Appointment of Managing Broker. The Company hereby appoints MP Securities to act as the MB of the Offering. MP Securities will also serve as the selling agent for the Company in the Offering.

The named fiduciary shall appoint a plan administrator who may be a person or an administrative committee consisting of no more than five members. Vacancies occurring upon resignation or removal of

The named fiduciary may appoint an investment manager who is other than the trustee, which investment manager may be a bank or an investment advisor registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. Such investment manager, if appointed, shall have sole discretion in the investment of plan assets, subject to the funding policy. The named fiduciary shall review at regular intervals no less frequently than annually, the performance of such investment manager and shall re-evaluate the appointment of such investment manager. After the named fiduciary has appointed an investment manager and has received a written notice of acceptance of its responsibility, the fiduciary responsibility with respect to investment of plan assets shall be considered as the responsibility of the investment manager.

The Company shall engage an independent qualified public accountant to conduct such examinations and to express such opinions as may be required by [section 103(a)(3)] of ERISA. The Company in its discretion may remove and discharge the person so engaged, but in such case it shall appoint a successor independent qualified public accountant to perform such examinations and to express such opinions.

Appointment; Nature of Relationship. JPMCB is appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent # does not assume any fiduciary duties to any of the Lenders, # is a “representative” of the Lenders within the meaning of the Uniform Commercial Code as in effect from time to time in the State of New York (or any successor provision), # is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents and # except as expressly set forth herein, shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to ​ or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Each of the Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives.

Appointment; Nature of Relationship. [[administrative agent:Organization]] is hereby appointed by each of the [[Organization B:Organization]] as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the [[Organization B:Organization]] irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the [[Organization B:Organization]] with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the [[Organization B:Organization]]’ contractual representative, the Agent # does not hereby assume any fiduciary duties to any of the [[Organization B:Organization]], # is a “representative” of the [[Organization B:Organization]] within the meaning of Section 9-105 of the Uniform Commercial Code and # is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the [[Organization B:Organization]] hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

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.

any expert determination, mediation, or arbitration proceeding commenced pursuant to this Agreement;

If the determination of Cash Value is referred to an independent expert, and

Each of the Arranger, the Coordinators and the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.