Common use of Series B Change of Control Clause in Contracts

Series B Change of Control. Immediately prior to a Series B Change of Control, all Series B Preferred Units then outstanding shall be exchanged or redeemed (as described in this paragraph (F)), as applicable, for either, at the sole and absolute discretion of the Partnership, (1) a number of ENLC Common Units equal to the greater of (i) the Series B Unit Exchange Amount and (ii) the number of Series B Preferred Units to be exchanged multiplied by the quotient of (A) an amount equal to the quotient of (x) 140% of the Series B Issue Price divided by (y) the Common Unit Exchange Ratio, divided by (B) the daily volume-weighted average closing trading price of the ENLC Common Units on the National Securities Exchange on which the ENLC Common Units are listed or admitted to trading for the trailing thirty (30) Trading Days ending two (2) Trading Days before the date of such exchange (such number of ENLC Common Units calculated pursuant to this clause (1), the “Series B Change of Control Units”) or (2) cash in an amount equal to (i) the number of Series B Change of Control Units multiplied by (ii) the daily volume-weighted average closing trading price of ENLC Common Units on the National Securities Exchange on which the ENLC Common Units are listed or admitted to trading for the trailing ten (10) Trading Days ending two (2) Trading Days before the date of such redemption. Seven (7) Business Days prior to a Series B Change of Control, the Partnership shall deliver a written notice to each Series B Unitholder (the “Series B Change of Control Exchange Election Notice”) stating whether the Partnership will exchange all Series B Preferred Units for Series B Change of Control Units or the cash amount set forth in clause (2) above, in either case, immediately prior to such Series B Change of Control. If the Partnership elects to deliver the Series B Change of Control Units, and a Series B Unitholder does not provide written notice to the Partnership of the name or names in which such Series B Unitholder wishes the Certificate or Certificates for the Series B Change of Control Units to be issued within seven (7) Business Days after receipt of the Series B Change of Control Election Notice, then the Certificate or Certificates for the Series B Change of Control Units of such Series B Unitholder shall be issued to the Record Holder of such Series B Preferred Units. Immediately upon any exchange or redemption of Series B Preferred Units pursuant to this Section 5.10(b)(viii)(F), all rights of the Series B Exchanging Unitholder in respect thereof shall cease, including, without limitation, any further accrual of distributions. Fractional ENLC Common Units shall not be issued to any person pursuant to this Section 5.10(b)(viii)(F), if applicable (each fractional ENLC Common Unit shall be rounded to the nearest whole ENLC Common Unit (and a 0.5 ENLC Common Unit shall be rounded to the next higher ENLC Common Unit)).

Series B Change of Control. Immediately (a) Subject to Paragraph 10(b) of this Supplemental Terms Annex, in the event of a Series B Cash Change of Control, the Outstanding Series B Preferred Units shall be automatically converted, without requirement of any action of the Series B Preferred Unitholders, into Common Units at the Series B COC Conversion Rate immediately prior to the closing of the applicable Series B Cash Change of Control. (b) Subject to Paragraph 10(b) of this Supplemental Terms Annex, and not less than ten (10) Business Days prior to consummating a Series B Change of Control (other than a Series B Cash Change of Control), the Partnership shall provide written notice thereof to the Series B Preferred Unitholders. Subject to Paragraph 10(b) of this Supplemental Terms Annex, if a Series B Change of Control (other than a Series B Cash Change of Control) occurs, then each Series B Preferred Unitholder, with respect to all but not less than all of its Series B Preferred Units, by notice given to the Partnership within ten (10) Business Days of the date the Partnership provides written notice of such Series B Change of Control described in this Paragraph 11(b), shall be entitled to elect one (1) of the following (with the understanding that any Series B Preferred Unitholder who fails to timely provide notice of its election to the Partnership shall be deemed to have elected the option set forth in clause (i) below): (i) convert all, but not less than all, of such Series B Preferred Unitholder’s Outstanding Series B Preferred Units into Common Units at the then-applicable Series B Conversion Rate; (ii) except as described below, if (A) the Partnership will not be the surviving Person upon the consummation of such Series B Change of Control or (B) the Partnership will be the surviving Person but its Common Units will no longer be listed or admitted to trading on a National Securities Exchange, then require the Partnership to use its commercially reasonable efforts to deliver or to cause to be delivered to the Series B Preferred Unitholders, in exchange for their Series B Preferred Units upon the consummation of such Series B Change of Control, all a security in the surviving Person or the parent of the surviving Person that has powers, rights, preferences and privileges substantially similar to the Series B Preferred Units then outstanding shall be exchanged or redeemed (as described in this paragraph (F))Units, as applicableincluding, for eitherthe avoidance of doubt, at the sole right to distributions equal in amount and absolute discretion timing to those provided in Paragraph 6 of this Supplemental Terms Annex and a conversion rate proportionately adjusted such that the conversion of such security in the surviving Person or parent of the Partnership, (1) a number of ENLC Common Units equal to surviving Person immediately following the greater of (i) the Series B Unit Exchange Amount and (ii) the number of Series B Preferred Units to be exchanged multiplied by the quotient of (A) an amount equal to the quotient of (x) 140% of the Series B Issue Price divided by (y) the Common Unit Exchange Ratio, divided by (B) the daily volume-weighted average closing trading price of the ENLC Common Units on the National Securities Exchange on which the ENLC Common Units are listed or admitted to trading for the trailing thirty (30) Trading Days ending two (2) Trading Days before the date consummation of such exchange (such number of ENLC Common Units calculated pursuant to this clause (1), the “Series B Change of Control Units”) or (2) cash in an amount equal would entitle the Record Holder to (i) the number of Series B Change common securities of Control Units multiplied such Person (together with a number of common securities of equivalent value to any other assets received by (ii) the daily volume-weighted average closing trading price holders of ENLC Common Units on the National Securities Exchange on which the ENLC Common Units are listed or admitted to trading for the trailing ten (10) Trading Days ending two (2) Trading Days before the date of in such redemption. Seven (7) Business Days prior to a Series B Change of Control) which, the Partnership shall deliver if a written notice to each Series B Unitholder (the “Series B Change of Control Exchange Election Notice”) stating whether the Partnership will exchange all Series B Preferred Unit had been converted into Common Units for Series B Change of Control Units or the cash amount set forth in clause (2) above, in either case, immediately prior to such Series B Change of Control. If the Partnership elects , such Record Holder would have been entitled to deliver the receive immediately following such Series B Change of Control Units(such security in the surviving Person, and a “Series B Unitholder does not provide written notice to Substantially Equivalent Unit”); provided, however, that, if the Partnership of the name is unable to deliver or names cause to be delivered Series B Substantially Equivalent Units to any Series B Preferred Unitholder in which connection with such Series B Change of Control, then such Series B Preferred Unitholder wishes shall be entitled to (Y) require redemption of such Series B Preferred Units in the Certificate manner contemplated by clause (iv) of this Paragraph 11(b) of this Supplemental Terms Annex or Certificates for (Z) convert the Series B Preferred Units held by such Series B Preferred Unitholder immediately prior to such Series B Change of Control into a number of Common Units at a conversion ratio equal to be issued within seven the quotient of (7I)(a) Business Days after receipt the product of (i) 160% multiplied by (ii) the Series B Issue Price, less (b) such Series B Preferred Unitholder’s Pro Rata portion of the sum of (i) the aggregate cash distributions paid on all Series B Preferred Units on or prior to the date of such Series B Change of Control Election Noticeand (ii) an amount in cash equal to the aggregate Series B Quarterly Distributions paid in Series B PIK Units (based on the value of such Series B PIK Units on the applicable Series B PIK Payment Date) on or prior to the date of such Series B Change of Control, then divided by (II) an amount equal to 95% of the Certificate or Certificates VWAP for the 30-Trading Day period ending on the Trading Date immediately before the consummation of such Series B Change of Control; provided, however, that such conversion ratio shall in no event result in a value per Series B Preferred Unit that exceeds (1) 125% of the Series B Issue Price, in the case of a Series B Change of Control Units of such Series B Unitholder shall be issued occurring prior to the Record Holder of such Series B Preferred Units. Immediately upon any exchange or redemption of Series B Preferred Units pursuant to this Section 5.10(b)(viii)(F)November 28, all rights 2018; (2) 130% of the Series B Exchanging Unitholder Issue Price, in respect thereof shall ceasethe case of a Series B Change of Control occurring on or after November 28, including2018, without limitationbut prior to November 28, any further accrual 2019; and (3) 140% of distributions. Fractional ENLC Common Units shall not be issued the Series B Issue Price, in the case of a Series B Change of Control occurring on or after November 28, 2019 but prior to any person pursuant to this Section 5.10(b)(viii)(F)November 28, if applicable (each fractional ENLC Common Unit shall be rounded to the nearest whole ENLC Common Unit (and a 0.5 ENLC Common Unit shall be rounded to the next higher ENLC Common Unit)).2020;

