I render no opinion herein as to any provisions of federal or state securities laws and regulations (including laws and regulations administered by the United States Securities and Exchange Commission), state “blue sky” laws and regulations, laws and regulations relating to commodity (and other) futures and indices and other similar instruments, federal or state forfeiture laws, any federal or state laws regulating transactions involving employee benefit plans, including, without limitation, the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended, federal and state antitrust and unfair competition laws and regulations, federal and state environmental, land use, subdivision and zoning laws and regulations, tax laws and regulations, racketeering (e.g., RICO) laws and regulations, and health and safety (e.g., OSHA) and labor laws and regulations.

“Purchaser Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the ability of the Purchaser and/or Merger Sub to consummate the Transaction on a timely basis or perform its or their obligations under this Agreement; provided, however, that “Purchaser Material Adverse Effect” shall not include any event, occurrence, fact, condition or change arising out of or attributable to the enactment, promulgation, application or threatened or actual judicial or administrative investigation or Legal Proceeding under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Transaction which adversely affects Purchaser’s ability to execute, deliver, or perform its obligations under this Agreement or to consummate the Transaction.

“Backstop Option Premium” shall be equal to five percent (5%) of the aggregate amount of the Rights Offering, payable, at the option of the Company, in # Common Stock or, if required due to compliance with Antitrust Laws, Preferred Stock, # cash or # other equity securities; provided, that with respect to option (iii), the type of equity securities shall be as mutually agreed by the parties. The Backstop Option Premium shall be paid to the Backstop Parties in accordance with the allocation set forth on [Schedule 1.2(e)], provided, that to the extent any Backstop Party fails to honor any portion of its Backstop Commitment, the Backstop Party who honors such portion of such defaulting Backstop Party’s Backstop Commitment shall receive any portion of the Backstop Option Premium associated with such portion of such defaulting Backstop Party’s Backstop Commitment.

The Permal Contributor and its counsel, on the one hand, and the EnTrust Contributor and its counsel, on the other hand, shall have the right to review in advance (and to have their reasonable comments reflected in) any information relating to the Permal Entities or EnTrust Entities, as the case may be, that appear in any filing consistent with antitrust laws made with, or written materials submitted to, any Governmental Authority in connection with the consummation of the Transactions. If any party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the consummation of the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Notwithstanding the foregoing, subject to applicable Law, with respect to any information relating to or written materials relating to antitrust matters submitted to any Governmental Authority in connection with this Agreement, the Permal Contributor and its counsel, on the one hand, and the EnTrust Contributor and its counsel, on the other hand, shall have their views considered in good faith by the other Contributor and provide counsel for the other Contributor with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party to a Governmental Authority or received from such Governmental Authority in connection with this Agreement. The Parties may also, as each deems reasonably necessary, designate any competitively sensitive material provided to the other under this Section 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel.

Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Parry also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or other equitable relief in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the Parties or any ongoing arbitration proceeding, In addition, either Party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of Patents or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to [Section 12.6(b)]. Further, no claim under any antitrust, anti-monopoly or competition law or regulation, whether or not statutory, shall be subject to arbitration pursuant to [Section 12.6(b)].

Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: # cause a violation, or a default, by Parent or Merger Sub of any applicable legal requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or # conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Proxy Statement), any “anti-takeover” laws, the DGCL, in connection with the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

I render no opinion herein as to any provisions of federal or state securities laws and regulations (including laws and regulations administered by the United States Securities and Exchange Commission), state “blue sky” laws and regulations, margin regulations (other than compliance with the provisions of Regulation U and Regulation X of the Federal Reserve Board with respect to the making of the Loans as provided in the Credit Agreement), laws and regulations relating to commodity (and other) futures and indices and other similar instruments, federal or state forfeiture laws, any federal or state laws regulating pensions and employee benefits, including, without limitation, the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended, federal and state antitrust and unfair competition laws and regulations, federal and state environmental, land use, subdivision and zoning laws and regulations, tax laws and regulations, racketeering (e.g., RICO) laws and regulations, health and safety (e.g., OSHA) and labor laws and regulations, bulk transfer laws and patent, copyright and trademark laws.

Except as set forth on [Section 4.3(b)] of the Company Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Authority (a “Governmental Approval”) is required by or with respect to the Company or any Subsidiary of the Company in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Agreements to which the Company is a party or the consummation of the Transaction by the Company, except for # the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, # any filing or termination of the waiting period or other approval required under the HSR Act or required under any foreign antitrust or competition act, # as may be necessary as a result of the identity or the legal or regulatory status of Purchaser, Merger Sub or their Affiliates and # any such other Governmental Approval, the failure of which to make or obtain would not be material to the Company and its Subsidiaries, taken as a whole.

Subject to Section 5.3(b), Crestwood and CEGPS shall cooperate fully with respect to any filing, submission or communication with a Governmental Entity having jurisdiction over the transactions contemplated by this Agreement. Such cooperation shall, to the extent permitted by applicable Law, include each Party: # providing, in the case of oral communications with a Governmental Entity, advance notice to the other Parties of any such communication and an opportunity for the other Parties to participate to the extent practicable; # providing, in the case of written communications, other than the HSR filing itself or other written communications containing confidential or competitively sensitive information concerning such Party or its Affiliates or the transactions contemplated by this Agreement, an opportunity for the other Parties to comment on any such communication and providing the other Parties with a final copy of all such communications subject to restrictions pursuant to relevant antitrust or competition Laws on the sharing of certain information; and # complying promptly with any request for information from a Governmental Entity (including an additional request for information and documentary material).

Conduct of EnTrust’s Business. Except # for the steps provided for in the EnTrust Restructuring Steps (and related actions incidental thereto), # as expressly contemplated in this Agreement or in an Ancillary Document executed prior to the Closing, # as set forth in Section 6.1(a) of the EnTrust Disclosure Schedule or # as expressly consented to in writing by the Permal Contributor, to the extent permitted by the HSR Act or similar antitrust Laws, the EnTrust Contributor shall (and shall cause each EnTrust Entity to): # conduct its business in the Ordinary Course of Business, # use commercially reasonable efforts to # preserve its present business and operations intact, # maintain in full force and effect all of its presently existing insurance coverage described in [Section 4.26(a)] of the EnTrust Disclosure Schedule, or insurance equivalent to such existing coverage, # maintain in full force and effect all Permits described on Section 4.12(b) of the EnTrust Disclosure Schedule, # keep available the present services of its officers and employees and # preserve its rights, franchises, goodwill and relations with clients, investors, customers, landlords, suppliers and others with whom such Person does business and # not take any Restricted Action.