EX-10.1





 Exhibit 10.1 

Execution Version 

EQUITY RESTRUCTURING AGREEMENT 

by and between 
 DCP
Midstream GP, LP, 
 and 

DCP Midstream, LP 

dated as of 

November 6, 2019 
  












 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	 ARTICLE I
	  	CERTAIN DEFINITIONS	  	 	3	 
			
	 1.1.
	  	Certain Defined Terms	  	 	3	 
	 1.2.
	  	Other Definitional Provisions	  	 	6	 
	 1.3.
	  	Headings	  	 	6	 
	 1.4.
	  	Other Terms	  	 	6	 
			
	 ARTICLE II
	  	TRANSACTION; CLOSING	  	 	7	 
			
	 2.1.
	  	Time of Closing	  	 	7	 
	 2.2.
	  	Restructuring of the Incentive Distribution Rights and General Partner Interest	  	 	7	 
	 2.3.
	  	Evidencing Conversion	  	 	7	 
	 2.4.
	  	Consent, Approval and Agreement of General Partner	  	 	7	 
			
	 ARTICLE III
	  	REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER	  	 	7	 
			
	 3.1.
	  	Organization, Good Standing and Authorization	  	 	7	 
	 3.2.
	  	Enforceability	  	 	8	 
	 3.3.
	  	No Conflicts	  	 	8	 
	 3.4.
	  	Consents, Approvals, Authorizations and Governmental Regulations	  	 	8	 
	 3.5.
	  	Title to General Partner Interest and Incentive Distribution Rights	  	 	8	 
	 3.6.
	  	Litigation	  	 	8	 
	 3.7.
	  	Broker’s or Finder’s Fees	  	 	9	 
	 3.8.
	  	Disclaimers and Acknowledgements	  	 	9	 
	 3.9.
	  	Investment Intent	  	 	9	 
	 3.10.
	  	Management Projections	  	 	9	 
	 3.11.
	  	No Other Representations or Warranties	  	 	9	 
			
	 ARTICLE IV
	  	REPRESENTATIONS AND WARRANTIES OF MLP	  	 	10	 
			
	 4.1.
	  	Organization, Good Standing and Authorization	  	 	10	 
	 4.2.
	  	Enforceability	  	 	10	 
	 4.3.
	  	Validly Issued Restructuring Common Units	  	 	10	 
	 4.4.
	  	No Conflicts	  	 	10	 
	 4.5.
	  	Consents, Approvals, Authorizations and Governmental Regulations	  	 	10	 
	 4.6.
	  	Litigation	  	 	11	 
	 4.7.
	  	Disclaimers and Acknowledgements	  	 	11	 
	 4.8.
	  	Broker’s or Finder’s Fees	  	 	11	 
	 4.9.
	  	No Other Representations or Warranties	  	 	11	 
			
	 ARTICLE V
	  	AGREED TAX TREATMENT	  	 	11	 
			
	 5.1.
	  	Agreed Tax Treatment	  	 	11	 
	 5.2.
	  	Tax Representations and Covenants	  	 	12	 


  
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	 ARTICLE VI
	  	MISCELLANEOUS PROVISIONS	  	 	12	 
			
	 6.1.
	  	Expenses	  	 	12	 
	 6.2.
	  	Further Assurances	  	 	12	 
	 6.3.
	  	Assignment	  	 	13	 
	 6.4.
	  	Entire Agreement, Amendments and Waiver	  	 	13	 
	 6.5.
	  	Severability	  	 	13	 
	 6.6.
	  	Counterparts	  	 	13	 
	 6.7.
	  	Governing Law, Dispute Resolution	  	 	13	 
	 6.8.
	  	Notices and Addresses	  	 	15	 
	 6.9.
	  	Press Releases	  	 	16	 
	 6.10.
	  	Third Party Beneficiaries	  	 	16	 
	 6.11.
	  	Negotiated Transaction	  	 	16	 
	 6.12.
	  	Action by MLP	  	 	16	 


  
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 EXHIBITS 
  

			
	 Exhibits
	  	 
		
	Exhibit A	  	Form of Fifth Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP


  
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 EQUITY RESTRUCTURING AGREEMENT 

This Equity Restructuring Agreement (this “Agreement”) is dated as of November 6, 2019 and is by and between DCP
Midstream GP, LP, a Delaware limited partnership (the “General Partner”) (acting in its individual capacity and not in its capacity as the general partner of MLP (as defined below)), and DCP Midstream, LP, a Delaware limited
partnership (“MLP”). The General Partner and MLP are sometimes referred to herein collectively as the “Parties” and individually as a “Party”. 

RECITALS 
 A. DCP
Midstream, LLC, a Delaware limited liability company (“HoldCo”), delivered a certain non-binding offer letter dated August 26, 2019 to MLP with respect to a proposed equity restructuring
of some of HoldCo’s indirect ownership interests in MLP. 
 B. HoldCo is the sole member of DCP Midstream GP, LLC, a Delaware limited
liability company (“DCP GP LLC”), and DCP GP LLC is the general partner of the General Partner. 
 C. The General Partner
is the general partner of MLP and owns the General Partner Interest (as defined below), which is evidenced by 2,924,536 General Partner Units (as defined below), and all of the Incentive Distribution Rights (as defined below), which entitle the
General Partner to certain distributions and other rights pursuant to the Fourth Amended and Restated Agreement of Limited Partnership of MLP, dated as of October 4, 2018 (the “Existing MLP Partnership Agreement”). 

D. On the terms and subject to the conditions hereof, (1) the General Partner Interest will be converted into a non-economic general partner interest in MLP and (2) the General Partner Units and the Incentive Distribution Rights will be cancelled and will be converted into 65,000,000 newly-issued Common Units (as defined
below) (the “Restructuring Common Units”) issued by MLP to the General Partner (in its individual capacity and not in its capacity as the general partner of MLP) (the “Consideration”). 

E. The Special Committee (as defined below) has (1) received an opinion dated November 4, 2019 from Evercore Group L.L.C., the
financial advisor to the Special Committee, that, as of the date of such opinion and subject to the assumptions and factors set forth therein, the Consideration to be paid by MLP pursuant to this Agreement is fair, from a financial point of view, to
MLP and the holders of Common Units other than Phillips 66, Enbridge Inc., the General Partner, DCP GP LLC and their respective Affiliates (as defined below) (the “Public Common Unitholders”), (2) by unanimous vote, in good
faith, determined that this Agreement, the Revised MLP Partnership Agreement and the transactions contemplated hereby and thereby are in the best interests of MLP and the Public Common Unitholders, (3) by unanimous vote, in good faith, approved
this Agreement, the Revised MLP Partnership Agreement and the transactions contemplated hereby and thereby and such approval constituted “Special Approval” for all purposes under the Existing MLP Partnership Agreement and
(4) recommended that the Board of Directors (as defined below) approve this Agreement, the Revised MLP Partnership Agreement and the transactions contemplated hereby and thereby. 

  
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 F. The board of directors of HoldCo has determined that this Agreement and the transactions
contemplated hereby are in the best interests of its members and the General Partner, acting in its individual capacity (including as the sole holder of all of the General Partner Units and the Incentive Distribution Rights) and not in its capacity
as the general partner of MLP, and, on behalf of the General Partner in such capacity, has authorized and approved this Agreement, the Revised MLP Partnership Agreement and the transactions contemplated hereby and thereby, such approval constituting
“Extraordinary Approval” for all purposes under the Amended and Restated Limited Liability Company Agreement of DCP GP LLC, dated as of December 7, 2005, as amended. 

G. Following the receipt of the Special Committee’s recommendation referenced above, the Board of Directors has determined that this
Agreement, the Revised MLP Partnership Agreement and the transactions contemplated hereby and thereby are in the best interests of MLP and the Public Common Unitholders and has authorized and approved this Agreement, the Revised MLP Partnership
Agreement and the transactions contemplated hereby and thereby. 
 H. The General Partner, without the approval of any Limited Partner (as
defined below), may amend any provision of the Existing MLP Partnership Agreement (1) pursuant to Section 13.1(d)(i) of the Existing MLP Partnership Agreement to reflect a change that the General Partner determines does not adversely
affect the Limited Partners (including any particular class of Partnership Interests (as defined below) as compared to other classes of Partnership Interests) in any material respect, (2) pursuant to Section 13.1(d)(iv) of the Existing MLP
Partnership Agreement to reflect a change that the General Partner determines is required to effect the intent expressed in the Registration Statement (as defined below) and/or (3) pursuant to 13.1(g) of the Existing MLP Partnership Agreement
to reflect an amendment that the General Partner determines to be necessary or appropriate in connection with the authorization of issuance of any class or series of Partnership Securities (as defined below) pursuant to Section 5.6 of the
Existing MLP Partnership Agreement. 
 I. The General Partner has determined that the changes to the Existing MLP Partnership Agreement to
be effected by the adoption of the Revised MLP Partnership Agreement (as defined below) (1) do not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership
Interests) in any material respect, (2) are required to effect the intent expressed in the Registration Statement and/or (3) are necessary or appropriate in connection with the authorization of issuance of any class or series of
Partnership Securities pursuant to Section 5.6 of the Existing MLP Partnership Agreement. 
 J. In accordance with Sections 13.3(b) and
13.3(c) of the Existing MLP Partnership Agreement, the General Partner, in its individual capacity as the sole holder of the General Partner Interest and the Incentive Distribution Rights, has consented to and approved the amendment and restatement
of the Existing MLP Partnership Agreement in substantially the form attached as Exhibit A hereto. 
 K. In accordance with Sections
5.14(b)(iii)(B), 5.15(b)(iii)(B) and 5.16(b)(iii)(C) of the Existing MLP Partnership Agreement, the changes to the Existing MLP Partnership Agreement to be effected by the adoption of the Revised MLP Partnership Agreement do not have a material
adverse effect on the powers, preferences, duties or special rights of the Series A Preferred Units, the Series B Preferred Units or the Series C Preferred Units. 

  
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 FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows: 
 ARTICLE I 

CERTAIN DEFINITIONS 
 1.1.
Certain Defined Terms. Capitalized terms used herein and not defined elsewhere in this Agreement shall have the meanings given such terms as is set forth below. 

“Affiliate” shall mean, when used with respect to a specified Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the specified Person as of the time or for the time periods during which such determination is made. For purposes of this definition “control”, when used with respect to any
specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have the meanings correlative to the foregoing. Notwithstanding the foregoing, the term “Affiliate” when applied to (a) MLP shall not include HoldCo, Enbridge Inc., a Canadian corporation, or Phillips 66, a
Delaware corporation, or any entities owned, directly or indirectly, by HoldCo, Enbridge Inc. or Phillips 66, other than entities owned, directly or indirectly, by MLP and (b) the General Partner shall not include MLP or any entities owned,
directly or indirectly, by MLP. 
 “Agreed Tax Treatment” shall have the meaning given such term in
Section 5.1. 
 “Agreement” shall have the meaning given such term in the introductory paragraph.

 “Board of Directors” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

“Business Day” shall mean any day, other than Saturday and Sunday, on which federally-insured commercial banks in Houston,
Texas are generally open for business and capable of sending and receiving wire transfers. 
 “Capital Account” shall have
the meaning given such term in the Existing MLP Partnership Agreement. 
 “Carrying Values” shall have the meaning given
such term in the Existing MLP Partnership Agreement. 
 “Claim” shall mean any written demand, claim or notice by a Third
Person of noncompliance or violation or Proceeding. 
 “Closing” shall have the meaning given such term in
Section 2.1. 
 “Code” shall mean the U.S. Internal Revenue Code of 1986. 

  
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 “Common Units” shall have the meaning given such term in the Existing MLP
Partnership Agreement. 
 “DCP GP LLC” shall have the meaning given such term in the recitals. 

“Dispute” shall mean any dispute, claim, counterclaim, demand, cause of action, controversy or other matter in question
arising out of or relating to this Agreement, or the alleged breach hereof, or in any way relating to the subject matter of this Agreement or the relationship between the Parties created by this Agreement, regardless of whether (a) allegedly
extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by applicable Law or otherwise, or (d) seeking damages or any other relief, whether at law, in equity or otherwise. 

“Exhibits” shall mean the exhibits attached to and made a part of this Agreement. 

“Existing MLP Partnership Agreement” shall have the meaning given such term in the recitals. 

“Financial Projections” shall mean the financial projections prepared by the General Partner’s management and delivered
by the General Partner on September 5, 2019 for use of the Special Committee in the form of a Microsoft Excel file named “DCP Model_9-5-19.xlsx”, as
supplemented by the Preliminary 2020 Budget Summary dated September 2019 prepared by the General Partner’s management and reviewed with the Board of Directors on October 9, 2019 and subsequently delivered on October 20, 2019 for use
of the Special Committee. 
 “General Partner” shall have the meaning given such term in the introductory paragraph. 

“General Partner Interest” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

“General Partner Units” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

“Governmental Authority” shall mean (a) the United States or any state or political subdivision thereof within the
United States and (b) any court or any governmental or administrative department, commission, board, bureau or agency of the United States or of any state or political subdivision thereof within the United States. 

“HoldCo” shall have the meaning given such term in the recitals. 

“Incentive Distribution Rights” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

“Knowledge of the General Partner” shall mean the actual knowledge of the following individuals after reasonable inquiry:
Wouter T. van Kempen, Sean P. O’Brien, Donald A. Baldridge and Brian S. Frederick. 

  
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 “Law” shall mean any applicable statute, law (including common law),
regulation, rule, ruling, ordinance, order, restriction, requirement, writ, judgment, injunction, decree or other official act of or by any Governmental Authority. 

“Lien” shall mean any lien, mortgage, easement, pledge, claim, charge, security interest or other encumbrance, option or
defect on title. 
 “Limited Partner” shall have the meaning given such term in the Existing MLP Partnership Agreement.

 “MLP” shall have the meaning given such term in the introductory paragraph. 

“Partnership Interests” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

“Partnership Securities” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

“Party” or “Parties” shall have the meaning given such term in the introductory paragraph. 

“Person” shall mean any natural person, corporation, company, partnership (general or limited), limited liability company,
trust, joint venture, joint stock company, unincorporated organization, Governmental Authority, or other entity or association. 

“Proceeding” shall mean any action, suit, claim, investigation, review or other judicial or administrative proceeding, at Law
or in equity, before or by any Governmental Authority or arbitration or other dispute resolution proceeding. 
 “Public Common
Unitholders” shall have the meaning given such term in the recitals. 
 “Registration Statement” shall have the
meaning given such term in the Existing MLP Partnership Agreement. 
 “Restructuring Common Units” shall have the meaning
given such term in the recitals. 
 “Revised MLP Partnership Agreement” shall have the meaning given such term in
Section 2.2. 
 “Securities Act” shall mean the Securities Act of 1933. 

“Series A Preferred Unit” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

“Series B Preferred Unit” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

“Series C Preferred Unit” shall have the meaning given such term in the Existing MLP Partnership Agreement. 

  
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 “Special Approval” shall have the meaning given such term in the Existing
MLP Partnership Agreement. 
 “Special Committee” shall mean the Special Committee of the Board of Directors that is a
“Special Committee” within the meaning given such term in the Existing MLP Partnership Agreement. 
 “Tax” shall
mean any federal, state, local or foreign income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or other tax, assessment, duty, fee, levy or other governmental
charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or any contest or dispute thereof. 

“Third Person” shall mean any Person other than a Party or its Affiliates. 

“Transaction Documents” shall mean this Agreement, the Revised MLP Partnership Agreement and any certificate, notice, filing
or similar document related to any of the foregoing to be delivered at the Closing. 
 “Transfer Agent” shall have the
meaning given such term in the Existing MLP Partnership Agreement. 
 “Transfer Taxes” shall have the meaning given such
term in Section 5.2(c). 
 “Treasury Regulations” shall mean the regulations promulgated under
the Code. 
 1.2. Other Definitional Provisions. As used in this Agreement, unless expressly stated otherwise or the context requires
otherwise, (a) all references to an “Article,” “Section,” or “subsection” shall be to an Article, Section, or subsection of this Agreement; (b) the words “this Agreement,” “hereof,”
“hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof; (c) the words used
herein shall include the masculine, feminine and neuter gender, and the singular and the plural; (d) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be
followed by the words “without limitation”; (e) the word “or” shall not be exclusive, unless the context in which such word appears dictates otherwise; (f) the word “day” or “days” means a calendar
day or days, unless otherwise denoted as a Business Day; (g) any reference to a Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder; (h) references herein to the
“United States” mean the United States of America and its territories and possessions; and (i) all references to currency herein shall be to the lawful currency of the United States, unless otherwise specified. 

1.3. Headings. The headings of the Articles and Sections of this Agreement and of the Exhibits are included for convenience of
reference only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation hereof or thereof. 

1.4. Other Terms. Other capitalized terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated
throughout this Agreement. 

  
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 ARTICLE II 

TRANSACTION; CLOSING 
 2.1.
Time of Closing. On the terms and subject to the conditions set forth herein, on the date hereof concurrently with the execution and delivery of this Agreement, the Parties will consummate the transactions contemplated by this Agreement (the
“Closing”) by taking the actions set forth in Sections 2.2 and 2.3. 
 2.2.
Restructuring of the Incentive Distribution Rights and General Partner Interest. Concurrently with and contingent upon the Closing, the General Partner shall cause the Existing MLP Partnership Agreement to be amended and restated in its
entirety (acting pursuant to its authority in Sections 13.1(d) and 13.1(g) of the Existing MLP Partnership Agreement) in substantially the form set forth in Exhibit A attached hereto (as so amended and restated, the
“Revised MLP Partnership Agreement”). Immediately upon execution and delivery by the General Partner of the Revised MLP Partnership Agreement at the Closing, (a) the General Partner Interest shall automatically be converted
into a non-economic general partner interest in MLP, (b) the General Partner Units and the Incentive Distribution Rights shall be automatically cancelled and converted into the Restructuring Common Units,
(c) the General Partner shall continue as the general partner of MLP and (d) MLP shall continue without dissolution, in each case without any further action by any Party. 

2.3. Evidencing Conversion. Immediately upon execution and delivery by the General Partner of the Revised MLP Partnership Agreement at
the Closing, MLP shall direct the Transfer Agent for its Common Units to reflect on its records the issuance of the Restructuring Common Units to the General Partner in order to reflect the conversion pursuant to
Section 2.2(b). 
 2.4. Consent, Approval and Agreement of General Partner. In accordance with Sections
13.3(b) and 13.3(c) of the Existing MLP Partnership Agreement, in its individual capacity as the sole holder of the General Partner Interest and the Incentive Distribution Rights, the General Partner hereby consents to and approves the amendment and
restatement of the Existing MLP Partnership Agreement in substantially the form attached hereto as Exhibit A. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER 

The General Partner represents and warrants to MLP as follows: 

3.1. Organization, Good Standing and Authorization. The General Partner is a limited partnership duly formed, validly existing
and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and each other Transaction Document to which the General Partner is or will be a party and the consummation by the General Partner of the
transactions contemplated hereby and thereby have been (or will be, prior to the execution and delivery thereof) duly and validly authorized by all necessary limited partnership action by the General Partner. This Agreement and each other
Transaction Document to which the General Partner is or will be a party has been or will be duly executed and delivered by the General Partner. The General Partner has all requisite partnership power and authority to enter into this Agreement and
each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby. 

