Appointment. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions, “Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions of this Section 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by you.

Appointment. Each of the Lenders and the L/C Issuers hereby irrevocably appoints, designates and authorizes [[Administrative Agent:Organization]] to act on its behalf as the ​ hereunder and under the other Loan Documents and authorizes the ​ to take such actions on its behalf and to exercise such powers as are delegated to the ​ by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this [Article IX] are solely for the benefit of the ​, the Lenders and the L/C Issuers, and neither the ​ nor any other [[Loan Parties:Organization]] shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the ​ is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their investment Advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment. By accepting such appointment, the Advisor acknowledges that it has a contractual and fiduciary responsibility to the Company and the Stockholders. Except as otherwise provided in this Agreement, the Advisor hereby agrees to use its commercially reasonable efforts to perform the duties set forth herein, provided that the Company reimburses the Advisor for costs and expenses in accordance with Section 12 hereof.

Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and the Joint Bookrunners and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Collateral Agent Appointed Attorney-in-Fact. The Company hereby appoints the Collateral Agent as its attorney-in-fact (it being understood that the Collateral Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company from time to time in the Collateral Agent’s discretion (exercised at the written direction of the Administrative Agent or the Required Lenders, as the case may be), after the occurrence and during the continuation of an Event of Default, to take any action and to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, such appointment as true and lawful attorney shall include any and all of the following powers with respect to all or any of the Collateral: # to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, # to ask or demand for, collect, receive and give acquittance for payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, # to commence, compound and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any proceeds thereof and to enforce any other right in respect of any Collateral, # to defend any suit, action or proceeding brought against the Company with respect to any Collateral, # to settle, compromise, compound, prosecute, defend or adjust any suit, action or proceeding and, in connection therewith, to give such discharges or releases or to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto as the Collateral Agent may deem appropriate, # to cause the Company to intervene in any suit, action or proceeding with respect thereto and # generally, to sell, charge, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and the Company’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or appropriate to protect, preserve or realize upon the Collateral and the Secured Parties’ Liens thereon for the ratable benefit of the Secured Parties and to effect the intent of this Agreement, all as fully and effectively as the Company might do. The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this clause is irrevocable during the term of this Agreement and is coupled with an interest.

confirm, ratify and reaffirm the validity and enforceability of the appointment of the Administrative Agent as attorney-in-fact (and where applicable, its proxy) under each applicable Loan Document and, on the terms and conditions of such appointment under such applicable Loan Document, hereby reappoint the Administrative Agent as attorney-in-fact (and where applicable, its proxy), which appointment is irrevocable and coupled with an interest, in each case with full authority, after the occurrence and during the continuance of an Event of Default, to act for such Loan Party and in the name of such Loan Party, in each case, in accordance with, and to the extent of, its powers as an attorney-in-fact specified in such applicable Loan Document.

Power. Crestwood Midstream has the power to operate and maintain the Facilities and to carry on all businesses normally incident thereto.

Power. It has the power to own the Facilities and to carry on all business as is contemplated by this Agreement.

Except as otherwise specifically provided herein, the power-of-attorney granted herein shall not in any manner revoke in whole or in part any power-of-attorney that each person whose signature appears below has previously executed. This power-of-attorney shall not be revoked by any subsequent power-of-attorney each person whose signature appears below may execute, unless such subsequent power specifically refers to this power-of-attorney or specifically states that the instrument is intended to revoke all prior general powers-of-attorney or all prior powers-of-attorney.

Appointment of Aegis as Agent; Limitations on Rights of Agent. Each ​-District Creditor and each 2024 Note Creditor hereby irrevocably appoints, designates and authorizes Aegis, as its Agent to # take (or determine not to take) any of the actions described in [Section 4(a)] on such Pari Passu Creditor’s behalf with respect to such Pari Passu Creditor’s share of the Pari Passu Debt and # to exercise such powers and perform such duties as are permitted by the terms of this Agreement, together with such powers as are reasonably incidental thereto, in each case subject to and in accordance with the provisions of this [Section 4]; provided, notwithstanding anything to the contrary set forth in this Agreement, that without the prior written consent of the affected Pari Passu Creditors, neither Agent nor any agent, employee or attorney-in-fact of Agent acting on behalf of Agent in executing any of the rights granted to Agent as Agent under this [Section 4] shall be permitted to # amend or modify any term or provision of any of the ​-District Note Documents or the 2024 Note Documents; # exercise any right under any provision of any A&R ​-District Note to convert the principal and/or accrued and unpaid interest under such A&R ​-District Note into shares of ​’s common stock; # release any liability or obligations of any Obligor owing to any Pari Passu Creditor under the Pari Passu Note Documents unless such release is effected in connection with an Enforcement Action brought by Agent in accordance with this [Section 4] pursuant to which all of the Pari Passu Debt is Paid in Full prior to such release; # subject to [Section 7], release any Lien or other security interest in the Collateral granted to the Pari Passu Creditors or any of them under the Pari Passu Note Documents or hereunder unless such release is effected in connection with an Enforcement Action brought by Agent in accordance with this [Section 4] pursuant to which all of the Pari Passu Debt is Paid in Full prior to such release; or # change the ranking or priority of the Pari Passu Debt; provided further, that # in taking (or determining not to take) any action described in [Section 4(a)] on behalf of Pari Passu Creditors with respect to their respective share of the Pari Passu Debt and # in exercising and/or performing any powers or duties in its capacity as Agent on behalf of the Pari Passu Creditors with respect to their share of the Pari Passu Debt under this [Section 4], Agent shall do so in good faith and otherwise in accordance with the terms of this Agreement.