Common use of Delay Rights Clause in Contracts

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03, suspend such Selling Holder’s use of any prospectus that is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such registration statement but may settle any previously made sales of Registrable Securities) if (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood determines in good faith that Crestwood’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, would materially adversely affect Crestwood; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03, suspend such Selling Holder’s use of any prospectus that is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such registration statement but may settle any previously made sales of Registrable Securities) if AHGP: (i) Crestwood may delay its obligation to file any Shelf Registration Statement if (1) within 30 days of receipt of a written request from any Registration Rights Group, AHGP notifies the requesting Registration Rights Group of AHGP’s intention of effecting a public offering within 60 days, provided, that prior to the receipt of such request, AHGP has taken affirmative steps in contemplation of such public offering, (2) AHGP is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood AHGP determines in good faith that CrestwoodAHGP’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 Statement, or (ii3) Crestwood AHGP has experienced some other material non-public event the disclosure of which at such timetime is not required by law or, in the good faith judgment of CrestwoodAHGP, would materially adversely affect CrestwoodAHGP, then, in each case, AHGP may defer filing the Shelf Registration Statement for up to 60 days; provided, however, that AHGP shall not exercise its right to delay filing the Shelf Registration Statement more than once in no any 12 month period (excluding any delays in filing a registration statement or post-effective amendment pursuant to Section 2.12 hereof); (ii) may, upon written notice to any Registration Rights Group whose Registrable Securities are included in the Shelf Registration Statement, suspend such Registration Rights Group’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Registration Rights Group shall discontinue sales of the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Shelf Registration Statement) for up to 60 days if (1) AHGP is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and AHGP determines in good faith that AHGP’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (2) AHGP has experienced some other material non-public event the disclosure of which at such time is not required by law or, in the good faith judgment of AHGP, would materially adversely affect AHGP; provided, however, that AHGP shall not exercise its right to suspend any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate Registration Rights Group’s use of 60 days any prospectus more than twice in any 18012-day period or 105 days in any 365-day month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described abovein this Section 2.03(b), Crestwood AHGP shall provide prompt notice to the Selling Holders Registration Rights Group whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced or is undertaking some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of, as applicable, (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculation Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph also shall cease upon the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any suspension period or of the registration statement ceasing to be effective or failing to be useable for its intended purposes as described in this Section 2.03.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Company may, upon written notice to any each Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement (provided that in no event shall such notice contain any material, non-public information regarding the Company or any other registration statement pursuant to Section 3.03, of its subsidiaries) suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such registration statement but such Selling Holder may settle any previously made contracted sales of Registrable Securities) if (i) Crestwood the Company is pursuing an a bona fide material acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Board determines in good faith that Crestwoodthe Company’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement (and such disclosure is then-required therein by applicable law, rule or any other registration statement pursuant regulation to Section 3.03 or permit offers and sales thereunder), (ii) Crestwood the Company has experienced some other material non-public event the disclosure of which in the Shelf Registration Statement at such time, in the good faith judgment of Crestwoodthe Board, would materially and adversely affect Crestwoodthe Company (and such disclosure therein is then-required by applicable law, rule or regulation to permit offers and sales thereunder), or (iii) until the Company is eligible to incorporate such information by reference, the Board shall have determined in good faith, upon the advice of counsel, that it is required by law, rule or regulation to file a post-effective amendment to such registration statement in order to incorporate information into the registration statement for the purpose of (1) including in such registration statement any prospectus required under Section 10(a)(3) of the Securities Act, (2) reflecting in the prospectus included in such registration statement any facts or events arising after the effective date of such registration statement (or of the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein, or (3) including in the prospectus included in such registration statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information; provided, however, in no event shall the such Selling Holders be suspended under clauses (i), (ii) or (iii) of this Section 2.1(b) from selling Registrable Securities pursuant to the Resale Registration Statement or any other such registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 45 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Company may, upon written notice to (i) the Holders, delay the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (ix) Crestwood is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and Crestwood the Board determines reasonably and in good faith that Crestwood(A) the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 or (iiB) Crestwood such transaction renders the Company unable to comply with SEC requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement or other registration statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which at such time, in the reasonable and good faith judgment of Crestwoodthe Board, would materially adversely affect Crestwoodthe Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Company shall provide prompt notice notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in the Resale such Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if if, in the General Partner’s good faith determination, such use would (ia) Crestwood is pursuing an materially interfere with a significant acquisition, merger, reorganization, disposition financing or other similar transaction and Crestwood determines in good faith that Crestwood’s ability to pursue or consummate such a transaction would be materially adversely affected by any required involving the Partnership, (b) require premature disclosure of such transaction in material information that the Resale Registration Statement or any other registration statement pursuant to Section 3.03 Partnership has a bona fide business purpose for preserving as confidential or (iic) Crestwood has experienced some other material non-public event render the disclosure of which at such time, in the good faith judgment of Crestwood, would materially adversely affect CrestwoodPartnership unable to comply with applicable securities laws; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 contemplated by this Agreement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or such other registration statement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event event, the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units held of record by such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that such Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 sixty (60) days in any 180-day one hundred eighty (180)-day period or 105 one hundred five (105) days in any 365three hundred sixty-day five (365)-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculation Liquidated Damages, the date in (x) or (y) above shall be deemed the “180th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease upon the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale a Shelf Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale such Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale such Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale such Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 calendar days in any 180-calendar day period or 105 calendar days in any 365-calendar day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale such Shelf Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under a Shelf Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Shelf Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 20 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the twenty-first (21st) Business Day after such Shelf Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted with respect to a Selling Holder on the date that notice that the suspension has been terminated is delivered to such Selling Holder. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (i) a suspension being deemed lifted and (ii) when such Selling Holder no longer holds Registrable Securities included in such Shelf Registration Statement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Constellation Energy may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement, but such registration statement but Selling Holder may settle any previously made such sales of Registrable Securities) if (i) Crestwood Constellation Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood Constellation Energy determines in good faith that CrestwoodConstellation Energy’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood Constellation Energy has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of CrestwoodConstellation Energy, would materially adversely affect CrestwoodConstellation Energy; provided, however, in no event shall the Selling Holders Purchasers be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period; provided further, however, that during any period where Registrable Securities are registered on a Form S-1, the failure of the Registration Statement to be effective while updated quarterly or annual financial information is being included in each case, exclusive the Registration Statement shall not result in the accrual of days covered by Liquidated Damages if such period is no longer than 30 consecutive days. No additional registration rights may be granted to any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offeringother Person that would be superior to the Purchasers’ registration rights. Upon disclosure of such information or the termination of the condition described above, Crestwood Constellation Energy shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if if, in the General Partner’s good faith determination, such use would (ia) Crestwood is pursuing an materially interfere with a significant acquisition, merger, reorganization, disposition financing or other similar transaction and Crestwood determines in good faith that Crestwood’s ability to pursue or consummate such a transaction would be materially adversely affected by any required involving the Partnership, (b) require premature disclosure of such transaction in material information that the Resale Registration Statement or any other registration statement pursuant to Section 3.03 Partnership has a bona fide business purpose for preserving as confidential or (iic) Crestwood has experienced some other material non-public event render the disclosure of which at such time, in the good faith judgment of Crestwood, would materially adversely affect CrestwoodPartnership unable to comply with applicable securities laws; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.032.03, suspend such Selling Holder’s use of any prospectus that is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 2.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such registration statement but may settle any previously made sales of Registrable Securities) if (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood determines in good faith that Crestwood’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 2.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, would materially adversely affect Crestwood; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 2.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.032.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Board of Directors of Parent determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board of Directors of Parent would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(c) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Parent will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any Parity Holders. If Parent exercises its suspension rights under this Section 2.01(c), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Parent or a third Person), except transactions involving (I) the issuance or purchase of Equity Securities as contemplated by the Parent’s employee benefit plans or employee or director arrangements, (II) the issuance of Equity Securities to a seller as consideration for, or to a third party in order to finance or partially finance, the transaction specified under clause (i) of this Section 2.01(c) that was the basis for which the suspension rights under this Section 2.01(c) were exercised or (III) the issuance of Equity Securities to a member of EEH in connection with the redemption of Class B Common Stock and EEH Units pursuant to the EEH A&R LLC Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Atlas Pipeline Holdings may, upon written notice to any all of the Selling Holder Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s Holders’ use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the each such Selling Holder shall discontinue cease offers and sales of the Registrable Securities pursuant to the Registration Statement) but such registration statement but Selling Holder may settle any previously made sales of Registrable Securities) , if (i) Crestwood Atlas Pipeline Holdings is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood Atlas Pipeline Holdings determines in good faith that Crestwood’s Atlas Pipeline Holdings’ ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood Atlas Pipeline Holdings has experienced some other material non-public event event, the disclosure of which at such time, in the good faith judgment of CrestwoodAtlas Pipeline Holdings, would materially adversely affect CrestwoodAtlas Pipeline Holdings; provided, however, in no event shall the such Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Atlas Pipeline Holdings shall (i) provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall (ii) promptly terminate any suspension of sales it has put into effect and shall (iii) take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 contemplated by this Agreement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or such other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event event, the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Regency may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Regency (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood Regency determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, Regency would materially adversely affect CrestwoodRegency; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 45 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Regency shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Regency will only exercise its suspension rights under this Section 2.01(b) if it exercises similar suspension rights under the Prior Registration Rights Agreements that then remain in effect and with respect to any Parity Holders.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Board of Directors of Parent determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board of Directors of Parent would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(c) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Parent will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any Parity Holders. If Parent exercises its suspension rights under this Section 2.01(c), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Parent or a third Person), except transactions involving (I) the issuance or purchase of Equity Securities as contemplated by the Parent’s employee benefit plans or employee or director arrangements, (II) the issuance of unregistered Equity Securities to a seller as consideration for, or to a third party in order to finance or partially finance, the transaction specified under clause (i) of this Section 2.01(c) that was the basis for which the suspension rights under this Section 2.01(c) were exercised or (III) the issuance of Equity Securities to a member of EEH in connection with the redemption of Class B Common Stock and EEH Units pursuant to the EEH A&R LLC Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 calendar days in any 180-calendar day period or 105 calendar days in any 365-calendar day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale such Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 20 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the twenty-first (21st) Business Day after such Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted with respect to a Selling Holder on the date that notice that the suspension has been terminated is delivered to such Selling Holder. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (i) a suspension being deemed lifted and (ii) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood McMoRan may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale a Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement but may settle any previously made sales of Registrable Securities) if (i) Crestwood McMoRan is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood McMoRan determines in good faith that CrestwoodMcMoRan’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03 or statement; (ii) Crestwood McMoRan has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Board of Directors of McMoRan, would materially and adversely affect CrestwoodMcMoRan; or (iii) McMoRan would be required to prepare and file any financial statements (other than those it customarily prepares or before it customarily files such financial statements); provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale a Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 45 days in any 180-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder PXP in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood McMoRan shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 contemplated by this Agreement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or such other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if if, in the General Partner’s good faith determination, such use would (ia) Crestwood is pursuing an materially interfere with a significant acquisition, merger, reorganization, disposition financing or other similar transaction and Crestwood determines in good faith that Crestwood’s ability to pursue or consummate such a transaction would be materially adversely affected by any required involving the Partnership, (b) require premature disclosure of such transaction in material information that the Resale Registration Statement or any other registration statement pursuant to Section 3.03 Partnership has a bona fide business purpose for preserving as confidential or (iic) Crestwood has experienced some other material non-public event render the disclosure of which at such time, in the good faith judgment of Crestwood, would materially adversely affect CrestwoodPartnership unable to comply with applicable securities laws; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the Target Effective Date as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement Statements or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement Statements or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statements or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement Statements or any other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement Statements or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 sixty (60) days in any 180-day one hundred eighty (180)-day period or 105 one hundred five (105) days in any 365three hundred sixty-day five (365)-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statements, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statements or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statements or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that such Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Parent Board determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Parent Board would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If Parent exercises its suspension rights under this Section 2.01(b), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Parent equity securities (whether for the benefit of Parent or a third Person), except transactions involving the issuance or purchase of Parent equity securities as contemplated by Parent employee benefit plans or employee or director arrangements. Parent will only exercise its suspension rights under clauses (i) or (ii) of this Section 2.01(b) if it exercises similar suspension rights under all other registration rights agreements to which any Parity Holder (defined herein) is party.