Common use of Crestwood Change of Control Clause in Contracts

Crestwood Change of Control. In the event of a Crestwood Change of Control, the Crestwood Member shall use commercially reasonable efforts to provide the Holdings Member with no less than 30 days advance written notice of such Crestwood Change of Control, and from the earlier of (I) the date of a public announcement of an agreement being entered into that the Holdings Member reasonably expects would result in a Crestwood Change of Control or (II) the date of a Crestwood Change of Control, if any, until, in the case of either clause (I) or (II) the later of (x) the sixth Business Day following such Crestwood Change of Control or (y) the day that is 30 days from the date the Holdings Member is provided written notice of such Crestwood Change of Control, the Holdings Member may elect by written notice to the Crestwood Member (the “Change of Control Redemption Notice”) to require the Company to redeem from the Holdings Member all then-outstanding Series A Preferred Units and Series B Preferred Units. Within five Business Days following delivery of the Change of Control Redemption Notice, the Crestwood Member shall deliver written notice to the Holdings Member (the “Consideration Election Notice”) indicating whether (i) the Company has elected to redeem the then-outstanding Series A Preferred Units and Series B Preferred Units for cash, (ii) in lieu of such redemption, the Crestwood Member will acquire from the Holdings Member the then-outstanding Series A Preferred Units and Series B Preferred Units through the issuance to the Holdings Member or its designee as consideration a number of CEQP Units, valued at the CEQP Unit Price calculated as of the date of such Crestwood Change of Control, or (iii) it elects to effect a combination of the actions described in clauses (i) and (ii) above, in any case, in an amount per Series A Preferred Unit equal to the Change of Control Redemption Price and an amount per Series B Preferred Unit equal to the Change of Control Redemption Price; provided, however, that (A) the options set forth in the foregoing clauses (ii) and (iii) shall not be available at any time at which an RRA Suspension Right would be, or would reasonably likely to be, exercisable by CEQP pursuant to the Registration Rights Agreement if the Holdings Member were to exercise a demand registration right pursuant to Section 2.03 of the Registration Rights Agreement immediately following the issuance of CEQP Units to the Holdings Member, (B) the number of CEQP Units issued pursuant to this Section 4.06(b) shall not exceed the Maximum Redemption Units (it being acknowledged and agreed that the issuance of the Maximum Redemption Units, if applicable, shall redeem in full all of the then-outstanding Series A Preferred Units and Series B Preferred Units and no further cash or other consideration shall be required to be paid in connection therewith) and (C) CEQP shall comply with its obligations under the Registration Rights Agreement with respect to such CEQP Units so issued. The closing of any redemption or acquisition pursuant to this Section 4.06(b) shall occur (X) if the Change of Control Redemption Notice was delivered prior to the date of such Crestwood Change of Control, no later than the day that is the later of (i) simultaneously with the closing of such Crestwood Change of Control or (ii) the tenth day following the delivery of the Change of Control Redemption Notice, and (Y) otherwise, no later than the tenth Business Day following the delivery of the Change of Control Redemption Notice; provided, however, that in the event that the Crestwood Member fails to deliver a Consideration Election Notice prior to the fifth Business Day following the delivery of the Change of Control Redemption Notice, the Company shall be deemed to have elected to redeem the then- outstanding Series A Preferred Units and Series B Preferred Units pursuant to this Section 4.06(b) in cash and the closing for such redemption shall occur no later than the tenth Business Day following the delivery of the Change of Control Redemption Notice. Notwithstanding anything to the contrary in this Section 4.06(b), if a Crestwood Change of Control Notice is delivered, or deemed delivered pursuant to a public announcement of an agreement being entered into that the Holdings Member reasonably expects would result in a Crestwood Change of Control, pursuant to this Section 4.06(b), prior to the consummation of a transaction that would constitute a Crestwood Change of Control, and such transaction is later terminated prior to its consummation and the redemption of the then-outstanding Series A Preferred Units and Series B Preferred Units pursuant to this Section 4.06(b), then such Crestwood Change of Control Notice shall not be effective and such then-outstanding Series A Preferred Units and Series B Preferred Units shall not be required to be redeemed in connection with such terminated transaction under this Section 4.06(b).”

Crestwood Change of Control. In Upon the event occurrence of a Crestwood Change of Control, Control prior to the Crestwood Member shall use commercially reasonable efforts to provide the Holdings Member with no less than 30 days advance written notice of such Crestwood Change of Control, and from the earlier of (I) the date of a public announcement of an agreement being entered into that the Holdings Member reasonably expects would result in a Crestwood Change of Control or (II) the date of a Crestwood Change of ControlWaterfall Adjustment Date, if any, until, in the case of either clause (I) or (II) the later of (x) the sixth Business Day following such Crestwood Change of Control or (y) the day that is 30 days from the date the Holdings Member is provided written notice of such Crestwood Change of Control, the Holdings EFS Member may elect by written notice to the Crestwood Member (the “Change of Control Redemption Notice”) to require the Company to redeem from the Holdings EFS Member all then-outstanding Series A Preferred Units and Series B Preferred Units. Within five Business Days following delivery of the Change [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. of Control Redemption Notice, the Crestwood Member shall deliver written notice to the Holdings EFS Member (the “Consideration Election Notice”) indicating whether (i) the Company has elected to redeem the then-outstanding Series A Preferred Units and Series B Preferred Units for cash, (ii) in lieu of such redemption, the Crestwood Member will acquire from the Holdings EFS Member the then-outstanding Series A Preferred Units and Series B Preferred Units through the issuance to the Holdings EFS Member or its designee as consideration a number of CEQP CMLP Units, valued at the CEQP CMLP Unit Price calculated as of the date of such Crestwood Change of ControlPrice, or (iii) it elects to effect effecting a combination of the actions described in clauses (i) and (ii) above, in any case, in an amount per Series A Preferred Unit equal to [***] of the Change of Control Redemption Series A Unit Price and an amount per Series B Preferred Unit equal to [***] of the Change of Control Redemption Series B Unit Price; provided, however, that (A) the options set forth in the foregoing clauses (ii) and (iii) shall not be available at any time at which an RRA Suspension Right would be, or would reasonably likely to be, exercisable by CEQP pursuant to the Registration Rights Agreement if the Holdings Member were to exercise a demand registration right pursuant to Section 2.03 of the Registration Rights Agreement immediately following the issuance of CEQP Units to the Holdings Member, (B) the number of CEQP CMLP Units issued pursuant to this Section 4.06(b4.04(b) shall not exceed the Maximum Redemption Units (it being acknowledged and agreed that the issuance of the Maximum Redemption Units, if applicable, shall redeem in full all of the then-outstanding Series A Preferred Units and Series B Preferred Units and no further cash or other consideration shall be required to be paid in connection therewith) and (CB) CEQP the Crestwood Member shall comply with its obligations under the Registration Rights Agreement with respect to such CEQP CMLP Units so issued. The closing of any redemption or acquisition pursuant to this Section 4.06(b4.04(b) shall occur (X) if the Change of Control Redemption Notice was delivered prior to the date of such Crestwood Change of Control, no later than the day that is the later of (i) simultaneously with the closing of such Crestwood Change of Control or (ii) the tenth day following the delivery of the Change of Control Redemption Notice, and (Y) otherwise, no later than the tenth Business Day following the delivery of the Change of Control Redemption Notice; provided, however, that in the event that the Crestwood Member fails to deliver a Consideration Election Notice prior to the fifth Business Day following the delivery of the Change of Control Redemption Notice, the Company shall be deemed to have elected to redeem the then- then-outstanding Series A Preferred Units and Series B Preferred Units pursuant to this Section 4.06(b4.04(b) in cash and the closing for such redemption shall occur no later than the tenth Business Day following the delivery of the Change of Control Redemption Notice. Notwithstanding anything to the contrary in this Section 4.06(b), if a Crestwood Change of Control Notice is delivered, or deemed delivered pursuant to a public announcement of an agreement being entered into that the Holdings Member reasonably expects would result in a Crestwood Change of Control, pursuant to this Section 4.06(b), prior to the consummation of a transaction that would constitute a Crestwood Change of Control, and such transaction is later terminated prior to its consummation and the redemption of the then-outstanding Series A Preferred Units and Series B Preferred Units pursuant to this Section 4.06(b), then such Crestwood Change of Control Notice shall not be effective and such then-outstanding Series A Preferred Units and Series B Preferred Units shall not be required to be redeemed in connection with such terminated transaction under this Section 4.06(b).”

Crestwood Change of Control. In the event of a Crestwood Change of Control, the Crestwood Member shall use commercially reasonable efforts to provide the Holdings Member with no less than 30 days advance written notice of such Crestwood Change of ControlControl (the “Crestwood Change of Control Notice”), and from the earlier of (I) the date of a public announcement of an agreement being entered into that the Holdings Member reasonably expects would result in a Crestwood Change of Control or (II) the date of a Crestwood Change of Control, if any, until, in the case of either clause (I) or (II) the later of (x) the sixth Business Day following such Crestwood Change of Control or (y) the day that is 30 days from the date the Holdings Member is provided written notice of such Crestwood Change of Control, the Holdings Member may elect by written notice to the Crestwood Member (the “Change of Control Redemption Notice”) to require the Company to redeem from the Holdings Member all then-outstanding Series A Preferred Units and Series B Preferred Units. Within five Business Days following delivery of the Change of Control Redemption Notice, the Crestwood Member shall deliver written notice to the Holdings Member (the “Consideration Election Notice”) indicating whether (i) the Company has elected to redeem the then-outstanding Series A Preferred Units and Series B Preferred Units for cash, (ii) in lieu of such redemption, the Crestwood Member will acquire from the Holdings Member the then-outstanding Series A Preferred Units and Series B Preferred Units through the issuance to the Holdings Member or its designee as consideration a number of CEQP Units, valued at the CEQP Unit Price calculated as of the date of such Crestwood Change of Control, or (iii) it elects to effect a combination of the actions described in clauses (i) and (ii) above, in any case, in an amount per Series A Preferred Unit equal to the Change of Control Redemption Price and an amount per Series B Preferred Unit equal to the Change of Control Redemption Price; provided, however, that (A) the options set forth in the foregoing clauses (ii) and (iii) shall not be available at any time at which an RRA Suspension Right would be, or would reasonably likely to be, exercisable by CEQP pursuant to the Registration Rights Agreement if the Holdings Member were to exercise a demand registration right pursuant to Section 2.03 of the Registration Rights Agreement immediately following the issuance of CEQP Units to the Holdings Member, (B) the number of CEQP Units issued pursuant to this Section 4.06(b) shall not exceed the Maximum Redemption Units (it being acknowledged and agreed that the issuance of the Maximum Redemption Units, if applicable, shall redeem in full all of the then-outstanding Series A Preferred Units and Series B Preferred Units and no further cash or other consideration shall be required to be paid in connection therewith) and (C) CEQP shall comply with its obligations under the Registration Rights Agreement with respect to such CEQP Units so issued. The closing of any redemption or acquisition pursuant to this Section 4.06(b) shall occur (X) if the Change of Control Redemption Notice was delivered prior to the date of such Crestwood Change of Control, no later than the day that is the later of (i) simultaneously with the closing of such Crestwood Change of Control or (ii) the tenth day following the delivery of the Change of Control Redemption Notice, and (Y) otherwise, no later than the tenth Business Day following the delivery of the Change of Control Redemption Notice; provided, however, that in the event that the Crestwood Member fails to deliver a Consideration Election Notice prior to the fifth Business Day following the delivery of the Change of Control Redemption Notice, the Company shall be deemed to have elected to redeem the then- then-outstanding Series A Preferred Units and Series B Preferred Units pursuant to this Section 4.06(b) in cash and the closing for such redemption shall occur no later than the tenth Business Day following the delivery of the Change of Control Redemption Notice. Notwithstanding anything to the contrary in this Section 4.06(b), if a Crestwood Change of Control Notice is delivered, or deemed delivered pursuant to a public announcement of an agreement being entered into that the Holdings Member reasonably expects would result in a Crestwood Change of Control, pursuant to this Section 4.06(b), prior to the consummation of a transaction that would constitute a Crestwood Change of Control, and such transaction is later terminated prior to its consummation and the redemption of the then-outstanding Series A Preferred Units and Series B Preferred Units pursuant to this Section 4.06(b), then such Crestwood Change of Control Notice shall not be effective and such then-outstanding Series A Preferred Units and Series B Preferred Units shall not be required to be redeemed in connection with such terminated transaction under this Section 4.06(b).”