  
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 3.2. Enforceability. This Agreement constitutes, and upon execution of and delivery
by the General Partner of the other Transaction Documents to which the General Partner is or will be a party, such Transaction Documents will constitute, valid and binding obligations of the General Partner, enforceable against the General Partner
in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and general principles of equity. 

3.3. No Conflicts. The execution, delivery and performance by the General Partner of this Agreement and each other Transaction Document
to which it is or will be a party and the consummation of the transactions contemplated hereby or thereby will not: 
 (a) conflict with,
constitute a breach, violation or termination of, give rise to any Lien, right of termination, cancellation or acceleration of or result in the loss of any right or benefit under, any agreement to which the General Partner is or will be a party,
including the Existing MLP Partnership Agreement; 
 (b) conflict with or violate the limited partnership agreement of the General Partner;
or 
 (c) violate any Law applicable to the General Partner; 

except, in each case, as would not, individually or in the aggregate, prevent or materially delay or impair the ability of the General Partner to consummate
the transactions contemplated by this Agreement. 
 3.4. Consents, Approvals, Authorizations and Governmental Regulations. No
material order, consent, waiver, permission, authorization or approval of, or exemption by, or the giving of notice to or the registration or filing with, any Third Person, is necessary for the General Partner to execute, deliver and perform this
Agreement or for the General Partner to execute, deliver and perform each other Transaction Document to which it is or will be a party. 

3.5. Title to General Partner Interest and Incentive Distribution Rights. The General Partner has good and valid title to the General
Partner Interest, the General Partner Units and the Incentive Distribution Rights and, except as provided or created by the Existing MLP Partnership Agreement, the Securities Act or other applicable securities Laws, the General Partner Interest, the
General Partner Units and the Incentive Distribution Rights are free and clear of any (a) restrictions on transfer, Liens, Claims, or Proceedings or (b) encumbrances, options, warrants, purchase rights, preemptive rights, contracts,
commitments, equities or demands, to the extent any of the foregoing contain or create any right to acquire all or any right in or to the General Partner Interest, the General Partner Units or the Incentive Distribution Rights. 

3.6. Litigation. There is no injunction, restraining order or Proceeding pending against the General Partner that restrains or
prohibits the consummation of the transactions contemplated by this Agreement. 

  
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 3.7. Broker’s or Finder’s Fees. No investment
banker, broker, finder or other Person is entitled to any brokerage or finder’s fee or similar commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of the General Partner or any of
its Affiliates which is, or following the Closing would be, an obligation of MLP or any of its subsidiaries (other than the fees and expenses of Evercore Group L.L.C., the financial advisor to the Special Committee). 

3.8. Disclaimers and Acknowledgements. THE GENERAL PARTNER ACKNOWLEDGES THAT MLP HAS NOT MADE, AND MLP HEREBY EXPRESSLY DISCLAIMS AND
NEGATES, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO MLP OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN THE REPRESENTATIONS AND WARRANTIES IN ARTICLE IV AND SECTION 5.2(a) OF THIS
AGREEMENT. 
 3.9. Investment Intent. The General Partner is acquiring the Restructuring Common Units for its own account, and not
with a view to, or for sale in connection with, the distribution thereof in violation of state or federal Law. The General Partner acknowledges that the Restructuring Common Units have not been registered under the Securities Act or the securities
Laws of any state and that the General Partner has no obligation or right to register the Restructuring Common Units except as set forth in the Revised MLP Partnership Agreement. Without such registration, the Restructuring Common Units may not be
sold, pledged, hypothecated or otherwise transferred unless it is determined that such registration is not required. The General Partner, either itself or through DCP GP LLC or DCP GP LLC’s managers, officers, employees or agents, has
sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment such as an investment in the Restructuring Common Units, and the General Partner, either through itself or DCP GP
LLC or DCP GP LLC’s managers, officers, employees or agents, has evaluated the merits and risks of the investment in the Restructuring Common Units. 

3.10. Management Projections. The Financial Projections, which were provided to the Special Committee as part of the review in
connection with this Agreement and the other Transaction Documents, were prepared and delivered in good faith and were materially consistent with the General Partner’s management’s expectations regarding the business of MLP and its
subsidiaries at the time they were prepared, and to the Knowledge of the General Partner, no event or circumstance has occurred since the time the Financial Projections were prepared that would materially change the Financial Projections in a manner
adverse to MLP which has not been disclosed to the Special Committee. 
 3.11. No Other Representations or Warranties. Except for the
representations and warranties contained in this Article III and Section 5.2(a), the General Partner makes no other express or implied representation or warranty with respect to MLP, the General Partner Interest, the
General Partner Units, the Incentive Distribution Rights or the transactions contemplated by this Agreement and the other Transaction Documents, and disclaims any other representations or warranties. 

  
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 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES OF MLP 

MLP hereby represents and warrants to the General Partner as follows: 

4.1. Organization, Good Standing and Authorization. MLP is a limited partnership duly formed, validly existing and in good standing
under the Laws of the State of Delaware. The execution and delivery of this Agreement and each other Transaction Document to which MLP is or will be a party and the consummation by MLP of the transactions contemplated hereby and thereby have been
(or will be, prior to the execution and delivery thereof) duly and validly authorized by all necessary partnership action by MLP. This Agreement and each other Transaction Document to which MLP is or will be a party has been or will be duly executed
and delivered by MLP. MLP has all requisite partnership power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the
transactions contemplated hereby and thereby. 
 4.2. Enforceability. This Agreement constitutes, and upon execution and delivery of
the other Transaction Documents to which MLP is or will be a party, such Transaction Documents will constitute, valid and binding obligations of MLP, enforceable against MLP in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and general principles of equity. 

4.3. Validly Issued Restructuring Common Units. The Restructuring Common Units issued pursuant to Article II have been duly authorized
for issuance and sale to the General Partner and are validly issued and fully paid (to the extent required under the Revised MLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in
Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). 

4.4. No Conflicts. The execution, delivery and performance by MLP of this Agreement and the other Transaction Documents to which MLP is
or will be a party and the consummation of the transactions contemplated hereby or thereby will not: 
 (a) conflict with, constitute a
breach, violation or termination of, give rise to any Lien, right of termination, cancellation or acceleration of or result in the loss of any right or benefit under, any agreement to which MLP is or will be a party; 

(b) conflict with or violate the Existing MLP Partnership Agreement, or result in the creation of a Lien on the Restructuring Common Units; or

 (c) violate any Law applicable to MLP; 

except, in each case, as would not, individually or in the aggregate, prevent or materially delay or impair the ability of MLP to consummate the transactions
contemplated by this Agreement. 
 4.5. Consents, Approvals, Authorizations and Governmental Regulations. No material order, consent,
waiver, permission, authorization or approval of, or exemption by, or the giving of notice to or the registration or filing with, any Third Person, is necessary for MLP to execute, deliver and perform this Agreement or the other Transaction
Documents to which it is or will be a party. 

  
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 4.6. Litigation. There is no injunction, restraining order or Proceeding pending
against MLP that restrains or prohibits the consummation of the transactions contemplated by this Agreement. 
 4.7. Disclaimers and
Acknowledgements. 
 (a) MLP ACKNOWLEDGES THAT THE GENERAL PARTNER HAS NOT MADE, AND THE GENERAL PARTNER HEREBY EXPRESSLY DISCLAIMS
AND NEGATES, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO MLP, THE GENERAL PARTNER UNITS, THE INCENTIVE DISTRIBUTION RIGHTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN THE REPRESENTATIONS AND WARRANTIES IN
ARTICLE III AND SECTION 5.2(a) OF THIS AGREEMENT. 
 (b) With respect to any projection or forecast delivered by
or on behalf of the General Partner or its Affiliates to the Special Committee, including the Financial Projections, MLP acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, including
uncertainties inherent in making commodity price assumptions, and (ii) MLP is familiar with such uncertainties. 
 4.8.
Broker’s or Finder’s Fees. No investment banker, broker, finder or other Person is entitled to any brokerage or finder’s fee or similar commission in respect thereof based in any way on agreements,
arrangements or understandings made by or on behalf of MLP or any of its Affiliates which is, or following the Closing would be, an obligation of the General Partner or any of its Affiliates. 

4.9. No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV and
Section 5.2(a), MLP makes no other express or implied representation or warranty with respect to MLP or the transactions contemplated by this Agreement and the other Transaction Documents, and disclaims any other representations or warranties.

 ARTICLE V 
 AGREED
TAX TREATMENT 
 5.1. Agreed Tax Treatment. The Parties agree that the transactions contemplated by this Agreement will be
reported for U.S. federal income tax purposes as set forth in this Section 5.1 (the “Agreed Tax Treatment”). Each Party shall, and shall cause its controlled Affiliates to, file all tax returns and other
reports consistent with the Agreed Tax Treatment, unless required by Law to do otherwise. 
 (a) The transactions contemplated by this
Agreement shall be treated as either (a) a transaction described in Section 721 of the Code in a manner consistent with Revenue Ruling 84-52, 1984-1 C.B.
157 or (b) a readjustment of partnership items among existing partners 

  
 -11- 













 
of a partnership not involving a sale or exchange. As a result, (i) no taxable gain or loss will be recognized by MLP or the General Partner and, (ii) in the case of the existing Public
Common Unitholders owning Common Units, taxable gain will be reported only to the extent such Public Common Unitholder’s share of MLP’s liabilities under Section 752 of the Code is decreased by an amount that is greater than such
Public Common Unitholder’s adjusted tax basis in its Common Units. 
 (b) The transactions contemplated by this Agreement should result
in an adjustment to the Capital Accounts of MLP’s partners and the Carrying Values of MLP’s properties in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). 

5.2. Tax Representations and Covenants. 

(a) Each Party represents that it is not aware of any fact that is in existence on the date hereof, nor has it taken or agreed to take any
action, that would reasonably be expected to prevent or impede the transactions contemplated by this Agreement from qualifying for the Agreed Tax Treatment. 

(b) Each Party agrees to use its reasonable best efforts to cause the transactions contemplated by this Agreement to qualify for the Agreed
Tax Treatment, including by not taking or failing to take any action which action or failure to act such Party knows is reasonably likely to prevent such qualification. 

(c) The Parties anticipate that the transactions contemplated by this Agreement are exempt from or are otherwise not subject to any sales,
use, transfer or similar Taxes (“Transfer Taxes”). If any Transfer Taxes are due or should hereafter become due (including penalties and interest thereon) by reason of any such transactions, such Transfer Taxes shall be borne one-half by MLP and one-half by the General Partner, except that any interest, additions and penalties that arise as a result of a Person’s failure to timely and properly
pay its portion of such Transfer Taxes shall be borne exclusively by such Person. The Parties will, and will cause their Affiliates to, cooperate in the preparation and filing of any Tax returns and other documentation with respect to Transfer
Taxes. 
 ARTICLE VI 

MISCELLANEOUS PROVISIONS 

6.1. Expenses. Unless otherwise specifically provided for herein, each Party will bear its own costs and expenses (including legal fees
and expenses) incurred in connection with the negotiation of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby; provided, however, that MLP shall be responsible for the fees and
expenses of Hunton Andrews Kurth LLP, Richards, Layton & Finger, P.A. and Evercore Group L.L.C., to the extent incurred by the Special Committee, MLP or the General Partner (on behalf of the Special Committee or MLP) in connection with the
negotiation of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. 
 6.2. Further
Assurances. From time to time, and without further consideration, each Party will execute and deliver to the other Party such documents and take such actions as the other Party may reasonably request in order to more effectively implement and
carry into effect the transactions contemplated by this Agreement, including any action that may be required for the Restructuring Common Units to be approved for listing on the New York Stock Exchange. 

  
 -12- 













 6.3. Assignment. No Party may assign this Agreement or any of its rights or
obligations arising hereunder without the prior written consent of the other Parties. 
 6.4. Entire Agreement, Amendments and
Waiver. This Agreement, together with the other Transaction Documents and all certificates, documents, instruments and writings that are delivered pursuant hereto and thereto, contain the entire understanding of the Parties with respect to the
transactions contemplated hereby and supersede all prior agreements, arrangements and understandings relating to the subject matter hereof. This Agreement may be amended, superseded or terminated only by a written instrument duly executed by the
Parties specifically stating that it amends, supersedes or terminates this Agreement. Any of the terms of this Agreement and any condition to a Party’s obligations hereunder may be waived only in writing by such Party specifically stating that
it waives such term or condition hereof. No waiver by a Party of any one or more conditions or defaults by the other Party in the performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future
condition or default, whether of a like or different character, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in such waiver. 

6.5. Severability. Each term and provision of this Agreement is intended to be severable. If any term or provision hereof is found to
be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remainder of this Agreement. If any provision hereof, or the application
hereof to any Person or any circumstance, is found to be illegal, invalid or unenforceable, then (a) a suitable and equitable provisions shall be substituted therefor in order to carry out, so far as may be legal, valid and enforceable, the
intent and purpose of such illegal, invalid or unenforceable provision, and (b) the remainder hereof and the application of such provision to other Persons or circumstances shall not be affected by such illegality, invalidity or
unenforceability, nor shall such illegality, invalidity or unenforceability affect the legality, validity or enforceability of such provision or the application thereof in any other jurisdiction. 

6.6. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one and the same instrument. A signed copy of this Agreement and any other Transaction Document delivered by facsimile, e-mail or other means of electronic transmission
shall have the same legal effect as delivery of an original signed copy of this Agreement or such other Transaction Document. 
 6.7.
Governing Law, Dispute Resolution. 
 (a) Governing Law. This Agreement shall be governed by, enforced in accordance with, and
interpreted under, the Laws of the State of Delaware, without regard to any conflict of laws rules or principles thereof that would direct the application of the Law of another jurisdiction. 

  
 -13- 













 (b) Negotiation. In the event of any Dispute, the Parties shall promptly seek to
resolve any such Dispute by negotiations between senior executives of the Parties who have authority to settle the Dispute. When a Party believes there is a Dispute under this Agreement, then such Party will give the other Parties written notice of
the Dispute. Within thirty (30) days after receipt of such notice, the receiving Parties shall submit to the notifying Party a written response to such notice. Both the notice and the response to such notice shall include (i) a statement
of each Party’s position and a summary of the evidence and arguments supporting such position, and (ii) the name, title, fax number and telephone number of the executive or executives who will represent the Party giving such notice or
responding thereto. If the Dispute involves a claim arising out of the actions of any Person not a signatory to this Agreement, the receiving Party shall have such additional time as necessary, not to exceed an additional thirty (30) days, to
investigate the Dispute before submitting a written response to such notice. The executives shall meet at a mutually acceptable time and place within fifteen (15) days after the date of the response and thereafter as often as they reasonably
deem necessary to exchange relevant information and to attempt to resolve the Dispute. If one of the executives intends to be accompanied at a meeting by an attorney, the other executive shall be given at least five (5) Business Days’
notice of such intention and may also be accompanied by an attorney. 
 (c) Failure to Resolve. If a Dispute has not been resolved
within sixty (60) days after the date of the response required to be given pursuant to Section 6.7(b), or such additional time, if any, that the Parties mutually agree to in writing, or if the Party receiving such
notice of a Dispute denies the applicability of the provisions of Section 6.7(b) or otherwise refuses to participate under the provisions of Section 6.7(b), then, subject to the other provisions of
this Agreement, either Party may pursue any remedies available to it at law or in equity. 
 (d) Forum; Venue; Submission to
Jurisdiction. Except as otherwise set forth in this Agreement, all actions, suits or proceedings arising out of or relating to this Agreement or the consummation of the transactions contemplated hereby shall be heard and determined exclusively
in the Court of Chancery in the State of Delaware, or, if such court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and determined exclusively in any state or federal court of
competent jurisdiction in the State of Delaware. Consistent with the preceding sentence, each of the General Partner and MLP hereby (i) irrevocably submits to the exclusive jurisdiction of the Court of Chancery in the State of Delaware, or, if
such court shall not have jurisdiction, any state or federal court sitting in the State of Delaware (and the appropriate appellate courts therefrom) for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or
the consummation of the transactions contemplated hereby brought by any of them, (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding
is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts and (iii) irrevocably consents to and grants any such court exclusive jurisdiction over the person of such
parties and over the subject matter of such action, suit or proceeding and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 6.8 or in
such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof. 

  
 -14- 













 (e) Damage Limitations. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE FINALLY AND JUDICIALLY DETERMINED
AND PAID TO AN UNAFFILIATED THIRD PARTY. THE FOREGOING LIMITATIONS ON LIABILITY SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS LIMITED
(EXCLUDING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT). 
 (f) Jury Waivers. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

6.8. Notices and Addresses. Any notice, request, instruction, waiver or other communication to be given hereunder by either Party shall
be in writing and shall be considered duly delivered if personally delivered, mailed by certified mail with the postage prepaid (return receipt requested), sent by messenger or overnight delivery service, or sent by
e-mail to the addresses of the Parties as follows: 
  

			
	MLP:	  	DCP Midstream, LP 
370 – 17th Street, Suite 2500 
Denver, Colorado 80202 
Telephone: (303) 595-3331 
E-Mail: bbackes@dcpmidstream.com

Attn: General Counsel
		
	with a copy (which shall not constitute notice) to:	  	 Hunton Andrews Kurth LLP 
600 Travis Street 
Houston, Texas 77002 
Telephone: (713) 220-4358

E-Mail: bjewell@HuntonAK.com
 mbrunger@HuntonAK.com

Attn: Robert V. Jewell and Melinda Brunger

		
	the General Partner:	  	DCP Midstream GP, LP 
370 – 17th Street, Suite 2500 
Denver, Colorado 80202 
Telephone: (303) 595-3331 
E-Mail:
bbackes@dcpmidstream.com 
Attn: General Counsel


  
 -15- 














			
	with a copy (which shall not constitute notice) to:	  	Bracewell LLP 
711 Louisiana Street, Suite 2300 
Houston, Texas 77002 
Telephone: (713) 221-1122 
E-Mail: will.anderson@bracewell.com

Attn: William S. Anderson

 or at such other address as either Party may designate by written notice to the other Party in the manner provided in this
Section 6.8. Notice by mail shall be deemed to have been given and received on the third (3rd) day after posting. Notice by messenger, overnight delivery service, e-mail (with written
confirmation of receipt) or personal delivery shall be deemed given on the date of actual delivery. 
 6.9. Press Releases. Except as
may otherwise be required by securities Laws and public announcements or disclosures that are, in the reasonable opinion of the Party proposing to make the announcement or disclosure, legally required to be made, there shall be no press release or
public communication concerning the transactions contemplated by this Agreement by any Party except with the prior written consent of the Parties not originating such press release or communication, which consent shall not be unreasonably withheld
or delayed. The Parties shall consult in advance on the necessity for, and the timing and content of, any communications to be made to the public and, subject to legal constraints, to the form and content of any application or report to be made to
any Governmental Authority that relates to the transactions contemplated by this Agreement. 
 6.10. Third Party Beneficiaries.
Nothing in this Agreement shall provide any benefit to any Third Person or entitle any Third Person to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a
third-party beneficiary contract. 
 6.11. Negotiated Transaction. The provisions of this Agreement were negotiated by the Parties,
and this Agreement shall be deemed to have been drafted by all Parties. 
 6.12. Action by MLP. Any amendment of this Agreement,
superseding document or termination of this Agreement or waiver of a provision of this Agreement as provided in Section 6.4 shall require Special Approval by the Special Committee on behalf of MLP. 

[Remainder of page intentionally left blank; signature page follows.] 

  
 -16- 













 THE PARTIES HAVE signed this Agreement by their duly authorized officials as of the date
first set forth above. 
  

			
	DCP MIDSTREAM GP, LP (acting in its individual capacity and not in its capacity as the general partner of MLP)
		
	By:	 	 DCP Midstream GP, LLC,
 Its General
Partner



  

			
	By:	 	/s/ Brent L. Backes
	Name: Brent L. Backes
	Title: Group Vice President and General Counsel


  

			
	DCP MIDSTREAM, LP
		
	 By:
	 	 DCP MIDSTREAM GP, LP,
 Its General
Partner

		
	By:	 	 DCP MIDSTREAM GP, LLC,
 Its General
Partner



  

			
	By:	 	/s/ Michael S. Richards
	Name: Michael S. Richards
	Title: Vice President, Deputy General Counsel & Corporate Secretary


 [Signature Page to Equity Restructuring Agreement] 












 Exhibit A 

Execution Version 
  

 
  

FIFTH AMENDED AND RESTATED 

AGREEMENT OF LIMITED PARTNERSHIP 

OF 
 DCP MIDSTREAM, LP

  
  

 












 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 Article I DEFINITIONS
	  	 	2	 
			
	 Section 1.1
	  	Definitions	  	 	2	 
			
	 Section 1.2
	  	Construction	  	 	25	 
		
	 Article II ORGANIZATION
	  	 	25	 
			
	 Section 2.1
	  	Formation	  	 	25	 
			
	 Section 2.2
	  	Name	  	 	25	 
			
	 Section 2.3
	  	Registered Office; Registered Agent; Principal Office; Other Offices	  	 	25	 
			
	 Section 2.4
	  	Purpose and Business	  	 	26	 
			
	 Section 2.5
	  	Powers	  	 	26	 
			
	 Section 2.6
	  	Power of Attorney	  	 	26	 
			
	 Section 2.7
	  	Term	  	 	27	 
			
	 Section 2.8
	  	Title to Partnership Assets	  	 	28	 
		
	 Article III RIGHTS OF LIMITED PARTNERS
	  	 	28	 
			
	 Section 3.1
	  	Limitation of Liability	  	 	28	 
			
	 Section 3.2
	  	Management of Business	  	 	28	 
			
	 Section 3.3
	  	Outside Activities of the Limited Partners	  	 	29	 
			
	 Section 3.4
	  	Rights of Limited Partners	  	 	29	 
		
	 Article IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP
INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
	  	 	30	 
			
	 Section 4.1
	  	Certificates	  	 	30	 
			
	 Section 4.2
	  	Mutilated, Destroyed, Lost or Stolen Certificates	  	 	30	 
			
	 Section 4.3
	  	Record Holders	  	 	31	 
			
	 Section 4.4
	  	Transfer Generally	  	 	31	 
			
	 Section 4.5
	  	Registration and Transfer of Limited Partner Interests	  	 	32	 
			
	 Section 4.6
	  	Transfer of the General Partner’s General Partner Interest	  	 	32	 
			
	 Section 4.7
	  	[Reserved.]	  	 	33	 
			
	 Section 4.8
	  	Restrictions on Transfers	  	 	33	 
			
	 Section 4.9
	  	Citizenship Certificates; Non-citizen Assignees	  	 	34	 
			
	 Section 4.10
	  	Redemption of Partnership Interests of Non-citizen Assignees	  	 	35	 


  
 i 














							
	 Article V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP
INTERESTS
	  	 	36	 
			
	 Section 5.1
	  	Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights	  	 	36	 
			
	 Section 5.2
	  	[Reserved.]	  	 	36	 
			
	 Section 5.3
	  	[Reserved.]	  	 	36	 
			
	 Section 5.4
	  	Interest and Withdrawal	  	 	36	 
			
	 Section 5.5
	  	Capital Accounts	  	 	37	 
			
	 Section 5.6
	  	Issuances of Additional Partnership Securities	  	 	39	 
			
	 Section 5.7
	  	[Reserved.]	  	 	40	 
			
	 Section 5.8
	  	Limited Preemptive Right	  	 	40	 
			
	 Section 5.9
	  	Splits and Combinations	  	 	41	 
			
	 Section 5.10
	  	Fully Paid and Non-Assessable Nature of Limited Partner Interests	  	 	41	 
			
	 Section 5.11
	  	[Reserved.]	  	 	41	 
			
	 Section 5.12
	  	[Reserved.]	  	 	41	 
			
	 Section 5.13
	  	[Reserved.]	  	 	41	 
			
	 Section 5.14
	  	Establishment of Terms of Series A Preferred Units	  	 	42	 
			
	 Section 5.15
	  	Establishment of Terms of Series B Preferred Units	  	 	52	 
			
	 Section 5.16
	  	Establishment of Terms of Series C Preferred Units	  	 	61	 
		
	 Article VI ALLOCATIONS AND DISTRIBUTIONS
	  	 	71	 
			
	 Section 6.1
	  	Allocations for Capital Account Purposes	  	 	71	 
			
	 Section 6.2
	  	Allocations for Tax Purposes	  	 	76	 
			
	 Section 6.3
	  	Requirement and Characterization of Distributions; Distributions to Record Holders	  	 	79	 
			
	 Section 6.4
	  	[Reserved.]	  	 	79	 
			
	 Section 6.5
	  	[Reserved.]	  	 	79	 
			
	 Section 6.6
	  	[Reserved.]	  	 	80	 
			
	 Section 6.7
	  	[Reserved.]	  	 	80	 
			
	 Section 6.8
	  	[Reserved.]	  	 	80	 
			
	 Section 6.9
	  	[Reserved.]	  	 	80	 
			
	 Section 6.10
	  	[Reserved.]	  	 	80	 
			
	 Section 6.11
	  	Special Provisions Relating to the Holders of Series A Preferred Units, Series B Preferred Units, and Series C Preferred Units	  	 	80	 
		
	 Article VII MANAGEMENT AND OPERATION OF BUSINESS
	  	 	80	 
			
	 Section 7.1
	  	Management	  	 	80	 
			
	 Section 7.2
	  	Certificate of Limited Partnership	  	 	82	 


  
 ii 














							
	 Section 7.3
	  	Restrictions on the General Partner’s Authority	  	 	82	 
			
	 Section 7.4
	  	Reimbursement of the General Partner	  	 	83	 
			
	 Section 7.5
	  	Outside Activities	  	 	84	 
			
	 Section 7.6
	  	Loans from the General Partner; Loans or Contributions from the Partnership or Group Members	  	 	85	 
			
	 Section 7.7
	  	Indemnification	  	 	85	 
			
	 Section 7.8
	  	Liability of Indemnitees	  	 	87	 
			
	 Section 7.9
	  	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	  	 	87	 
			
	 Section 7.10
	  	Other Matters Concerning the General Partner	  	 	89	 
			
	 Section 7.11
	  	Purchase or Sale of Partnership Securities	  	 	89	 
			
	 Section 7.12
	  	Registration Rights of the General Partner and its Affiliates	  	 	90	 
			
	 Section 7.13
	  	Reliance by Third Parties	  	 	93	 
		
	 Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS
	  	 	93	 
			
	 Section 8.1
	  	Records and Accounting	  	 	93	 
			
	 Section 8.2
	  	Fiscal Year	  	 	94	 
			
	 Section 8.3
	  	Reports	  	 	94	 
		
	 Article IX TAX MATTERS
	  	 	94	 
			
	 Section 9.1
	  	Tax Returns and Information	  	 	94	 
			
	 Section 9.2
	  	Tax Elections	  	 	94	 
			
	 Section 9.3
	  	Tax Controversies	  	 	95	 
			
	 Section 9.4
	  	Withholding	  	 	95	 
		
	 Article X ADMISSION OF PARTNERS
	  	 	96	 
			
	 Section 10.1
	  	Admission of Limited Partners	  	 	96	 
			
	 Section 10.2
	  	Admission of Successor General Partner	  	 	96	 
			
	 Section 10.3
	  	Amendment of Agreement and Certificate of Limited Partnership	  	 	97	 
		
	 Article XI WITHDRAWAL OR REMOVAL OF PARTNERS
	  	 	97	 
			
	 Section 11.1
	  	Withdrawal of the General Partner	  	 	97	 
			
	 Section 11.2
	  	Removal of the General Partner	  	 	98	 
			
	 Section 11.3
	  	Interest of Departing General Partner and Successor General Partner	  	 	99	 
			
	 Section 11.4
	  	[Reserved.]	  	 	100	 
			
	 Section 11.5
	  	Withdrawal of Limited Partners	  	 	100	 
		
	 Article XII DISSOLUTION AND LIQUIDATION
	  	 	100	 
			
	 Section 12.1
	  	Dissolution	  	 	100	 


  
 iii 














							
			
	 Section 12.2
	  	Continuation of the Business of the Partnership After Dissolution	  	 	101	 
			
	 Section 12.3
	  	Liquidator	  	 	101	 
			
	 Section 12.4
	  	Liquidation	  	 	102	 
			
	 Section 12.5
	  	Cancellation of Certificate of Limited Partnership	  	 	102	 
			
	 Section 12.6
	  	Return of Contributions	  	 	102	 
			
	 Section 12.7
	  	Waiver of Partition	  	 	103	 
			
	 Section 12.8
	  	Capital Account Restoration	  	 	103	 
		
	 Article XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD
DATE
	  	 	103	 
			
	 Section 13.1
	  	Amendments to be Adopted Solely by the General Partner	  	 	103	 
			
	 Section 13.2
	  	Amendment Procedures	  	 	104	 
			
	 Section 13.3
	  	Amendment Requirements	  	 	105	 
			
	 Section 13.4
	  	Special Meetings	  	 	105	 
			
	 Section 13.5
	  	Notice of a Meeting	  	 	106	 
			
	 Section 13.6
	  	Record Date	  	 	106	 
			
	 Section 13.7
	  	Adjournment	  	 	106	 
			
	 Section 13.8
	  	Waiver of Notice; Approval of Meeting; Approval of Minutes	  	 	107	 
			
	 Section 13.9
	  	Quorum and Voting	  	 	107	 
			
	 Section 13.10
	  	Conduct of a Meeting	  	 	107	 
			
	 Section 13.11
	  	Action Without a Meeting	  	 	108	 
			
	 Section 13.12
	  	Right to Vote and Related Matters	  	 	108	 
		
	 Article XIV MERGER, CONSOLIDATION OR CONVERSION
	  	 	109	 
			
	 Section 14.1
	  	Authority	  	 	109	 
			
	 Section 14.2
	  	Procedure for Merger, Consolidation or Conversion	  	 	109	 
			
	 Section 14.3
	  	Approval by Limited Partners	  	 	111	 
			
	 Section 14.4
	  	Certificate of Merger	  	 	112	 
			
	 Section 14.5
	  	Effect of Merger, Consolidation or Conversion	  	 	112	 
		
	 Article XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
	  	 	113	 
			
	 Section 15.1
	  	Right to Acquire Limited Partner Interests	  	 	113	 
		
	 Article XVI GENERAL PROVISIONS
	  	 	115	 
			
	 Section 16.1
	  	Addresses and Notices	  	 	115	 
			
	 Section 16.2
	  	Further Action	  	 	115	 
			
	 Section 16.3
	  	Binding Effect	  	 	115	 
			
	 Section 16.4
	  	Integration	  	 	115	 


  
 iv 














							
			
	 Section 16.5
	  	Creditors	  	 	116	 
			
	 Section 16.6
	  	Waiver	  	 	116	 
			
	 Section 16.7
	  	Third-Party Beneficiaries	  	 	116	 
			
	 Section 16.8
	  	Counterparts	  	 	116	 
			
	 Section 16.9
	  	Applicable Law	  	 	116	 
			
	 Section 16.10
	  	Invalidity of Provisions	  	 	116	 
			
	 Section 16.11
	  	Consent of Partners	  	 	116	 
			
	 Section 16.12
	  	Facsimile Signatures	  	 	116	 


  
 v 













 FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF 

DCP MIDSTREAM, LP 
 THIS
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DCP MIDSTREAM, LP dated as of November 6, 2019, is entered into by and between DCP Midstream GP, LP, a Delaware limited partnership, as the General Partner, and the Limited
Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows: 

RECITALS 
 WHEREAS, the
General Partner and the Organizational Limited Partner entered into the Agreement of Limited Partnership of DCP Midstream, LP on August 5, 2005; 

WHEREAS, the General Partner and the Organizational Limited Partner entered into the Amended and Restated Agreement of Limited Partnership on
December 7, 2005 and therefore admitted additional Limited Partners in connection with the Initial Offering; 
 WHEREAS, the General
Partner and the Limited Partners entered into the Second Amended and Restated Agreement of Limited Partnership on November 1, 2006; 

WHEREAS, the General Partner and the Limited Partners entered into the Third Amended and Restated Agreement of Limited Partnership on
May 11, 2018; 
 WHEREAS, the General Partner and the Limited Partners entered into the Fourth Amended and Restated Agreement of
Limited Partnership on October 4, 2018 (the “Fourth Amended and Restated Partnership Agreement”); 
 WHEREAS,
on the date hereof, the Partnership and the General Partner (acting in its individual capacity and not in its capacity as the general partner of the Partnership) entered into an Equity Restructuring Agreement (the “Equity Restructuring
Agreement”) pursuant to which, upon execution and delivery of this Agreement concurrently with the closing of the transactions contemplated by the Equity Restructuring Agreement, (a) the General Partner Interest (as defined in the
Fourth Amended and Restated Partnership Agreement) evidenced by the General Partner Units will automatically be converted into the non-economic General Partner Interest having the rights and obligations
specified for the General Partner Interest in this Agreement, (b) the General Partner Units and the Incentive Distribution Rights shall be automatically cancelled and converted into the Restructuring Common Units, (c) the General Partner
shall continue as the sole general partner of the Partnership, and (d) the Partnership shall continue without dissolution; 
 WHEREAS,
in accordance with Section 13.1 of the Fourth Amended and Restated Partnership Agreement, the General Partner desires to amend and restate the Fourth Amended and Restated Partnership Agreement in its entirety to provide for, among other things,
the cancellation of the Incentive Distribution Rights and the General Partner Units and the conversion of the General Partner Interest (as defined in the Fourth Amended and Restated Partnership Agreement) into the
non-economic General Partner Interest; 












 WHEREAS, the General Partner has determined that the changes to the Fourth Amended and
Restated Partnership Agreement reflected in this Agreement (a) do not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect,
(b) are required to effect the intent expressed in the Registration Statement, and/or (c) are necessary or appropriate in connection with the authorization of the issuance of the Restructuring Common Units and the non-economic General Partner Interest; and 
 WHEREAS, in accordance with Sections 13.3(b) and 13.3(c) of
the Fourth Amended and Restated Partnership Agreement, the General Partner, in its individual capacity as the sole holder of the Incentive Distribution Rights and the General Partner Interest (as defined in the Fourth Amended and Restated
Partnership Agreement), has consented to and approved the transactions contemplated by the Equity Restructuring Agreement and the amendment and restatement of the Fourth Amended and Restated Partnership Agreement pursuant to this Agreement. 

NOW, THEREFORE, the Fourth Amended and Restated Partnership Agreement is hereby amended and restated as follows: 

ARTICLE I 

DEFINITIONS 
 Section 1.1
Definitions. 
 The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to
the terms used in this Agreement. 
 “Acquisition” means any transaction in which any Group Member acquires (through an
asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the operating capacity or revenues of the Partnership Group
from the operating capacity or revenues of the Partnership Group existing immediately prior to such transaction. 
 “Adjusted
Capital Account” means the Capital Account maintained for each Partner as of the end of each fiscal year of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury
Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and
1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such fiscal year, are reasonably expected to be allocated to such Partner in subsequent years
under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such fiscal year, are reasonably
expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during
(or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii)). The foregoing definition of Adjusted
Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a
Partner in respect of a Common Unit, a Series A Preferred Unit, a Series B Preferred Unit, a Series C Preferred Unit, or any other Partnership Interest shall be the amount that such Adjusted Capital Account would be if such Common Unit, Series A
Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, or other Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Common Unit, Series A Preferred Unit, Series B
Preferred Unit, Series C Preferred Unit, or other Partnership Interest was first issued. 

  
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 “Adjusted Property” means any property the Carrying Value of which has been
adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii). 
 “Affiliate” means, with respect to any Person, any other
Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question; provided that, for the avoidance of doubt, the term “Affiliate” includes any
Person that, directly or indirectly, is the beneficial owner of 25% or more of the equity interests in HoldCo or has the right to appoint 25% or more of the members of the board of directors of HoldCo. As used herein, the term “control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 

“Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction
pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used). 

“Agreed Value” of any Contributed Property means the fair market value of such property or other consideration at the time of
contribution as determined by the General Partner. The General Partner shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated
transaction among each separate property on a basis proportional to the fair market value of each Contributed Property. 

“Agreement” or “Partnership Agreement” means this Fifth Amended and Restated Agreement of
Limited Partnership of DCP Midstream, LP, as it may be amended, supplemented or restated from time to time. 
 “Arrears”
means, as applicable, that the full cumulative Series A Preferred Distributions through the most recent Series A Preferred Distribution Payment Date have not been paid on all Outstanding Series A Preferred Units, that the full
cumulative Series B Preferred Distributions through the most recent Series B Preferred Distribution Payment Date have not been paid on all Outstanding Series B Preferred Units, or that the full cumulative Series C Preferred
Distributions through the most recent Series C Preferred Distribution Payment Date have not been paid on all Outstanding Series C Preferred Units. 

“Assignee” means a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under
this Agreement, but who has not been admitted in accordance with Section 10.1 as a Limited Partner with respect to such transferred Limited Partner Interests. 

“Associate” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which
such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial
interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person. 

  
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 “Available Cash” means, with respect to any Quarter ending prior to the
Liquidation Date: 
 (a) the sum of (i) all cash and cash equivalents of the Partnership Group on hand at the end of such Quarter,
and (ii) if the General Partner so determines, all or any portion of any additional cash and cash equivalents of the Partnership Group on hand on the date of determination of Available Cash with respect to such Quarter, less 

(b) the amount of any cash reserves established by the General Partner to (i) provide for the proper conduct of the business of the
Partnership Group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement,
mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject, (iii) provide funds for Series A Preferred Distributions, Series B Preferred Distributions,
and Series C Preferred Distributions and (iv) provide funds for distributions under Section 6.3 in respect of any one or more of the next four Quarters; provided, however, that the General Partner may not establish cash
reserves pursuant to subclause (iv) above if the effect of such reserves would be that the Partnership is unable to distribute an amount equal to $0.35 per Common Unit on all Common Units with respect to such Quarter; and, provided
further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have
been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines. 

Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any
subsequent Quarter shall equal zero. 
 “Board of Directors” means, with respect to the Board of Directors of the General
Partner, its board of directors or managers, as applicable, if a corporation or limited liability company, or if a limited partnership, the board of directors or board of managers of the general partner of the General Partner. 

“Book-Tax Disparity” means with respect to any item of Contributed Property or
Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s
share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as
maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles. 

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of
the United States of America or the States of Colorado or New York shall not be regarded as a Business Day. 
 “Calculation
Agent” means a bank, trust company or other Person as may be appointed from time to time by the General Partner to act as calculation agent for the Series A Preferred Units, the Series B Preferred Units, or the Series C Preferred Units, as
applicable. 

  
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 “Capital Account” means the capital account maintained for a Partner
pursuant to Section 5.5. The “Capital Account” of a Partner in respect of a Common Unit, a Series A Preferred Unit, a Series B Preferred Unit, a Series C Preferred Unit, or any other Partnership Interest shall be the
amount that such Capital Account would be if such Common Unit, Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, or other Partnership Interest were the only interest in the Partnership held by such Partner from and
after the date on which such Common Unit, Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, or other Partnership Interest was first issued. 

“Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner
contributes to the Partnership. 
 “Capital Improvement” means any (a) addition or improvement to the capital assets
owned by any Group Member, (b) acquisition of existing, or the construction of new, capital assets (including, without limitation, gathering lines, treating facilities, processing plants, fractionation facilities, pipelines, terminals, docks,
truck racks, tankage and other storage, distribution or transportation facilities and related or similar midstream assets), or (c) capital contributions by a Group Member to a Person in which a Group Member has an equity interest to fund such
Group Member’s pro rata share of the cost of the acquisition of existing, or the construction of new, capital assets (including, without limitation, gathering lines, treating facilities, processing plants, fractionation facilities, pipelines,
terminals, docks, truck racks, tankage and other storage, distribution or transportation facilities and related or similar midstream assets) by such Person, in each case if such addition, improvement, acquisition or construction is made to increase
the operating capacity or revenues of the Partnership Group, in the case of clauses (a) and (b), or such Person, in the case of clause (c), from the operating capacity or revenues of the Partnership Group or such Person, as the case may be,
existing immediately prior to such addition, improvement, acquisition or construction. 
 “Capital Surplus” has the meaning
assigned to such term in Section 6.3(a). 
 “Carrying Value” means (a) with respect to a Contributed Property,
the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ Capital Accounts in respect of such Contributed Property, and (b) with respect to any
other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Sections 5.5(d)(i)
and 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner. 

“Cause” means a court of competent jurisdiction has entered a final, non-appealable
judgment finding the General Partner liable for actual fraud or willful misconduct in its capacity as a general partner of the Partnership. 

“Certificate” means (a) a certificate (i) with respect to Common Units, in substantially the form of Exhibit A to
this Agreement, (ii) with respect to the Series A Preferred Units, in substantially the form of Exhibit B to this Agreement, (iii) with respect to the Series B Preferred Units, in substantially the form of Exhibit C, (iv) with respect
to the Series C Preferred Units, in substantially the form of Exhibit D, (v) in global form in accordance with the rules and regulations of the Depositary or (vi) in such other form as may be adopted by the General Partner, issued by the
Partnership evidencing ownership of one or more Common Units; or (b) a certificate, in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more other Partnership Securities. 

  
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 “Certificate of Limited Partnership” means the Certificate of Limited
Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time. 

“Change of Control” means the occurrence of either of the following after the Series A Preferred Original Issue Date with
respect to the Series A Preferred Units, after the Series B Preferred Original Issue Date with respect to the Series B Preferred Units, or after the Series C Preferred Original Issue Date with respect to the Series C Preferred Units: (a) the
direct or indirect lease, sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or business combination), in one or a series of related transactions, of all or substantially all of the properties or assets of
the Partnership and the Partnership’s Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act); or (b) the consummation of any transaction (including, without
limitation, any merger, consolidation or business combination), the result of which is that any Person, other than the Partnership, the General Partner, HoldCo and Phillips 66 and Enbridge Inc. and their respective Subsidiaries, becomes the
beneficial owner, directly or indirectly, of more than 50% of the voting interests of the Partnership, the General Partner, or HoldCo, measured by voting power rather than percentage of interests. 

“Change of Control Triggering Event” means, with respect to the Series A Preferred Units, the Series B Preferred
Units, or the Series C Preferred Units, the occurrence of a Change of Control that is accompanied or followed by either a downgrade by one or more gradations (including both gradations within ratings categories and between ratings categories) or
withdrawal of the rating of the Series A Preferred Units, the Series B Preferred Units, or the Series C Preferred Units, as applicable, within the Ratings Decline Period (in any combination) by all three Named Rating Agencies, as a result of
which the rating of the Series A Preferred Units, the Series B Preferred Units, or the Series C Preferred Units, as applicable, on any day during such Ratings Decline Period is below the rating by all three Named Rating Agencies in effect
immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement). 

“Citizenship Certification” means a properly completed certificate in such form as may be specified by the General Partner by
which a Limited Partner certifies that he (and if he is a nominee holding for the account of another Person, that to the best of his knowledge such other Person) is an Eligible Citizen. 

“claim” (as used in Section 7.12(d)) has the meaning assigned to such term in Section 7.12(d). 

“Closing Date” means the first date on which Common Units were sold by the Partnership to the Underwriters pursuant to the
provisions of the Underwriting Agreement. 
 “Closing Price” has the meaning assigned to such term in Section 15.1(a).

 “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a
specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law. 

  
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 “Combined Interest” has the meaning assigned to such term in
Section 11.3(a). 
 “Commission” means the United States Securities and Exchange Commission. 

“Common Unit” means a Partnership Security representing a fractional part of the Partnership Interests of all Limited
Partners and Assignees, and having the rights and obligations specified with respect to Common Units in this Agreement. The term “Common Unit” does not include a Series A Preferred Unit, a Series B Preferred Unit, or a Series C
Preferred Unit, in each case prior to its conversion into a Common Unit pursuant to the terms hereof except to the extent specified herein. 

“Common Unit Price” means (a) the amount of cash consideration per Common Unit, if the consideration to be received in
the Change of Control by the holders of Common Units is solely cash; and (b) the average of the closing prices for Common Units on the New York Stock Exchange (or other National Securities Exchange on which the Common Units are then trading)
for the ten consecutive trading days immediately preceding, but not including, the Series A Preferred Change of Control Conversion Date, the Series B Preferred Change of Control Conversion Date, or the Series C Preferred Change of Control
Conversion Date, as applicable, if the consideration to be received in the Change of Control by the holders of Common Units is other than solely cash. 

“Contributed Property” means each property or other asset, in such form as may be permitted by the Delaware Act, but
excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

 “Contribution Agreement” means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among
the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from
time to time. 
 “Curative Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant
to the provisions of Section 6.1(d)(x). 
 “Current Market Price” has the meaning assigned to such term in
Section 15.1(a). 
 “Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute. 

“Departing General Partner” means a former General Partner from and after the effective date of any withdrawal or removal of
such former General Partner pursuant to Section 11.1 or Section 11.2. 
 “Depositary” means, with respect to any
Units issued in global form, The Depository Trust Company and its successors and permitted assigns. 
 “Eligible Citizen”
means a Person qualified to own interests in real property in jurisdictions in which any Group Member does business or proposes to do business from time to time, and whose status as a Limited Partner the General Partner determines does not or would
not subject such Group Member to a significant risk of cancellation or forfeiture of any of its properties or any interest therein. 

  
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 “Equity Credit” means dollar amount or percentage in relation to the stated
liquidation preference amount of (i) $1,000 per Series A Preferred Unit assigned to the Series A Preferred Units, (ii) $25.00 per Series B Preferred Unit assigned to the Series B Preferred Units, or (iii) $25.00 per Series C Preferred Unit assigned
to the Series C Preferred Units, as applicable, as equity, rather than debt, by a rating agency in evaluating the capital structure of the Partnership. 

“Equity Restructuring Agreement” has the meaning assigned to such term in the recitals. 

“Event of Withdrawal” has the meaning assigned to such term in Section 11.1(a). 

“Expansion Capital Expenditures” means cash expenditures for Acquisitions or Capital Improvements, and shall not include
Maintenance Capital Expenditures. 
 “Fitch” means Fitch Ratings, Ltd. 

“Fourth Amended and Restated Partnership Agreement” has the meaning assigned to such term in the recitals. 

“General Partner” means DCP Midstream GP, LP, a Delaware limited partnership, and its successors and permitted assigns that
are admitted to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the context otherwise requires). 

“General Partner Interest” means the non-economic management interest of the General
Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it), which includes any and all rights, powers and benefits to which the General Partner is entitled as provided in this
Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to receive any distributions of cash, property or other assets of the
Partnership upon the liquidation or winding-up of the Partnership or otherwise. 
 “General
Partner Unit” means a unit outstanding prior to the execution and delivery of this Agreement that represented a fractional part of the General Partner Interest (as defined in the Fourth Amended and Restated Partnership Agreement), which had
the rights and obligations specified with respect to General Partner Units in the Fourth Amended and Restated Partnership Agreement, all of which have been cancelled pursuant to this Agreement. 

“Group” means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding
or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or
disposing of any Partnership Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests. 

“Group Member” means a member of the Partnership Group. 

“Group Member Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited
or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar 

  
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organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or
organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

 “HoldCo” means DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC), a Delaware limited liability
company. 
 “Holder” as used in Section 7.12, has the meaning assigned to such term in Section 7.12(a). 

“Incentive Distribution Right” means the non-voting Limited Partner Interests
outstanding prior to the execution and delivery of this Agreement that had the rights and obligations specified with respect to Incentive Distribution Rights in the Fourth Amended and Restated Partnership Agreement, all of which have been cancelled
pursuant to this Agreement and the Equity Restructuring Agreement. 
 “Indemnified Persons” has the meaning assigned to
such term in Section 7.12(d). 
 “Indemnitee” means (a) the General Partner, (b) any Departing General
Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person who is or was a member, partner, director, officer, fiduciary or trustee of any Group Member, the General Partner or
any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing General Partner, (e) any Person who is or was serving at the request of the General Partner or any Departing General Partner or any
Affiliate of the General Partner or any Departing General Partner as an officer, director, member, partner, fiduciary or trustee of another Person; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (f) any Person the General Partner designates as an “Indemnitee” for purposes of this
Agreement. 
 “Initial Offering” means the initial offering and sale of Common Units to the public, as described in the
Registration Statement. 
 “Interim Capital Transactions” means the following transactions if they occur prior to the
Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than for items purchased on open account in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member;
(b) sales of equity interests of any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of the Over-Allotment Option); (c) sales or other voluntary or involuntary dispositions of any assets of any Group
Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements;
(d) the termination of interest rate swap agreements; (e) capital contributions; or (f) corporate reorganizations or restructurings. 

“Limited Partner” means, unless the context otherwise requires, each Person that is or becomes a Limited Partner pursuant to
the terms of this Agreement and any Departing General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as limited partner of the Partnership;
provided, however, that when the term “Limited 

  
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Partner” is used herein in the context of any vote or other approval, including without limitation Articles XIII (other than Sections 13.3(b) and (c), 13.4, 13.5, 13.6, 13.8, 13.9, 13.10,
13.11, 13.12(b) and (c)) and XIV, such term shall not, solely for such purpose, include a Series A Preferred Unitholder with respect to its Series A Preferred Units, a Series B Preferred Unitholder with respect to its Series B Preferred
Units, or a Series C Preferred Unitholder with respect to its Series C Preferred Units. 
 “Limited Partner Interest” means
the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units, Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, or other Partnership Securities or a combination thereof or
interest therein, and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all obligations of such Limited Partner to comply with the terms and provisions of this Agreement;
provided, however, that when the term “Limited Partner Interest” is used herein in the context of any vote or other approval, including without limitation Articles XIII (other than Sections 13.3(c), 13.4, 13.5, 13.6, 13.8, 13.9,
13.10, 13.11, 13.12(b) and (c)) and XIV, such term shall not, solely for such purpose, include a Series A Preferred Unitholder with respect to its Series A Preferred Units, a Series B Preferred Unitholder with respect to its Series B
Preferred Units, or a Series C Preferred Unitholder with respect to its Series C Preferred Units. 
 “Liquidation Date”
means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the
holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date
on which such event occurs. 
 “Liquidator” means one or more Persons selected by the General Partner to perform the
functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of the Delaware Act. 

“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank
market. 
 “Maintenance Capital Expenditures” means cash expenditures (including expenditures for the addition or
improvement to the capital assets owned by any Group Member or for the acquisition of existing, or the construction of new, capital assets) if such expenditures are made to maintain, including over the long term, the operating capacity or revenues
of the Partnership Group. 
 “Merger Agreement” has the meaning assigned to such term in Section 14.1. 

“Moody’s” means Moody’s Investors Service, Inc. 

“Named Rating Agency” means (a) each of Moody’s, S&P and Fitch; and (b) if any of Moody’s,
S&P, or Fitch ceases to rate the Series A Preferred Units, the Series B Preferred Units, or the Series C Preferred Units or fails to make a rating of the Series A Preferred Units, the Series B Preferred Units, or the Series C Preferred
Units, as the case may be, publicly available for reasons outside of our control, for the applicable Unit, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) under the Securities Exchange Act
selected by the General Partner as a replacement agency for any or all of Moody’s, S&P, or Fitch, as the case may be. 

  
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 “National Securities Exchange” means an exchange registered with the
Commission under Section 6(a) of the Securities Exchange Act, and any successor to such statute. 
 “Net Agreed Value”
means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (b) in the
case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any indebtedness either
assumed by such Partner or Assignee upon such distribution or to which such property is subject at the time of distribution, in either case, as determined under Section 752 of the Code. 

“Net Income” means, for any taxable year, the excess, if any, of the Partnership’s items of income and gain (other than
those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year over the Partnership’s items of loss and deduction (other than those items taken into account in the computation of Net
Termination Gain or Net Termination Loss) for such taxable year. The items included in the calculation of Net Income shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under
Section 6.1(d). 
 “Net Loss” means, for any taxable year, the excess, if any, of the Partnership’s items of loss
and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year over the Partnership’s items of income and gain (other than those items taken into account in the
computation of Net Termination Gain or Net Termination Loss) for such taxable year. The items included in the calculation of Net Loss shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated
under Section 6.1(d). 
 “Net Termination Gain” means, for any taxable year, the sum, if positive, of all items of
income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a
single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Gain shall be determined in accordance with Section 5.5(b) and
shall not include any items of income, gain or loss specially allocated under Section 6.1(d). 
 “Net Termination
Loss” means, for any taxable year, the sum, if negative, of all items of income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net
Termination Loss shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d). 

“Non-citizen Assignee” means a Person whom the General Partner has determined does
not constitute an Eligible Citizen and as to whose Partnership Interest the General Partner has become the substituted Limited Partner, pursuant to Section 4.9. 

“Noncompensatory Option” has the meaning set forth in Treasury Regulation
Section 1.721-2(f). 

  
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 “Nonrecourse Built-in Gain” means
with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Sections 6.2(b)(i)(A),
6.2(b)(ii)(A), and 6.2(b)(iii) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration. 

“Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in
Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability. 

“Nonrecourse Liability” has the meaning set forth in Treasury Regulation
Section 1.752-1(a)(2). 
 “Notice of Election to Purchase” has the meaning
assigned to such term in Section 15.1(b). 
 “Omnibus Agreement” means that certain Omnibus Agreement, dated as of the
Closing Date, among HoldCo, the General Partner, the Partnership, DCP Midstream Operating, LP, and certain other parties thereto, as such may be amended, supplemented or restated from time to time. 

“Operating Expenditures” means all Partnership Group cash expenditures, including, but not limited to, taxes, reimbursements
of the General Partner in accordance with this Agreement, interest payments, Maintenance Capital Expenditures, and non-Pro Rata repurchases of Units (other than those made with the proceeds of an Interim
Capital Transaction), but excluding, subject to the following: 
 (a) payments (including prepayments and prepayment penalties) of
principal of and premium on indebtedness shall not constitute Operating Expenditures; and 
 (b) Operating Expenditures shall not
include (i) Expansion Capital Expenditures, (ii) payment of transaction expenses (including taxes) relating to Interim Capital Transactions, (iii) Series A Preferred Redemption Payments, (iv) Series B Preferred Redemption
Payments, (v) Series C Preferred Redemption Payments, or (vi) distributions to Partners. Where capital expenditures consist of both Maintenance Capital Expenditures and Expansion Capital Expenditures, the General Partner, with the
concurrence of the Special Committee, shall determine the allocation between the portion consisting of Maintenance Capital Expenditures and the portion consisting of Expansion Capital Expenditures and, with respect to the part of such capital
expenditures consisting of Maintenance Capital Expenditures, the period over which the capital expenditures made for other purposes will be deducted as an Operating Expenditure in calculating Operating Surplus. 

“Operating Partnership” means DCP Midstream Operating, LP, a Delaware limited partnership, and any successors thereto. 

“Operating Surplus” means, with respect to any period ending prior to the Liquidation Date, on a cumulative basis and without
duplication, 
 (a) the sum of (i) an amount equal to four times the amount needed for any one Quarter for the Partnership to pay
a distribution on all Units at the same per Unit amount as was distributed immediately preceding the date of determination, and (ii) all cash receipts of the Partnership Group for the period beginning on the Closing Date and ending on the last
day of such period, but excluding cash receipts from Interim Capital Transactions, less 

  
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 (b) the sum of (i) Operating Expenditures for the period beginning on the Closing
Date and ending on the last day of such period and (ii) the amount of cash reserves established by the General Partner to provide funds for future Operating Expenditures; provided, however, that disbursements made (including
contributions to a Group Member or disbursements on behalf of a Group Member) or cash reserves established, increased or reduced after the end of such period but on or before the date of determination of Available Cash with respect to such period
shall be deemed to have been made, established, increased or reduced, for purposes of determining Operating Surplus, within such period if the General Partner so determines. 

Notwithstanding the foregoing, “Operating Surplus” with respect to the Quarter in which the Liquidation Date occurs and any
subsequent Quarter shall equal zero. 
 “Opinion of Counsel” means a written opinion of counsel (who may be regular counsel
to the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner. 
 “Organizational Limited
Partner” means HoldCo in its capacity as the organizational limited partner of the Partnership pursuant to this Agreement. 

“Outstanding” means, with respect to Partnership Securities, all Partnership Securities that are issued by the Partnership
and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided, however, that if at any time any Person or Group (other than the General Partner or its Affiliates) beneficially owns
20% or more of the Outstanding Partnership Securities of any class, all Partnership Securities owned by or for the benefit of such Person or Group shall not be entitled to be voted on any matter and shall not be considered to be Outstanding when
sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Partnership
Securities so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Partnership Securities shall not, however, be treated as a separate class of Partnership Securities for purposes of this
Agreement or the Delaware Act); provided, further, that the foregoing limitation shall not apply to (i) any Person or Group who acquired 20% or more of the Outstanding Partnership Securities of any class directly from the General Partner
or its Affiliates (other than the Partnership), (ii) any Person or Group who acquired 20% or more of the Outstanding Partnership Securities of any class then Outstanding directly or indirectly from a Person or Group described in clause
(i) provided that, upon or prior to such acquisition, the General Partner shall have notified such Person or Group in writing that such limitation shall not apply, (iii) any Person or Group who acquired 20% or more of any
Partnership Securities issued by the Partnership with the prior approval of the Board of Directors, (iv) any Series A Preferred Unitholder in connection with any vote, consent or approval of the Series A Preferred Unitholders pursuant to
Section 5.14(b)(iii), (v) any Series B Preferred Unitholder in connection with any vote, consent or approval of the Series B Preferred Unitholders pursuant to Section 5.15(b)(iii), or (vi) any Series C Preferred Unitholder in
connection with any vote, consent or approval of the Series C Preferred Unitholders pursuant to Section 5.16(b)(iii). 

“Over-Allotment Option” means the over-allotment option granted to the Underwriters by the Partnership pursuant to the
Underwriting Agreement. 

  
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 “Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulation
Section 1.704-2(b)(4). 
 “Partner Nonrecourse Debt Minimum Gain” has the
meaning set forth in Treasury Regulation Section 1.704-2(i)(2). 
 “Partner Nonrecourse
Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt. 
 “Partners”
means the General Partner and the Limited Partners. 
 “Partnership” means DCP Midstream, LP, a Delaware limited
partnership. 
 “Partnership Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.

 “Partnership Interest” means an interest in the Partnership, which shall include the General Partner Interest and
Limited Partner Interests. 
 “Partnership Minimum Gain” means that amount determined in accordance with the principles of
Treasury Regulation Section 1.704-2(d). 
 “Partnership Security” means any
class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including Common Units, Series A Preferred Units, Series B Preferred
Units, and Series C Preferred Units. “Partnership Security” shall not include the General Partner Interest. 
 “Paying
Agent” means the Transfer Agent, acting in its capacity as paying agent for the Series A Preferred Units, the Series B Preferred Units, and the Series C Preferred Units, and its respective successors and assigns or any other paying
agent appointed by the General Partner; provided, however, that if no Paying Agent is specifically designated for the Series A Preferred Units, the Series B Preferred Units, or the Series C Preferred Units, the General Partner
shall act in such capacity therefor. 
 “Per Unit Capital Amount” means, as of any date of determination, the Capital
Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units. 

“Percentage Interest” means as of any date of determination, (a) as to any Unitholder (other than in respect of Series A
Preferred Units, Series B Preferred Units, and Series C Preferred Units) with respect to Units (other than in respect of Series A Preferred Units, Series B Preferred Units, and Series C Preferred Units), as the case may be, the product obtained by
multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of Units held by such Unitholder (other than in respect of Series A Preferred Units, Series B Preferred
Units, and Series C Preferred Units), by (B) the total number of Outstanding Units (other than in respect of Series A Preferred Units, Series B Preferred Units, and Series C Preferred Units), and (b) as to the holders of other Partnership
Securities issued by the Partnership in accordance with Section 5.6, the percentage established as a part of such issuance. The Percentage Interest with respect to a Series A Preferred Unit, a Series B Preferred Unit, a Series C Preferred
Unit, or the General Partner Interest shall at all times be zero. 

  
 14 













 “Person” means an individual or a corporation, firm, limited liability
company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof, or other entity. 

“Preferred Three-Month LIBOR” has the meaning assigned to such term in Section 5.14(b)(ii)(C). 

“Pro Rata” means (a) when used with respect to Units or any class thereof, apportioned equally among all designated
Units in accordance with their relative Percentage Interests, (b) when used with respect to Partners and Assignees or Record Holders, apportioned among all Partners and Assignees or Record Holders in accordance with their relative Percentage
Interests, (c) solely when used with respect to Series A Preferred Units, apportioned equally among all Series A Preferred Unitholders in accordance with the relative number or percentage of Series A Preferred Units held by each
such Series A Preferred Unitholder, (d) solely when used with respect to Series B Preferred Units, apportioned equally among all Series B Preferred Unitholders in accordance with the relative number or percentage of Series B
Preferred Units held by each such Series B Preferred Unitholder, (e) solely when used with respect to Series C Preferred Units, apportioned equally among all Series C Preferred Unitholders in accordance with the relative number
or percentage of Series C Preferred Units held by each such Series C Preferred Unitholder, and (f) when used with respect to Series A Preferred Units and Series A Preferred Parity Securities, with respect to Series B Preferred Units
and Series B Preferred Parity Securities, or with respect to Series C Preferred Units and Series C Preferred Parity Securities, apportioned equally among them in accordance with the relative amount to be paid or allocated to each group. 

“Purchase Date” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner
Interests of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV. 

“Quarter” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the first
fiscal quarter of the Partnership after the Closing Date, the portion of such fiscal quarter after the Closing Date. 
 “Rating
Agency” means any nationally recognized statistical rating organization (within the meaning of Section 3(a)(62) of the Securities Exchange Act) that publishes a rating for the Partnership. 

“Ratings Decline Period” means the period that (a) begins on the occurrence of a Change of Control and (b) ends 60
days following consummation of such Change of Control. 
 “Recapture Income” means any gain recognized by the Partnership
(computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the
recapture of deductions previously taken with respect to such property or asset. 
 “Record Date” means the date
established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give
approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to
participate in any offer. 

  
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 “Record Holder” means the Person in whose name a Common Unit is registered
on the books of the Transfer Agent as of the opening of business on a particular Business Day, or with respect to other Partnership Interests, the Person in whose name any such other Partnership Interest is registered on the books that the General
Partner has caused to be kept as of the opening of business on such Business Day. 
 “Redeemable Interests” means any
Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.10. 

“Registration Statement” means the Registration Statement on Form S-1 as it has been
or as it may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering. 

“Required Allocations” means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under
Section 6.1(b)(i) or Section 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v),
Section 6.1(d)(vii), or Section 6.1(d)(ix). 
 “Residual Gain” or “Residual Loss” means
any item of gain or loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of a Contributed Property or Adjusted Property, to the extent such item of gain or loss
is not allocated pursuant to Section 6.2(b)(i)(A) or Section 6.2(b)(ii)(A), respectively, to eliminate Book-Tax Disparities. 

“Restructuring Common Units” means 65,000,000 newly-issued Common Units issued to the General Partner in connection with the
transactions contemplated by the Equity Restructuring Agreement. 
 “Reuters Page LIBOR01” means the display so designated
on the Reuters 3000 Xtra (or any successor page as may replace the LIBOR01 page on that service, or such other service as may be nominated by ICE Benchmark Administration Ltd. for the purpose of displaying London interbank offered rates for U.S.
dollar deposits). 
 “Revaluation Event” means an event that results in an adjustment of the Carrying Value of each
Partnership property pursuant to Section 5.5(d). 
 “S&P” means S&P Global Ratings, a division of S&P
Global Inc. 
 “Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time
and any successor to such statute. 
 “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended,
supplemented or restated from time to time and any successor to such statute. 
 “Series A Preferred Alternative
Conversion Consideration” has the meaning set forth in Section 5.14(b)(xi)(D). 

  
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 “Series A Preferred Base Liquidation Preference” means a
liquidation preference for each Series A Preferred Unit initially equal to $1,000 per unit. 
 “Series A
Preferred Change of Control Conversion Date” has the meaning set forth in Section 5.14(b)(xi)(A). 

“Series A Preferred Change of Control Conversion Right” has the meaning set forth in
Section 5.14(b)(xi)(A). 
 “Series A Preferred Common Unit Conversion Consideration” has the
meaning set forth in Section 5.14(b)(xi)(A). 
 “Series A Preferred Conversion Common Units” means
Common Units issued upon conversion of the Series A Preferred Units pursuant to Section 5.14(b)(xi). 

“Series A Preferred Conversion Ratio” has the meaning set forth in Section 5.14(b)(xi)(C). 

“Series A Preferred Current Criteria” means the equity credit criteria of a Rating Agency for securities
such as the Series A Preferred Units, as such criteria are in effect as of the Series A Preferred Original Issue Date. 

“Series A Preferred Distribution Payment Date” means, during the Series A Preferred Fixed Rate Period, the
15th day of June and December of each year, and during the Series A Preferred Floating Rate Period, the 15th day of March, June, September and December of each year; provided, however, that if any Series A Preferred Distribution
Payment Date would otherwise occur on a day that is not a Business Day, such Series A Preferred Distribution Payment Date shall instead be on the immediately succeeding Business Day; provided further, that the first Series A
Preferred Distribution Payment Date shall be June 15, 2018. 
 “Series A Preferred Distribution
Period” means a period of time from and including the preceding Series A Preferred Distribution Payment Date (other than the initial Series A Preferred Distribution Period, which shall commence on and include the Series A
Preferred Original Issue Date), to, but excluding, the next Series A Preferred Distribution Payment Date for such Series A Preferred Distribution Period. 

“Series A Preferred Distribution Rate” means an annual rate equal to (i) during the Series A
Preferred Fixed Rate Period, 7.375% of the Series A Preferred Liquidation Preference and (ii) during the Series A Preferred Floating Rate Period, a percentage of the Series A Preferred Liquidation Preference equal to the sum of
(a) the Preferred Three-Month LIBOR, as calculated on each applicable Series A Preferred LIBOR Determination Date, and (b) 5.148%. 

“Series A Preferred Distribution Record Date” has the meaning assigned to such term in
Section 5.14(b)(ii)(B). 
 “Series A Preferred Distributions” means distributions with respect to
Series A Preferred Units pursuant to Section 5.14(b)(ii). 

  
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 “Series A Preferred Fixed Rate Period” means the period
from and including the Series A Preferred Original Issue Date to, but not including, December 15, 2022. 

“Series A Preferred Floating Rate Period” means the period from and including December 15, 2022 and
thereafter until such time as all of the Outstanding Series A Preferred Units are redeemed in accordance with Section 5.14(b)(iv) or are converted in accordance with Section 5.14(b)(xi). 

“Series A Preferred Junior Securities” means any class or series of Partnership Securities that, with
respect to distributions on such Partnership Securities and distributions upon liquidation of the Partnership, ranks junior to the Series A Preferred Units, including but not limited to Common Units, but excluding any Series A Preferred
Parity Securities and Series A Preferred Senior Securities. 
 “Series A Preferred LIBOR Determination
Date” means the London Business Day immediately preceding the first day in each relevant Series A Preferred Distribution Period. 

“Series A Preferred Liquidation Preference” means a liquidation preference for each Series A
Preferred Unit initially equal to $1,000 (subject to adjustment for any splits, combinations or similar adjustments to the Series A Preferred Units), which liquidation preference shall be subject to increase by the per Series A Preferred
Unit amount of any accumulated and unpaid Series A Preferred Distributions (whether or not such distributions shall have been declared). 

“Series A Preferred Original Issue Date” means November 20, 2017. 

“Series A Preferred Parity Securities” means the Series B Preferred Units, the Series C Preferred Units,
and any class or series of Partnership Interests established after the Series A Preferred Original Issue Date by the General Partner, the terms of which class or series expressly provide that it ranks on parity with the Series A Preferred
Units as to distributions and amounts payable upon a dissolution or liquidation pursuant to Article XII. 

“Series A Preferred Ratings Event” means a change by any Rating Agency to the Series A Preferred
Current Criteria, which change results in (i) any shortening of the length of time for which the Series A Preferred Current Criteria are scheduled to be in effect with respect to the Series A Preferred Units or (ii) a lower
Equity Credit being given to the Series A Preferred Units than the Equity Credit that would have been assigned to the Series A Preferred Units by such Rating Agency pursuant to its Series A Preferred Current Criteria. 

“Series A Preferred Redemption Date” has the meaning assigned to such term in Section 5.14(b)(iv)(A).

 “Series A Preferred Redemption Notice” has the meaning assigned to such term in
Section 5.14(b)(iv)(B). 
 “Series A Preferred Redemption Payments” means payments to be made to
the Series A Preferred Unitholders to redeem Series A Preferred Units in accordance with Section 5.14(b)(iv). 

“Series A Preferred Redemption Price” has the meaning assigned to such term in
Section 5.14(b)(iv)(A). 

  
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 “Series A Preferred Senior Securities” means any class
or series of Partnership Interests established after the Series A Preferred Original Issue Date by the General Partner, the terms of which class or series expressly provide that it ranks senior to the Series A Preferred Units as to
distributions and amounts payable upon a dissolution or liquidation pursuant to Article XII. 
 “Series A
Preferred Unit” has the meaning assigned to such term in Section 5.14(a). 
 “Series A Preferred
Unitholder” means a Record Holder of Series A Preferred Units. 
 “Series A Preferred Unit Cap” has the
meaning set forth in Section 5.14(b)(xi)(C). 
 “Series B Preferred Alternative Conversion Consideration” has the
meaning set forth in Section 5.15(b)(xi)(D). 
 “Series B Preferred Base Liquidation Preference” means a liquidation
preference for each Series B Preferred Unit initially equal to $25.00 per unit. 
 “Series B Preferred Change of Control Conversion
Date” has the meaning set forth in Section 5.15(b)(xi)(A). 
 “Series B Preferred Change of Control Conversion
Right” has the meaning set forth in Section 5.15(b)(xi)(A). 
 “Series B Preferred Common Unit Conversion
Consideration” has the meaning set forth in Section 5.15(b)(xi)(A). 
 “Series B Preferred Conversion Common
Units” means Common Units issued upon conversion of the Series B Preferred Units pursuant to Section 5.15(b)(xi). 

“Series B Preferred Conversion Ratio” has the meaning set forth in Section 5.15(b)(xi)(C). 

“Series B Preferred Current Criteria” means the equity credit criteria of a Rating Agency for securities such as the Series B
Preferred Units, as such criteria are in effect as of the Series B Preferred Original Issue Date. 
 “Series B Preferred
Distribution Payment Date” means, the 15th day of March, June, September and December of each year; provided, however, that if any Series B Preferred Distribution Payment Date would otherwise occur on a day that is not a
Business Day, such Series B Preferred Distribution Payment Date shall instead be on the immediately succeeding Business Day; provided further, that the initial Series B Preferred Distribution Payment Date shall be September 15,
2018. 
 “Series B Preferred Distribution Period” means a period of time from and including the preceding Series B
Preferred Distribution Payment Date (other than the initial Series B Preferred Distribution Period, which shall commence on and include the Series B Preferred Original Issue Date), to, but excluding, the next Series B Preferred Distribution Payment
Date for such Series B Preferred Distribution Period. 

  
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 “Series B Preferred Distribution Rate” means an annual rate equal to
(i) during the Series B Preferred Fixed Rate Period, 7.875% of the Series B Preferred Liquidation Preference and (ii) during the Series B Preferred Floating Rate Period, a percentage of the Series B Preferred Liquidation Preference equal
to the sum of (a) the Preferred Three-Month LIBOR, as calculated on each applicable Series B Preferred LIBOR Determination Date, and (b) 4.919%. 

“Series B Preferred Distribution Record Date” has the meaning assigned to such term in Section 5.15(b)(ii)(B). 

“Series B Preferred Distributions” means distributions with respect to Series B Preferred Units pursuant to
Section 5.15(b)(ii). 
 “Series B Preferred Fixed Rate Period” means the period from and including the Series B
Preferred Original Issue Date to, but not including, June 15, 2023. 
 “Series B Preferred Floating Rate Period” means
the period from and including June 15, 2023 and thereafter until such time as all of the Outstanding Series B Preferred Units are redeemed in accordance with Section 5.15(b)(iv) or are converted in accordance with Section 5.15(b)(xi).

 “Series B Preferred Junior Securities” means any class or series of Partnership Securities that, with respect to
distributions on such Partnership Securities and distributions upon liquidation of the Partnership, ranks junior to the Series B Preferred Units, including, but not limited to, Common Units, but excluding any Series B Preferred Parity Securities and
Series B Preferred Senior Securities. 
 “Series B Preferred LIBOR Determination Date” means the London Business Day
immediately preceding the first day in each relevant Series B Preferred Distribution Period. 
 “Series B Preferred Liquidation
Preference” means a liquidation preference for each Series B Preferred Unit initially equal to $25.00 (subject to adjustment for any splits, combinations or similar adjustments to the Series B Preferred Units), which liquidation preference
shall be subject to increase by the per Series B Preferred Unit amount of any accumulated and unpaid Series B Preferred Distributions (whether or not such distributions shall have been declared). 

“Series B Preferred Original Issue Date” means May 11, 2018. 

“Series B Preferred Parity Securities” means the Series A Preferred Units, the Series C Preferred Units, and any class or
series of Partnership Interests established after the Series B Preferred Original Issue Date by the General Partner, the terms of which class or series expressly provide that it ranks on parity with the Series B Preferred Units as to distributions
and amounts payable upon a dissolution or liquidation pursuant to Article XII. 
 “Series B Preferred Ratings Event”
means a change by any Rating Agency to the Series B Preferred Current Criteria, which change results in (i) any shortening of the length of time for which the Series B Preferred Current Criteria are scheduled to be in effect with respect to the
Series B Preferred Units or (ii) a lower Equity Credit being given to the Series B Preferred Units than the Equity Credit that would have been assigned to the Series B Preferred Units by such Rating Agency pursuant to its Series B Preferred
Current Criteria. 
 “Series B Preferred Redemption Date” has the meaning assigned to such term in
Section 5.15(b)(iv)(A). 

  
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 “Series B Preferred Redemption Notice” has the meaning assigned to such
term in Section 5.15(b)(iv)(B). 
 “Series B Preferred Redemption Payments” means payments to be made to the Series B
Preferred Unitholders to redeem Series B Preferred Units in accordance with Section 5.15(b)(iv). 
 “Series B Preferred
Redemption Price” has the meaning assigned to such term in Section 5.15(b)(iv)(A). 
 “Series B Preferred Senior
Securities” means any class or series of Partnership Interests established after the Series B Preferred Original Issue Date by the General Partner, the terms of which class or series expressly provide that it ranks senior to the Series B
Preferred Units as to distributions and amounts payable upon a dissolution or liquidation pursuant to Article XII. 
 “Series B
Preferred Unit” has the meaning assigned to such term in Section 5.15(a). 
 “Series B Preferred Unitholder”
means a Record Holder of Series B Preferred Units. 
 “Series B Preferred Unit Cap” has the meaning set forth in
Section 5.15(b)(xi)(C). 
 “Series C Preferred Alternative Conversion Consideration” has the meaning set forth in
Section 5.16(b)(xi)(D). 
 “Series C Preferred Base Liquidation Preference” means a liquidation preference for each
Series C Preferred Unit initially equal to $25.00 per unit. 
 “Series C Preferred Change of Control Conversion Date” has
the meaning set forth in Section 5.16(b)(xi)(A). 
 “Series C Preferred Change of Control Conversion Right” has the
meaning set forth in Section 5.16(b)(xi)(A). 
 “Series C Preferred Common Unit Conversion Consideration” has the
meaning set forth in Section 5.16(b)(xi)(A). 
 “Series C Preferred Conversion Common Units” means Common Units issued
upon conversion of the Series C Preferred Units pursuant to Section 5.16(b)(xi). 
 “Series C Preferred Conversion
Ratio” has the meaning set forth in Section 5.16(b)(xi)(C). 
 “Series C Preferred Current Criteria” means
the equity credit criteria of a Rating Agency for securities such as the Series C Preferred Units, as such criteria are in effect as of the Series C Preferred Original Issue Date. 

“Series C Preferred Distribution Payment Date” means, the 15th day of January, April, July and October of each year;
provided, however, that if any Series C Preferred Distribution Payment Date would otherwise occur on a day that is not a Business Day, such Series C Preferred Distribution Payment Date shall instead be on the immediately succeeding
Business Day; provided further, that the initial Series C Preferred Distribution Payment Date shall be January 15, 2019. 

