Limited Liability Company Agreements. CEGPS shall have delivered to Crestwood # an executed counterpart of the Newco LLC Agreement, signed by CEGPS, and # an executed counterpart of the Amended and Restated LLC Agreement of Newco Service Company in the form to be attached to the Newco LLC Agreement, signed by CEGPS (on behalf of Newco).

Limited Liability Company Documents. With respect to each Credit Party that is a limited liability company, if applicable, receipt by the Administrative Agent of the following:

Limited Liability. The obligations of each party hereto are intended to be binding only on such party and the property of such party, and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of its trustees, partners, officers, beneficiaries, directors, members, or shareholders, or of its investment manager, the general partners, officers, directors, members, or shareholders thereof, or any employees or agents of such party or its investment manager.

Limited Liability. None of the Administrative Agent, the Lenders, any Issuing Bank, or any of their Related Parties, will have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any of the circumstances referred to in [[clauses (a), (b) or (c) of Section 2.05(6)])])]]; provided that the foregoing will not be construed to excuse the applicable Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are

Liability, Limited; Indemnification. The members of the Committee and each of them shall be free from all liability, joint and several, for their acts and conduct, and for the acts and conduct of any duly constituted agents. The Employer shall indemnify and save them harmless from the effects and consequences of their acts and conduct in such official capacity except to the extent that such effects and consequences flow from their own willful misconduct. Under no circumstances will members of the Committee be personally liable for the payment of Plan benefits.

Limited Liability of Limited Partners. No Limited Partner shall be liable for any of the losses, debts or obligations of the Partnership beyond the amount of his Capital Commitment or be required to contribute any capital beyond his Capital Commitment, or be required to lend any funds to the Partnership, except that a Limited Partner may be required by law to return any or all of that portion of his Initial Capital Contribution which has been distributed to him, with interest, if necessary to discharge Partnership liabilities to all creditors who extended credit or whose claims arose prior to such return of capital.

No Company Liability. All RSUs and any Dividend Equivalents granted hereunder are intended to be compliant with Code Section 409A, and this Agreement and the Plan shall be interpreted, construed and operated to reflect this intent. Notwithstanding the foregoing, this Agreement and the Plan may be amended at any time, without the consent of any party, to the extent that is necessary or desirable to satisfy any of the requirements under Code Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any Subsidiary based on matters covered by Code Section 409A, including the tax treatment of any amount paid or RSUs and any Dividend Equivalents granted under this Agreement, and neither the Company nor any of its Subsidiaries shall under any circumstances have any liability to the Grantee or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Code Section 409A.

Company Support Agreements. On or before the earlier to occur of # one day prior to the date the Registration Statement is filed with the SEC or # ​, the Company shall deliver to BRPA the Support Agreements, pursuant to which each of the Supporting Stockholders party thereto has agreed to, among other things, vote all of the shares of Company Stock beneficially owned by such Supporting Stockholder in favor of the Merger and the other Transactions including the conversion of the Supporting Stockholder’s Company Preferred Stock, if any, contemplated by [Section 1.3(a)] (which vote may be accomplished by executing a written consent) (all of the Supporting Stockholders that are party to the Support Agreements delivered in accordance with this [Section 5.23], the “Requisite Stockholders”). The affirmative vote of the Requisite Stockholders to approve and adopt this Agreement and to approve the Transactions will be sufficient to obtain the Company Stockholder Approval.

if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and

Assumption of Liability by Company. If Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, Company shall indemnify lndemnitee's estate and Indemnitee's spouse, heirs, administrators and executors against, and Company shall and does hereby agree to assume, any and all costs, charges and expenses (including attorneys' fees), penalties and fines actually and reasonably incurred by or for Indemnitee or Indemnitee's estate, in connection with the investigation, defense, settlement or appeal of any such action, suit or proceeding. Further, when requested in writing by the spouse of Indemnitee, and/or the heirs, executors or administrators of Indemnitee's estate, Company shall provide appropriate evidence of Company's agreement set out herein to indemnify Indemnitee against and to assume itself such costs, charges, liabilities and expenses.