Crestwood Change of Control. In the event of a Crestwood Change of Control, the Crestwood Member shall use commercially reasonable efforts to provide the Holdings Member with no less than 30 days advance written notice of such Crestwood Change of Control, and from the earlier of (I) the date of a public announcement of an agreement being entered into that the Holdings Member reasonably expects would result in a Crestwood Change of Control or (II) the date of a within five Business Days following such Crestwood Change of Control, if any, until, in the case of either clause (I) or (II) the later of (x) the sixth Business Day following such Crestwood Change of Control or (y) the day that is 30 days from the date the Holdings Member is provided written notice of such Crestwood Change of Control, the Holdings Member may elect by written notice to the Crestwood Member (the “Change of Control Redemption Notice”) to require the Company to redeem from the Holdings Member all then-outstanding Series A Preferred Units and Series B Preferred Units. Within five Business Days following delivery of the Change of Control Redemption Notice, the Crestwood Member shall deliver written notice to the Holdings Member (the “Consideration Election Notice”) indicating whether (i) the Company has elected to redeem the then-outstanding Series A Preferred Units and Series B Preferred Units for cash, (ii) in lieu of such redemption, the Crestwood Member will acquire from the Holdings Member the then-outstanding Series A Preferred Units and Series B Preferred Units through the issuance to the Holdings Member or its designee as consideration a number of CEQP Units, valued at the CEQP Unit Price calculated as of the date of such Crestwood Change of Control, or (iii) it elects to effect a combination of the actions described in clauses (i) and (ii) above, in any case, in an amount per Series A Preferred Unit equal to the Change of Control Redemption Price and an amount per Series B Preferred Unit equal to the Change of Control Redemption Price; provided, however, that (A) the options set forth in the foregoing clauses (ii) and (iii) shall not be available at any time at which an RRA Suspension Right would be, or would reasonably likely to be, exercisable by CEQP pursuant to the Registration Rights Agreement if the Holdings Member were to exercise a demand registration right pursuant to Section 2.03 of the Registration Rights Agreement immediately following the issuance of CEQP Units to the Holdings Member, (B) the number of CEQP Units issued pursuant to this Section 4.06(b) shall not exceed the Maximum Redemption Units (it being acknowledged and agreed that the issuance of the Maximum Redemption Units, if applicable, shall redeem in full all of the then-outstanding Series A Preferred Units and Series B Preferred Units and no further cash or other consideration shall be required to be paid in connection therewith) and (C) CEQP shall comply with its obligations under the Registration Rights Agreement with respect to such CEQP Units so issued. The closing of any redemption or acquisition pursuant to this Section 4.06(b) shall occur (X) if the Change of Control Redemption Notice was delivered prior to the date of such Crestwood Change of Control, no later than the day that is the later of (i) simultaneously with the closing of such Crestwood Change of Control or (ii) the tenth day following the delivery of the Change of Control Redemption Notice, and (Y) otherwise, no later than the tenth Business Day following the delivery of the Change of Control Redemption Notice; provided, however, that in the event that the Crestwood Member fails to deliver a Consideration Election Notice prior to the fifth Business Day following the delivery of the Change of Control Redemption Notice, the Company shall be deemed to have elected to redeem the then- then-outstanding Series A Preferred Units and Series B Preferred Units pursuant to this Section 4.06(b) in cash and the closing for such redemption shall occur no later than the tenth Business Day following the delivery of the Change of Control Redemption Notice. Notwithstanding anything to the contrary in this Section 4.06(b), if a Crestwood Change of Control Notice is delivered, or deemed delivered pursuant to a public announcement of an agreement being entered into that the Holdings Member reasonably expects would result in a Crestwood Change of Control, pursuant to this Section 4.06(b), prior to the consummation of a transaction that would constitute a Crestwood Change of Control, and such transaction is later terminated prior to its consummation and the redemption of the then-outstanding Series A Preferred Units and Series B Preferred Units pursuant to this Section 4.06(b), then such Crestwood Change of Control Notice shall not be effective and such then-outstanding Series A Preferred Units and Series B Preferred Units shall not be required to be redeemed in connection with such terminated transaction under this Section 4.06(b).”