Common use of Redemption Right of a Limited Partner Clause in Contracts

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Public Company) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Class B Units (the “Redemption Right”) at any time. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Public Company (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Class B Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. The Redemption shall be completed on the date that is ten Business Days following delivery of the applicable Redemption Notice (unless and to the extent that the General Partner in its sole discretion agrees in writing to waive such time period) (the date of such completion, the “Redemption Date”); provided, however, that the Partnership, the Public Company and the Redeemed Partner may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on (i) the closing of an underwritten distribution of HESM Class A Shares that may be issued in connection with such proposed Redemption or (ii) the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of HESM Class A Shares for which the Redeemed Units are redeemable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the HESM Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. Unless the Redeemed Partner timely has delivered a Retraction Notice as provided in Section 16.1(b) or has revoked or delayed a Redemption as provided in Section 16.1(c) or the Public Company has elected to effect a Direct Exchange as provided in Section 16.3, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeemed Partner shall transfer and surrender, or cause to be transferred and surrendered, as applicable, the Redeemed Units to the Partnership and a corresponding number of HESM Class B Shares to the Public Company, in each case free and clear of all liens and encumbrances, (B) the Partnership shall (1) cancel the Redeemed Units, (2) transfer to the Redeemed Partner the Share Settlement, and (3) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Class B Units equal to the difference (if any) between the number of Class B Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (A) of this Section 16.1(a) and the Redeemed Units and (C) the Public Company shall cancel such HESM Class B Shares.

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Public CompanyCorporation) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Class B Common Units (the “Redemption Right”) at any timetime on or after the date that is 180 days after the Effective Time. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Public Company Corporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Class B Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. The Redemption shall be completed on the date that is ten three (3) Business Days following delivery of the applicable Redemption Notice, unless the Partnership elects to make the redemption payment by means of a Cash Settlement, in which case the Redemption shall be completed as promptly as practicable following delivery of the applicable Redemption Notice, but in any event, no more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the General Partner in its sole discretion agrees in writing to waive such time periodperiods) (the date of such completion, the “Redemption Date”); provided, however, that the Partnership, the Public Company Corporation and the Redeemed Partner may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further further, that a Redemption Notice may be conditioned on (i) the closing of an underwritten distribution of HESM Class A Shares the shares of Common Stock that may be issued in connection with such proposed Redemption or (ii) the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of HESM Class A Shares for which the Redeemed Units are redeemable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the HESM Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or propertyRedemption. Unless the Redeemed Partner has timely has delivered a Retraction Notice as provided in Section 16.1(b11.01(b) or has revoked or delayed a Redemption as provided in Section 16.1(c11.01(c) or the Public Company Corporation has elected to effect a Direct Exchange as provided in Section 16.311.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) ), (Ai) the Redeemed Partner shall transfer and surrender, or cause to be transferred and surrendered, as applicable, surrender the Redeemed Units to the Partnership and a corresponding number of HESM Class B the Required Preferred Shares to the Public CompanyCorporation, in each case free and clear of all liens and encumbrances, (Bii) the Partnership shall (1x) cancel the Redeemed Units, (2y) transfer to the Redeemed Partner the Share Settlementconsideration to which the Redeemed Partner is entitled under Section 11.01(b), and (3z) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Class B Common Units equal to the difference (if any) between the number of Class B Common Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (Ai) of this Section 16.1(a11.01(a) and the Redeemed Units and (Ciii) the Public Company Corporation shall cancel such HESM Class B shares of Required Preferred Shares.

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Public CompanyCorporation) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Class B Common Units (the “Redemption Right”) at any timeon the terms and conditions set forth in this Article XI. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Public Company Corporation and Royal LP (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Class B Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. Notwithstanding the foregoing or anything to the contrary herein, other than with the prior written consent of Royal (which consent may be withheld or granted in Royal’s sole discretion), a Limited Partner shall only be entitled to exercise its Redemption Right with respect to a number of Common Units up to the Maximum Redeemed Unit Amount as of the Redemption Notice Date (and in the event a Limited Partner submits a Redemption Notice specifying a number of Common Units to be redeemed in excess of the Maximum Redeemed Unit Amount, the number of “Redeemed Units” for purposes of such Redemption Notice shall be deemed to equal either the Maximum Redeemed Unit Amount or such amount as consented to in writing by Royal LP). The Redemption shall be completed on the date that is ten three (3) Business Days following the later of (i) delivery of the applicable Redemption Notice and (unless and ii) with respect to any Common Units to be redeemed in excess of the extent that the General Partner in Maximum Redeemed Unit Amount, delivery by Royal of its sole discretion agrees in writing written consent, if any, to waive such time period) Redemption (the date of such completion, the “Redemption Date”); provided, however, provided that the Partnership, the Public Company Corporation and the Redeemed Partner may (subject to the consent right of Royal in the foregoing sentence) change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that (a) a Redemption Notice may be conditioned on (i) the closing of an underwritten distribution of HESM the shares of Class A Shares Common Stock that may be issued in connection with such proposed Redemption; and (b) if the record date for any Partnership Distributions (as defined in the Charter) for any period would occur prior to any Redemption, then the Redemption or Date for such Redemption shall in no event be earlier than the Business Day immediately following the record date designated by the Corporate Board for the corresponding Pass-Through Distribution (ii) as defined in the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of HESM Class A Shares for which the Redeemed Units are redeemable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the HESM Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or propertyCharter). Unless the Redeemed Partner timely has delivered a Retraction Notice as provided in Section 16.1(b) or has revoked or delayed a Redemption as provided in Section 16.1(c) or the Public Company Corporation has elected to effect a Direct Exchange as provided in Section 16.311.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A1) the Redeemed Partner shall transfer and surrender, or cause to be transferred and surrendered, as applicable, surrender the Redeemed Units to the Partnership and a corresponding number of HESM shares of Class B Shares C Common Stock to the Public CompanyCorporation, in each case free and clear of all liens and encumbrances, (B2) the Partnership shall (1A) cancel the Redeemed Units, (2B) transfer to the Redeemed Partner the Share Settlementconsideration to which the Redeemed Partner is entitled under Section 11.01(b), and (3C) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Class B Common Units equal to the difference (if any) between the number of Class B Common Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (A1) of this Section 16.1(a11.01(a) and the Redeemed Units and (C3) the Public Company Corporation shall cancel such HESM shares of Class B SharesC Common Stock.

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Public CompanyCorporation) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Class B Common Units (the “Redemption Right”) at any time. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Public Company Corporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Class B Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. The Redemption shall be completed on the date that is ten three (3) Business Days following delivery of the applicable Redemption Notice, unless the Partnership elects to make the redemption payment by means of a Cash Settlement, in which case the Redemption shall be completed as promptly as practicable following delivery of the applicable Redemption Notice, but in any event, no more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the General Partner in its sole discretion agrees in writing to waive such time periodperiods) (the date of such completion, the “Redemption Date”); provided, however, that the Partnership, the Public Company Corporation and the Redeemed Partner may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further further, that a Redemption Notice may be conditioned on (i) the closing of an underwritten distribution of HESM the shares of Class A Shares Common Stock that may be issued in connection with such proposed Redemption or (ii) the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of HESM Class A Shares for which the Redeemed Units are redeemable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the HESM Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or propertyRedemption. Unless the Redeemed Partner has timely has delivered a Retraction Notice as provided in Section 16.1(b11.01(b) or has revoked or delayed a Redemption as provided in Section 16.1(c11.01(c) or the Public Company Corporation has elected to effect a Direct Exchange as provided in Section 16.311.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) ), (Ai) the Redeemed Partner shall transfer and surrender, or cause to be transferred and surrendered, as applicable, surrender the Redeemed Units to the Partnership and a corresponding number of HESM the Required Class B Shares to the Public CompanyCorporation, in each case free and clear of all liens and encumbrances, (Bii) the Partnership shall (1x) cancel the Redeemed Units, (2y) transfer to the Redeemed Partner the Share Settlementconsideration to which the Redeemed Partner is entitled under Section 11.01(b), and (3z) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Class B Common Units equal to the difference (if any) between the number of Class B Common Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (Ai) of this Section 16.1(a11.01(a) and the Redeemed Units and (Ciii) the Public Company Corporation shall cancel such HESM shares of Required Class B Shares.

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Public CompanyCorporation) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Class B Common Units (the “Redemption Right”) at any timetime on or after the date that is 180 days after the date of this Agreement. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Public Company Corporation (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Class B Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. The Redemption shall be completed on the date that is ten three (3) Business Days following delivery of the applicable Redemption Notice, unless the Partnership elects to make the redemption payment by means of a Cash Settlement, in which case the Redemption shall be completed as promptly as practicable following delivery of the applicable Redemption Notice, but in any event, no more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the General Partner in its sole discretion agrees in writing to waive such time periodperiods) (the date of such completion, the “Redemption Date”); provided, however, provided that the Partnership, the Public Company Corporation and the Redeemed Partner may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on (i) the closing of an underwritten distribution of HESM the shares of Class A Shares Common Stock that may be issued in connection with such proposed Redemption or (ii) the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of HESM Class A Shares for which the Redeemed Units are redeemable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the HESM Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or propertyRedemption. Unless the Redeemed Partner has timely has delivered a Retraction Notice as provided in Section 16.1(b11.01(b) or has revoked or delayed a Redemption as provided in Section 16.1(c11.01(c) or the Public Company Corporation has elected to effect a Direct Exchange as provided in Section 16.311.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (Ai) the Redeemed Partner shall transfer and surrender, or cause to be transferred and surrendered, as applicable, surrender the Redeemed Units to the Partnership and a corresponding number of HESM shares of Class B Shares C Common Stock to the Public CompanyCorporation, in each case free and clear of all liens and encumbrances, (Bii) the Partnership shall (1x) cancel the Redeemed Units, (2y) transfer to the Redeemed Partner the Share Settlementconsideration to which the Redeemed Partner is entitled under Section 11.01(b), and (3z) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Class B Common Units equal to the difference (if any) between the number of Class B Common Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (Ai) of this Section 16.1(a11.01(a) and the Redeemed Units and (Ciii) the Public Company Corporation shall cancel such HESM shares of Class B SharesC Common Stock.