  
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 “Series C Preferred Distribution Period” means a period of time from and
including the preceding Series C Preferred Distribution Payment Date (other than the initial Series C Preferred Distribution Period, which shall commence on and include the Series C Preferred Original Issue Date), to, but excluding, the next Series
C Preferred Distribution Payment Date for such Series C Preferred Distribution Period. 
 “Series C Preferred Distribution
Rate” means an annual rate equal to (i) during the Series C Preferred Fixed Rate Period, 7.95% of the Series C Preferred Liquidation Preference and (ii) during the Series C Preferred Floating Rate Period, a percentage of the
Series C Preferred Liquidation Preference equal to the sum of (a) the Preferred Three-Month LIBOR, as calculated on each applicable Series C Preferred LIBOR Determination Date, and (b) 4.882%. 

“Series C Preferred Distribution Record Date” has the meaning assigned to such term in Section 5.16(b)(ii)(B). 

“Series C Preferred Distributions” means distributions with respect to Series C Preferred Units pursuant to
Section 5.16(b)(ii). 
 “Series C Preferred Fixed Rate Period” means the period from and including the Series C
Preferred Original Issue Date to, but not including, October 15, 2023. 
 “Series C Preferred Floating Rate Period”
means the period from and including October 15, 2023 and thereafter until such time as all of the Outstanding Series C Preferred Units are redeemed in accordance with Section 5.16(b)(iv) or are converted in accordance with
Section 5.16(b)(xi). 
 “Series C Preferred Junior Securities” means any class or series of Partnership Securities
that, with respect to distributions on such Partnership Securities and distributions upon liquidation of the Partnership, ranks junior to the Series C Preferred Units, including, but not limited to, Common Units, but excluding any Series C Preferred
Parity Securities and Series C Preferred Senior Securities. 
 “Series C Preferred LIBOR Determination Date” means the
London Business Day immediately preceding the first day in each relevant Series C Preferred Distribution Period. 
 “Series C
Preferred Liquidation Preference” means a liquidation preference for each Series C Preferred Unit initially equal to $25.00 (subject to adjustment for any splits, combinations or similar adjustments to the Series C Preferred Units), which
liquidation preference shall be subject to increase by the per Series C Preferred Unit amount of any accumulated and unpaid Series C Preferred Distributions (whether or not such distributions shall have been declared). 

“Series C Preferred Original Issue Date” means October 4, 2018. 

“Series C Preferred Parity Securities” means the Series A Preferred Units, the Series B Preferred Units, and any class or
series of Partnership Interests established after the Series C Preferred Original Issue Date by the General Partner, the terms of which class or series expressly provide that it ranks on parity with the Series C Preferred Units as to distributions
and amounts payable upon a dissolution or liquidation pursuant to Article XII. 

  
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 “Series C Preferred Ratings Event” means a change by any Rating Agency to
the Series C Preferred Current Criteria, which change results in (i) any shortening of the length of time for which the Series C Preferred Current Criteria are scheduled to be in effect with respect to the Series C Preferred Units or
(ii) a lower Equity Credit being given to the Series C Preferred Units than the Equity Credit that would have been assigned to the Series C Preferred Units by such Rating Agency pursuant to its Series C Preferred Current Criteria. 

“Series C Preferred Redemption Date” has the meaning assigned to such term in Section 5.16(b)(iv)(A). 

“Series C Preferred Redemption Notice” has the meaning assigned to such term in Section 5.16(b)(iv)(B). 

“Series C Preferred Redemption Payments” means payments to be made to the Series C Preferred Unitholders to redeem Series C
Preferred Units in accordance with Section 5.16(b)(iv). 
 “Series C Preferred Redemption Price” has the meaning
assigned to such term in Section 5.16(b)(iv)(A). 
 “Series C Preferred Senior Securities” means any class or series
of Partnership Interests established after the Series C Preferred Original Issue Date by the General Partner, the terms of which class or series expressly provide that it ranks senior to the Series C Preferred Units as to distributions and amounts
payable upon a dissolution or liquidation pursuant to Article XII. 
 “Series C Preferred Unit” has the meaning
assigned to such term in Section 5.16(a). 
 “Series C Preferred Unitholder” means a Record Holder of Series C
Preferred Units. 
 “Series C Preferred Unit Cap” has the meaning set forth in Section 5.16(b)(xi)(C). 

“Special Approval” means approval by a majority of the members of the Special Committee. 

“Special Committee” means a committee of the Board of Directors of the General Partner composed entirely of two or more
directors, each of whom (a) is not a security holder, officer or employee of the General Partner, (b) is not an officer, director or employee of any Affiliate of the General Partner, (c) is not a holder of any ownership interest in
the Partnership Group other than Common Units, Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units and (d) meets the independence standards required of directors who serve on an audit committee of a board of
directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading. 

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares
entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but
only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the 

  
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partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or
(c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority
ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person. 

“Surviving Business Entity” has the meaning assigned to such term in Section 14.2(b). 

“Trading Day” has the meaning assigned to such term in Section 15.1(a). 

“Transfer” has the meaning assigned to such term in Section 4.4(a). 

“Transfer Agent” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as
shall be appointed from time to time by the General Partner to act as registrar and transfer agent for any class of Partnership Securities; provided, that if no Transfer Agent is specifically designated for any class of Partnership
Securities, the General Partner shall act in such capacity. The Transfer Agent and registrar for the Series A Preferred Units, the Series B Preferred Units, and the Series C Preferred Units shall be American Stock Transfer & Trust
Company, LLC, a New York limited liability trust company, and its successors and assigns, or any other transfer agent and registrar appointed by the General Partner for the Series A Preferred Units, the Series B Preferred Units, and the Series
C Preferred Units. 
 “Underwriter” means each Person named as an underwriter in Schedule I to the Underwriting Agreement
who purchases Common Units pursuant thereto. 
 “Underwriting Agreement” means that certain Underwriting Agreement dated as
of December 1, 2005 among the Underwriters, HoldCo, the Partnership, the General Partner, the Operating Partnership, and other parties thereto, providing for the purchase of Common Units by the Underwriters. 

“Unit” means a Partnership Security that is designated as a “Unit” and shall include Common Units, Series A
Preferred Units, Series B Preferred Units, and Series C Preferred Units, but shall not include the General Partner Interest. 

“Unit Majority” means at least a majority of the Outstanding Common Units, voting as a class, but excluding the Series A
Preferred Units, the Series B Preferred Units, and the Series C Preferred Units. 
 “Unitholders” means the holders of
Units. 
 “Unrealized Gain” attributable to any item of Partnership property means, as of any date of determination, the
excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to
Section 5.5(d) as of such date). 
 “Unrealized Loss” attributable to any item of Partnership property means, as of
any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair market value of such property
as of such date (as determined under Section 5.5(d)). 

  
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 “U.S. GAAP” means United States generally accepted accounting principles
consistently applied. 
 “Withdrawal Opinion of Counsel” has the meaning assigned to such term in Section 11.1(b).

 Section 1.2 Construction. 

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include”,
“includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof”, “herein” or “hereunder” refer to this
Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. 
 ARTICLE II 

ORGANIZATION 
 Section 2.1
Formation. 
 The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited
partnership pursuant to the provisions of the Delaware Act. The General Partner and the Limited Partners previously entered into the Fourth Amended and Restated Partnership Agreement, and the General Partner hereby amends and restates the Fourth
Amended and Restated Partnership Agreement in its entirety. In accordance with Section 2.2 of the Equity Restructuring Agreement, this Agreement shall be effective concurrently with the Closing (as defined in the Equity Restructuring
Agreement). Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be
governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes. 
 Section 2.2
Name. 
 The name of the Partnership shall be “DCP Midstream, LP.” The Partnership’s business may be conducted under
any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the
Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited
Partners of such change in the next regular communication to the Limited Partners. 
 Section 2.3 Registered Office; Registered Agent; Principal
Office; Other Offices. 
 Unless and until changed by the General Partner, the registered office of the Partnership in the State of
Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal
office of the Partnership shall be located at 370 17th 

  
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Street, Suite 2500, Denver, Colorado 80202, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at
such other place or places within or outside the State of Delaware as the General Partner shall determine necessary or appropriate. The address of the General Partner shall be 370 17th Street, Suite 2500, Denver, Colorado 80202, or such other place
as the General Partner may from time to time designate by notice to the Limited Partners. 
 Section 2.4 Purpose and Business. 

The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold
and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner and that lawfully may be conducted by a limited
partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything
necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any
business activity that the General Partner determines would cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the fullest extent permitted by law, the
General Partner shall have no duty or obligation to propose or approve, and may decline to propose or approve, the conduct by the Partnership of any business free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited
Partner and, in declining to so propose or approve, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act
or any other law, rule or regulation or at equity. 
 Section 2.5 Powers. 

The Partnership shall be empowered to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the
purposes and business described in Section 2.4 and for the protection and benefit of the Partnership. 
 Section 2.6 Power of Attorney.

 (a) Each Limited Partner hereby constitutes and appoints the General Partner and, if a Liquidator shall have been selected pursuant to
Section 12.3, the Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized officers and
attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and
attorney-in-fact, with full power and authority in his name, place and stead, to: 

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents, and other
instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify, or continue
the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business
or own property; (B) all certificates, documents, and other instruments that the General 

  
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Partner or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification, or restatement of this Agreement; (C) all
certificates, documents, and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator determines to be necessary or appropriate to reflect the dissolution and liquidation of the
Partnership pursuant to the terms of this Agreement; (D) all certificates, documents, and other instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in,
Article IV, Article X, Article XI, or Article XII; (E) all certificates, documents, and other instruments relating to the determination of the rights, preferences, and privileges of any class or series of Partnership
Securities issued pursuant to Section 5.6; and (F) all certificates, documents, and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation, or conversion of the Partnership pursuant to
Article XIV; and 
 (ii) execute, swear to, acknowledge, deliver, file, and record all ballots, consents, approvals, waivers,
certificates, documents, and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is
made or given by the Partners hereunder or is consistent with the terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when required by Section 13.3 or any other provision of this Agreement
that establishes a percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only
after the necessary vote, consent, or approval of the Limited Partners or of the Limited Partners of such class or series, as applicable. 
 Nothing
contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. 

(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to
the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy, or termination of any Limited Partner and the transfer of all or any portion of such Limited Partner’s
Partnership Interest and shall extend to such Limited Partner’s heirs, successors, assigns, and personal representatives. Each such Limited Partner hereby agrees to be bound by any representation made by the General Partner or the Liquidator
acting in good faith pursuant to such power of attorney; and each such Limited Partner, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate, or disaffirm the action of the General
Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation,
powers of attorney, and other instruments as the General Partner or the Liquidator may request in order to effectuate this Agreement and the purposes of the Partnership. 

Section 2.7 Term. 
 The term
of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of
Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act. 

  
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 Section 2.8 Title to Partnership Assets. 

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the
Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership,
the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General
Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided,
however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of
record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the
General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets
shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held. 

ARTICLE III 
 RIGHTS
OF LIMITED PARTNERS 
 Section 3.1 Limitation of Liability. 

The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act. 

Section 3.2 Management of Business. 

No Limited Partner, in its capacity as such, shall participate in the operation, management, or control (within the meaning of the Delaware
Act) of the Partnership’s business, transact any business in the Partnership’s name, or have the power to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer,
director, employee, manager, member, general partner, agent, or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent, or trustee of a Group Member, in its capacity as
such, shall not be deemed to be participation in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and
shall not affect, impair, or eliminate the limitations on the liability of the Limited Partners under this Agreement. 

  
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 Section 3.3 Outside Activities of the Limited Partners. 

Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether
such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in
direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner. 

Section 3.4 Rights of Limited Partners. 

(a) In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited
Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand, and at such Limited Partner’s own
expense: 
 (i) to obtain true and full information regarding the status of the business and financial condition of the Partnership; 

(ii) promptly after it becomes available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each
year; 
 (iii) to obtain a current list of the name and last known business, residence, or mailing address of each Partner; 

(iv) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of the
executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership, and all amendments thereto have been executed; 

(v) to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other
Capital Contribution by each Partner and that each Partner has agreed to contribute in the future, and the date on which each became a Partner; and 

(vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable. 

(b) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner deems reasonable,
(i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner in good faith believes (A) is not in the best interests of the
Partnership Group, (B) could damage the Partnership Group or its business, or (C) that any Group Member is required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership
the primary purpose of which is to circumvent the obligations set forth in this Section 3.4). 

  
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 ARTICLE IV 

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; 

REDEMPTION OF PARTNERSHIP INTERESTS 

Section 4.1 Certificates. 
 Subject
to Section 5.14(b)(i)(B) with respect to Series A Preferred Units, Section 5.15(b)(i)(B) with respect to Series B Preferred Units, and Section 5.16(b)(i)(B) with respect to Series C Preferred Units, upon the Partnership’s
issuance of Common Units, Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units to any Person, the Partnership shall issue, upon the request of such Person, one or more Certificates in the name of such Person
evidencing the number of such Units being so issued. In addition, upon the request of any Person owning any other Partnership Securities other than Common Units, Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units,
the Partnership shall issue to such Person one or more certificates evidencing such other Partnership Securities other than Common Units, Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units. Certificates shall be
executed on behalf of the Partnership by the Chairman of the Board, President, or any Group Vice President, Senior Vice President, or Vice President and the Secretary or any Assistant Secretary of the General Partner. No Certificate shall be valid
for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the General Partner elects to issue Units in global form, the Certificates shall be valid upon receipt of a certificate from the Transfer Agent
certifying that the Units have been duly registered in accordance with the directions of the Partnership. The Partners holding Certificates evidencing Series A Preferred Units may exchange such Certificates for Certificates evidencing Common
Units on or after the Series A Preferred Change of Control Conversion Date pursuant to the terms of Section 5.14, the Partners holding Certificates evidencing Series B Preferred Units may exchange such Certificates for Certificates evidencing
Common Units on or after the Series B Preferred Change of Control Conversion Date pursuant to the terms of Section 5.15, and the Partners holding Certificates evidencing Series C Preferred Units may exchange such Certificates for Certificates
evidencing Common Units on or after the Series C Preferred Change of Control Conversion Date pursuant to the terms of Section 5.16. 
 Section 4.2
Mutilated, Destroyed, Lost or Stolen Certificates. 
 (a) If any mutilated Certificate is surrendered to the Transfer Agent (for
Common Units) or the General Partner (for Partnership Securities other than Common Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or the General Partner
(for Partnership Securities other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Securities as the Certificate so surrendered. 

(b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common
Units) shall countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: 
 (i)
makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed, or stolen; 

  
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 (ii) requests the issuance of a new Certificate before the General Partner has notice that
the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; 
 (iii) if requested by
the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the
Partners, the General Partner, and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction, or theft of the Certificate; and 

(iv) satisfies any other reasonable requirements imposed by the General Partner. 

If a Limited Partner fails to notify the General Partner within a reasonable period of time after he has notice of the loss, destruction, or
theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner shall be precluded
from making any claim against the Partnership, the General Partner, or the Transfer Agent for such transfer or for a new Certificate. 
 (c)
As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith. 
 Section 4.3 Record Holders. 

The Partnership shall be entitled to recognize the Record Holder as the Partner with respect to any Partnership Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided
by law or any applicable rule, regulation, guideline, or requirement of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer,
bank, or trust company, or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, as between the
Partnership on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Partnership Interest. 

Section 4.4 Transfer Generally. 

(a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a
transaction (i) by which the General Partner assigns its General Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or
(ii) by which the holder of a Limited Partner Interest assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner, and includes a sale, assignment, gift, exchange, or any other disposition by law or otherwise,
including any transfer upon foreclosure of any pledge, encumbrance, hypothecation, or mortgage. 

  
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 (b) No Partnership Interest shall be transferred, in whole or in part, except in accordance
with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be null and void. 

(c) Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner, or other owner of the
General Partner of any or all of the shares of stock, membership interests, partnership interests, or other ownership interests in the General Partner. 

Section 4.5 Registration and Transfer of Limited Partner Interests. 

(a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable
regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests. The Transfer Agent is hereby appointed registrar and transfer agent
for the purpose of registering Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates evidencing Limited Partner Interests unless such transfers are effected in the manner
described in this Section 4.5. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions of Section 4.5(b), the appropriate officers of the
General Partner on behalf of the Partnership shall execute and deliver, and in the case of Common Units, Series A Preferred Units, Series B Preferred Units, and Series C Preferred Units, the Transfer Agent shall countersign and deliver, in the name
of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the
Certificate so surrendered. 
 (b) Except as otherwise provided in Section 4.9, the General Partner shall not recognize any transfer of
Limited Partner Interests until the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, that as a condition to the
issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. 

(c) Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.8,
(iv) with respect to any class or series of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any
Limited Partner, and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests shall be freely transferable. 

(d) The General Partner and its Affiliates shall have the right at any time to transfer their Common Units to one or more Persons. 

Section 4.6 Transfer of the General Partner’s General Partner Interest. 

(a) [Reserved.] 
 (b) Subject to
Section 4.6(c) below, the General Partner may transfer all or any of its General Partner Interest without Unitholder approval. 

  
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 (c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of
all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this
Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner under the Delaware Act or cause the Partnership to be treated as an association taxable
as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed), and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of
the partnership or membership interest of the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or
successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the General Partner immediately prior to the transfer of the General Partner Interest, and the business of the
Partnership shall continue without dissolution. 
 Section 4.7 [Reserved.] 

Section 4.8 Restrictions on Transfers. 

(a) Notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer
would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the
existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income
tax purposes (to the extent not already so treated or taxed). 
 (b) The General Partner may impose restrictions on the transfer of
Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax
purposes. The General Partner may impose such restrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the
principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited
Partner Interests of such class. 
 (c) [Reserved.] 

(d) [Reserved.] 
 (e) Nothing
contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership
Interests are listed or admitted to trading. 

  
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 (f) Each certificate evidencing Partnership Interests shall bear a conspicuous legend in
substantially the following form: 
 THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, LP THAT THIS SECURITY MAY NOT
BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE DCP MIDSTREAM, LP TO BE TREATED AS
AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DCP MIDSTREAM GP, LP, THE GENERAL PARTNER OF DCP MIDSTREAM, LP, MAY IMPOSE ADDITIONAL
RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR
FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR
ADMITTED TO TRADING. 
 Section 4.9 Citizenship Certificates; Non-citizen Assignees. 

(a) If any Group Member is or becomes subject to any federal, state, or local law or regulation that the General Partner determines would
create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner, the General Partner may request any Limited Partner
to furnish to the General Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship, or other related status (or, if the Limited Partner is a
nominee holding for the account of another Person, the nationality, citizenship, or other related status of such Person) as the General Partner may request. If a Limited Partner fails to furnish to the General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information or if, upon receipt of such Citizenship Certification or other requested information, the General Partner determines that a Limited Partner
is not an Eligible Citizen, the Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner may require that the status of any such
Limited Partner be changed to that of a Non-citizen Assignee and, thereupon, the General Partner shall be substituted for such Non-citizen Assignee as the Limited
Partner in respect of the Non-citizen Assignee’s Limited Partner Interests. 
 (b) The General
Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Non-citizen Assignees, distribute the votes in the same ratios as the votes of Partners (including the
General Partner) in respect of Limited Partner Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter. 

  
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 (c) Upon dissolution of the Partnership, a
Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange
for an assignment of the Non-citizen Assignee’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Non-citizen Assignee of his Limited Partner Interest (representing his right to receive his share of such distribution in kind). 

