General Indemnification. ​ shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each Indemnified Person from and against any and all actual out-of-pocket losses incurred by ​ in respect of or as a result of any and all claims, suits, liabilities (including strict liabilities), actions, demands, proceedings, obligations, debts, damages (excluding special, speculative, exemplary, punitive and consequential damages to the extent not asserted against or actually incurred by an Indemnified Person to a third party and claims for diminution of property value), (including, but not limited, to reasonable attorneys’ fees and other costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Person and directly or indirectly arising out of or in any way relating to any one or more of the following: # ownership of the Loan and/or the Loan Documents, the Property, or receipt of any Rents (or any interest in any of the foregoing); # any amendment to, or restructuring of, the Debt, the Note, this Agreement or any other Loan Documents; # any and all lawful action that may be taken by ​ in connection with the enforcement of the provisions of this Agreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with ​, any guarantor or indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; # any accident, injury to, or death of, persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; # any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; # any failure on the part of ​ to perform or be in compliance with any of the terms of this Agreement or any of the other Loan Documents; # performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; # the failure of any person to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with the Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which the Mortgage is made; # any failure of the Property to be in compliance with any Legal Requirements; # the enforcement by any Indemnified Person of the provisions of this [Section 10.6.1]; # any and all claims and demands whatsoever which may be asserted against ​ by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; # the payment of any commission, charge or brokerage fee to anyone claiming through ​ which may be payable in connection with the funding of the Loan; or # any misrepresentation made by ​ in this Agreement or any other Loan Document. Any amounts payable to ​ by reason of the application of this [Section 10.6.1] shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by ​ until paid. Notwithstanding anything to the contrary contained herein, in no event shall ​ be obligated to indemnify ​ from any loss or expense arising from ​’s or ​’s agents willful misconduct or gross negligence.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE VIII, the amount of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any. No Seller will have any right to seek contribution from the Company or Buyer with respect to all or any part of such Seller’s indemnification obligations under this ARTICLE VIII. The Buyer Indemnified Parties will not make any claim against the Sellers in respect of any representation, warranty, covenant or any other obligation of the Company to Buyer hereunder or under any Ancillary Document to which the Company is a party, and may solely seek action against the Company.

Subject to the limitations and other provisions of this Article IX, from and after the Applicable Closing Date, Crestwood shall indemnify and hold harmless each of CEGPS, its Affiliates and its and their equityholders, officers, directors, trustees, employees, managers, advisors, representatives or agents, and each of their respective successors and permitted assigns (collectively, the “CEGPS Indemnified Parties”) from and against any and all Adverse Consequences arising out of, resulting from, or caused by any # misrepresentation or breach of any representation or warranty made by Crestwood in this Agreement or in any certificate furnished or delivered by Crestwood to CEGPS pursuant to this Agreement, # breach of any covenant or agreement of Crestwood contained in this Agreement, # Crestwood Indemnified Tax or # Transaction Expenses to be paid by Newco, Newco Service Company or any of the Contributed Entities to the extent not reflected in the calculation of the Initial Post-Closing Adjustment or the Second Post-Closing Adjustment; provided, however, for clarity, that for purposes of [(i) and (ii) above], Crestwood shall have no indemnification obligation under this Article IX in respect of matters relating to Crestwood Pipeline East or its assets unless the Second Closing occurs.

A Party seeking indemnification pursuant to this Article IX (an “Indemnified Party”) shall give written notice (the “Claim Notice”) to the Party from whom such indemnification is sought (the “Indemnifying Party”) of any claim for which it is seeking indemnity under this Article IX (a “Claim”), but failure to give a Claim Notice shall not relieve the Indemnifying Party of any Liability hereunder except to the extent that the Indemnifying Party has suffered actual prejudice thereby. Any survival period time limitation specified in [Section 9.2(a)] shall not apply to a Claim which has been the subject of a Claim Notice from the Indemnified Party to the Indemnifying Party given in good faith prior to the expiration of such period.

Section # General Indemnification.

General Indemnification Provisions

Exhibit #: General Release of All Claims Exhibit B: Indemnification Agreement

General. This Amendment is governed by and construed in accordance with the laws of the State of Illinois and forms part of and is subject to the terms and conditions of the Plan; however, the terms of this Amendment shall prevail to the extent of any conflict or inconsistency between the terms of this Amendment and the Plan, and all references in the Plan to “the Plan,” “herein,” “hereof” or similar terms shall be deemed to refer to the Plan as amended by this Amendment. Except as specifically amended pursuant to the foregoing, the Plan shall continue in full force and effect in accordance with the terms in existence as of the date of this Amendment. This Amendment, together with the Plan and the agreements referred to therein and herein, contains the entire agreement of the parties with respect to the matters herein, and may not be amended or modified except by an instrument executed in writing by all parties hereto. The parties may execute this Amendment in one or more counterparts, each of which shall for all purposes be deemed to be an original but both of which together shall constitute one and the same Amendment.

General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).

General. Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based-Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.