Organization; Standing. Each Target Entity is a legal entity duly incorporated or formed (as applicable), validly existing (where such concept is applicable) and in good standing (or the local equivalent) under the applicable Laws of its jurisdiction of incorporation or formation, has all requisite corporate or similar power and authority necessary to own, lease and operate its properties and assets and to carry on the Business as presently conducted and is qualified to do business, is in good standing (or the local equivalent) or with active status as a foreign entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of the Business requires such qualification, except where the failure to be so qualified or in good standing, has not had and would not reasonably be expected to be material to the Target Entities taken as a whole. All jurisdictions in which each Seller Entity is qualified to do Business and all material Permits held by each Seller Entity are set forth in [Schedule 4.1].

Organization; Standing. Purchaser is a limited liability company validly existing and in good standing under the Laws of the State of Delaware and, subject to any necessary authorization from the Bankruptcy Court, Purchaser has the full power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.

Cosmos is duly incorporated, validly and in good standing existing under the laws of Nevada, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be in good standing or to have such governmental licenses, authorizations, consents and approvals will not, in the aggregate, either # have a Material Adverse Effect on the business, assets or financial condition of Cosmos, or # impair the ability of Cosmos to perform its material obligations under this Agreement. Cosmos is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect.

Organization and Standing. The Company is duly formed, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite power and authority to own, license and operate its properties, to carry on its business as now conducted and as proposed to be conducted and to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

The Purchaser is a resident of the State of New York, with full power and authority enter into this Agreement and consummate the transactions contemplated hereby.

The Purchaser is validly organized as a SI Corp under the laws of the State of New York, with full power and authority to own, lease and operate its properties and conduct its business as now being conducted. The Purchaser has all requisite power and authority to purchase and hold the Shares and to enter into and perform its obligations under this Agreement. QCI is a validly organized limited liability company under the laws of the State of New York and is fully registered as an investment advisor under the U.S. Investment Advisors Act of 1940, as amended. QCI has full authority under its agreement with the Purchaser to purchase the Shares on behalf of Purchaser and to execute this Agreement on Purchaser’s behalf.

Organization and Standing. The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois.

Organization and Standing. Crestwood Midstream is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

The Buyer is an exempted company incorporated in the Cayman Islands with limited liability. The Buyer has the requisite power and authority to own or lease and to operate and use its properties and to carry on its business as now conducted.

Organization, Good Standing, Etc. Each Loan Party # is a corporation, limited liability company or limited partnership duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, # has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly qualified to do business in, and is in good standing in each jurisdiction where the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect.