Approval by Newco. Newco shall prepare and approve the final Annual Budget by December 1 of the calendar year in which Crestwood Midstream submitted a proposed Annual Budget pursuant to [clause (a) above]. If the Annual Budget is not approved by Newco prior to the date when such Annual Budget is to become effective, Crestwood Midstream shall continue to use the Annual Budget then in effect, extrapolated to a 12-month budget period in the case of the use of the Annual Budget for 2016, except that # any items of the proposed Annual Budget that previously were approved by the Board shall be given effect in substitution of the corresponding items in the Annual Budget for the previous year, # any one-time or non-recurring items and the corresponding budget entries therefor shall be deleted, and # all other categories of expenses from the Annual Budget for 2016 or the Annual Budget for the previous period or year, as applicable, shall be increased by five percent (5%).

Annual Budget. The Parties acknowledge and agree that Exhibit A reflects the Annual Budget for the balance of 2016. Crestwood Midstream shall use its Best Efforts to submit to Newco a proposed Annual Budget for each subsequent Fiscal Year on or before September 15 of the preceding year. Each proposed Annual Budget shall include such supporting documentation and data as reasonably requested by Newco and be in a form established or approved by Newco from time to time. Such forms shall contain the types of information included in prior Annual Budgets and reflect substantially similar methodologies to those used in the preparation of such prior Annual Budgets. Each Annual Budget shall itemize the expected costs and expenses Crestwood Midstream anticipates will be required to be incurred in providing the Services by individual line items in accordance with the procedures set forth in [Schedule 5.01(a)] (the “Accounting Procedures”).