Common use of Effect of Redemption or Purchase of Preferred Units Clause in Contracts

Effect of Redemption or Purchase of Preferred Units. To the extent that any Series A Preferred Unit or Series B Preferred Unit is redeemed in full by the Company pursuant to this Agreement, at the time of such redemption, such Series A Preferred Unit or Series B Preferred Unit will be immediately cancelled and retired by the Company. Upon the acquisition of any Series A Preferred Unit or Series B Preferred Unit by the Crestwood Member pursuant to this Agreement, immediately following such acquisition, such Preferred Unit shall be automatically be converted into, and shall be treated in all respects as, one Common Unit. Further, and provided that as of such time, EFS has made aggregate Capital Contributions to the Company equal to the Maximum EFS Contribution Obligation, at such time as 100% of the Series A Preferred Units and Series B Preferred Units held by the EFS Member have been redeemed in full by the Company or acquired by the Crestwood Member in accordance with this Agreement, the EFS Member shall immediately cease to be both a Member and a party to this Agreement; provided, however, that the rights and obligations of the EFS Member under Sections 3.04, 3.05, 3.06, Article V, 6.03(e), 6.04(c), (d), (e) and (f), 6.05, 7.03, 7.04, 7.05, 8.01, 8.03 and 9.01 and Article XI (the “Surviving Provisions”) shall survive the EFS Member’s termination as a Member subject to any time limitations expressly set forth in any of the foregoing sections. In connection with any redemption or acquisition of less than all of the then-outstanding Series A Preferred Units or Series B Preferred Units pursuant to this Section 4.04, such redemption or acquisition shall be effected in a manner such that the earliest-issued, then-outstanding Series A Preferred Units or Series B Preferred Units, as applicable, are redeemed prior to the redemption of any later-issued Series A Preferred Units or Series B Preferred Units.

Effect of Redemption or Purchase of Preferred Units. To the extent that any Series A A-2 Preferred Unit or Series B Preferred Unit is redeemed in full by the Company pursuant to this Agreement, at the time of such redemption, such Series A A-2 Preferred Unit or Series B Preferred Unit will be immediately cancelled and retired by the Company. Upon the acquisition of any Series A A-2 Preferred Unit or Series B Preferred Unit by the Crestwood Member pursuant to this AgreementAgreement (other than pursuant to Section 3.04 (Right of First Offer on Indirect Holdings Member Transfer)), immediately following such acquisition, such Preferred Unit shall be automatically be converted into, and shall be treated in all respects as, one Common Unit. FurtherUpon the acquisition of any Series A-2 Preferred Unit, Series B Preferred Unit or other Unit by the Crestwood Member pursuant to Section 3.04 (Right of First Offer on Indirect Holdings Member Transfer), such Units shall remain outstanding but, notwithstanding anything herein to the contrary, such Units (and provided that the Crestwood Member as the owner of such timeUnits) shall not have any redemption rights (other than pursuant to Section 4.06(d)(i), EFS has made aggregate Capital Contributions Section 4.06(d)(iii), or Section 5.01(c)), voting rights, governance rights or other rights hereunder but instead shall only have economic rights with respect thereto (including, for the avoidance of doubt, the right to receive distributions in accordance with Article V) and the Company equal to the Maximum EFS Contribution Obligationconversion rights set forth in Section 4.07. Further, at such time as 100% of the Series A A-2 Preferred Units and Series B Preferred Units held by the EFS Holdings Member have been redeemed in full by the Company or acquired by the Crestwood Member in accordance with this Agreement, the EFS Holdings Member shall immediately cease to be both a Member and a party to this AgreementParty; provided, however, that the rights and obligations of the EFS Holdings Member under Sections 3.043.07, 3.053.08, 3.063.09, Article V, 6.03(eSections 6.03(c)(ii), 6.04(c), (d), (e) and (f), 6.05, 7.03, 7.04, 7.05, 8.01Article VIII, 8.03 and Section 9.01 and Article XI (the “Surviving Provisions”) shall survive the EFS Holdings Member’s termination as a Member subject to any time limitations expressly set forth in any of the foregoing sections. In connection with any redemption or acquisition of less than all of the then-outstanding Series A A-2 Preferred Units or Series B Preferred Units pursuant to this Section 4.044.06, such redemption or acquisition shall be effected in a manner such that the earliest-issued, then-outstanding Series A A-2 Preferred Units or Series B Preferred Units, as applicable, are redeemed prior to the redemption of any later-issued Series A A-2 Preferred Units or Series B Preferred Units.

Effect of Redemption or Purchase of Preferred Units. To the extent that any Series A Preferred Unit or Series B Preferred Unit is redeemed in full by the Company pursuant to this Agreement, at the time of such redemption, such Series A Preferred Unit or Series B Preferred Unit will be immediately cancelled and retired by the Company. Upon the acquisition of any Series A Preferred Unit or Series B Preferred Unit by the Crestwood Member pursuant to this AgreementAgreement (other than pursuant to Section 3.04), immediately following such acquisition, such Preferred Unit shall be automatically be converted into, and shall be treated in all respects as, one Common Unit. FurtherUpon the acquisition of any Series A Preferred Unit, Series B Preferred Unit or other Unit by the Crestwood Member pursuant to Section 3.04), such Units shall remain outstanding but, notwithstanding anything herein to the contrary, such Units (and provided that the Crestwood Member as the owner of such timeUnits) shall not have any redemption rights (other than pursuant to Section 4.06(f)), EFS has made aggregate Capital Contributions voting rights, governance rights or other rights hereunder but instead shall only have economic rights with respect thereto (including, for the avoidance of doubt, the right to receive distributions in accordance with Article V) and the Company equal to the Maximum EFS Contribution Obligationconversion rights set forth in Section 4.07. Further, at such -41- time as 100% of the Series A Preferred Units and Series B Preferred Units held by the EFS Holdings Member have been redeemed in full by the Company or acquired by the Crestwood Member in accordance with this Agreement, the EFS Holdings Member shall immediately cease to be both a Member and a party to this AgreementParty; provided, however, that the rights and obligations of the EFS Holdings Member under Sections 3.043.08, 3.053.09, 3.063.10, Article V, 6.03(eSections 6.03(c)(ii), 6.04(c), (d), (e) and (f), 6.05, 7.03, 7.04, 7.05, 8.01Article VIII, 8.03 and Section 9.01 and Article XI (the “Surviving Provisions”) shall survive the EFS Holdings Member’s termination as a Member subject to any time limitations expressly set forth in any of the foregoing sections. In connection with any redemption or acquisition of less than all of the then-outstanding Series A Preferred Units or Series B Preferred Units pursuant to this Section 4.044.06, such redemption or acquisition shall be effected in a manner such that the earliest-issued, then-outstanding Series A Preferred Units or Series B Preferred Units, as applicable, are redeemed prior to the redemption of any later-issued Series A Preferred Units or Series B Preferred Units.

Effect of Redemption or Purchase of Preferred Units. To the extent that any Series A Preferred Unit or Series B Preferred Unit is redeemed in full by the Company pursuant to this Agreement, at the time of such redemption, such Series A Preferred Unit or Series B Preferred Unit will be immediately cancelled and retired by the Company. Upon the acquisition of any Series A Preferred Unit or Series B Preferred Unit by the Crestwood Member pursuant to this AgreementAgreement (other than pursuant to Section 3.04), immediately following such acquisition, such Preferred Unit shall be automatically be converted into, and shall be treated in all respects as, one Common Unit. FurtherUpon the acquisition of any Series A Preferred Unit, Series B Preferred Unit or other Unit by the Crestwood Member pursuant to Section 3.04), such Units shall remain outstanding but, notwithstanding anything herein to the contrary, such Units (and provided that the Crestwood Member as the owner of such timeUnits) shall not have any redemption rights (other than pursuant to Section 4.06(g)), EFS has made aggregate Capital Contributions voting rights, governance rights or other rights hereunder but instead shall only have economic rights with respect thereto (including, for the avoidance of doubt, the right to receive distributions in accordance with Article V) and the Company equal to the Maximum EFS Contribution Obligationconversion rights set forth in Section 4.07. Further, at such time as 100% of the Series A Preferred Units and Series B Preferred Units held by the EFS Holdings Member have been redeemed in full by the Company or acquired by the Crestwood Member in accordance with this Agreement, the EFS Holdings Member shall immediately cease to be both a Member and a party to this AgreementParty; provided, however, that the rights and obligations of the EFS Holdings Member under Sections 3.043.08, 3.053.09, 3.063.10, Article V, 6.03(eSections 6.03(c)(ii), 6.04(c), (d), (e) and (f), 6.05, 7.03, 7.04, 7.05, 8.01Article VIII, 8.03 and Section 9.01 and Article XI (the “Surviving Provisions”) shall survive the EFS Holdings Member’s termination as a Member subject to any time limitations expressly set forth in any of the foregoing sections. In connection with any redemption or acquisition of less than all of the then-outstanding Series A Preferred Units or Series B Preferred Units pursuant to this Section 4.044.06 (except pursuant to Section 4.06(f)), such redemption or acquisition shall be effected in a manner such that the earliest-issued, then-outstanding Series A Preferred Units or Series B Preferred Units, as applicable, are redeemed prior to the redemption of any later-issued Series A Preferred Units or Series B Preferred Units.