Each of the EnTrust Group Members has all necessary capacity, legal right, power and authority to enter into, execute and deliver each of the Ancillary Documents to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by of each such Person of each such Ancillary Document, and the consummation by each such Person of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action. Each such Ancillary Document, at the time of its execution by each EnTrust Group Member who is a party thereto, will be duly and validly executed and delivered by such Person, and, assuming due authorization, execution and delivery by each of the other parties thereto, will constitute the legal, valid and binding agreement of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable Enforceability Limitations.

Each of the Permal Group Members and the Company has all necessary capacity, legal right, power, and authority to enter into, execute and deliver each of the Ancillary Documents to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by of each such Person of each such Ancillary Document, and the consummation by each such Person of the transactions contemplated thereby, have been duly authorized by all necessary corporate action. Each such Ancillary Document, at the time of its execution by each Permal Group Member and the Company who is a party thereto, will be duly and validly executed and delivered by such Person, and, assuming due authorization, execution and delivery by each of the other parties thereto, will constitute the legal, valid and binding agreement of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable Enforceability Limitations.