Approval by Newco. Newco shall prepare and approve the final Annual Budget by December 1 of the calendar year in which Crestwood Midstream submitted a proposed Annual Budget pursuant to [clause (a) above]. If the Annual Budget is not approved by Newco prior to the date when such Annual Budget is to become effective, Crestwood Midstream shall continue to use the Annual Budget then in effect, extrapolated to a 12-month budget period in the case of the use of the Annual Budget for 2016, except that # any items of the proposed Annual Budget that previously were approved by the Board shall be given effect in substitution of the corresponding items in the Annual Budget for the previous year, # any one-time or non-recurring items and the corresponding budget entries therefor shall be deleted, and # all other categories of expenses from the Annual Budget for 2016 or the Annual Budget for the previous period or year, as applicable, shall be increased by five percent (5%).

Newco Employees. At or prior to the Initial Closing, Crestwood will cause Newco Service Company to be the employer of # the specifically named employees identified on [Section 5.15] of the Crestwood Disclosure Schedule and # other employees with the titles, or serving the functions, specified in [Section 5.15] (collectively, the “Newco Employees”); provided, however, that if any Newco Employee ceases to be an employee of Crestwood or any of its Affiliates prior to the Initial Closing Date, Crestwood shall use commercially reasonably efforts to replace such Newco Employee or fill any existing vacancy with a qualified replacement employee, and following such replacement, such replacement employee shall be deemed a Newco Employee for purposes of this Agreement. Crestwood agrees to promptly notify CEGPS of any such replacement. Until the Initial Closing Date (and thereafter as provided in the Newco LLC Agreement), the Newco Employees will continue to participate in the compensation and employee benefit plans and arrangements of Crestwood and its Affiliates.

Indemnification of Newco. Crestwood Midstream agrees to indemnify, defend and hold harmless Newco and its Affiliates and their respective stockholders, owners, members, partners, directors, managers, employees, officers, agents and representatives (the “Newco Parties”) from and against any Losses which the Newco Parties sustain, incur or assume (including Losses related to any Claim which may be alleged, made, instituted or maintained against the Newco Parties or Crestwood Midstream, jointly or severally) to the extent arising from or related to # the gross negligence, fraud, willful misconduct by any Crestwood Midstream Parties in connection with the Crestwood Services, provided that the foregoing shall not apply to the gross negligence, fraud, or willful misconduct by ServiceCo or any ServiceCo Employee except to the extent that such gross negligence, fraud, willful misconduct was in accordance with the express instructions of any Crestwood Midstream Party other than ServiceCo or any ServiceCo Employee; # the willful breach of this Agreement, or the willful violation of any material EHS Requirements by Crestwood Midstream or # Claims by employees of any Crestwood Midstream Party other than by any ServiceCo Employee.

Other Budgets. Crestwood Midstream will prepare such additional budgets as any Member (on behalf of Newco) requests from time, including for Growth Projects (as defined in the Newco LLC Agreement). Each such Budget shall be subject to approval by Newco.

Approval. This Agreement is subject to prior review and approval of the Compensation Committee of the Company’s Board.

Limitations on Authority. All rights, duties, and responsibilities not delegated to Crestwood Midstream or ServiceCo under this Agreement will be retained exclusively by Newco. Except to the extent expressly approved by Newco in writing, neither Crestwood Midstream nor ServiceCo shall take # any action that requires the approval of the Board pursuant to the Newco LLC Agreement, including the actions set forth on [Schedule 3.01(d)], except to the extent expressly approved by the Board in writing or # any such additional actions as may be specified in writing from time to time by Newco.

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].

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (d) or (e) below that # would not be material to Newco and the Contributed Entities, taken as a whole, or # would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate the transactions contemplated hereby or the ability of Crestwood to perform its material obligations hereunder, neither the execution and delivery by Crestwood of this Agreement, nor the consummation by Crestwood of the transactions contemplated hereby, will # violate or conflict with any provision of the Governing Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Entities, # require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, # require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any Contributed Entity Permit or any Contract to which Crestwood or any of its Affiliates, including Newco, Newco Service Company and the Contributed Entities, is a party or by or to which any of their properties are bound, # result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the assets of Newco, Newco Service Company or any of the Contributed Entities, or restrict, hinder, impair or limit the ability of Newco or any of the Contributed Entities to carry on their businesses as and where they are being carried on, or # violate or conflict with any Law applicable to Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entities.

Servicer Approval. [[Organization C:Organization]] shall not cause the Mortgage Loans to be serviced by any servicer other than a servicer expressly approved in writing by [[Organization B:Organization]], which approval shall be deemed granted by [[Organization B:Organization]] with respect to [[Organization C:Organization]] and Cenlar FSB with the execution of this Agreement.

Approval Rights. So long as any Series C Preferred Units remain outstanding, in addition to any other vote or consent of the Corporation’s stockholders required by the Charter or Bylaws or by law or the Partnership’s Partners set forth in this Certificate or otherwise required by the Partnership Agreement or by law, the affirmative vote or consent of the Holders of a majority of the outstanding Series C Preferred Units (solely in their capacity as Partners of the Partnership and not, if applicable, in their capacity as stockholders of the Corporation) shall be required for the Corporation or the Partnership, as applicable, to take or effect, for the Board of Directors (or any committee thereof) or the Corporation (as the General Partner), as applicable, to approve, or for the Corporation or the Partnership, as applicable, to enter into any agreement that is reasonably likely to result in, any of the following: