(b) A reference to New Parent Opco shall be included in
the first sentence of Section 3.1(c) of the Merger Agreement following the reference to Parent.
(c) The second sentence of Section 6.1 of the Merger Agreement shall be amended and restated in its entirety as
follows:
Section 6.1(a) of the Parent Disclosure Letter sets forth a true and complete list of Parents Subsidiaries
(excluding New Parent Opco and New Parent Opco Holdings, each of which are direct or indirect wholly owned Subsidiaries of Parent);
(d) The last two sentences of Section 6.1 of the Merger Agreement shall be amended and restated in their entirety
as follows:
Parent has made available to the Partnership true and complete copies of the governing documents of Parent, Parent
Opco, and, as of April 1, 2020, New Parent Opco and New Parent Opco Holdings, in each case as amended to the date of this Agreement or, with respect to New Parent Opco and New Parent Opco Holdings, April 1, 2020. All such governing
documents of Parent, Parent Opco, and, as of and after April 1, 2020, New Parent Opco and New Parent Opco Holdings are in full force and effect, and Parent, Parent Opco and, as of and after April 1, 2020, New Parent Opco and New Parent
Opco Holdings, as applicable, is not in material violation of the terms thereof.
(e) The parenthetical
statement in clause (ii) of Section 6.6 of the Merger Agreement shall be amended and restated to state (including the Parent Charter, the limited partnership agreement of New Parent Opco, the limited liability company agreement of
New Parent Opco Holdings and the limited liability company agreement of Parent Opco).
(f) The parenthetical
statement in the first sentence of Section 7.18(g) of the Merger Agreement shall be amended and restated to state (including New Parent Opco and Parent Opco).
(g) A reference to New Parent Opco shall be included following each reference to Parent in the
introductory paragraph of Section 4.2 of the Merger Agreement (other than clause (iii) therein) and Sections 4.2(a), 4.2(e) and 4.2(g) of the Merger Agreement.
Section 2.5 Changes to Proration Procedures if Cash Election is Oversubscribed.
(a) Section 3.1(c)(i)(A) of the Merger Agreement shall be amended and restated in its entirety as follows:
(A) Cash Election Consideration. For each Partnership Unit for which a Cash Election has been validly made and not revoked, but
subject to the terms of Section 3.3 (collectively, the Cash Election Units), the right to receive $125.00 in cash; provided, however, that, if the Available Equity Amount exceeds the
Aggregate Equity Election Amount, then, instead of being converted into the right to receive $125.00 in cash, then each Cash Election Unit shall be converted into