Budget; Projections. Prior to the consummation of a Qualifying IPO, within ninety days after the end of each fiscal year (commencing with the first fiscal year ending after the Closing Date), a consolidated budget for the following fiscal year on a quarterly basis as customarily prepared by management of the ​ for its internal use and setting forth the material underlying assumptions based on which such consolidated budget was prepared (including any projected consolidated balance sheet of the ​ and its Restricted Subsidiaries as of the end of the following fiscal year and the related condensed consolidated statements of projected operations or income (loss) and projected cash flow, in each case, to the extent prepared by management of the ​ and included in such consolidated budget, which projected financial statements shall be prepared in good faith on the basis of assumptions believed to be reasonable at the time of preparation of such projected financial statements).

Annual Budget. The Parties acknowledge and agree that Exhibit A reflects the Annual Budget for the balance of 2016. Crestwood Midstream shall use its Best Efforts to submit to Newco a proposed Annual Budget for each subsequent Fiscal Year on or before September 15 of the preceding year. Each proposed Annual Budget shall include such supporting documentation and data as reasonably requested by Newco and be in a form established or approved by Newco from time to time. Such forms shall contain the types of information included in prior Annual Budgets and reflect substantially similar methodologies to those used in the preparation of such prior Annual Budgets. Each Annual Budget shall itemize the expected costs and expenses Crestwood Midstream anticipates will be required to be incurred in providing the Services by individual line items in accordance with the procedures set forth in [Schedule 5.01(a)] (the “Accounting Procedures”).

Financial Projections. The Administrative Agent shall have received pro forma Consolidated financial statements for the Borrower and its Subsidiaries, and projections prepared by management of the Borrower, of balance sheets, income statements and cash flow statements on a quarterly basis for the term of the Credit Facility, which shall not be materially inconsistent with any financial information or projections previously delivered to the Administrative Agent.

Operating Budget Matters. Within [●] days of the Closing Date, the Company and Buyer shall finalize an operating budget for the Surviving Corporation.

Projected Operating Budget. Within thirty (30) days after the beginning of each fiscal year, commencing with fiscal year 2018, furnish [[Organization B:Organization]] a month by month projected operating budget and cash flow of Castle and its Subsidiaries on a consolidated and consolidating basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the President, Chief Financial Officer or other Authorized Officer of each Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared.

Variances From Operating Budget. Furnish [[Organization B:Organization]], concurrently with the delivery of the financial statements referred to in [Sections 9.7, 9.8 and 9.9]9]9], a written report summarizing all material variances from budgets submitted by [[Organization A:Organization]] pursuant to [Section 9.12] and a discussion and analysis by management with respect to such variances.

for the partial year commencing on the date hereof and for each Fiscal Year thereafter, by no later than forty-five (45) days prior to the commencement of such period or Fiscal Year, an annual operating budget presented on a monthly basis consistent with the annual operating statement described above for the Property, including cash flow projections for such Fiscal Year and all proposed capital replacements and improvements, which such budget shall # until the occurrence and continuance of a Trigger Period, be provided to ​ for informational purposes and # after the occurrence and during the continuance of a Trigger Period not take effect until approved by ​ (after such approval has been given in writing, such approved budget shall be referred to herein as the “Approved Annual Budget”). Until such time that ​ approves a proposed Annual Budget, the most recent Approved Annual Budget shall apply (or, if none, the prior year’s annual operating statement shall be deemed the Approved Annual Budget for up to 45 days, during which ​ shall prepare a budget for ​’s approval), adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities expenses; and

Monthly Financial Statements. As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form reasonably acceptable to Bank (the “Monthly Financial Statements”); # Monthly Compliance Certificate. Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement substantially in the form of Exhibit B; # Annual Operating Budget and Financial Projections. Within sixty (60) days after the end of each fiscal year of Borrower and as updated promptly following approval by Borrower’s Board of Directors # annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and # annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s Board of Directors, together with any related business forecasts used in the preparation of such annual financial projections;

The Borrowers shall submit to the Agent proposed Annual Operating Budgets for the succeeding Fiscal Year (broken out by Property) not later than thirty (30) days prior to the commencement of such Fiscal Year, in each case in form and substance reasonably satisfactory to the Agent; provided, however, that the Annual Operating Budget for the Fiscal Year 2018 shall be the budget attached hereto as [Exhibit F] until such time as the Borrowers submit a revised Annual Operating Budget for the Fiscal Year 2018 and such budget is Approved by the Agent in accordance with the procedures set forth in this [Section 5.1.10(f)]. At all times during the term of the Loan, the Annual Operating Budget so submitted to the Agent shall be subject to the Agent’s Approval (each such Annual Operating Budget, an “Approved Annual Operating Budget”); provided that, subject to Section 5.1.10, if no Default has occurred and remains outstanding and if no Event of Default has occurred, such Approval shall not be unreasonably withheld, conditioned or delayed. In the event that the Agent objects to a proposed Annual Operating Budget submitted by the Borrowers which requires the Approval of the Agent hereunder, the Agent shall advise the Borrowers of such objections within ten (10) Business Days after receipt thereof (and deliver to the Borrowers a reasonably detailed description of such objections) and the Borrowers shall promptly revise such Annual Operating Budget and resubmit the same to the Agent. The Agent shall advise the Borrowers of any objections to such revised Annual Operating Budget within ten (10) Business Days after receipt thereof (and deliver to the Borrowers a reasonably detailed description of such objections) and the Borrowers shall promptly revise the same in accordance with the process described in this subsection until the Agent Approves a proposed Annual Operating Budget. Until such time that the Agent approves a proposed Annual Operating Budget, the most recently prior Approved Annual Operating Budget for the Borrowers shall apply (or, in the case of the Annual Operating Budget for the Fiscal Year 2018, the draft budget attached hereto as [Exhibit F] shall apply); provided that such Approved Annual Operating Budget shall be adjusted to reflect actual amounts owing for Taxes, Insurance Premiums, utilities expenses, fixed increases (or decreases) under previously executed agreements and increases (or decreases) in variable expenses as a result of changes in occupancy levels at the Properties from the prior Fiscal Year.

Annual Information and Projections. Within 30 days after the end of each fiscal year of the Borrowers, all such financial information regarding the Borrowers and their Subsidiaries and specifically regarding the Properties, as the Administrative Agent shall reasonably request, including, but not limited to, partnership, limited liability company and joint venture agreements, property cash flow projections, property budgets, actual and budgeted capital expenditures, operating statements (current year and immediately preceding year, if the Property existed as a Property in the immediately preceding year), mortgage information, rent rolls, lease expiration reports, leasing status reports, notes payable summary, bullet notes summary, equity funding requirements, contingent liability summary, lines of credit summary, lines of credit collateral summary, wrap notes and notes receivable summary, schedule of outstanding letters of credit, summary of cash and Cash Equivalents, projection of management and leasing fees and overhead budgets.