Certificate Regarding Consents and Approvals. A certificate of a Responsible Officer of each Obligated Party either # attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Obligated Party and the validity against such Obligated Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or # stating that no such consents, licenses or approvals are so required;

Consents and Approvals. All governmental, shareholder, partner, member and third-party consents and approvals necessary or, in the opinion of the Administrative Agent, desirable in connection with the Extensions of Credit and the transactions contemplated under the Credit Documents shall have been duly obtained and shall be in full force and effect, and a copy of each such consent or approval shall have been delivered to the Administrative Agent.

Except as set forth in [Schedule 5.6], # no consent, approval or authorization of, or declaration, filing or registration with, any governmental body is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party or for the consummation by the Company of the transactions contemplated hereby and thereby and # no consent, approval or authorization of any third party is required for the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby.

Approvals and Consents. The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby require no consent or approval on the part of the Purchaser except for such consents or approvals that have been obtained by the Purchaser.

Consents and Approvals. All third party consents with respect to the consummation of the transactions contemplated by this Agreement set forth on [Exhibit F] shall have been received and shall be reasonably satisfactory in form and substance to the Bank in its sole discretion.

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: # the filings required pursuant to [Section 4.4] of this Agreement, # the filing with the Commission of the Prospectus Supplement, # application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, # the filing of Form D with the Commission, and # such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of the Option Holder in [Section 2.2(f)], neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except such as have been obtained, made, given or will be made promptly hereafter and any required filing or notification with the Securities and Exchange Commission.

Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not # violate any statute, rule, regulation, order or decree of any governmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.

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.