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Parent Board determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Parent Board would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If Parent exercises its suspension rights under this Section 2.01(b), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Parent equity securities (whether for the benefit of Parent or a third Person), except transactions involving the issuance or purchase of Parent equity securities as contemplated by Parent employee benefit plans or employee or director arrangements. Parent will only exercise its suspension rights under clauses (i) or (ii) of this Section 2.01(b) if it exercises similar suspension rights under all other registration rights agreements to which any Parity Holder (defined herein) is party.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 contemplated by this Agreement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or such other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event non‑public event, the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day 180‑day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units held of record by such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that such Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Board of Directors of Parent determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board of Directors of Parent would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(c) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Parent will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any Parity Holders. If Parent exercises its suspension rights under this Section 2.01(c), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Parent or a third Person), except transactions involving the issuance or purchase of Equity Securities as contemplated by Parent employee benefit plans or employee or director arrangements.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and Crestwood the Board determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(c) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Parent will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any Parity Holders. If Parent exercises its suspension rights under this Section 2.01(c), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Parent or a third Person), except transactions involving (I) the issuance or purchase of Equity Securities as contemplated by the Parent’s employee benefit plans or employee or director arrangements, (II) the issuance of Equity Securities to a seller as consideration for, or to a third party in order to finance or partially finance, the transaction specified under clause (i) of this Section 2.01(c) that was the basis for which the suspension rights under this Section 2.01(c) were exercised or (III) the issuance of Equity Securities to a member of EEH in connection with the redemption of Class B Common Stock and EEH Units pursuant to the EEH A&R LLC Agreement.

Delay Rights. Notwithstanding anything to the contrary contained hereinin this Agreement, Crestwood the Registrant may, upon written notice to any Selling Participating Holder whose Registrable Securities are included in a Shelf Registration Statement, delay the Resale effectiveness of a Shelf Registration Statement or any other registration statement pursuant to Section 3.03, suspend such Selling Participating Holder’s use of any prospectus that is a part of the Resale an effective Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Participating Holder shall discontinue sales of the Registrable Securities pursuant to the such registration statement but may settle any previously made sales of Registrable Securitieseffective Shelf Registration Statement) if (iA) Crestwood the Registrant is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Registrant determines in good faith that Crestwoodthe Registrant’s ability to pursue or consummate any such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Resale a Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (including disclosures incorporated by reference in a Registration Statement) or (iiB) Crestwood the Registrant has experienced some other material material, non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Registrant, would materially and adversely affect Crestwoodthe Registrant; provided, however, that in no event shall the Selling Registrant delay the effectiveness of a Shelf Registration Statement or prohibit the Participating Holders be suspended from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition conditions described abovein this Section 4.1(e), Crestwood the Registrant shall provide prompt notice to the Selling Participating Holders whose Registrable Securities are included in the Resale Shelf Registration Statement, and shall pursue the effectiveness of the Shelf Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect pursuant to an effective Shelf Registration Statement, as applicable, and the Registrant shall take such other reasonable actions reasonably necessary or appropriate to permit registered sales of Registrable Securities pursuant to an effective Shelf Registration Statement as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced or is undertaking some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 calendar days in any 180-calendar day period or 105 calendar days in any 365-calendar day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale such Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under a Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (A) the date on which the suspension period exceeded the permitted period and (B) the sixty-first (61st) Business Day after such Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (A) or (B) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted with respect to a Selling Holder on the date that notice that the suspension has been terminated is delivered to such Selling Holder. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (i) a suspension being deemed lifted or (ii) when such Selling Holder no longer holds Registrable Securities included in such Registration Statement, and any payment of Liquidated Damages shall be prorated for any period of less than 90 days in which the payment of Liquidated Damages ceases. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any suspension period or of the registration statement ceasing to be effective or failing to be useable for its intended purposes as described in this Section 2.03.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Board of Directors of Parent determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board of Directors of Parent would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Parent will only exercise its suspension rights under this Section 2.01(b) if it exercises similar suspension rights pursuant to Section 7.12 of the Parent Agreement and with respect to any Parity Holders. If Parent exercises its suspension rights under this Section 2.01(b), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Parent equity securities (whether for the benefit of Parent or a third Person), except transactions involving the issuance or purchase of Parent equity securities as contemplated by Parent employee benefit plans or employee or director arrangements.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced or is undertaking some other material non-public event event, the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 60 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of, as applicable, (x) the date on which the suspension period exceeded the permitted period under the immediately preceding paragraph and (y) the sixty-first (61st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculation Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to each Selling Holder. Liquidated Damages pursuant to this paragraph also shall cease upon the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. The foregoing Liquidated Damages shall be the sole and exclusive remedy of the Holders for any suspension period or of the registration statement ceasing to be effective or failing to be useable for its intended purposes as described in this Section 2.03.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Parent Board determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Parent Board would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If Parent exercises its suspension rights under this Section 2.01(b), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Parent equity securities (whether for the benefit of Parent or a third Person), except transactions involving the issuance or purchase of Parent equity securities as contemplated by Parent employee benefit plans or employee or director arrangements.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if the Partnership (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Board of Directors of the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board of Directors of the Partnership would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Board of Directors of Parent determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board of Directors of Parent would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Parent will only exercise its suspension rights under this Section 2.01(b) if it exercises similar suspension rights with respect to any Parity Holders. If Parent exercises its suspension rights under this Section 2.01(b), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Parent or a third Person), except transactions involving the issuance or purchase of Equity Securities as contemplated by Parent employee benefit plans or employee or director arrangements.

Delay Rights. (a) Notwithstanding anything to the contrary contained herein, Crestwood may, upon written notice to any Selling each Holder whose of Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03, shall suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) upon written notice from the Partnership to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, if (ia) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (iib) Crestwood the Partnership has experienced or is undertaking some other material non-public event event, the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering; and provided further that the Partnership shall not include any material, non-public information in any such notice. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice of such termination (and not the reason therefor) to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale a Shelf Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale such Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Shelf Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale such Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale such Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 calendar days in any 180-calendar day period or 105 calendar days in any 365-calendar day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale such Shelf Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01 (b), or (ii) any Selling Holder whose Registrable Securities are included in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Partnership (ix) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood NuStar GP determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 statement, or (iiy) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of CrestwoodNuStar GP, would materially adversely affect Crestwoodthe Partnership; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale such Registration Statement or any other registration statement pursuant to Section 3.03 for a single period that exceeds an aggregate of 60 sixty (60) days in any 180-day period or 105 ninety (90) days in any 365-day period, in each case, exclusive . Any notice provided by the Partnership pursuant to this Section 2.03 shall be provided on a Business Day and receipt of days covered such notice shall be confirmed and kept confidential by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offeringthe Holders unless and until disclosure of such information or the termination of such condition. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale such Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained hereinin this Agreement, Crestwood the Registrant may, upon written notice to any Selling Participating Holder whose Registrable Securities or Class C Convertible Preferred Units are included in a Shelf Registration Statement, delay the Resale effectiveness of a Shelf Registration Statement or any other registration statement pursuant to Section 3.03, suspend such Selling Participating Holder’s use of any prospectus that is a part of the Resale an effective Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Participating Holder shall discontinue sales of the Registrable Securities and Class C Convertible Preferred Units pursuant to the such registration statement but may settle any previously made sales of Registrable Securitieseffective Shelf Registration Statement) if (iA) Crestwood the Registrant is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Registrant determines in good faith that Crestwoodthe Registrant’s ability to pursue or consummate any such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Resale a Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (including disclosures incorporated by reference in a Registration Statement) or (iiB) Crestwood the Registrant has experienced some other material material, non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Registrant, would materially and adversely affect Crestwoodthe Registrant; provided, however, that in no event shall the Selling Registrant delay the effectiveness of a Shelf Registration Statement or prohibit the Participating Holders be suspended from selling Registrable Securities or Class C Convertible Preferred Units pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition conditions described abovein this Section 2.01(e), Crestwood the Registrant shall provide prompt notice to the Selling Participating Holders whose Registrable Securities or Class C Convertible Preferred Units are included in the Resale Shelf Registration Statement, and shall pursue the effectiveness of the Shelf Registration Statement or any other registration statement pursuant to Section 3.03, and shall promptly terminate any suspension of sales it has put into effect pursuant to an effective Shelf Registration Statement, as applicable, and the Registrant shall take such other reasonable actions reasonably necessary or appropriate to permit registered sales of Registrable Securities and Class C Convertible Preferred Units pursuant to an effective Shelf Registration Statement as contemplated in this Agreement.

Delay Rights. (a) Notwithstanding anything to the contrary contained herein, Crestwood may, upon written notice to any Selling each Holder whose of Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03, shall suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) upon written notice from the Partnership to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, if (ia) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood the Partnership determines in good faith that Crestwoodthe Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (iib) Crestwood the Partnership has experienced or is undertaking some other material non-public event event, the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodthe Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offeringunderwritten offering; and provided further that the Partnership shall not include any material, non-public information in any such notice. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice of such termination (and not the reason therefor) to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if if, in the General Partner’s good faith determination, such use would (ia) Crestwood is pursuing an materially interfere with a significant acquisition, merger, reorganization, disposition financing or other similar transaction and Crestwood determines in good faith that Crestwood’s ability to pursue or consummate such a transaction would be materially adversely affected by any required involving the Partnership, (b) require premature disclosure of such transaction in material information that the Resale Registration Statement or any other registration statement pursuant to Section 3.03 Partnership has a bona fide business purpose for preserving as confidential or (iic) Crestwood has experienced some other material non-public event render the disclosure of which at such time, in the good faith judgment of Crestwood, would materially adversely affect CrestwoodPartnership unable to comply with applicable securities laws; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “180th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood McMoRan may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale a Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such Registration Statement or other registration statement but may settle any previously made sales of Registrable Securities) if (i) Crestwood McMoRan is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood McMoRan determines in 5 good faith that CrestwoodMcMoRan’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03 or statement; (ii) Crestwood McMoRan has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwoodthe Board of Directors of McMoRan, would materially and adversely affect CrestwoodMcMoRan; or (iii) McMoRan would be required to prepare and file any financial statements (other than those it customarily prepares or before it customarily files such financial statements); provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale a Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 45 days in any 180-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder PXP in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood McMoRan shall provide prompt written notice to the Selling Holders whose Registrable Securities are included in the Resale a Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 contemplated by this Agreement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or such other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if if, in the General Partner’s good faith determination, such use would (ia) Crestwood is pursuing an materially interfere with a significant acquisition, merger, reorganization, disposition financing or other similar transaction and Crestwood determines in good faith that Crestwood’s ability to pursue or consummate such a transaction would be materially adversely affected by any required involving the Partnership, (b) require premature disclosure of such transaction in material information that the Resale Registration Statement or any other registration statement pursuant to Section 3.03 Partnership has a bona fide business purpose for preserving as confidential or (iic) Crestwood has experienced some other material non-public event render the disclosure of which at such time, in the good faith judgment of Crestwood, would materially adversely affect Crestwood; Partnership unable to comply with applicable securities laws; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the Target Effective Date as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages pursuant to this paragraph shall cease to accrue upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, assuming that each Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and Crestwood the Board determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(c) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 80 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Parent will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any Parity Holders. If Parent exercises its suspension rights under this Section 2.01(c), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Parent or a third Person), except transactions involving (I) the issuance or purchase of Equity Securities as contemplated by the Parent’s employee benefit plans or employee or director arrangements, (II) the issuance of unregistered Equity Securities to a seller as consideration for, or to a third party in order to finance or partially finance, the transaction specified under clause (i) of this Section 2.01(c) that was the basis for which the suspension rights under this Section 2.01(c) were exercised or (III) the issuance of Equity Securities to a member of EEH in connection with the redemption of Class B Common Stock and EEH Units pursuant to the EEH A&R LLC Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the such registration statement Resale Registration Statement but may settle any previously made sales of Registrable Securities) if (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood determines in good faith that Crestwood’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, would materially adversely affect Crestwood; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Parent may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Parent (i) Crestwood is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and Crestwood the Board determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, the Board would materially adversely affect CrestwoodParent; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(c) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(c) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 30 days in any 18090-day period or 105 80 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Parent shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Parent will only exercise its suspension rights under this Section 2.01(c) if it exercises similar suspension rights with respect to any Parity Holders. If Parent exercises its suspension rights under this Section 2.01(c), then during such suspension period Parent shall not engage in any transaction involving the offer, issuance, sale or purchase of Equity Securities (whether for the benefit of Parent or a third Person), except transactions involving (I) the issuance or purchase of Equity Securities as contemplated by the Parent’s employee benefit plans or employee or director arrangements, (II) the issuance of Equity Securities to a seller as consideration for, or to a third party in order to finance or partially finance, the transaction specified under clause (i) of this Section 2.01(c) that was the basis for which the suspension rights under this Section 2.01(c) were exercised or (III) the issuance of Equity Securities to a member of EEH in connection with the redemption of Class B Common Stock and EEH Units pursuant to the EEH A&R LLC Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Registration Statement or any other registration statement pursuant to Section 3.03 contemplated by this Agreement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or such other registration statement but may settle any previously made sales of Registrable Securities) if (i) Crestwood the Partnership is pursuing an acquisition, merger, reorganization, disposition disposition, financing or other similar transaction and Crestwood the Partnership determines in good faith that Crestwood’s ability it is in the best interests of the Partnership not to pursue or consummate disclose the existence of material facts surrounding such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 or (ii) Crestwood the Partnership has experienced some other material non-public event event, the disclosure of which at such time, in the good faith judgment of Crestwoodthe Partnership, would materially adversely affect Crestwoodis in the best interest of the Partnership to not disclose; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Resale Registration Statement or any such other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 days in any 180-180- day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten OfferingOffering or executed pursuant to Section 2.12(b). Upon disclosure of such information or the termination of the condition described above, Crestwood the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Registration Statement or any other registration statement pursuant to Section 3.03contemplated by this Agreement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 Business Days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) Business Day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “Effectiveness Deadline,” for purposes of calculating Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Any Liquidated Damages shall cease to accrue pursuant to this paragraph upon the earlier of (1) a suspension being deemed lifted and (2) when such Holder no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Delay Rights. Notwithstanding anything to the contrary contained herein, Crestwood Regency may, upon written notice to (x) all Holders, delay the filing of the Shelf Registration Statement or (y) any Selling Holder whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, suspend such Selling Holder’s use of any prospectus that which is a part of the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such registration statement but Selling Holder may settle any previously made contracted sales of Registrable Securities) if Regency (i) Crestwood is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Crestwood Regency determines in good faith that Crestwood’s its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 or (ii) Crestwood has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of Crestwood, Regency would materially adversely affect CrestwoodRegency; provided, however, in no event shall (A) such filing of the Shelf Registration Statement be delayed under clauses (i) or (ii) of this Section 2.01(b) for a period that exceeds 90 days or (B) such Selling Holders be suspended under clauses (i) or (ii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03 for a period that exceeds an aggregate of 60 45 days in any 18090-day period or 105 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, Crestwood Regency shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Resale Shelf Registration Statement or any other registration statement pursuant to Section 3.03Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. Regency will only exercise its suspension rights under this Section 2.01(b) if it exercises similar suspension rights under the Prior Registration Rights Agreements that then remain in effect and with respect to any Parity Holders. .