Liens. Holdings shall not, and shall not permit the Borrower or any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Holdings, the Borrower or any Subsidiary Guarantor (any such Lien, the “Initial Lien”) on any asset or property of Holdings, the Borrower or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, except, in the case of any asset or property that does not constitute Collateral (including assets or property that previously constituted Collateral that have been released from the Liens securing the Loans and the Guarantees), any Initial Lien on such assets or property shall be permitted notwithstanding it is not a Permitted Lien if, subject to the Agreed Security Principles, the Loans are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the obligations secured by such Initial Lien until such time as such obligations are no longer secured by an Initial Lien on such assets or property.

Liens. [[Organization A:Organization]] will not, nor will it permit any of its Significant Subsidiaries to, create, incur, or suffer to exist any Lien in, of or on the Property of [[Organization A:Organization]] or any such Significant Subsidiary, except:

Liens. Crestwood Midstream shall use all reasonable efforts to prevent any liens or encumbrances from being filed against the Facilities which arise from any maintenance, repair, alteration, improvement, renewal or replacement in or to the Facilities; provided, however, that the foregoing shall not require that Crestwood Midstream expend its own funds unless such lien arises as a result of the fraud, malfeasance, gross negligence, willful misconduct or material breach of this Agreement by Crestwood Midstream. Crestwood Midstream shall cooperate fully in obtaining the release of any such liens, and if a lien arises as a result of the fraud, malfeasance, gross negligence, willful misconduct or material breach of this Agreement by Crestwood Midstream, Crestwood Midstream shall bear the cost of obtaining the release of the lien and any other costs or expenses related to the lien. Notwithstanding the foregoing, Crestwood Midstream shall have the right to contest by appropriate proceedings conducted diligently and in good faith the amount or validity of any lien arising from the maintenance, repair, alteration, improvement, renewal or replacement in and to the Facilities; provided, however, that nothing contained herein shall prevent Newco from contesting the amount or validity of any lien or encumbrance in its own right.

“Permitted Liens” means # Liens in favor of the Borrower created pursuant to the Second Tier Purchase Agreement, # Liens in favor of the Trust in respect to the North Carolina Receivables, # Liens in favor of any Agent or the Administrative Agent, as agent for the Secured Parties created pursuant to this Agreement or any other Basic Document, # mechanics’ and other statutory Liens arising by operation of law with respect to a Hard Secured Receivable and # Liens for taxes and assessments not yet due or for taxes which the Borrower is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Secured Parties under the Basic Documents.

Amendments to this Agreement. Other than for Commitment Increases effected in accordance with [Section 2.08(e)], neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required [[Consenting Lenders:Organization]] or by the Borrower and the Administrative Agent with the consent of the Required [[Consenting Lenders:Organization]]; provided that no such agreement shall:

Confidentiality of this Agreement. The terms of this Agreement may not be revealed by the Parties to any third party (except to each of the Parties’ agent(s), attorney(s), accountant(s) and manager(s), each of whom will observe confidentiality, or if legally required to do so by statute, regulation, judicial or governmental order or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process in a judicial or governmental proceeding or in connection with legal action or arbitration to enforce this Agreement).

Authorization of this Agreement. This Agreement and the Master Forward Confirmation have been duly authorized, executed and delivered by or on behalf of the Selling Stockholder.

Registration of this Agreement. To the extent, if any, that either Party concludes in good faith and acting reasonably that it or the other Party is required to file or register this Agreement or a notification thereof with any Governmental Authority, such Party shall inform the other Party thereof. If both Parties jointly agree that either Party is required to submit or obtain any such filing, registration or notification, they shall cooperate in such filing, registration or notification and shall execute all documents reasonably required in connection therewith. In such filing, registration or notification, the Parties shall request confidential treatment of sensitive provisions of this Agreement, to the extent permitted by Applicable Law. The Parties shall promptly inform each other as to the activities or inquiries of any such Governmental Authority relating to this Agreement, and shall reasonably cooperate to respond to any request for further information therefrom on a timely basis.

Severability of this Agreement. The provisions of this Agreement shall be deemed severable. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Interpretation of This Agreement. All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan will be binding and conclusive upon the Company and you. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.