Good Title; No Existing Encumbrances. The Grantors own the Collateral free and clear of any prior Lien, and no financing statements or other evidences of the grant of a security interest respecting the Collateral exist on the public records.

Title to Assets; No Encumbrances. Parent, each of the Loan Parties and each of their respective Subsidiaries has # good, sufficient and legal title to (in the case of fee interests in Real Property), # valid leasehold interests in (in the case of leasehold interests in real or personal property), and # good and marketable title to (in the case of all other personal property), all of their respective assets (except for assets with a fair market value and net book value of not more than $500,000 in the aggregate) reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

Third Party Consents; Permitted Encumbrances. To the Seller’s Knowledge, on the Closing Date, none of the Acquired Assets require a Transfer Consent. To the Seller’s Knowledge, as of the Closing Date, there are no material Encumbrances created pursuant to any Contracts of the Seller.

Title to Properties; Liens and Encumbrances. The Company has good and valid title in all property and assets recorded on the Company Financial Statements, free from all mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges. The Company owns or has adequate rights to use all such properties or assets as are necessary to its operations as now conducted.

Title to Shares; Liens and Encumbrances. The Seller is the legal and beneficial owner of the Subject Shares and holds such Subject Shares free and clear of all liens, pledges, options, claims, encumbrances and other security arrangements or restrictions of any kind other than restrictions under that certain Amended & Restated Global Hyatt Agreement dated October 1, 2009 and under the Company’s Amended and Restated Certificate of Incorporation (collectively, “Liens”), and upon delivery of such Subject Shares to the Purchaser pursuant to the terms of this Agreement, the Purchaser will receive good and marketable title thereto, free and clear of any and all Liens.

“Permitted Encumbrances” means # Encumbrances for Taxes not yet delinquent or being contested in good faith by appropriate proceedings, none of which contested Taxes are material, # statutory Encumbrances (including materialmen’s, warehousemen’s, mechanic’s, repairmen’s, landlord’s and other similar liens) arising in the ordinary course of business and securing payments not yet delinquent or being contested in good faith by appropriate proceedings, none of which contested Encumbrances are material, # the rights of third parties under any Lease or Right-of-Way, # restrictive covenants, easements, rights of way, defects, imperfections or irregularities of title and other similar Encumbrances that do not materially interfere with, restrict or reduce either the present use or value of, or the intended use of, the encumbered assets or property, # purchase money Encumbrances and Encumbrances securing rental payments under capital lease arrangements, # Encumbrances contained in the Governing Documents of a Contributed Entity or Newco Service Company that were made available to CEGPS prior to the date hereof, # Encumbrances listed in Section 1.1(b) of the Crestwood Disclosure Schedule, and # any Encumbrances that are not otherwise Permitted Encumbrances and that do not, individually or collectively with any other Encumbrances that are not otherwise Permitted Encumbrances, materially interfere with, restrict or reduce either the present use or value of, or the intended use of, the encumbered assets or properties; provided, however, that # for purposes of Section 6.3(e), [clause (h) above] is modified to read “any Encumbrances that are not otherwise Permitted Encumbrances and that do not, individually or collectively with any other Encumbrances that are not otherwise Permitted Encumbrances, materially interfere with, restrict or reduce either the present use or value of, or the intended use of, the assets and properties of the Initial Contributed Entities, taken as a whole, and # for purposes of [Section 6.6(d)], [clause (h) above] is modified to read “any Encumbrances that are not otherwise Permitted Encumbrances and that do not, individually or collectively with any other Encumbrances that are not otherwise Permitted Encumbrances, materially interfere with, restrict or reduce either the present use or value of, or the intended use of, the assets and properties of Crestwood Pipeline East, taken as a whole.

“Permitted Encumbrances” means:

Schedule #(a) Permitted Encumbrances

(i) From the Execution Date through immediately prior to the Initial Contributed Entities Contribution, Crestwood owns and will own all of the Equity Interests of each of the Initial Contributed Entities and Newco Service Company free and clear of all Encumbrances excluding Permitted Encumbrances and restrictions on transfer generally arising under applicable securities Laws; # following the consummation of the Initial Contributed Entities Contribution, Newco will own all of the Equity Interests of each of the Initial Contributed Entities and 20% of the Equity Interests of Newco Service Company free and clear of all Encumbrances excluding restrictions on transfer generally arising under applicable securities Laws or arising under the Governing Documents of Newco Service Company; # from the Execution Date through immediately prior to the Crestwood Pipeline East Contribution, Crestwood will own all of the Equity Interests of Crestwood Pipeline East free and clear of all Encumbrances excluding Permitted Encumbrances and restrictions on transfer generally arising under applicable securities Laws; # following the consummation of the Crestwood Pipeline East Contribution, Newco will own all of the Equity Interests of Crestwood Pipeline East Contribution free and clear of all Encumbrances excluding restrictions on transfer generally arising under applicable securities Laws; and # from the Execution Date through the Initial Closing, Crestwood owns and will own all of the Equity Interests of Newco free and clear of all Encumbrances excluding Permitted Encumbrances and restrictions on transfer generally arising under applicable securities Laws.

Section # Liens, Encumbrances, Security Interests and Imperfections of Title