heaters, stabilizers, treatment, Associated Water and Flash Gas separation, compression (to the extent stated in Section 5.4(d)) and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, and other relevant specifications (including the maximum operating pressures of the low pressure gathering lines and the high pressure gathering lines), which sizes, parameters, capacities and other relevant specifications shall be sufficient to (x) connect the Individual System to the Receipt Points and Delivery Points for all Planned Separator Facilities and (with respect to any Planned ▇▇▇▇▇ not intended to be serviced by a Separator Facility) Planned ▇▇▇▇▇ set forth in the most recent Development Report and Report, (y) perform the Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report, and (z) permit Product to enter the facilities of Downstream Facilities but at prices no higher than the MAOP; (v) the anticipated schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Points, in each case, for all Planned Separator Facilities or Planned ▇▇▇▇▇, as applicable, included in the most recent Development Report; (vi) the allocation methodologies to be used by Midstream Co with respect to System Gains/ LossesL&U, System Fuel, Other System Fuel Fuel, and other allocations hereunder (including, to the extent required by a writing signed by Producer and Midstream Co, allocations with respect to Drip Condensate and Flash Gas) and, with respect to any System Plan after the initial System Plan, any proposed changes to the allocation methodologies then in effect, which allocation methodologies (A) shall permit allocations to be made by Midstream Co in a commercially reasonable manner; and (B) be based upon the measurements taken and quantities determined for the applicable Month. To ; and (C) may take into account the following factors: throughput volumes, total consumption of System Fuel and Other System Fuel, System L&U, the Thermal Content of Drip Condensate, the Thermal Content of Flash Gas, the relative effort required to move the applicable product through the facilities of Midstream Co and other factors determined in good faith by Midstream Co; profit shall not be a component in the allocation of System L&U, System Fuel, Other System Fuel, or if applicable, Flash Gas or Drip Condensate; to the extent required by a writing signed by Producer and Midstream Co, Midstream Co shall allocate, in a manner that is commercially reasonable and determined by Midstream Co in good faith, to a particular Receipt Point, the Flash Gas and Drip Condensate from a Facility Segment., but shall have no obligation to allocate back Flash Gas, System L&U, System Fuel or Other System Fuel to any particular Receipt Point; and (vii) other information reasonably requested by Producer that is relevant to the design, construction, and operation of the System, the relevant Individual System, the relevant Facility Segment, and the relevant Receipt Points and Delivery Points; provided that in no event shall Midstream Co be obligated to supply to Producer (A) pricing, budget or similar financial information or (B) information that is covered by a confidentiality agreement or confidentiality obligations; Midstream Co shall deliver the applicable System Plan (including any updated System Plan) to Producer for Producer’s review and comment not later than 30 Days after Producer’s delivery to Midstream Co of the applicable Development Report or amendment thereto.