SELLERS’ COVENANTS AND AGREEMENTS. Sellers covenant and agree with Purchaser that from the date hereof and until the Closing:

The Company hereby represents and warrants to the MHR Entities that, contingent upon the execution and delivery of this Agreement by the MHR Entities, the Board has taken all action necessary to render inapplicable the restrictions on “business combinations” set forth in DGCL 203 solely in connection with the MHR Entities and their respective affiliates and associates becoming, whether in a single transaction or multiple transactions from time to time until the end of the Standstill Period, the owner of up to an aggregate of 19.99% of the voting power of the then issued and outstanding shares of Voting Stock of the Company (the “Waiver”). However, in the event that the MHR Entities and their respective affiliates and associates become the owner of an aggregate of 20% or more of the voting power of the then issued and outstanding shares of Voting Stock of the Company during the Standstill Period, then from and after that date (the “Excess Date”), notwithstanding the Waiver, DGCL 203 shall apply as described in Section 2.b. hereof as if the MHR Entities owned 15% or more of the voting power of the then issued and outstanding shares of Voting Stock of the Company commencing on the Excess Date and there were no Waiver in effect from and after the Excess Date. Notwithstanding the foregoing, any transactions or other events, if any, that occurred during the period when the Waiver was in effect shall not be deemed to have violated or triggered the applicability of DGCL 203 prior to the Excess Date.

Agreements of the Company. For so long as the Observer Designation Condition is satisfied, the Company agrees that:

Limited Liability Company Agreements. CEGPS shall have delivered to Crestwood # an executed counterpart of the Newco LLC Agreement, signed by CEGPS, and # an executed counterpart of the Amended and Restated LLC Agreement of Newco Service Company in the form to be attached to the Newco LLC Agreement, signed by CEGPS (on behalf of Newco).

Covenants of the Company. The Company covenants and agrees with the Agent that:

Covenants of the Company. The Company further covenants and agrees with each Underwriter as follows:

Covenants of the Company. The Company covenants that, while this Warrant is exercisable # it will reserve from its authorized and issued shares of the Common Stock a sufficient number of shares of the Common Stock to provide for the delivery of the shares of the Common Stock pursuant to the exercise of this Warrant, and # that all shares of the Common Stock which may be issued upon the exercise of this Warrant will be fully paid and non-assessable.

Covenants of the Company. The Company covenants and agrees with Cowen that:

Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Agreements. Except for Permitted Encumbrances, neither ​ nor any ​ Party is party to any agreement or instrument (including any Major Contract), or subject to any restriction, which could reasonably be expected to materially adversely affect ​ or the Property, or ​’s business, properties or assets, operations or condition, financial or otherwise. ​ has not entered into any Major Contract other than those disclosed to ​ in writing prior to the Closing Date. ​ has delivered to ​ true, correct and complete copies of all Major Contracts. Each of the Major Contracts is in full force and effect. Neither ​ nor any ​ Party, nor (to ​’s knowledge, any prior owner of the Property) is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Major Contract or any other agreement or instrument to which it is a party or by which ​ or the Property are bound. ​ has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which ​ is a party or by which ​ or the Property is otherwise bound, other than # obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to [Section 5.1] hereof, and # obligations under the Loan Documents. The Loan Documents contain provisions that render the rights and remedies of ​ adequate for the practical realization against the Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure.