Capital Expenditures. Incur or make any Capital Expenditures, except:

“Cash Flow” means the sum of # net income after tax, dividends and distributions, plus # depreciation expense and amortization, plus # Interest Expense, plus # non-cash expenses and minus # non-cash income, all determined in accordance with G.A.A.P.

Capital Expenditures. ​ shall not, and shall not permit any of its Subsidiaries to, incur Capital Expenditures during any fiscal year in an aggregate amount for ​ and its Subsidiaries in excess of the CapEx Cap Amount with respect to such fiscal year. As used herein, “CapEx Cap Amount” means, with respect to any fiscal year, $150,000,000; provided, that such amount shall be increased by an amount equal to the excess, if any (but in no event more than $75,000,000), of the CapEx Cap Amount for the previous fiscal year (as calculated without giving effect to this proviso) over the actual amount of Capital Expenditures incurred by ​ and its Subsidiaries during such previous fiscal year.

Unfinanced Capital Expenditures. [[Organization A:Organization]] will not allow the aggregate amount of Unfinanced Capital Expenditures of the Loan Parties to exceed $10,000,000 for calendar years 2018 and 2019, and $12,500,000 for any calendar years thereafter.

Maximum Capital Expenditures. Permit Capital Expenditures for any fiscal year to be greater than the higher of # $70,000,000 and # 25% of Consolidated EBITDA for such fiscal year.

Is Actual less than or equal to maximum permitted amount?

Amendment to Forecasted Capital Expenditures Amount. Subject to and effective upon the 15th day following the date on which the [Section 203] Approval becomes a Final Order (the “Forecast Amendment Date”), [Appendix III] of the SPA is hereby amended as follows:

Budgeted Expenditures. Each Budget approved by Newco and then in effect shall constitute authorization for Crestwood Midstream to incur the costs contained in such Budget. During any period covered by any Budget, Crestwood Midstream # shall not authorize any expenditures if, at the time of such authorization, such expenditures would be reasonably expected to cause the total expenditures during the period covered by the Budget to be in excess of 110% of the total amount of such Budget, unless such expenditures are approved in writing by Newco or are Extraordinary Expenditures; provided that Crestwood Midstream shall not have any liability or otherwise be in breach hereunder for any failure by Crestwood Midstream to authorize any such excess expenditures (other than Extraordinary Expenditures) that Newco declines to approve in writing to the extent that Crestwood notifies Newco of the potential for such liability or breach in connection with seeking Newco’s approval for the excess expenditures (other than Extraordinary Expenditures), and # shall promptly report to Newco in writing any anticipated deviation from any Budget by an aggregate amount of more than ten percent (10%). No less than frequently than quarterly with respect to the Annual Budget, and no less frequently than monthly with respect to any capital project Budget in excess of $5,000,000, Newco and Crestwood Midstream shall review together such Budget for planning purposes and for comparison with actual results.

Extraordinary Expenditures. In the event of an emergency arising out of a fire or other event, circumstance or condition that gives rise to a life threatening situation, or a safety, environmental or regulatory noncompliance concern, or that would cause Newco to be in commercial default of a material contract, Crestwood Midstream shall be authorized to take such actions as are necessary and reasonable in the judgment of Crestwood Midstream to mitigate the life threatening situation or safety, environmental, regulatory or default concern. Crestwood Midstream agrees that it shall make diligent efforts (if circumstances permit) to inform Newco of the cause of such emergency and the actions Crestwood Midstream proposes to take in response thereto, as soon as practicable and within 24 hours of such emergency (or immediately, if such emergency involves the presence at the premises of any Company of government or law enforcement representatives). Such notification shall not, however, be a condition limiting Crestwood Midstream’s authority to take any such actions and make any related expenditures. Crestwood Midstream’s costs to mitigate the life threatening safety, commercial default, environmental or regulatory concern (“Extraordinary Expenditures”) shall be reimbursed by Newco except to the extent such emergency was caused by the gross negligence, fraud, willful misconduct of this Agreement by Crestwood Midstream.

"Maintenance Capital Expenditures" means the dollar amount of Capital Expenditures actually incurred by the Borrower for the applicable period.