Instituting Proceedings. Employee represents and warrants that, as of the date of this Agreement, Employee has not filed or commenced any suit, claim, charge, complaint, action, arbitration, or legal proceeding of any kind against any of the Releasees. Employee agrees not to institute any claim, lawsuit or arbitration proceeding based on claims described in Section 4. If Employee institutes any claim, lawsuit, or arbitration proceeding based on any claims described in Section 4, Employee will: # immediately take any and all actions necessary to effectuate the immediate dismissal of the lawsuit or arbitration proceeding; and # pay LP and the other Releasees for any and all reasonable attorney’s fees and costs incurred as a result of or in connection with the lawsuit or arbitration proceeding. Nothing in this Agreement, however, shall be construed to affect the rights and responsibilities of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, or any other federal, state or local agency with similar responsibilities (the “Agencies”) to enforce any laws pertaining to the terms or conditions of employment, employment discrimination or retaliation, or union activity or participation. This waiver will not be used to justify interfering with the protected right of Employee to file a charge or participate in an investigation or proceeding conducted by the Agencies; however, Employee waives the right to any benefits or recovery, including monetary compensation or reinstatement, arising out of any such investigation or proceeding, as permitted by law.

Infringement Proceedings. Bank shall take no action of any kind with respect to marks deemed confusingly similar to any of the Company Marks, except with the express written authorization of Company, and shall, at the request and expense of Company, cooperate in such action as Company may deem appropriate under the circumstances for the protection of the Company Marks. Notwithstanding the foregoing, it is understood and agreed that Company shall take all reasonable steps to prevent infringement of the Company Marks by any credit provider.

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated ​ that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the ​ or any other Loan Party at a time when such ​ is an Affiliated ​, such Affiliated ​ irrevocably authorizes and empowers the Administrative ​ to vote on behalf of such Affiliated ​ with respect to the Term Loans held by such Affiliated ​ in any manner in the Administrative ​’s sole discretion, unless the Administrative ​ instructs such Affiliated ​ to vote, in which case such Affiliated ​ shall vote with respect to the Term Loans held by it as the Administrative ​ directs; provided that such Affiliated ​ shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative ​) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated ​ in a manner that is less favorable in any material respect to such Affiliated ​ than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the ​. The Lenders and each Affiliated ​ that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this [Section 11.07(j)] and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated ​ constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the ​ or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the ​ or such Restricted Subsidiary, as applicable. Each Affiliated ​ hereby irrevocably appoints the Administrative ​ (such appointment being coupled with an interest) as such Affiliated ​’s attorney-in-fact, with full authority in the place and stead of such Affiliated ​ and in the name of such Affiliated ​ (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated ​ may otherwise have), from time to time in the Administrative ​’s discretion to take any action and to execute any instrument that the Administrative ​ may deem reasonably necessary to vote on behalf of such Affiliated ​ as set forth in this [Section 11.07(j)].

Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Borrower or any Material Subsidiary, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of any Borrower’s or any Material Subsidiary’s properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; # any Borrower or any Material Subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or # any Borrower or any Material Subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its property or business; or

Subsequent Proceedings. The parties agree that this Letter Agreement may be used as evidence only in a subsequent proceeding to enforce the provisions of this Letter Agreement and/or a subsequent proceeding in which the provisions of this Letter Agreement are a defense to a claim or suit brought against the Company by you.

Corporate Proceedings. The Agent shall have received, with a copy for each Bank, a copy of the resolutions, in form and substance reasonably satisfactory to the Agent, of the Board of Directors of ​ authorizing # the execution, delivery and performance of this Agreement and # the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary of ​ as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and shall be in form and substance reasonably satisfactory to the Agent.

Legal Proceedings. Except as set forth on [Section 4.8] of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened material Legal Proceedings # against or by the Company or any of its Subsidiaries affecting any of its properties or assets, or # against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the Transaction. To the Knowledge of the Company, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such material Legal Proceeding. There is no outstanding Order imposed upon the Company or any of its Subsidiaries. Notwithstanding the foregoing, for all purposes of this Agreement, none of the Company, the Representative or any of the Equity Holders make any representation or warranty (pursuant to this [Section 4.8] or otherwise) regarding the effect of the applicable antitrust, merger control, competition or fair trade laws on its ability to execute, deliver, or perform its obligations under this Agreement or to consummate the Transaction as a result of the enactment, promulgation, application or threatened or actual judicial or administrative investigation or Legal Proceeding under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Transaction.

Legal Proceedings. There are no pending, or, to the Knowledge of Crestwood, threatened, Actions against or affecting Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entities, or any of their properties, assets, operations or business except, in each case, as would not # be material to the Contributed Entities, taken as a whole, or # have a material adverse effect on the ability of Crestwood and its Affiliates, including Newco, Newco Service Company and the Contributed Entities, to consummate the transactions contemplated hereby or the ability of Crestwood to perform its material obligations hereunder. Except as would not be material to the Contributed Entities, taken as a whole, none of Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entities, is a party or subject to or in default under any judgment, order, injunction or decree of any Governmental Entity or arbitration tribunal applicable to it or any of its properties, assets, operations or business. Except as would not be material to the Contributed Entities, taken as a whole, there is no pending or to the Knowledge of Crestwood threatened investigation of or affecting Newco, Newco Service Company or any of the Contributed Entities or any of their properties, assets, operations or business by any Governmental Entity. There are no pending or threatened Actions by any Contributed Entity against any third party.

Conduct of Business. During the period from the date hereof to the Closing of the Acquisition contemplated herein: # [[Organization B:Organization]]’s business and the Company’s business will be carried on in accordance with all applicable laws, rules and regulations (the violation of which would have a material adverse effect on the other parties) and in a manner consistent with past customs and practices; and # [[Organization B:Organization]] and the Company agree to conduct their respective businesses in the ordinary course thereof.

From the date of this Agreement through the Closing Date, the Company shall conduct its business in the ordinary course consistent with the Company’s past practice and shall not engage in any extraordinary transaction without the Buyer’s prior written Consent. Without limiting the foregoing, the Company shall not, without the Buyer’s prior written consent,