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-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-2 Preferred Unit or Series B Preferred Unit will be immediately cancelled and retired by the Company. Upon the acquisition of any Series A-2 Preferred Unit or Series B Preferred Unit by the Crestwood Member pursuant to this Agreement (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. Upon 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 the Crestwood Member as the owner of such Units) shall not have any redemption rights (other than pursuant to Section 4.06(d)(i), 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 conversion rights set forth in Section 4.07. Further, at such time as 100% of the Series A-2 Preferred Units and Series B Preferred Units held by the Holdings Member have been redeemed in full by the Company or acquired by the Crestwood Member in accordance with this Agreement, the Holdings Member shall immediately cease to be both a Member and a Party; provided, however, that the rights and obligations of the Holdings Member under Sections 3.07, 3.08, 3.09, Article V, Sections 6.03(c)(ii), 6.04(c), (d), (e) and (f), 6.05, 7.03, 7.04, 7.05, Article VIII, Section 9.01 and Article XI (the “Surviving Provisions”) shall survive the 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-2 Preferred Units or Series B Preferred Units pursuant to this Section 4.06, such redemption or acquisition shall be effected in a manner such that the earliest-issued, then-outstanding Series A-2 Preferred Units or Series B Preferred Units, as applicable, are redeemed prior to the redemption of any later-issued Series A-2 Preferred Units or Series B Preferred Units.

Effect of Redemption or Purchase of Preferred Units. To the extent that any Series A-2 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-2 A Preferred Unit or Series B Preferred Unit will be immediately cancelled and retired by the Company. Upon the acquisition of any Series A-2 A Preferred Unit or Series B Preferred Unit by the Crestwood Member pursuant to this Agreement (other than pursuant to Section 3.04 (Right of First Offer on Indirect Holdings Member Transfer)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. Upon the acquisition of any Series A-2 A 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 Transfer3.04), such Units shall remain outstanding but, notwithstanding anything herein to the contrary, such Units (and the Crestwood Member as the owner of such Units) shall not have any redemption rights (other than pursuant to Section 4.06(d)(i), Section 4.06(d)(iii), or Section 5.01(c4.06(f)), 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 conversion rights set forth in Section 4.07. Further, at such time as 100% of the Series A-2 A Preferred Units and Series B Preferred Units held by the Holdings Member have been redeemed in full by the Company or acquired by the Crestwood Member in accordance with this Agreement, the Holdings Member shall immediately cease to be both a Member and a Party; provided, however, that the rights and obligations of the Holdings Member under Sections 3.07, 3.08, 3.09, 3.10, Article V, Sections 6.03(c)(ii), 6.04(c), (d), (e) and (f), 6.05, 7.03, 7.04, 7.05, Article VIII, Section 9.01 and Article XI (the “Surviving Provisions”) shall survive the 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-2 A Preferred Units or Series B Preferred Units pursuant to this Section 4.06, such redemption or acquisition shall be effected in a manner such that the earliest-issued, then-outstanding Series A-2 A Preferred Units or Series B Preferred Units, as applicable, are redeemed prior to the redemption of any later-issued Series A-2 A Preferred Units or Series B Preferred Units.

Effect of Redemption or Purchase of Preferred Units. To the extent that any Series A-2 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-2 A Preferred Unit or Series B Preferred Unit will be immediately cancelled and retired by the Company. Upon the acquisition of any Series A-2 A Preferred Unit or Series B Preferred Unit by the Crestwood Member pursuant to this Agreement (other than pursuant to Section 3.04 (Right of First Offer on Indirect Holdings Member Transfer)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. Upon the acquisition of any Series A-2 A 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 Transfer3.04), such Units shall remain outstanding but, notwithstanding anything herein to the contrary, such Units (and the Crestwood Member as the owner of such Units) shall not have any redemption rights (other than pursuant to Section 4.06(d)(i), Section 4.06(d)(iii), or Section 5.01(c4.06(g)), 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 conversion rights set forth in Section 4.07. Further, at such time as 100% of the Series A-2 A Preferred Units and Series B Preferred Units held by the Holdings Member have been redeemed in full by the Company or acquired by the Crestwood Member in accordance with this Agreement, the Holdings Member shall immediately cease to be both a Member and a Party; provided, however, that the rights and obligations of the Holdings Member under Sections 3.07, 3.08, 3.09, 3.10, Article V, Sections 6.03(c)(ii), 6.04(c), (d), (e) and (f), 6.05, 7.03, 7.04, 7.05, Article VIII, Section 9.01 and Article XI (the “Surviving Provisions”) shall survive the 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-2 A Preferred Units or Series B Preferred Units pursuant to this Section 4.064.06 (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-2 A Preferred Units or Series B Preferred Units, as applicable, are redeemed prior to the redemption of any later-issued Series A-2 A Preferred Units or Series B Preferred Units.

Effect of Redemption or Purchase of Preferred Units. To the extent that any Series A-2 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-2 A Preferred Unit or Series B Preferred Unit will be immediately cancelled and retired by the Company. Upon the acquisition of any Series A-2 A Preferred Unit or Series B Preferred Unit by the Crestwood Member pursuant to this Agreement (other than pursuant to Section 3.04 (Right of First Offer on Indirect Holdings Member Transfer))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. Upon the acquisition Further, and provided that as of any Series A-2 Preferred Unitsuch time, 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 EFS has made aggregate Capital Contributions to the contrary, such Units (and Company equal to the Crestwood Member as the owner of such Units) shall not have any redemption rights (other than pursuant to Section 4.06(d)(i), 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 conversion rights set forth in Section 4.07. FurtherMaximum EFS Contribution Obligation, at such time as 100% of the Series A-2 A Preferred Units and Series B Preferred Units held by the Holdings EFS Member have been redeemed in full by the Company or acquired by the Crestwood Member in accordance with this Agreement, the Holdings EFS Member shall immediately cease to be both a Member and a Partyparty to this Agreement; provided, however, that the rights and obligations of the Holdings EFS Member under Sections 3.073.04, 3.083.05, 3.093.06, Article V, Sections 6.03(c)(ii6.03(e), 6.04(c), (d), (e) and (f), 6.05, 7.03, 7.04, 7.05, Article VIII8.01, Section 8.03 and 9.01 and Article XI (the “Surviving Provisions”) shall survive the Holdings 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-2 A Preferred Units or Series B Preferred Units pursuant to this Section 4.064.04, such redemption or acquisition shall be effected in a manner such that the earliest-issued, then-outstanding Series A-2 A Preferred Units or Series B Preferred Units, as applicable, are redeemed prior to the redemption of any later-issued Series A-2 A Preferred Units or Series B Preferred Units.