Appointment of Crestwood Midstream. Newco, on behalf of itself and the other Companies, hereby appoints Crestwood Midstream, and Crestwood Midstream hereby accepts such appointment, on the terms and conditions set forth herein, to oversee the operation and maintenance of the Facilities and manage the day-to-day operations of the Business on behalf of the Companies from and after the Effective Date.

Indemnification of Crestwood Midstream. Newco agrees to indemnify, defend and hold harmless Crestwood Midstream, its Affiliates, and each of their respective stockholders, owners, members, partners, directors, managers, employees, officers, agents and representatives (the “Crestwood Midstream Parties”) from and against any Losses which any Crestwood Midstream Parties sustain, incur or assume (including Losses related to any Claim which may be alleged, made, instituted or maintained against any Crestwood Midstream Parties or any other Party, jointly or severally) to the extent arising from or related to # the acts or omissions of the Newco Parties related to the Services or # the performance of Crestwood Services by Crestwood Midstream or performance of the ServiceCo Services by ServiceCo, but excluding Losses to the extent Crestwood Midstream is obligated to indemnify the Newco Parties against such Losses pursuant to [Section 7.03]. The indemnity obligations of Newco under this [Section 7.02] shall be offset by the coverage and recoveries (including, without limitation, defense of claims, payment and indemnity) received by the Crestwood Midstream Parties under any insurance policies (including those required by [Section 6.01(a)] and [Section 6.01(b)] and shall be without prejudice to Crestwood Midstream’s obligations pursuant to [Section 6.01] and Newco’s rights to seek recovery under any insurance policies (including, without limitation, those required by [Section 6.01(a)] and [Section 6.01(b)]).

Shared and Dedicated Employees. The personnel utilized by Crestwood Midstream for the performance of the Crestwood Services that are employees of Crestwood Midstream or of any of its Affiliates shall not be required to be dedicated solely to providing the Crestwood Services and may, at the discretion of Crestwood Midstream, be employed by Crestwood Midstream or its Affiliates to perform duties unrelated to the Crestwood Services or the Companies. If such personnel utilized by Crestwood Midstream for providing Crestwood Services hereunder also perform duties unrelated to the Service or the Companies, Crestwood Midstream and Newco shall allocate the costs associated with such personnel in accordance with the Accounting Procedures attached hereto.

Representations and Warranties of Crestwood Midstream. Crestwood Midstream represents, warrants and agrees as follows:

“Crestwood Midstream” means ​, ​.

“Crestwood Services” shall mean those activities, duties and responsibilities delegated by Newco to Crestwood Midstream and provided by Crestwood Midstream pursuant to this Agreement.

Subcontracts. Crestwood Midstream may utilize subcontractors to perform any portion of the Crestwood Services, provided that Crestwood Midstream must obtain the written consent of Newco with respect to any agreement that requires the approval of the Board under the Newco LLC Agreement. Unless Newco consents in writing, Crestwood Midstream shall not be relieved from any of its obligations or liabilities as a result of utilizing subcontractors to provide any portion of the Crestwood Services. All subcontractors retained by Crestwood Midstream solely to provide the Crestwood Services shall be required to maintain insurance policies consistent with the terms of this Agreement as set forth in [Section 6.01] and provide certificates of insurance verifying such coverages to Crestwood Midstream and Newco naming Newco, Newco’s Subsidiaries and Crestwood Midstream as an additional insured parties. All subcontractors retained by Crestwood Midstream solely to provide the Crestwood Services shall be retained under terms and conditions, including indemnification of Newco and Newco’s Subsidiaries, as Newco shall reasonably require or approve; provided, however, that in no event shall such indemnities in favor of Newco be less than those provided by Crestwood Midstream pursuant to [Section 7.02].

If Newco takes exception to any portion of Crestwood Midstream’s books and records relating to the Services or the direct or indirect costs thereof, Newco shall provide Crestwood Midstream with a written report summarizing the circumstances and reasons for the exceptions taken within forty-five (45) Business Days following the completion of an examination or audit. Crestwood Midstream shall have forty-five (45) Business Days from receipt of the report in which to prepare and submit a written response to the exceptions taken by Newco. If, after reviewing Crestwood Midstream’s response, any disagreements between Newco and Crestwood Midstream remain, Newco and Crestwood Midstream shall resolve such disagreements in the manner provided in ARTICLE IX.

Subject to an extension of this Agreement, at Newco’s request, on mutually agreeable terms and of a duration reasonably sufficient to enable transition to a replacement operator, Crestwood Midstream shall be discharged of its ongoing duties and obligations hereunder and shall submit to Newco a final accounting of its operations under this Agreement. At the request of Newco, Crestwood Midstream shall cooperate in an audit and/or inventory of all materials relating to the Facilities which Newco shall conduct or cause to be conducted. Crestwood Midstream shall deliver to any successor operator all records, reports and data related to the Facilities that are in the possession of Crestwood Midstream or its Affiliates. The termination of this Agreement shall not affect # any right, obligation or liability which has accrued under this Agreement on or before the effective date of such termination, subject to any rights of set off, or # the indemnification obligations described in ARTICLE VII. All amounts owed to Crestwood Midstream upon termination of this Agreement shall be paid to Crestwood Midstream within 30 days of such termination.

Liens. Crestwood Midstream shall use all reasonable efforts to prevent any liens or encumbrances from being filed against the Facilities which arise from any maintenance, repair, alteration, improvement, renewal or replacement in or to the Facilities; provided, however, that the foregoing shall not require that Crestwood Midstream expend its own funds unless such lien arises as a result of the fraud, malfeasance, gross negligence, willful misconduct or material breach of this Agreement by Crestwood Midstream. Crestwood Midstream shall cooperate fully in obtaining the release of any such liens, and if a lien arises as a result of the fraud, malfeasance, gross negligence, willful misconduct or material breach of this Agreement by Crestwood Midstream, Crestwood Midstream shall bear the cost of obtaining the release of the lien and any other costs or expenses related to the lien. Notwithstanding the foregoing, Crestwood Midstream shall have the right to contest by appropriate proceedings conducted diligently and in good faith the amount or validity of any lien arising from the maintenance, repair, alteration, improvement, renewal or replacement in and to the Facilities; provided, however, that nothing contained herein shall prevent Newco from contesting the amount or validity of any lien or encumbrance in its own right.