Obligation to Pay. The Company is not obligated to pay compensation to MP Securities with respect to any sale of the Notes unless and until such time as a closing for that sale has occurred and the Company has received the proceeds from such sale.

Obligation of Company. Except as otherwise specifically provided in this Agreement, nothing in this Agreement shall be construed to affect the Company’s right to modify the Executive’s position or duties, compensation, or other terms of employment, or to terminate the Executive’s employment. Nothing in this Agreement shall be construed to provide ​ Executive any rights upon termination of the Executive’s employment with the Company other than as specifically described in paragraphs 3 through 6. If the Executive’s employment is terminated before a Sale of the Company for any reason, the Executive’s benefits shall be determined in accordance with the Severance Agreement, Change in Control Agreement, and any applicable retirement, insurance and other programs of the Company or AMC as may then be in effect.

As a condition of the grant, vesting, exercise and/or settlement of an Award granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising or holding the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations under this Section 11, the Administrator shall be allowed to withhold Shares in an amount equal to the minimum statutory withholding rates for federal, state, and local tax purposes, including payroll taxes, or in a greater amount if such greater amount would not result in adverse financial accounting consequences.

Grandfathered Obligation Status. For purposes of determining withholding Taxes imposed under FATCA, from and after the Second Amendment Date, the Borrowers and the Administrative Agent shall treat (and [[Organization A:Organization]] hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Authorization/Valid Obligation. Crestwood Midstream has the limited liability company authority to execute, deliver and perform under this Agreement. The execution, delivery and performance of this Agreement by Crestwood Midstream has been duly authorized by all necessary limited liability company action and no additional authorizations are required in connection with Crestwood Midstream’s execution, delivery and performance of this Agreement. Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated will violate the articles of organization, limited liability company agreement or other governing documents of Crestwood Midstream or will result in any breach or default under any agreement or other instrument to which Crestwood Midstream is a party.

Authorization/Valid Obligation. It has the limited liability company authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by it has been duly authorized by all necessary limited liability company action and no additional approvals or authorizations are required in connection with its execution, delivery and performance of this Agreement. Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated will result in any breach or default under any agreement or other instrument to which it is a party.

OBLIGATION TO MAKE PAYMENTS. All payments required by the Plan shall be made by Interpublic; provided, that Interpublic may cause another party, such as an Affiliate, to make the payment.

Obligation to Cash Collateralize. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to [Section 2.16(a)(iv)] and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the then Outstanding Amount of the L/C Obligations.

Exceptions to Confidentiality Obligation. Any obligation of confidentiality under this [Article 35.0] shall not apply to the extent that the Party seeking to avoid such obligation can show that:

The Executive shall not be required to seek other employment, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise, except as may be provided under [Section 4(b)] with respect to medical insurance benefits. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set­ off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Executive or others.