If the whole of the Leased Property, or such portion thereof as will make the Leased Property unusable for the purpose herein leased (as determined by Tenant in its reasonable discretion), shall be condemned by any legally constituted authority for any

Condemnation Not Resulting in Termination. If a portion of the Project of which the Premises are a part should be taken or condemned for any public use under any Applicable Law, or by right of eminent domain, or by private purchase in lieu thereof, and the taking prevents or materially interferes with the Permitted Use of the Premises, and this Lease is not terminated as provided in Paragraph 24.1 above, the Rent payable hereunder during the unexpired portion of this Lease shall be reduced, beginning on the date when the physical taking shall have occurred, to such amount as may be fair and reasonable under all of the circumstances, but only after giving Landlord credit for all sums received or to be received by Tenant by the condemning authority. Notwithstanding anything to the contrary contained in this Paragraph, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the Term, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by Tenant during the Term; in the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that portion of any award which represents compensation for the use of or occupancy of the Premises during the unexpired Term.

In the event that prior to a Closing, all or one any portion of the Property or any rights or easements therein shall be taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith, and the same, in Purchaser’s reasonable opinion, would have a materially adverse impact upon Purchaser’s proposed development of the Property, Purchaser shall, within seven (7) calendar days after having received notice thereof from Seller (which notice Seller agrees to provide to Purchaser after receipt by Seller of any notice of condemnation, eminent domain or like process), elect in a writing delivered to Seller to either: # continue this Contract in full force and effect, notwithstanding such taking or threatened taking, in which case Purchaser shall be required to continue the purchase of the Property for the Purchase Price and at the applicable Closing, Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any condemnation awards attributable to the applicable Property; or # terminate this Contract and obtain a full refund of the Earnest Money deposit. Failure of Purchaser to make a written election as aforesaid shall constitute an election of alternative # above.

Should either # the Condemnation be determined by Sellers not to be a Material Condemnation (in which case Sellers shall not have the right to terminate this Agreement on account of such Condemnation) or # the Condemnation be determined by Sellers to be a Material Condemnation but Sellers shall not have elected to terminate this Agreement as provided for in Section 13.2(a), then this Agreement shall continue in force and effect provided, however, that should any damage to the Property caused by such Condemnation not have been repaired prior to Closing then any condemnation awards with respect to such Condemnation actually received by Sellers shall be handled pursuant to the terms of the applicable Lease.

“Insurance or Condemnation Proceeds” means the proceeds of any insurance claim or condemnation event, except for Excluded Insurance Proceeds, received in connection with condemnation, damage or loss of a Borrower’s or its Restricted Subsidiaries’ assets.

If any property or asset of Crestwood Pipeline East is taken by condemnation (the “Second Closing Condemnation Items”) after the Initial Closing and prior to the Second Closing (a “Second Closing Condemnation Loss”), Crestwood shall prepare and deliver to CEGPS no later than 15 days following such event, a good faith and reasonable estimate of the sum of, without double-counting, # the value of such taken property or asset plus # the amount of any lost profits reasonably expected after the Second Closing as a result of such Second Closing Condemnation Loss, in each case of the [foregoing clauses (i) and (ii)])], net of and after giving effect to the amount of any condemnation awards to be received by Crestwood Pipeline East as a result of the Second Closing Condemnation Loss (such calculation, a “Second Closing Condemnation Value Calculation”). If CEGPS reasonably objects to the Second Closing Condemnation Value Calculation prepared by Crestwood and delivers a Notice of such objection to Crestwood within 10 days of receipt of the Second Closing Condemnation Value Calculation prepared by Crestwood, then Crestwood shall cause an independent firm selected by Crestwood and reasonably acceptable to CEGPS to prepare, within a 20-day period, an alternative Second Closing Condemnation Value Calculation which shall be final, conclusive and binding on the Parties (the “Second Closing Condemnation Value”). If CEGPS fails to object to the Second Closing Condemnation Value Calculation prepared by Crestwood within 10 days of having received such calculation, then the Second Closing Condemnation Value Calculation prepared by Crestwood shall be deemed to be the Second Closing Condemnation Value. If the Second Closing or the Second End Date is expected to occur prior to the finalization of the Second Closing Condemnation Value, then the Second Closing Date shall be extended, if necessary, to no earlier than the 15th Business Day after such Second Closing Condemnation Value is finalized and the Second End Date shall be extended to no earlier than the 17th Business Day after such Second Closing Condemnation Value is finalized.

If the Initial Closing Condemnation Value is greater than an amount equal to 1% of the Total CEGPS Contribution but does not exceed an amount equal to 12.5% of the Total CEGPS Contribution, the amount of # the Initial CEGPS Contribution shall be reduced by 50% of that portion of the Initial Closing Condemnation Value that is not attributable to any Second Closing Condemnation Items (such portion, the “Net Initial Closing Contributed Entities Condemnation Value”) and # the Second CEGPS Contribution shall be reduced by 50% of that portion of the Initial Closing Condemnation Value that is attributable to any Second Closing Condemnation Items (such portion, the “Crestwood Pipeline East Condemnation Value”) and such condemnation shall not otherwise affect the Applicable Closing. If the Initial Closing Condemnation Value is in excess of an amount equal to 12.5% of the Total CEGPS Contribution, either Party may elect, by Notice to the other Party within 10 Business Days after the finalization of the Initial Closing Condemnation Value, to terminate this Agreement. If neither Party terminates this Agreement pursuant to the preceding sentence, the # the Initial CEGPS Contribution shall be reduced by 50% of the Net Initial Closing Contributed Entities Condemnation Value and # the Second CEGPS Contribution shall be reduced by 50% of Crestwood Pipeline East Condemnation Value and such Initial Closing Condemnation Loss shall not otherwise affect the Initial Closing or the Second Closing. If the Initial Closing Condemnation Value is less than an amount equal to 1% of the Total CEGPS Contribution, neither CEGPS nor Crestwood shall have the right or option to terminate this Agreement and there shall be no reduction in the amount of the Initial CEGPS Contribution or the Second CEGPS Contribution as a result of the Initial Closing Condemnation Loss.

Deposits into the Insurance, Condemnation and Extraordinary Proceeds Account. Until the Discharge Date, the Borrower shall cause all Insurance Proceeds, all Condemnation Proceeds and all Extraordinary Proceeds to be deposited in or credited to the Insurance, Condemnation and Extraordinary Proceeds Account.

the Company and the Subsidiaries may dispose of assets subject to any casualty or condemnation proceeding (including dispositions in lieu of condemnation);

“Insurance, Condemnation and Extraordinary Proceeds Request Certificate” means an Insurance, Condemnation and Extraordinary Proceeds Request Certificate in substantially the form of Exhibit D.