Common use of Restrictions on Public Sale by Holders of Registrable Securities Clause in Contracts

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common Units are Registrable Securities, each Holder agrees that it will not sell any Common Units or other equity securities of Crestwood for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback Rights; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwood. In addition, the provisions of this Section 3.07 shall not apply with respect to a Holder that (a) owns less than $10 million of Registrable Securities based on the Common Unit Price, or (b) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a). Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (i) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such transaction) (a “Walled Off Person”) and (ii) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common Units are Each Holder of Registrable Securities, each Securities included in a Registration Statement agrees to enter into a customary letter agreement with underwriters providing that such Holder agrees that it will not sell effect any Common Units public sale or other equity securities distribution of Crestwood for Registrable Securities during the 45 calendar day period beginning on the date of a period of up prospectus or prospectus supplement filed with the Commission with respect to 60 days following the pricing date of an any Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback RightsOffering; provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other Affiliate of Crestwoodthe Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.6 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, the provisions of this Section 3.07 2.6 shall not apply with respect to a any Holder that (a) owns less than $10 million of Registrable Securities based on the Common Unit Priceis not entitled to participate in such Underwritten Offering, or (b) has whether because such Holder delivered a Piggyback Opt-Out Notice prior to Crestwood receiving notice of the Underwritten Offering, because such Holder holds less than $32.5 million of the Common Units, calculated on the basis of the Purchased Unit Price, or because the Registrable Securities of such Holder have become eligible for resale pursuant to Section 3.03(a). Subject to such Holder’s compliance with its obligations any section of Rule 144 under the U.S. federal securities laws and its internal policies: Securities Act (ior any similar provision then in effect) Holderwithout any restriction (including, for purposes hereofif the Holder is an Affiliate of the Company, shall not be deemed to include any employees, subsidiaries or Affiliates restrictions that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such transaction) (a “Walled Off Person”) and (ii) the foregoing covenants in this paragraph shall not apply to any transaction sales by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such transaction provided by Holder to such entityAffiliates).

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common the Purchased Units are Registrable Securities, each Holder agrees that it will not sell any Class C Units, Common Units or other equity securities of Crestwood the Partnership for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback Rightsthe Partnership; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwoodthe Partnership. In addition, the provisions of this Section 3.07 2.6 shall not apply with respect to a Holder that (ai) owns less than $10 10.0 million of Registrable Securities based on the Common Class C Unit Price, or (bii) has delivered a Piggyback Opt-Out Notice or a Resale Opt-Out Notice to Crestwood the Partnership pursuant to Section 3.03(a)2.2 hereof. Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (ia) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such this transaction) (a “Walled Off Person”) and (iib) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such this transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common CMLP Units are Registrable Securities, each Holder agrees that it will not sell any Common CMLP Units or other equity securities of Crestwood for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback RightsCrestwood; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwood. In addition, the provisions of this Section 3.07 2.6 shall not apply with respect to a Holder that (ai) owns less than $10 10.0 million of Registrable Securities based on the Common Unit Redemption Price, or (bii) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a)2.2. Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (ia) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such this transaction) (a “Walled Off Person”) and (iib) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such this transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common CEQP Units are Registrable Securities, each Holder agrees that it will not sell any Common CEQP Units or other equity securities of Crestwood for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback RightsCrestwood; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwood. In addition, the provisions of this Section 3.07 2.07 shall not apply with respect to a Holder that (a) owns less than $10 10.0 million of Registrable Securities based on the Common Unit Redemption Price, or (b) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a2.02(a). Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (i) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such this transaction) (a “Walled Off Person”) and (ii) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such this transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common the Purchased Units are Registrable Securities, each Holder agrees that it will not sell any Common Units or other equity securities of Crestwood the Partnership for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback Rightsthe Partnership; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwoodthe Partnership. In addition, the provisions of this Section 3.07 2.5 shall not apply with respect to a Holder that (ai) owns less than $10 20.0 million of Registrable Securities based on the Common Purchased Unit Price, or (bii) has delivered a Piggyback Opt-Out Notice or a Resale Opt-Out Notice to Crestwood the Partnership pursuant to Section 3.03(a)2.2 hereof. Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (ia) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such this transaction) (a “Walled Off Person”) and (iib) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such this transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common Units are Registrable Securities, each Holder agrees that it will not sell any Common Units or other equity securities of Crestwood for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback RightsCrestwood; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwood. In addition, the provisions of this Section 3.07 2.07 shall not apply with respect to a Holder that (a) owns less than $10 million of Registrable Securities based on the Common Unit Price, or (b) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a2.02(a). Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (i) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such transaction) (a “Walled Off Person”) and (ii) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such transaction provided by Holder to such entity.