Seller Entity Facilities. [Schedule 4.9] sets forth a true, correct and complete list of all Owned Facilities and all Leased Facilities, in each case, as of the Effective Date.

ARTICLE # AFFIRMATIVE COVENANTS 88

reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

Subsidiaries; Corporate Structure. [Schedule 4.11] sets forth, as of the Closing Date, # a list of all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of formation and the outstanding Equity Interests therein and the percentage of each class of such Equity Interests owned by the Borrower and its Subsidiaries, and # an indication of such Subsidiaries of the Borrower that are [[Organization A:Organization]]. The Equity Interests indicated as owned (or to be owned) by the Borrower and its Subsidiaries on [Schedule 4.11] are fully paid and non-assessable, to the extent such concept is applicable thereto.

Solely with respect to ​ unit prices made during the new ​ pricing schedule listed above in section 2.1 the Parties have agreed to the conditional ​ payment structure. An ​ payment of ​ will be made by ​ to ​ on each ​ unit: ​ For clarity, while the intent is to ensure ​ receives payment within ​ of the shipment of the ​ ​ where applicable, nothing is construed to make an objectively reasonable delay in payment of the ​ payment a material breach.

Party C decorates, renovates, adds other things, or changes the use nature or structure of the subject matter without the written consent of Party A;

Contributed Entity Tax Filings. Crestwood shall be responsible for filing or causing to be filed with the Tax authorities any applicable Tax Returns of any Contributed Entity covering a taxable period ending before each Applicable Closing Date with respect to each Contributed Entity, including any U.S. federal income tax information return required to be filed by such Contributed Entity for such periods and shall pay all Taxes shown to be due and owing thereon. To the extent that such Tax Return is required to be filed after such Applicable Closing Date, Crestwood shall provide to CEGPS for its review a draft of any such Tax Return at least ten (10) days prior to the due date for such Tax Return. In the event that Crestwood is required by applicable Tax law to file a Tax Return with respect to a Contributed Entity for a Straddle Period, Crestwood will notify CEGPS of any such Tax Returns. Crestwood shall provide to CEGPS for its review a draft of any such Tax Return at least twenty (20) days prior to the due date for such Tax Return and Crestwood shall make such changes to the draft Tax Return as the CEGPS may reasonably request. The Parties shall cause Newco to promptly pay to Crestwood all such Taxes allocable to the period or portion thereof beginning on or after such Applicable Closing Date (if any), whether such Taxes arise out of the filing of an original return or a subsequent audit or assessment of Taxes. In the event that Newco is required by applicable Tax law to file a Tax Return with respect to Contributed Entity for a Straddle Period, Newco will notify Crestwood and CEGPS of any such Tax Returns. Newco shall provide to Crestwood and CEGPS for each of their review a draft of any such Tax Return at least twenty (20) days prior to the due date for such Tax Return and Newco shall make such changes to the draft Tax Return as Crestwood or CEGPS may reasonably request. The Parties shall cause Crestwood to promptly pay to Newco all such Taxes allocable to the period or portion thereof ending on the day prior to such Applicable Closing Date (if any), whether such Taxes arise out of the filing of an original return or a subsequent audit or assessment of Taxes; provided, however, that the foregoing payment obligation shall not apply to the extent that such Taxes are specifically identified and accounted for in the determination of Initial Closing Working Capital. In the case of assessments or subsequent audits of such Taxes for Pre-Closing Tax Periods (other than the portion of any Straddle Period included in the definition of “Pre-Closing Tax Period”), Crestwood shall control such assessments or subsequent audits and shall notify CEGPS in writing and keep CEGPS apprised of the status of same. Crestwood shall be entitled to all Tax credits and Tax refunds that relate to any Taxes allocable to any Tax period, or portion thereof, ending before each Applicable Closing Date. In the event that Newco or Crestwood makes any payment for which it is entitled to reimbursement under this Article VII, the applicable Party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the reimbursement.

No Constraint on Corporate Action. Nothing in this Plan shall be construed to: # limit, impair, or otherwise affect the Company’s or a Subsidiary’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets; or, # limit the right or power of the Company or a Subsidiary to take any action that such entity deems to be necessary or appropriate.

Change in Capital Structure. The terms of this Award, including the number of Performance RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.