No Changes or Material Adverse Effects. (a) Between ​ and the Execution Date, the business of the Contributed Entities, taken as a whole, has been conducted in the ordinary course of business, # subsequent to ​, there has not been any change, event or occurrence that has had or would reasonably be expected to have a Contributed Entity Material Adverse Effect or, with respect to the Second Closing, a Crestwood Pipeline East Material Adverse Effect and # between ​ and the Execution Date, the Contributed Entities have not taken any action which, if taken after the date hereof, would require the consent of CEGPS pursuant to [Section 5.1].

Material. In the event of any Material Loss to or destruction of one or more of the Properties or any portion thereof prior to Closing, either ​ or ​ may, at its option, terminate this Agreement as to the affected Property (in which case the Purchase Price and related terms of this Agreement shall be proportionately adjusted) by delivering written notice to the other on or before the expiration of thirty (30) days after the date ​ delivers the Casualty Notice to ​ (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with ​’s insurers). Upon any such termination, a portion of the Earnest Money equal to the product of the Earnest Money multiplied by a fraction, the numerator of which is the Allocated Purchase Price for such Property or Properties and the denominator of which is the Purchase Price shall be returned to ​ and the parties hereto shall have no further rights or obligations hereunder with respect to the affected Property, other than those that by their terms survive the termination of this Agreement. If neither ​ nor ​ so terminates this Agreement within said thirty (30) day period as to the Property or Properties affected by said event of casualty, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing ​ shall assign to ​, without representation or warranty by or recourse against ​, all of ​’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due ​ as a result of such damage or destruction and ​ shall assume full responsibility for all needed repairs, and ​ shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of # the cost of repair or # the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Loss” ​ter or construction representative reasonably estimates will exceed ​ to repair or which materially and adversely affects permanent access to the Property (provided, however, in no event shall any casualty that results in the termination of that certain Roadway Lease dated ​ between ​ and Commonwealth Edison Company, as amended, (the “Roadway Lease”) or otherwise restricts, terminates, modifies or affects in any way the use of the premises thereunder be considered a Material Loss), or # gives any one tenant that occupies in excess of twenty-five percent (25%) of the aggregate square footage of the affected Property or Properties the unconditional right to terminate its Lease.

Discharged Liabilities. Paid, discharged, cancelled, waived or satisfied any claim, obligation or liability in excess of ​ in the aggregate, except for liabilities incurred prior to the date of this Agreement in the Ordinary Course of Business;

Excluded Liabilities. Except as provided in [Section 1.3(b)], the Purchaser shall not assume, and shall have no liability for, any Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities, including # any accounts payable, # Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing (other than those Liabilities specified in [Section 1.3(b)(v)]); # any Liability of the Seller and any claims by any stockholder of the Seller arising out of or relating to the execution, delivery or performance of the Transactional Agreements, # any Liability of the Seller or any Seller Affiliate to the extent relating to or arising out of the Excluded Assets, including the Excluded Contracts, except Liabilities related to the Business Portion of any Shared Contract but only in the event they are assumed by Purchaser pursuant to [Section 1.7], # any Excluded Taxes, # the Seller Severance Liabilities, # any Liabilities relating to the Non-Designated Employees, whether arising before, on or after Closing, # any Liabilities relating to the Transferred Employees, including all wages, accrued bonuses, retention amounts, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of

“Current Ratio” means the ratio of Current Assets to Current Liabilities.

Liabilities Guaranteed. Each Guarantor hereby, joint and severally, irrevocably and unconditionally guarantees the prompt payment at maturity of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor).

Assumed Liabilities. The Company agrees to assume and be responsible for all liabilities and obligations arising on or after the date hereof associated with the Company’s use, ownership or operation of the TFF Assets (the “Assumed Liabilities”).

No Undisclosed Liabilities. There are no Liabilities of the Seller that affect the Assets or the Assumed Contracts, whether accrued, contingent, absolute, determined, determinable or otherwise, and to the Seller’ Knowledge, there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability.

Adverse Changes. Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects which would have a Material Adverse Effect;

“Permal Material Adverse Effect” means any event, change, occurrence, condition, circumstance, effect or state of facts that # has, or would reasonably be expected to have, a material adverse change or effect on the business, assets, properties, financial condition or results of operations of the Permal Entities, taken as a whole or # would, or would reasonably be expected to, prevent, materially delay or materially impede the performance by the Permal Contributor or any member of the Permal Group of any material obligation under this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby; provided, however, that in no event shall any of the following be taken into account in determining whether an Permal Material Adverse Effect has occurred pursuant to [foregoing [clause (a)]]: # effects, changes, events, circumstances or conditions generally affecting the industry in which the Permal Entities operate in their respective market or arising from changes in general business or economic conditions, # any effects, changes, events, circumstances or conditions resulting from any change in Law or generally accepted accounting principles, which affect generally similarly situated participants in the industries in which the Permal Entities operate, # any outbreak or escalation of hostilities or war or any act of terrorism or any other national or international calamity after the date hereof, # any effects, changes, events, circumstances or conditions directly attributable to out-of-pocket fees and expenses (including without limitation legal, accounting, investigatory, investment, banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement, # any effects, changes, events, circumstances or conditions resulting from the announcement or pendency of any of the transactions contemplated by this Agreement, # any changes in AUM