(d) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen
Assignee may, upon application to the General Partner, request that with respect to any Limited Partner Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.10, such Non-citizen Assignee be admitted as a Limited Partner, and upon approval of the General Partner, such Non-citizen Assignee shall be admitted as a Limited Partner and shall no
longer constitute a Non-citizen Assignee, and the General Partner shall cease to be deemed to be the Limited Partner in respect of the Non-citizen Assignee’s
Limited Partner Interests. 
 Section 4.10 Redemption of Partnership Interests of Non-citizen Assignees.

 (a) If at any time a Limited Partner fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner is not an
Eligible Citizen, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible
Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows: 

(i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited
Partner, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable
Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certificate evidencing the Redeemable Interests, and that on and after the date fixed for redemption no further
allocations or distributions to which the Limited Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made. 

(ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination
of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall
be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually, and payable in three equal annual
installments of principal together with accrued interest, commencing one year after the redemption date. 
 (iii) Upon surrender by or on
behalf of the Limited Partner, at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, the Limited Partner or his duly
authorized representative shall be entitled to receive the payment therefor. 

  
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 (iv) After the redemption date, Redeemable Interests shall no longer constitute issued and
Outstanding Limited Partner Interests. 
 (b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests
held by a Limited Partner as nominee of a Person determined to be other than an Eligible Citizen. 
 (c) Nothing in this Section 4.10
shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General
Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner that he is an Eligible Citizen. If the transferee fails to make such certification,
such redemption shall be effected from the transferee on the original redemption date. 
 ARTICLE V 

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS 

Section 5.1 Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights. Immediately prior to the effectiveness
of this Agreement, the General Partner was the sole owner of the Incentive Distribution Rights and the General Partner Interest (as defined in the Fourth Amended and Restated Partnership Agreement), which was evidenced by General Partner Units.
Pursuant to this Agreement and the Equity Restructuring Agreement, and effective upon the effectiveness of this Agreement, (a) the General Partner Interest (as defined in the Fourth Amended and Restated Partnership Agreement) that existed
immediately prior to the effectiveness of this Agreement is hereby converted into the non-economic General Partner Interest having the rights and obligations specified for the General Partner Interest in this
Agreement, (b) the General Partner Units and the Incentive Distribution Rights, all of which are held by the General Partner, are hereby cancelled and converted into the Restructuring Common Units, (c) the General Partner hereby continues
as the sole general partner of the Partnership, and (d) the Partnership is hereby continued without dissolution. 
 Section 5.2 [Reserved.] 

Section 5.3 [Reserved.] 
 Section 5.4 Interest and
Withdrawal. 
 No interest shall be paid by the Partnership on Capital Contributions. No Partner or Assignee shall be entitled to the
withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Partnership may be considered as such by law and then only to the extent provided for in
this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partner or Assignee either as to the return of Capital Contributions or as to profits, losses, or distributions. Any such return
shall be a compromise to which all Partners agree within the meaning of Section 17-502(b) of the Delaware Act. 

  
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 Section 5.5 Capital Accounts. 

(a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the
nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to
such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). The initial Capital Account attributable to a Series A Preferred Unit shall be the Series A
Preferred Liquidation Preference for such Unit, irrespective of the amount paid by such holder for such Unit, and any amount paid for a Series A Preferred Unit in excess of the Series A Preferred Liquidation Preference for such Unit shall be
considered income of the Partnership. The initial Capital Account attributable to a Series B Preferred Unit shall be the Series B Preferred Liquidation Preference for such Unit, irrespective of the amount paid by such holder for such Unit, and any
amount paid for a Series B Preferred Unit in excess of the Series B Preferred Liquidation Preference for such Unit shall be considered income of the Partnership. The initial Capital Account attributable to a Series C Preferred Unit shall be the
Series C Preferred Liquidation Preference for such Unit, irrespective of the amount paid by such holder for such Unit, and any amount paid for a Series C Preferred Unit in excess of the Series C Preferred Liquidation Preference for such Unit shall
be considered income of the Partnership. The Capital Account attributable to any Partnership Interest shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and
(ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by
(x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest (provided that the Capital Account of a Series A Preferred Unitholder shall not be reduced by
any Series A Preferred Distributions it receives, the Capital Account of a Series B Preferred Unitholder shall not be reduced by any Series B Preferred Distributions it receives, and the Capital Account of a Series C Preferred Unitholder shall not
be reduced by any Series C Preferred Distributions it receives) and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to
Section 6.1. 
 (b) For purposes of computing the amount of any item of income, gain, loss or deduction which is to be allocated
pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition, and classification of any such item shall be the same as its determination, recognition and classification for federal income
tax purposes (including any method of depreciation, cost recovery, or amortization used for that purpose), provided, that: 
 (i)
Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable Group Member Agreement or governing,
organizational, or similar documents) of all property owned by any other Group Member that is classified as a partnership for federal income tax purposes and (y) any other partnership, limited liability company, unincorporated business, or
other entity classified as a partnership for federal income tax purposes of which a Group Member is, directly or indirectly, a partner. 

(ii) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be
deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners
pursuant to Section 6.1. 

  
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 (iii) Except as otherwise provided in Treasury Regulation
Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the
Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal
income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation
Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss. 

(iv) Any income, gain, or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted
basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date. 

(v) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery, or amortization
attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d)
to the Carrying Value of any Partnership property subject to depreciation, cost recovery, or amortization, any further deductions for such depreciation, cost recovery, or amortization attributable to such property shall be determined as if the
adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment. 
 (vi) If the
Partnership’s adjusted basis in a depreciable or cost recovery property is reduced for federal income tax purposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction shall, solely for purposes hereof, be
deemed to be an additional depreciation or cost recovery deduction in the year such property is placed in service and shall be allocated among the Partners pursuant to Section 6.1. Any restoration of such basis pursuant to Section 48(q)(2)
of the Code shall, to the extent possible, be allocated in the same manner to the Partners to whom such deemed deduction was allocated. 

(c) A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the
Partnership Interest so transferred. 
 (d) 

(i) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of
additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services, the issuance of Restructuring Common Units, or the issuance of a Noncompensatory Option
(including the conversion of a Series A Preferred Unit in accordance with Section 5.14(b)(xi), the conversion of a Series B Preferred Unit in accordance with Section 5.15(b)(xi), and the conversion of a Series C Preferred Unit in
accordance with Section 5.16(b)(xi)), the Capital Accounts of all Partners and the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized
Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been
allocated to the Partners at such time pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated;
provided, however, 

  
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that in the event of the issuance of a Partnership Interest pursuant to the exercise of a Noncompensatory Option where the right to share in Partnership capital represented by such Partnership
Interest differs from the consideration paid to acquire and exercise such option, the Carrying Value of each Partnership property immediately after the issuance of such Partnership Interest shall be adjusted upward or downward to reflect any
Unrealized Gain or Unrealized Loss attributable to such Partnership property and the Capital Accounts of the Partners shall be adjusted in a manner consistent with Treasury Regulation
Section 1.704-1(b)(2)(iv)(s); provided further, however, that in the event of an issuance of Partnership Interests for a de minimis amount of cash or Contributed Property, in the event of an
issuance of a Noncompensatory Option to acquire a de minimis Partnership Interest, or in the event of an issuance of a de minimis amount of Partnership Interests as consideration for the provision of services, the General Partner may determine
that such adjustments are unnecessary for the proper administration of the Partnership. If, upon the occurrence of a Revaluation Event described in this Section 5.5(d), a Noncompensatory Option of the Partnership is outstanding, the Partnership
shall adjust the Carrying Value of each Partnership property in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2). In
determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including, without limitation, cash or cash equivalents) immediately prior to the issuance of additional Partnership
Interests (or, in the case of a Revaluation Event resulting from the exercise of a Noncompensatory Option, immediately after the issuance of the Partnership Interest acquired pursuant to the exercise of such Noncompensatory Option if required
pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(1)) shall be determined by the General Partner using such method of valuation as it may adopt; provided, however, that the General
Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time. The General Partner shall allocate such aggregate value among the assets of the Partnership (in
such manner as it determines in its discretion to be reasonable) to arrive at a fair market value for individual properties. 
 (ii) In
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner of any Partnership property (other than a distribution of cash that is
not in redemption or retirement of a Partnership Interest), the Capital Accounts of all Partners and the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable
to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value, and had been allocated to
the Partners, at such time, pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such
Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not
made pursuant to Section 12.4 or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to
Section 12.4, be determined and allocated by the Liquidator using such method of valuation as it may adopt. 
 Section 5.6 Issuances of
Additional Partnership Securities. 
 (a) Subject to Section 5.6(d), subject to any approvals required by Series A Preferred
Unitholders pursuant to Section 5.14(b)(iii)(B) and Section 5.14(b)(iii)(C), subject to any approvals required by Series B Preferred Unitholders pursuant to Section 5.15(b)(iii)(B) and Section 5.15(b)(iii)(C), and subject to any
approvals required by Series C Preferred Unitholders pursuant to Section 5.16(b)(iii)(B) 

  
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and Section 5.16(b)(iii)(C), the Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any
Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners. 

(b) Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or
more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner,
including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and
the terms and conditions upon which, the Partnership may redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or
exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security;
and (viii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security. 

(c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of
Partnership Securities and options, rights, warrants, and appreciation rights relating to Partnership Securities pursuant to this Section 5.6, (ii) reflecting admission of such additional Limited Partners in the books and records of the
Partnership as the Record Holder of such Limited Partner Interest, and (iii) all additional issuances of Partnership Securities. The General Partner shall determine the relative rights, powers, and duties of the holders of the Units or other
Partnership Securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future
issuance of Partnership Securities, including compliance with any statute, rule, regulation, or guideline of any federal, state, or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are
listed or admitted to trading. 
 (d) No fractional Units shall be issued by the Partnership. 

Section 5.7 [Reserved.] 
 Section 5.8 Limited
Preemptive Right. 
 Except as provided in this Section 5.8, no Person shall have any preemptive, preferential, or other similar
right with respect to the issuance of any Partnership Security, whether unissued, held in the treasury, or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its
Affiliates, to purchase Partnership Securities from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain
the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Securities. 

  
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 Section 5.9 Splits and Combinations. 

(a) Subject to Section 5.9(d), the Partnership may make a Pro Rata distribution of Partnership Securities (other than a distribution of
Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units) to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same
Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including those based on the Series A Preferred Liquidation Preference, the Series B Preferred Liquidation Preference, or the Series C
Preferred Liquidation Preference) stated as a number of Units, are proportionately adjusted. 
 (b) Whenever such a distribution,
subdivision, or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision, or combination shall be effective and shall send notice thereof at least 20 days prior to
such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities
to be held by each Record Holder after giving effect to such distribution, subdivision, or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such
calculation. 
 (c) Promptly following any such distribution, subdivision, or combination, the Partnership may issue Certificates to the
Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures that it determines to be necessary or
appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, the
surrender of any Certificate held by such Record Holder immediately prior to such Record Date. 
 (d) The Partnership shall not issue
fractional Units upon any distribution, subdivision, or combination of Units. If a distribution, subdivision, or combination of Units would result in the issuance of fractional Units but for the provisions of this Section 5.9(d), each
fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit). 
 Section 5.10 Fully Paid and
Non-Assessable Nature of Limited Partner Interests. 
 All Limited Partner Interests issued
pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such
non-assessability may be affected by Section 17-607 of the Delaware Act. 

Section 5.11 [Reserved.] 
 Section 5.12 [Reserved.]

 Section 5.13 [Reserved.] 

  
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 Section 5.14 Establishment of Terms of Series A Preferred Units. 

(a) General. The Partnership has previously designated and created a series of Units, designated as “7.375% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units” (the “Series A Preferred Units”), having the preferences, rights, powers,
and duties set forth herein, including this Section 5.14. Each Series A Preferred Unit shall be identical in all respects to every other Series A Preferred Unit, except as to the respective dates from which the Series A Preferred
Liquidation Preference shall increase or from which Series A Preferred Distributions may begin accruing, to the extent such dates may differ. The Series A Preferred Units represent perpetual equity interests in the Partnership and, except
as set forth in Section 5.14(b)(iv) and Section 5.14(b)(xi), shall not give rise to a claim by the Partnership or a Series A Preferred Unitholder for redemption or conversion thereof, as applicable, at a particular date. 

(b) Rights of Series A Preferred Units. The Series A Preferred Units shall have the following rights, preferences, and privileges
and shall be subject to the following duties and obligations: 
 (i) Series A Preferred Units. 

(A) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise
acquired by the Partnership shall be cancelled. 
 (B) The Series A Preferred Units shall be represented by one or more global
Certificates registered in the name of the Depositary or its nominee, and no Series A Preferred Unitholder shall be entitled to receive a definitive Certificate evidencing its Series A Preferred Units, unless otherwise required by law or
the Depositary gives notice of its intention to resign or is no longer eligible to act as such with respect to the Series A Preferred Units and the Partnership shall have not selected a substitute Depositary within sixty (60) calendar days
thereafter. So long as the Depositary shall have been appointed and is serving with respect to the Series A Preferred Units, payments and communications made by the Partnership to Series A Preferred Unitholders shall be made by making
payments to, and communicating with, the Depositary. 
 (ii) Distributions. 

(A) Distributions on each Outstanding Series A Preferred Unit shall be cumulative and compounding and shall accumulate at the applicable
Series A Preferred Distribution Rate from and including the Series A Preferred Original Issue Date (or, for any subsequently issued and newly Outstanding Series A Preferred Units, from and including the Series A Preferred
Distribution Payment Date immediately preceding the issue date of such Series A Preferred Units) until such time as the Partnership pays the Series A Preferred Distribution or redeems such Series A Preferred Unit in accordance with
Section 5.14(b)(iv) or such Series A Preferred Unit is converted in accordance with Section 5.14(b)(xi), whether or not such Series A Preferred Distributions shall have been declared. Series A Preferred Unitholders shall be
entitled to receive Series A Preferred Distributions from time to time out of any assets of the Partnership legally available for the payment of distributions at the Series A Preferred Distribution Rate per Series A Preferred Unit
when, as, and if declared by the General Partner, prior to any other distributions made in respect of any other Units pursuant to Section 6.3. Series A Preferred Distributions, to the extent declared by the General Partner to be paid by
the Partnership in accordance with this Section 5.14(b)(ii), shall be paid, in arrears, on each Series A Preferred Distribution Payment Date. Series A Preferred Distributions shall accumulate in each Series A Preferred
Distribution Period from and including the preceding Series A Preferred Distribution Payment Date (other than the initial Series A Preferred Distribution Period, which shall commence on and include the Series A Preferred Original
Issue Date), to, but not including, the next Series A Preferred Distribution Payment 

  
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Date for such Series A Preferred Distribution Period; provided that distributions shall accrue on accumulated but unpaid Series A Preferred Distributions at the Series A
Preferred Distribution Rate. If any Series A Preferred Distribution Payment Date otherwise would occur on a date that is not a Business Day, declared Series A Preferred Distributions shall be paid on the immediately succeeding Business Day
without the accumulation of additional distributions. During the Series A Preferred Fixed Rate Period, Series A Preferred Distributions shall be payable based on a 360-day year consisting of twelve 30-day months. During the Series A Preferred Floating Rate Period, Series A Preferred Distributions shall be computed by multiplying the Series A Preferred Distribution Rate by a fraction, the
numerator of which will be the actual number of days elapsed during that Series A Preferred Distribution Period (determined by including the first day of such Series A Preferred Distribution Period and excluding the last day, which is the
Series A Preferred Distribution Payment Date), and the denominator of which will be 360, and by multiplying the result by the aggregate Series A Preferred Liquidation Preference of all Outstanding Series A Preferred Units. All
Series A Preferred Distributions accrued by the Partnership pursuant to this Section 5.14(b)(ii) shall be payable without regard to income of the Partnership and shall be treated for federal income tax purposes as guaranteed payments for
the use of capital under Section 707(c) of the Code, includable in ordinary income of a Series A Preferred Unitholder in its taxable year in which the Partnership deducts such payments as accrued. The guaranteed payment with respect to any
Series A Preferred Distribution Period shall be for the account of the holders of Series A Preferred Units as of the applicable Series A Preferred Distribution Record Date. 

(B) Not later than 5:00 p.m., New York City time, on each Series A Preferred Distribution Payment Date, the Partnership shall pay those
Series A Preferred Distributions, if any, that shall have been declared by the General Partner to Series A Preferred Unitholders on the Record Date for the applicable Series A Preferred Distribution. The Record Date (the
“Series A Preferred Distribution Record Date”) for the payment of any Series A Preferred Distributions shall be as of the close of business on the first Business Day of the month of the
applicable Series A Preferred Distribution Payment Date, except that in the case of payments of Series A Preferred Distributions in Arrears, the Series A Preferred Distribution Record Date with respect to a Series A Preferred
Distribution Payment Date shall be such date as may be designated by the General Partner in accordance with this Section 5.14(b)(ii)(B). So long as any Series A Preferred Units are Outstanding, no distribution shall be declared or paid or
set aside for payment on any Series A Preferred Junior Securities (other than a distribution payable solely in Series A Preferred Junior Securities) unless full cumulative Series A Preferred Distributions have been or
contemporaneously are being paid or set apart for payment on all Outstanding Series A Preferred Units (and distributions on any other Series A Preferred Parity Securities) through the most recent respective Series A Preferred
Distribution Payment Date (and distribution payment date with respect to such Series A Preferred Parity Securities, if any). Accumulated Series A Preferred Distributions in Arrears for any past Series A Preferred Distribution Period
may be declared by the General Partner and paid on any date fixed by the General Partner, whether or not a Series A Preferred Distribution Payment Date, to Series A Preferred Unitholders on the Record Date for such payment, which may not
be less than 10 days before such payment date. Subject to the next succeeding sentence, if all accumulated Series A Preferred Distributions in Arrears on all Outstanding Series A Preferred Units and all accumulated distributions in arrears
on any Series A Preferred Parity Securities shall not have been declared and paid, or if sufficient funds for the payment thereof shall not have been set apart, payment of accumulated distributions in Arrears on the Series A Preferred
Units and accumulated distributions in arrears on any such Series A Preferred Parity Securities shall be made in order of their respective distribution payment dates, commencing with the earliest distribution payment date. If less than all
distributions payable with respect 

  
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to all Series A Preferred Units and any other Series A Preferred Parity Securities are paid, any partial payment shall be made Pro Rata with respect to the Series A Preferred Units
and any such other Series A Preferred Parity Securities entitled to a distribution payment at such time in proportion to the aggregate distribution amounts remaining due in respect of such Series A Preferred Units and such other
Series A Preferred Parity Securities at such time. Subject to Section 12.4 and Section 5.14(b)(iv), Series A Preferred Unitholders shall not be entitled to any distribution, whether payable in cash, property or Partnership
Securities, in excess of full cumulative Series A Preferred Distributions. Except insofar as distributions accrue on the amount of any accumulated and unpaid Series A Preferred Distributions as described in Section 5.14(b)(ii)(A), no
interest or sum of money in lieu of interest shall be payable in respect of any distribution payment which may be in Arrears on the Series A Preferred Units. So long as the Series A Preferred Units are held of record by the Depositary or
its nominee, declared Series A Preferred Distributions shall be paid to the Depositary in same-day funds on each Series A Preferred Distribution Payment Date or other distribution payment date in the
case of payments for Series A Preferred Distributions in Arrears. 
 (C) The “Preferred Three-Month LIBOR” for
each Series A Preferred Distribution Period during the Series A Preferred Floating Rate Period shall be determined by the Calculation Agent, as of the applicable Series A Preferred LIBOR Determination Date, in accordance with the
following provisions: 
 (1) The Preferred Three-Month LIBOR shall be the rate (expressed as a percentage per year) for deposits in U.S.
dollars in amounts of at least $1,000,000 for a three-month period commencing on the first day of such Series A Preferred Distribution Period that appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the Series A Preferred
LIBOR Determination Date. 
 (2) If the Preferred Three-Month LIBOR cannot be determined as described in Section 5.14(b)(ii)(C)(1),
the Calculation Agent will consult with an investment bank of national standing to determine whether there is an industry accepted substitute or successor base rate to the Preferred Three-Month LIBOR. If, after such consultation, the Calculation
Agent determines that there is an industry accepted substitute or successor base rate, the Calculation Agent shall use such substitute or successor base rate. In such case, the Calculation Agent in its sole discretion may (without implying a
corresponding obligation to do so) also amend the business day convention, the definition of Business Day, the definition of London Business Day, the Series A Preferred LIBOR Determination Date and any method for obtaining the substitute or
successor base rate if such rate is unavailable on the relevant Business Day, in a manner that is consistent with industry accepted practices for such substitute or successor base rate. Unless the Calculation Agent determines that there is an
industry accepted substitute or successor base rate as so provided above, the following will apply: If no offered rate appears on Reuters Page LIBOR01 on the relevant Series A Preferred LIBOR Determination Date at approximately 11:00 a.m.,
London time, then the Calculation Agent, after consultation with the General Partner, shall select four major banks in the London interbank market and request that the principal London offices of those four selected banks provide their offered
quotations for deposits in U.S. dollars in amounts of at least $1,000,000 for a period of three months, commencing on the first day of the applicable Series A Preferred Distribution Period, to prime banks in the London interbank market at
approximately 11:00 a.m. (London time) on the Series A Preferred LIBOR Determination Date for such Series A Preferred Distribution Period that is representative of single transactions at that time. If two or more quotations are
provided, the Preferred Three-Month LIBOR for such Series A Preferred Distribution Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the Calculation Agent, after


  
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consultation with the General Partner, will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m.,
New York City time, on the Series A Preferred LIBOR Determination Date for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of such Series A Preferred Distribution Period in an amount of
at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, the Preferred Three-Month LIBOR for such Series A Preferred Distribution Period will be the arithmetic average of the quotations
provided. If less than three quotations are provided, the Calculation Agent, after consulting such sources as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to estimate
the Preferred Three-Month LIBOR or any of the foregoing lending rates, shall determine the Preferred Three-Month LIBOR for the applicable Series A Preferred Distribution Period in its sole discretion. 