Series B Change of Control. Immediately prior to a Series B Change of Control, all Series B Preferred Units then outstanding shall be exchanged or redeemed (as described in this paragraph (F)), as applicable, for either, at the sole and absolute discretion of the Partnership, (1) a number of ENLC Common Units equal to the greater of (i) the Series B Unit Exchange Amount and (ii) the number of Series B Preferred Units to be exchanged multiplied by the quotient of (A) an amount equal to the quotient of (x) 140% of the Series B Issue Price divided by (y) the Common Unit Exchange Ratio, divided by (B) the daily volume-weighted average closing trading price of the ENLC Common Units on the National Securities Exchange on which the ENLC Common Units are listed or admitted to trading for the trailing thirty (30) Trading Days ending two (2) Trading Days before the date of such exchange (such number of ENLC Common Units calculated pursuant to this clause (1), the “Series B Change of Control Units”) or (2) cash in an amount equal to (i) the number of Series B Change of Control Units multiplied by (ii) the daily volume-weighted average closing trading price of ENLC Common Units on the National Securities Exchange on which the ENLC Common Units are listed or admitted to trading for the trailing ten (10) Trading Days ending two (2) Trading Days before the date of such redemption. Seven (7) Business Days prior to a Series B Change of Control, the Partnership shall deliver a written notice to each Series B Unitholder (the “Series B Change of Control Exchange Election Notice”) stating whether the Partnership will exchange all Series B Preferred Units for Series B Change of Control Units or the cash amount set forth in clause (2) above, in either case, immediately prior to such Series B Change of Control. If a Depositary has been appointed, the Partnership shall comply with any applicable procedures of the Depositary to carry out the applicable exchange or redemption in connection with any Series B Change of Control. If the Partnership elects to deliver the Series B Change of Control Units, and a Series B Unitholder does not provide written notice to the Partnership of the name or names in which such Series B Unitholder wishes the Certificate or Certificates for the Series B Change of Control Units to be issued within seven (7) Business Days after receipt of the Series B Change of Control Exchange Election Notice, if applicable, then the Certificate or Certificates for the Series B Change of Control Units of such Series B Unitholder shall be issued to the Record Holder of such Series B Preferred Units, if applicable. Immediately upon any exchange or redemption of Series B Preferred Units pursuant to this Section 5.10(b)(viii)(F), all rights of the Series B Exchanging Unitholder in respect thereof shall cease, including, without limitation, any further accrual of distributions. Fractional ENLC Common Units shall not be issued to any person pursuant to this Section 5.10(b)(viii)(F), if applicable (each fractional ENLC Common Unit shall be rounded to the nearest whole ENLC Common Unit (and a 0.5 ENLC Common Unit shall be rounded to the next higher ENLC Common Unit)).

Series B Change of Control. Immediately (a) Subject to Paragraph 10(b) of this Supplemental Terms Annex, in the event of a Series B Cash Change of Control, the Outstanding Series B Preferred Units shall be automatically converted, without requirement of any action of the Series B Preferred Unitholders, into Common Units at the Series B COC Conversion Rate immediately prior to the closing of the applicable Series B Cash Change of Control. (b) Subject to Paragraph 10(b) of this Supplemental Terms Annex, and not less than ten (10) Business Days prior to consummating a Series B Change of Control (other than a Series B Cash Change of Control), the B-14 Partnership shall provide written notice thereof to the Series B Preferred Unitholders. Subject to Paragraph 10(b) of this Supplemental Terms Annex, if a Series B Change of Control (other than a Series B Cash Change of Control) occurs, then each Series B Preferred Unitholder, with respect to all but not less than all of its Series B Preferred Units, by notice given to the Partnership within ten (10) Business Days of the date the Partnership provides written notice of such Series B Change of Control described in this Paragraph 11(b), shall be entitled to elect one (1) of the following (with the understanding that any Series B Preferred Unitholder who fails to timely provide notice of its election to the Partnership shall be deemed to have elected the option set forth in clause (i) below): (i) convert all, but not less than all, of such Series B Preferred Unitholder’s Outstanding Series B Preferred Units into Common Units at the then-applicable Series B Conversion Rate; (ii) except as described below, if (A) the Partnership will not be the surviving Person upon the consummation of such Series B Change of Control or (B) the Partnership will be the surviving Person but its Common Units will no longer be listed or admitted to trading on a National Securities Exchange, then require the Partnership to use its commercially reasonable efforts to deliver or to cause to be delivered to the Series B Preferred Unitholders, in exchange for their Series B Preferred Units upon the consummation of such Series B Change of Control, all a security in the surviving Person or the parent