Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this [Section 2.16] (including by the payment of additional amounts pursuant to this [Section 2.16]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph # (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Treatment of Certain Refunds. Unless required by applicableApplicable Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section, it shall pay to the Loan Parties an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSW

Treatment of Certain Refunds. If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has

Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this [Section 3.5] (including by the payment of additional amounts pursuant to this [Section 3.5]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this [Section 3.5] with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph # (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan

Consistent Treatment. Notwithstanding anything in this [Section 3.04] to the contrary, no Lender shall receive compensation pursuant to this [Section 3.04], unless such Lender certifies that it is generally seeking compensation from other borrowers in the United States loan market with respect to similarly affected loans under agreements with such borrowers having provisions similar to this [Section 3.04].

Tax Treatment. If any interest in any Loan Document is transferred to any Transferee which is not incorporated under the laws of the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of [Section 3.4(f)].

Tax Treatment. The Parties agree that for U.S. federal income tax purposes and for the purposes of certain state income tax law that incorporates or follows federal income tax principles, the distribution of # the Initial Distribution to Crestwood shall be made # to reimburse Crestwood for expenditures described in Treasury Regulations Section 1.707-4(d) to the extent applicable, and # in a transaction subject to treatment under Section 707(a) of the Code and its implementing Treasury Regulations as in part a sale and in part a contribution of the assets of the Initial Contributed Entities (other than the assets of Crestwood Storage, Inc. and Stagecoach Pipeline & Storage Company, LLC), its Equity Interests in Crestwood Storage Inc. and its Equity Interests in each of Stagecoach Pipeline & Storage Company, LLC and Newco Service Company to the extent Treasury Regulations Section 1.707-4(d) is inapplicable (the amount of such distribution in excess of the amount described in Section 7.1(i), the “Initial Closing Tax Purchase Price”), and # the Second Distribution to Crestwood shall be made # to reimburse Crestwood for expenditures described in Treasury Regulations Section 1.707-4(d) to the extent applicable, and # in a transaction subject to treatment under Section 707(a) of the Code and its implementing Treasury Regulations as in part a sale and in part a contribution of the assets of Crestwood Pipeline East to the extent Treasury Regulations Section 1.707-4(d) is inapplicable (the amount of such distribution in excess of the amount described in Section 7.1(i), the “Second Closing Tax Purchase Price”). The Parties shall and shall cause Newco to report any such consideration consistently therewith.

No Refunds / Exchanges. Except for instances involving Nonconforming Products, Products covered by the Product Warranty, or Product returns governed under a separate agreement on a case-by-case basis between the Parties, all sales are final. There shall be no refunds, returns or exchanges of the Product, unless # ​ fails to deliver the Product to ​ within thirty (30) days of the date the ​ paid ​ for the Products (or such later date as agreed or noted in writing between the Parties on a case-by-case basis), # as otherwise later agreed to in writing between the Parties, or # for the avoidance of doubt, any Products that are subject to the Product Warranty may be eligible for return or exchange in accordance with the terms and conditions of the Product Warranty. If a return is authorized by ​ for reasons not involving Nonconforming Products or the Product Warranty, ​ shall bear all risk of loss or damage during shipment, as well as all shipping expenses, of any returned Product, and ​ shall be subject to and responsible for the payment of a restocking fee in an amount equal to thirty-five percent (35%) of the Base Rate (as defined below).

SECTION # Treatment of Certain Information; No Fiduciary Duty; Confidentiality 111

“2015 JPMC Credit Facility” means that certain Credit Agreement, dated as of August 12, 2015, among the Borrower, the [[Organization A:Organization]] party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, together with any credit facility of the Borrower that replaces, renews, refinances or refunds the foregoing.

“Revolving Credit Facility” means that certain Credit Agreement, dated as of June 2, 2014, among the Borrower, the [[Organization A:Organization]] party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, together with any credit facility of the Borrower that replaces, renews, refinances or refunds the foregoing.

OPTIONEES TO WHOM INCENTIVE STOCK OPTIONS ARE GRANTED MUST MEET CERTAIN HOLDING PERIOD AND EMPLOYMENT REQUIREMENTS FOR FAVORABLE TAX TREATMENT.