Initial Public Offering. The foregoing restrictions shall cease to be of any further force or effect upon the closing date of a MERGER of Securities.

Initial Development Activities. ​ shall perform the Initial Development Activities, and shall do so in accordance with the Initial Development Plan and Budget by allocating sufficient time, effort, equipment, and skilled personnel to complete such Initial Development Activities. ​ shall provide [[Organization A:Organization]] with monthly high-level status reports noting project critical path activities, risks and mitigation plans. If ​ is in material breach of its obligation to perform any Initial Development Activities and fails to remedy such breach within […​…] after written notice thereof from [[Organization A:Organization]], [[Organization A:Organization]] shall have the right, at [[Organization A:Organization]]’s sole election, and without limitation to any other right or remedy available to [[Organization A:Organization]], to assume and complete some or all of such Initial Development Activities. The Parties acknowledge and agree that in the event [[Organization A:Organization]] assumes some or all of such Initial CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...​...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Initial Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders holding Initial Term Loans outstanding in consecutive quarterly scheduled installments on each March 31, June 30, September 30 and December 31 (commencing on March 31, 2017) as set forth below (which scheduled installments shall, to the extent applicable, be reduced as a result of the application of pre-payments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased scheduled installment to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made or deemed to be made as of the Closing Date):

At least three Business Days before the Initial Closing Date, Crestwood shall prepare and deliver to CEGPS a statement setting forth # its good faith estimate of Initial Closing Working Capital (the “Initial Estimated Closing Working Capital”), Initial Closing Indebtedness (the “Initial Estimated Closing Indebtedness”) and Initial Closing Transaction Expenses (the “Initial Estimated Closing Transaction Expenses”) and # its good faith estimate of Initial Closing Crestwood Pipeline East Working Capital (the “Initial Estimated Closing Crestwood Pipeline East Working Capital”) and Initial Closing Crestwood Pipeline East Indebtedness (the “Initial Estimated Closing Crestwood Pipeline East Indebtedness”), which statement shall contain # an estimated consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities), based on the trial balances of Newco and the Contributed Entities, and an estimated balance sheet of Crestwood Pipeline East, based on the trial balances of Crestwood Pipeline East, in each case as of the Initial Closing Date (assuming the contribution to Newco of the Contributed Entities but without giving effect to the Initial CEGPS Contribution or the Second CEGPS Contribution), # a calculation of Initial Estimated Closing Working Capital and Initial Estimated Closing Crestwood Pipeline East Working Capital, and an itemized list of Initial Estimated Closing Indebtedness, Initial Estimated Closing Transaction Expenses, and Initial Estimated Closing Crestwood Pipeline East Indebtedness, and # a certificate of the Chief Financial Officer of Crestwood that # Initial Estimated Closing Working Capital, Initial Estimated Closing Indebtedness, Initial Estimated Closing Transaction Expenses, Initial Estimated Closing Crestwood Pipeline East Working Capital and Initial Estimated Closing Crestwood Pipeline East Indebtedness were determined in accordance with the definitions thereof, respectively, and # the estimated consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities), based on the trial balances of Newco and the Contributed Entities, and estimated balance sheet of Crestwood Pipeline East, based on the trial balances of Crestwood Pipeline East, were prepared in accordance with GAAP.

This Agreement shall enter into force and effect as set forth in [Section 2.3.1] and, subject to [Section 21], shall continue in force and effect until the twentieth (20th) anniversary of the Full ACQ Date (“Initial Term”), unless extended for the following elections (in the following order of priority):

3.2Effect of Elections/Changes to Elections.

[Section 83(b)] Elections. A Participant may make an election under Section 83(b) of the Code (the “[Section 83(b)] Election”) with respect to Restricted Shares. If a Participant who has received Restricted Share Units provides the Committee with written notice of his or her intention to make a [Section 83(b)] Election with respect to the Shares subject to such Restricted Share Units, the Committee may in its discretion convert the Participant’s Restricted Share Units into Restricted Shares, on a one-for-one basis, in full satisfaction of the Participant’s Restricted Share Unit Award. The Participant may then make a [Section 83(b)] Election with respect to those Restricted Shares. Shares with respect to which a Participant makes a [Section 83(b)] Election shall not be eligible for deferral pursuant to Section 9.

Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to make Additional Term Loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Additional Term Loans and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Additional Term Loans.

Elections to Defer Compensation. An Eligible Employee shall be entitled to defer Compensation and/or Performance Share Awards (if so permitted by the Company) in accordance with and subject to the conditions of this [Article III], by filing with the Committee a deferral election in such form and manner and at such time permitted under this [Article III] as the Committee shall prescribe. The election forms and accompanying explanatory materials prescribed by the Committee for describing the time within which such elections may be made shall be treated as part of the Plan.

Cancellation of Deferral Elections. As provided by Section 2.12, in the event of a distribution under Section 6.5.1 the Plan Administrator will cancel the Participant’s deferral elections for the balance of the applicable Plan Year.