of the surviving Person that has powers, rights, preferences and privileges substantially similar to the Series B Preferred Units then outstanding shall be exchanged or redeemed (as described in this paragraph (F))Units, as applicableincluding, for eitherthe avoidance of doubt, at the sole right to distributions equal in amount and absolute discretion timing to those provided in Paragraph 6 of this Supplemental Terms Annex and a conversion rate proportionately adjusted such that the conversion of such security in the surviving Person or parent of the Partnership, (1) a number of ENLC Common Units equal to surviving Person immediately following the greater of (i) the Series B Unit Exchange Amount and (ii) the number of Series B Preferred Units to be exchanged multiplied by the quotient of (A) an amount equal to the quotient of (x) 140% of the Series B Issue Price divided by (y) the Common Unit Exchange Ratio, divided by (B) the daily volume-weighted average closing trading price of the ENLC Common Units on the National Securities Exchange on which the ENLC Common Units are listed or admitted to trading for the trailing thirty (30) Trading Days ending two (2) Trading Days before the date consummation of such exchange (such number of ENLC Common Units calculated pursuant to this clause (1), the “Series B Change of Control Units”) or (2) cash in an amount equal would entitle the Record Holder to (i) the number of Series B Change common securities of Control Units multiplied such Person (together with a number of common securities of equivalent value to any other assets received by (ii) the daily volume-weighted average closing trading price holders of ENLC Common Units on the National Securities Exchange on which the ENLC Common Units are listed or admitted to trading for the trailing ten (10) Trading Days ending two (2) Trading Days before the date of in such redemption. Seven (7) Business Days prior to a Series B Change of Control) which, the Partnership shall deliver if a written notice to each Series B Unitholder (the “Series B Change of Control Exchange Election Notice”) stating whether the Partnership will exchange all Series B Preferred Unit had been converted into Common Units for Series B Change of Control Units or the cash amount set forth in clause (2) above, in either case, immediately prior to such Series B Change of Control. If the Partnership elects , such Record Holder would have been entitled to deliver the receive immediately following such Series B Change of Control Units(such security in the surviving Person, and a “Series B Unitholder does not provide written notice to Substantially Equivalent Unit”); provided, however, that, if the Partnership of the name is unable to deliver or names cause to be delivered Series B Substantially Equivalent Units to any Series B Preferred Unitholder in which connection with such Series B Change of Control, then such Series B Preferred Unitholder wishes shall be entitled to (Y) require redemption of such Series B Preferred Units in the Certificate manner contemplated by clause (iv) of this Paragraph 11(b) of this Supplemental Terms Annex or Certificates for (Z) convert the Series B Preferred Units held by such Series B Preferred Unitholder immediately prior to such Series B Change of Control into a number of Common Units at a conversion ratio equal to be issued within seven the quotient of (7I)(a) Business Days after receipt the product of (i) 160% multiplied by (ii) the Series B Issue Price, less (b) such Series B Preferred Unitholder’s Pro Rata portion of the sum of (i) the aggregate cash distributions paid on all Series B Preferred Units on or prior to the date of such Series B Change of Control Election Noticeand (ii) an amount in cash equal to the aggregate Series B Quarterly Distributions paid in Series B PIK Units (based on the value of such Series B PIK Units on the applicable Series B PIK Payment Date) on or prior to the date of such Series B Change of Control, then divided by (II) an amount equal to 95% of the Certificate or Certificates VWAP for the 30-Trading Day period ending on the Trading Date immediately before the consummation of such Series B Change of Control; provided, however, that such conversion ratio shall in no event result in a value per Series B Preferred Unit that exceeds (1) 125% of the Series B Issue Price, in the case of a Series B Change of Control Units of such Series B Unitholder shall be issued occurring prior to the Record Holder of such Series B Preferred Units. Immediately upon any exchange or redemption of Series B Preferred Units pursuant to this Section 5.10(b)(viii)(F)[•] [•], all rights 201815; (2) 130% of the Series B Exchanging Unitholder Issue Price, in respect thereof shall ceasethe case of a Series B Change of Control occurring on or after [•] [•], including2018, without limitationbut prior to [•] [•], any further accrual 201916; and (3) 140% of distributions. Fractional ENLC Common Units shall not be issued the Series B Issue Price, in the case of a Series B Change of Control occurring on or after [•] [•], 2019 but prior to any person pursuant to this Section 5.10(b)(viii)(F)[ ], if applicable (each fractional ENLC Common Unit shall be rounded to the nearest whole ENLC Common Unit (and a 0.5 ENLC Common Unit shall be rounded to the next higher ENLC Common Unit)).202017;