Common use of Conditional Conversion Option Clause in Contracts

Conditional Conversion Option. (i) At any time after December 31, 2020 but prior to December 31, 2023, the Holdings Member may elect by written notice to the Crestwood Member (the “Initial Period Conversion Notice”) to cause the Company to convert all, but not less than all, of the then-outstanding Series A Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the Aggregate Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Initial Period Conversion”), which Common Units shall be issued to the Holdings Member (or, if the Crestwood Member acquired any Series A Preferred Units pursuant to Section 3.04, then to the Holdings Member and the Crestwood Member in proportion to their respective ownership of all Series A Preferred Units); provided, however, that the Holdings Member’s right to effect a Conversion shall be limited solely to the extent required to be limited by applicable law. (ii) At any time after December 31, 2023, the Holdings Member may elect by written notice to the Crestwood Member (the “Secondary Period Conversion Notice”) to cause the Company to (A) convert all, but not less than all, of the then-outstanding Series A Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the Aggregate Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period Full Conversion”), (B) convert all, but not less than all, of the then-outstanding Series A-2 Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the A-2 Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period A-2 Conversion”), or (C) convert all, but not less than all, of the then-outstanding Series A-3 Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the A-3 Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period A-3 Conversion”), in each case which Common Units shall be issued to the Holdings Member (or, if the Crestwood Member acquired any Series A Preferred Units pursuant to Section 3.04, then to the Holdings Member and the Crestwood Member in proportion to their respective ownership of all Series A Preferred Units); provided, however, that the Holdings Member’s right to effect a Conversion shall be limited solely to the extent required to be limited by applicable law. In the event that the Secondary Period Conversion Notice elects either a Secondary Period A-2 Conversion or a Secondary Period A-3 Conversion, the other series of Series A Preferred Units not being converted shall be redeemed in accordance with Section 4.06(f) and the delivery of the Secondary Period Conversion Notice shall be deemed to be a Holdings Member Redemption Notice with respect to such other series of Series A Preferred Units.

Conditional Conversion Option. For so long as any outstanding Series A-2 Preferred Units are issued and outstanding and until the later of the fourth anniversary of the Effective Date and 30 days following the date on which no Series B Preferred Units are outstanding (such later date, the “Conversion Notice Deadline”), (i) At if an Exit Event occurs, (ii) if the CWN TTM EBITDA Condition is satisfied or (iii) at any time after December 31, 2020 but prior to December 31, 2023following the third anniversary of the Effective Date, the Holdings Member may elect in each case by written notice to the Crestwood Member (the “Initial Period Conversion Notice”) to cause the Company to convert all, but not less than all, of the then-outstanding Series A Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the Aggregate Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Initial Period Conversion”), which Common Units shall be issued to the Holdings Member (or, if the Crestwood Member acquired any Series A Preferred Units pursuant to Section 3.04, then to the Holdings Member and the Crestwood Member in proportion to their respective ownership of all Series A Preferred Units); provided, however, that the Holdings Member’s right to effect a Conversion shall be limited solely to the extent required to be limited by applicable law. (ii) At any time after December 31, 2023, the Holdings Member may elect by written notice to the Crestwood Member (the “Secondary Period Conversion Notice”) to cause the Company to (A) convert all, but not less than all, of the then-outstanding Series A Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the Aggregate Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period Full Conversion”), (B) convert all, but not less than all, of the then-outstanding Series A-2 Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product 49.99% of (x) the A-2 Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period A-2 Conversion”), or (C) convert all, but not less than all, of the then-outstanding Series A-3 Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the A-3 Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period A-3 Conversion”), in each case which Common Units shall be issued to the Holdings Member (or, if the Crestwood Member acquired any Series A A-2 Preferred Units pursuant to Section 3.043.04 (Right of First Offer on Indirect Holdings Member Transfer), then to the Holdings Member and the Crestwood Member in proportion to their respective ownership of all Series A A-2 Preferred Units); provided, however, that (x) the Holdings Member’s right to effect a Conversion shall be limited solely to the extent required to be limited by applicable law. In law and (y) if any of the event conditions set forth in clauses (i) or (ii) has not been satisfied prior to the date that is 45 days prior to the Secondary Period Conversion Notice elects either a Secondary Period A-2 Deadline, but subsequently is satisfied prior to the Conversion or a Secondary Period A-3 Conversion, the other series of Series A Preferred Units not being converted shall be redeemed in accordance with Section 4.06(f) Notice Deadline and the delivery of Holdings Member notifies the Secondary Period Company in writing that it desires to deliver a Conversion Notice prior to the Conversion Notice Deadline, and expiration or earlier termination of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, is required in order for the Conversion to occur (“HSR Approval”), then the Conversion Notice Deadline shall automatically be deemed to be a Holdings Member Redemption Notice with respect to extended until the earlier of (A) receipt of HSR Approval and (B) 45 days following the satisfaction of such other series of Series A Preferred Unitscondition.

