respect to, the Gas
deliverable hereunder until the Gas is delivered to Gatherer at the Receipt
Point(s). Gatherer shall be solely liable for and in control and possession of,
and bear the risk of loss with respect to, the Gas after the Gas is delivered to
Gatherer at the Receipt Point(s) hereunder until the Subject Gas is delivered to
Producer or to the Transporter on Producer's behalf at the Delivery Point(s),
whereupon Producer shall again be solely liable for the Subject Gas and in
control and possession thereof and bear the risk of loss of the Subject Gas
delivered to Transporter. If Lift Gas is redelivered to Producer as provided
herein, then, in that event, Gatherer shall be solely liable for and in control
and possession of such Lift Gas from the time such Lift Gas exits the Gathering
System until redelivered to Producer, whereupon Producer shall again be in
control and possession and bear the risk of loss of such Lift Gas.
PRODUCER SHALL BE AFFORDED ACCESS TO GATHERER'S PROPERTY AND THE FACILITIES TO
THE EXTENT NECESSARY TO CARRY OUT ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT, AND PRODUCER SHALL FULLY OBSERVE AND COMPLY WITH ALL OF GATHERER'S
SAFETY PRACTICES AND PROCEDURES WHILE ON THE PREMISES. PRODUCER HEREBY AGREES TO
INDEMNIFY, HOLD
27
PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
HARMLESS, PROTECT, DEFEND, AND DISCHARGE GATHERER AND ITS AFFILIATED COMPANIES,
PARTNERS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS,
MEMBERS, EMPLOYEES AND AGENTS FOR, FROM AND AGAINST ANY AND ALL JUDGMENTS,
EXECUTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, SUITS, DEBTS AND SUMS OF MONEY,
ACCOUNTINGS, DUES, PENALTIES, FINES, CLAIMS (INCLUDING, WITHOUT LIMITATION,
CLAIMS FOR CONTRIBUTION), LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES
(INCLUDING COURT COSTS, REASONABLE COSTS OF INVESTIGATION, DEFENSE AND
ATTORNEY'S FEES) FOR THE INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT
LIMITATION, EACH OF PRODUCER'S AND GATHERER'S EMPLOYEES, AGENTS AND CONTRACTORS)
OR PROPERTY DAMAGE OF ANY NATURE, KIND OR DESCRIPTION OR ANY OTHER CLAIM OF ANY
NATURE, KIND OR DESCRIPTION BROUGHT BY ANY PERSON, WHETHER LEGAL OR EQUITABLE,
WHICH ARISES OUT OF OR RESULTS FROM (I) PRODUCER'S OWNERSHIP AND CONTROL OF (a)
THE GAS PRIOR TO THE TIME THAT THE GAS PASSES THROUGH THE GATHERING SYSTEM
RECEIPT POINT(S) AND AFTER THE GAS PASSES THROUGH THE DELIVERY POINT(S) AND (b)
THE LIFT GAS AFTER THE LIFT GAS HAS BEEN REDELIVERED TO PRODUCER AND PRIOR TO
THE TIME THAT GAS, INCLUDING SUCH LIFT GAS, PASSES THROUGH THE RECEIPT POINT,
(II) PRODUCER'S OWNERSHIP AND OPERATION (OR ANY OPERATION ON BEHALF OF PRODUCER)
OF THE WELLS LOCATED WITHIN THE CONTRACT AREA AND ANY FACILITIES OR EQUIPMENT
INSTALLED OR MAINTAINED BY PRODUCER OR ITS OPERATORS UPSTREAM OF THE GATHERING
SYSTEM RECEIPT POINT, REGARDLESS OF WHETHER SUCH WAS REQUIRED BY THE TERMS OF
THIS AGREEMENT, (III) ANY ACCESS TO GATHERER'S PROPERTY BY (OR ANY DELIVERY OF
GATHERER'S RECORDS OR CHARTS TO) PRODUCER OR ITS REPRESENTATIVES, EMPLOYEES,
AGENTS OR CONTRACTORS, (IV) PRODUCER'S BREACH OF