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.

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.

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

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.

no later than thirty (30) days after the end of each fiscal year of Co-Borrowers, and contemporaneously with any updates or amendments thereto, # annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Co-Borrowers, and # annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections;

Financial Statements and Projections. The Lenders shall have received # audited consolidated financial statements of the Borrower and its Subsidiaries for the three most recent fiscal years ended prior to the Effective Date as to which such financial statements are available, and # reasonably satisfactory financial statement projections (which shall include balance sheet, income and cash flow statement projections) through and including the Borrower’s 2025 fiscal year, together with such information as reasonably requested by the Lead Arranger (including a detailed description of the assumptions used in preparing such projections).

Financial Statements and Projections. The Lenders shall have received # audited consolidated financial statements of PAO TMK for the 2015 and 2016 fiscal years, # unaudited consolidated financial statements of the Borrowers for the 2016 fiscal year, # unaudited interim consolidated financial statements (including any and all quarterly detailed financial statement reconciliations) of the Borrowers for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (ii) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrowers, as reflected in the audited, consolidated financial statements described in clause (ii) of this paragraph, and # satisfactory projections for the Borrowers on a monthly basis through the end of the fiscal year ended December 31, 2017 and for the fiscal year ended December 31, 2018, and annually for the following four fiscal years through the end of the Borrowers’ fiscal year 2022.

Financial Statements; Projections; Etc. Administrative Agent shall have received # audited annual financial statements of Borrower and its Subsidiaries for each of the 2016, 2017 and 2018 fiscal years of Borrower; # unaudited quarterly financial statements for the Borrower and its Subsidiaries for each of the fiscal quarters of Borrower ending in 2016, 2017 and 2018; # copies of financial projections of Borrower and its Subsidiaries for the next five (5) fiscal years; and # an unaudited balance sheet of Borrower and its Subsidiaries for Borrower and its Subsidiaries for the fiscal quarter of Borrower ended on March 31, 2019, adjusted, on a Pro Forma Basis, to give effect to the consummation of the Transactions.

“Approved Operating Expense” shall mean an operating expense of the Property set forth on the Approved Annual Budget.

approve or amend the Annual Budget, or any other material capital or operating budget of the Company or any of its Subsidiaries;

“Annual Budget” shall mean the operating budget, including all planned Capital Expenditures, for the Property prepared by ​ for the applicable Fiscal Year.

Projections. As soon as available, but in any event within forty-five (45) days after the end of each fiscal year of Borrower, forecasts prepared by management of Borrower, in form and substance reasonably satisfactory to Administrative Agent, of consolidated balance sheets of income or operations and cash flows of Borrower and its Subsidiaries on a monthly basis for the immediately following fiscal year.

Annual Financial Statements. Within one hundred twenty (120) days of the end of the calendar year, Borrowers shall provide the Bank with internally prepared combined annual financial statements of Borrowers, prepared on a sound accounting basis in accordance with GAAP, consistently applied (including combined balance sheets and combined income statements) and the information in Section 6.6(a) (i) and (ii), respectively, above for such entire applicable fiscal year period). Borrowers shall cause

Annual Financial Statements. As soon as available, but in any event within one hundred and five (105) days after the end of each fiscal year of the Parent Borrower, a copy of the consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows of the Parent Borrower and its consolidated Subsidiaries for such year, audited by an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification; and