Conditional Conversion Option. For so long as any outstanding Series A-2 Preferred Units are issued and outstanding and until the later of the fourth anniversary of the Effective Date and 30 days following the date on which no Series B Preferred Units are outstanding (such later date, the “Conversion Notice Deadline”), (i) At if an Exit Event occurs, (ii) if the CWN TTM EBITDA Condition is satisfied or (iii) at any time after December 31, 2020 but prior to December 31, 2023following the third anniversary of the Effective Date, the Holdings Member may elect in each case by written notice to the Crestwood Member (the “Initial Period Conversion Notice”) to cause the Company to convert all, but not less than all, of the then-outstanding Series A Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the Aggregate Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Initial Period Conversion”), which Common Units shall be issued to the Holdings Member (or, if the Crestwood Member acquired any Series A Preferred Units pursuant to Section 3.04, then to the Holdings Member and the Crestwood Member in proportion to their respective ownership of all Series A Preferred Units); provided, however, that the Holdings Member’s right to effect a Conversion shall be limited solely to the extent required to be limited by applicable law. (ii) At any time after December 31, 2023, the Holdings Member may elect by written notice to the Crestwood Member (the “Secondary Period Conversion Notice”) to cause the Company to (A) convert all, but not less than all, of the then-outstanding Series A Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the Aggregate Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period Full Conversion”), (B) convert all, but not less than all, of the then-outstanding Series A-2 Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product 49.99% of (x) the A-2 Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period A-2 Conversion”), or (C) convert all, but not less than all, of the then-outstanding Series A-3 Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the A-3 Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period A-3 Conversion”), in each case which Common Units shall be issued to the Holdings Member (or, if the Crestwood Member acquired any Series A A-2 Preferred Units -38- pursuant to Section 3.043.04 (Right of First Offer on Indirect Holdings Member Transfer), then to the Holdings Member and the Crestwood Member in proportion to their respective ownership of all Series A A-2 Preferred Units); provided, however, that (x) the Holdings Member’s right to effect a Conversion shall be limited solely to the extent required to be limited by applicable law. In law and (y) if any of the event conditions set forth in clauses (i) or (ii) has not been satisfied prior to the date that is 45 days prior to the Secondary Period Conversion Notice elects either a Secondary Period A-2 Deadline, but subsequently is satisfied prior to the Conversion or a Secondary Period A-3 Conversion, the other series of Series A Preferred Units not being converted shall be redeemed in accordance with Section 4.06(f) Notice Deadline and the delivery of Holdings Member notifies the Secondary Period Company in writing that it desires to deliver a Conversion Notice prior to the Conversion Notice Deadline, and expiration or earlier termination of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, is required in order for the Conversion to occur (“HSR Approval”), then the Conversion Notice Deadline shall automatically be deemed to be a Holdings Member Redemption Notice with respect to extended until the earlier of (A) receipt of HSR Approval and (B) 45 days following the satisfaction of such other series of Series A Preferred Unitscondition.

Conditional Conversion Option. (i) At any time (i) if the Special Partial Redemption has not occurred, after December 31, 2020 but prior to December 31, 2023, or (ii) if the Special Partial Redemption has occurred, after December 31, 2022 but prior to December 31, 2025, the Holdings Member may elect by written notice to the Crestwood Member (the “Initial Period Conversion Notice”) to cause the Company to convert all, but not less than all, of the then-outstanding Series A Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the Aggregate Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Initial Period Conversion”), which Common Units shall be issued to the Holdings Member (or, if the Crestwood Member acquired any Series A Preferred Units pursuant to Section 3.04, then to the Holdings Member and the Crestwood Member in proportion to their respective ownership of all Series A Preferred Units); provided, however, that the Holdings Member’s right to effect a Conversion shall be limited solely to the extent required to be limited by applicable law. (ii) At any time after (i) if the Special Partial Redemption has not occurred, December 31, 2023, or (ii) if the Special Partial Redemption has occurred, December 31, 2025, the Holdings Member may elect by written notice to the Crestwood Member (the “Secondary Period Conversion Notice”) to cause the Company to (A) convert all, but not less than all, of the then-outstanding Series A Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the Aggregate Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period Full Conversion”), (B) convert all, but not less than all, of the then-outstanding Series A-2 Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the A-2 Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period A-2 Conversion”), or (C) convert all, but not less than all, of the then-outstanding Series A-3 Preferred Units into an aggregate number of Common Units that, following such Conversion, shall equal the product of (x) the A-3 Conversion Ratio multiplied by (y) the aggregate number of outstanding Common Units as of immediately following such Conversion (the “Secondary Period A-3 Conversion”), in each case which Common Units shall be issued to the Holdings Member (or, if the Crestwood Member acquired any Series A Preferred Units pursuant to Section 3.04, then to the Holdings Member and the Crestwood Member in proportion to their respective ownership of all Series A Preferred Units); provided, however, that the Holdings Member’s right to effect a Conversion shall be limited solely to the extent required to be limited by applicable law. In the event that the Secondary Period Conversion Notice elects either a Secondary Period A-2 Conversion or a Secondary Period A-3 Conversion, the other series of Series A Preferred Units not being converted shall be redeemed in accordance with Section 4.06(f4.06(g) and the delivery of the Secondary Period Conversion Notice shall be deemed to be a Holdings Member Redemption Notice with respect to such other series of Series A Preferred Units.