(3) All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)) and all dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). 
 (D)
Unless otherwise determined by the General Partner, Series A Preferred Distributions shall be deemed to have been paid out of deductions from Available Cash with respect to the Quarter ended immediately preceding the Quarter in which the
Series A Preferred Distribution is made. 
 (iii) Voting Rights. 

(A) Notwithstanding anything to the contrary in this Agreement, the Series A Preferred Units shall not have any voting rights or rights
to consent or approve any action or matter, except as set forth in Section 13.3(c), this Section 5.14(b)(iii), or as otherwise required by the Delaware Act. 

(B) Without the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, voting as a
separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the powers, preferences, duties, or special rights of the Series A Preferred Units; provided,
however, that (1) subject to Section 5.14(b)(iii)(C), the issuance of additional Partnership Securities shall not be deemed to constitute such a material adverse effect for purposes of this Section 5.14(b)(iii)(B) and
(2) for purposes of this Section 5.14(b)(iii)(B), no amendment of this Agreement in connection with a merger or other transaction in which the Series A Preferred Units remain Outstanding with the terms thereof materially unchanged in
any respect adverse to the Series A Preferred Unitholders shall be deemed to materially and adversely affect the powers, preferences, duties, or special rights of the Series A Preferred Units. 

(C) Without the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, voting as a
class together with holders of any other Series A Preferred Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (1) create or issue any Series A Preferred Parity
Securities (including any additional Series A Preferred Units) if the cumulative distributions payable on Outstanding Series A Preferred Units (or any Series A Preferred Parity Securities) are in Arrears, (2) create or issue any
Series A Preferred Senior Securities, or (3) declare or pay any distribution to holders of Common Units from Available Cash from Capital Surplus. 

  
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 (D) For any matter described in this Section 5.14(b)(iii) in which the Series A
Preferred Unitholders are entitled to vote as a class (whether separately or together with the holders of any Series A Preferred Parity Securities), such Series A Preferred Unitholders shall be entitled to one vote per Series A
Preferred Unit. Any Series A Preferred Units held by the Partnership or any of its Subsidiaries or their controlled Affiliates shall not be entitled to vote. 

(E) Notwithstanding Section 5.14(b)(iii)(B) and Section 5.14(b)(iii)(C), no vote of the Series A Preferred Unitholders shall
be required if, at or prior to the time when such action is to take effect, provision is made for the redemption of all Series A Preferred Units at the time Outstanding. 

(iv) Optional Redemption; Series A Preferred Ratings Event 

(A) The Partnership shall have the right (1) at any time, and from time to time, on or after December 15, 2022, (2) at any
time within 120 days after the conclusion of any review or appeal process instituted by the Partnership following the occurrence of a Series A Preferred Ratings Event, or (3) at any time within 120 days after the first date on which a
Change of Control Triggering Event occurred, in each case, to redeem the Series A Preferred Units, which redemption may be in whole or in part (except with respect to a redemption pursuant to clause (2) of this Section 5.14(b)(iv)(A)
which shall be in whole but not in part), using any source of funds legally available for such purpose. Any such redemption shall occur on a date set by the General Partner (the “Series A Preferred
Redemption Date”). The Partnership shall effect any such redemption by paying cash for each Series A Preferred Unit to be redeemed equal to 100% (in the case of a redemption described in clause (1) or (3) of this
Section 5.14(b)(iv)(A)), or 102% (in the case of a redemption described in clause (2) of this Section 5.14(b)(iv)(A)), of the Series A Preferred Liquidation Preference for such Series A Preferred Unit on such Series A
Preferred Redemption Date plus an amount equal to all unpaid Series A Preferred Distributions thereon from the Series A Preferred Original Issue Date to, but not including, the Series A Preferred Redemption Date (whether or not such
distributions shall have been declared) (the “Series A Preferred Redemption Price”). So long as the Series A Preferred Units to be redeemed are held of record by the nominee
of the Depositary, the Series A Preferred Redemption Price shall be paid by the Paying Agent to the Depositary on the Series A Preferred Redemption Date. 

(B) The Partnership shall give notice of any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the
scheduled Series A Preferred Redemption Date to the Series A Preferred Unitholders (as of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) of any Series A Preferred Units to be redeemed
as such Series A Preferred Unitholders’ names appear on the books of the Transfer Agent and at the address of such Series A Preferred Unitholders shown therein. Such notice (the “Series A
Preferred Redemption Notice”) shall state, as applicable: (1) the Series A Preferred Redemption Date, (2) the number of Series A Preferred Units to be redeemed and, if less than all Outstanding Series A
Preferred Units are to be redeemed, the number (and in the case of Series A Preferred Units in certificated form, the identification) of Series A Preferred Units to be redeemed from such Series A Preferred Unitholder, (3) the
Series A Preferred Redemption Price, (4) the place where any Series A Preferred Units in certificated form are to be redeemed and shall be presented and surrendered for payment of the Series A Preferred Redemption Price therefor
(which shall occur automatically if the Certificate representing such Series A Preferred Units is issued in the name of the Depositary or its nominee), and (5) that distributions on the Series A Preferred Units to be redeemed shall
cease to accumulate from and after such Series A Preferred Redemption Date. 

  
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 (C) If the Partnership elects to redeem less than all of the Outstanding Series A
Preferred Units, the number of Series A Preferred Units to be redeemed shall be determined by the General Partner, and such Series A Preferred Units shall be redeemed by such method of selection as the Depositary shall determine, either
Pro Rata or by lot, with adjustments to avoid redemption of fractional Series A Preferred Units. The aggregate Series A Preferred Redemption Price for any such partial redemption of the Outstanding Series A Preferred Units shall be
allocated correspondingly among the redeemed Series A Preferred Units. The Series A Preferred Units not redeemed shall remain Outstanding and entitled to all the rights and preferences provided in this Section 5.14. 

(D) If the Partnership gives or causes to be given a Series A Preferred Redemption Notice, the Partnership shall deposit with the Paying
Agent funds sufficient to redeem the Series A Preferred Units as to which such Series A Preferred Redemption Notice shall have been given, no later than 10:00 a.m. New York City time on the Series A Preferred Redemption Date, and
shall give the Paying Agent irrevocable instructions and authority to pay the Series A Preferred Redemption Price to the Series A Preferred Unitholder whose Series A Preferred Units are to be redeemed upon surrender or deemed
surrender (which shall occur automatically if the Certificate representing such Series A Preferred Units is issued in the name of the Depositary or its nominee) of the Certificates therefor as set forth in the Series A Preferred Redemption
Notice. If the Series A Preferred Redemption Notice shall have been given, from and after the Series A Preferred Redemption Date, unless the Partnership defaults in providing funds sufficient for such redemption at the time and place
specified for payment pursuant to the Series A Preferred Redemption Notice, all Series A Preferred Distributions on such Series A Preferred Units to be redeemed shall cease to accumulate and all rights of holders of such Series A
Preferred Units as Limited Partners with respect to such Series A Preferred Units to be redeemed shall cease, except the right to receive the Series A Preferred Redemption Price, and such Series A Preferred Units shall not thereafter
be transferred on the books of the Transfer Agent or be deemed to be Outstanding for any purpose whatsoever. The Series A Preferred Unitholders shall have no claim to the interest income, if any, earned on such funds deposited with the Paying
Agent. Any funds deposited with the Paying Agent hereunder by the Partnership for any reason, including redemption of Series A Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A Preferred
Redemption Date or other payment date, as applicable, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A Preferred Unitholders entitled to such redemption or other
payment shall have recourse only to the Partnership. Notwithstanding any Series A Preferred Redemption Notice, there shall be no redemption of any Series A Preferred Units called for redemption until funds sufficient to pay the full
Series A Preferred Redemption Price of such Series A Preferred Units shall have been deposited by the Partnership with the Paying Agent. 

(E) Any Series A Preferred Units that are redeemed or otherwise acquired by the Partnership shall be cancelled. If only a portion of the
Series A Preferred Units represented by a Certificate shall have been called for redemption, upon surrender of the Certificate to the Paying Agent (which shall occur automatically if the Certificate representing such Series A Preferred
Units is registered in the name of the Depositary or its nominee), the Partnership shall issue and the Paying Agent shall deliver to the Series A Preferred Unitholders a new Certificate (or adjust the applicable book-entry account) representing
the number of Series A Preferred Units represented by the surrendered Certificate that have not been called for redemption. 

  
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 (F) Notwithstanding anything to the contrary in this Section 5.14, in the event that
full cumulative distributions on the Series A Preferred Units and any Series A Preferred Parity Securities shall not have been paid or declared and set aside for payment, the Partnership shall not be permitted to repurchase, redeem or
otherwise acquire, in whole or in part, any Series A Preferred Units or Series A Preferred Parity Securities except pursuant to a purchase or exchange offer made on the same relative terms to all Series A Preferred Unitholders and
holders of any Series A Preferred Parity Securities. Subject to Section 4.10, so long as any Series A Preferred Units are Outstanding, the Partnership shall not be permitted to redeem, repurchase, or otherwise acquire any Common Units
or any other Series A Preferred Junior Securities unless full cumulative distributions on the Series A Preferred Units and any Series A Preferred Parity Securities for all prior and the then-ending Series A Preferred Distribution
Periods, with respect to the Series A Preferred Units, and all prior and then ending distribution periods, with respect to any such Series A Preferred Parity Securities, shall have been paid or declared and set aside for payment. 

(v) Liquidation Rights. In the event of any liquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale,
exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units shall be entitled to receive, out of the assets of the Partnership
available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series A
Preferred Units, the Series A Preferred Senior Securities, and the Series A Preferred Parity Securities, (A) first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and
(B) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of
the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units, then,
after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any
distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until
the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to
the liquidation preference of such Series A Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record
Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then
to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding
taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units and Unitholders
then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to
the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (and no other
allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations 

  
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have been made to the Outstanding Series A Preferred Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall be allocated
to the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series A Preferred Units
shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a
creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any
distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the General Partner, as such, will have no
liability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units. 
 (vi) Rank. The
Series A Preferred Units shall each be deemed to rank, as to distributions and amounts payable upon a dissolution or liquidation of the Partnership pursuant to Article XII: 

(A) senior to any Series A Preferred Junior Securities; 

(B) on parity with any Series A Preferred Parity Securities; 

(C) junior to any Series A Preferred Senior Securities; and 

(D) junior to all existing and future indebtedness of the Partnership and other liabilities with respect to assets available to satisfy
claims against the Partnership. 
 (vii) No Sinking Fund. The Series A Preferred Units shall not have the benefit of any sinking fund.

 (viii) Record Holders. To the fullest extent permitted by applicable law, the General Partner, the Partnership, the Transfer Agent, and
the Paying Agent may deem and treat any Series A Preferred Unitholder as the true, lawful, and absolute owner of the applicable Series A Preferred Units for all purposes, and neither the General Partner, the Partnership, nor the Transfer
Agent or the Paying Agent shall be affected by any notice to the contrary, except as otherwise provided by law or any applicable rule, regulation, guideline, or requirement of any National Securities Exchange on which the Series A Preferred
Units may be listed or admitted to trading, if any. 
 (ix) Notices. All notices or communications in respect of the Series A Preferred
Units shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Section 5.14, this Agreement or by applicable law. 

(x) Other Rights; Fiduciary Duties. The Series A Preferred Units and the Series A Preferred Unitholders shall not have any
designations, preferences, rights, powers, or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the
fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties, including fiduciary duties, or have any liabilities to Series A Preferred Unitholders, other than the implied contractual
covenant of good faith and fair dealing. 

  
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 (xi) Change of Control 

(A) Upon the occurrence of a Change of Control Triggering Event that occurs after the Series A Preferred Original Issue Date, each
Series A Preferred Unitholder shall have the right (“Series A Preferred Change of Control Conversion Right”) to convert some or all of the Series A Preferred Units held by such
Series A Preferred Unitholder on the Series A Preferred Change of Control Conversion Date into a number of Common Units per Series A Preferred Unit that is an amount equal to the Series A Preferred Conversion Ratio (such number
of Common Units, the “Series A Preferred Common Unit Conversion Consideration”), unless the Partnership provides notice of its election to redeem Series A Preferred Units prior to the
expiration of the Partnership’s redemption right contained in Section 5.14(b)(iv)(A)(3). The “Series A Preferred Change of Control Conversion Date” shall be the date fixed by the
General Partner, in its sole discretion, as the date the Series A Preferred Units are entitled to be converted to Series A Preferred Conversion Common Units as provided in this Section 5.14(b)(xi). Such Series A Preferred Change
of Control Conversion Date shall be a Business Day that is no fewer than 20 days nor more than 35 days from the date on which the Partnership provides the notice to Series A Preferred Unitholders of the Series A Preferred Change of Control
Conversion Right under Section 5.14(b)(xi)(B). 
 (B) No later than five days following the expiration of the Partnership’s
redemption right contained in Section 5.14(b)(iv)(A)(3) or, if earlier waived, the date of the Partnership’s waiver of such right, the Partnership will provide written notice to the Series A Preferred Unitholders that describes the
Series A Preferred Change of Control Conversion Right and states: (1) the events constituting the Change of Control Triggering Event; (2) the date of the Change of Control Triggering Event; (3) the date on which the
Partnership’s right to redeem the Outstanding Series A Preferred Units pursuant to Section 5.14(b)(iv)(A)(3) expired or was waived; (4) the Series A Preferred Change of Control Conversion Date; (5) the last date on
which the Series A Preferred Unitholders may exercise their Series A Preferred Change of Control Conversion Right; (6) the method and period for calculating the Common Unit Price with respect to the Series A Preferred Units;
(7) if applicable, the type and amount of Series A Preferred Alternative Conversion Consideration entitled to be received per Series A Preferred Unit; and (8) the procedures that the Series A Preferred Unitholders must
follow to exercise the Series A Preferred Change of Control Conversion Right. 
 (C) Subject to Section 5.9, the
“Series A Preferred Conversion Ratio” shall be calculated as the lesser of: (i) the quotient obtained by dividing (1) the Series A Preferred Liquidation Preference as of the
Series A Preferred Change of Control Conversion Date (unless the Series A Preferred Change of Control Conversion Date is after a Series A Preferred Distribution Record Date and prior to the corresponding Series A Preferred
Distribution Payment Date, in which case any accumulated and unpaid distribution will be excluded from this amount) by (2) the Common Unit Price and (ii) 58.2581 (the “Series A Preferred Unit Cap”). The General Partner
shall make such adjustments to the Common Unit Price with respect to the Series A Preferred Units and the Series A Preferred Unit Cap as it determines to be equitable in view of any splits, combinations, or distributions in the form of
equity issuances or the payment of any Series A Preferred Alternative Conversion Consideration to the holders of the Common Units in connection with the Change of Control. 

  
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 (D) In the case of a Change of Control pursuant to which Common Units will be converted
into cash, securities, or other property or assets (including any combination thereof) (“Series A Preferred Alternative Conversion Consideration”), each Series A Preferred Unitholder
electing to exercise its Series A Preferred Change of Control Conversion Right will receive upon conversion of the Series A Preferred Units elected by such holder the kind and amount of such Series A Preferred Alternative Conversion
Consideration on a per Series A Preferred Unit basis that such Series A Preferred Unitholder would have owned or been entitled to receive upon the Change of Control had such Series A Preferred Unitholder held a number of Common Units
equal to the Series A Preferred Common Unit Conversion Consideration immediately prior to the effective time of the Change of Control; provided that, if the holders of Common Units have the opportunity to elect the form of consideration
to be received in such Change of Control, the consideration that the Series A Preferred Unitholders electing to exercise their Series A Preferred Change of Control Conversion Right will receive will be the form and proportion of the
aggregate consideration elected by the holders of Common Units who participate in the determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of Common Units are subject, including,
without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control. No fractional Common Units will be issued upon the conversion of the Series A Preferred Units. Instead, the Partnership
shall pay the cash value of such fractional Common Units. 
 (E) Notwithstanding anything to the contrary in this Agreement, if the
Partnership provides notice of its election to redeem Series A Preferred Units pursuant to Section 5.14(b)(iv), Series A Preferred Unitholders shall not have any right to convert the Series A Preferred Units that the Partnership
has elected to redeem, and any Series A Preferred Units subsequently selected for redemption that have been tendered for conversion shall be redeemed on the Series A Preferred Redemption Date instead of converted on the Series A
Preferred Change of Control Conversion Date. 
 (F) The Partnership shall issue a press release for publication through a news or press
organization as is reasonably expected to broadly disseminate the relevant information to the public, or post notice on the website of the Partnership, in any event prior to the opening of business on the first Business Day following any date on
which the Partnership (or a third party with its prior written consent) provides the notice described in Section 5.14(b)(xi)(B) to the Series A Preferred Unitholders. 

(G) Each Series A Preferred Unitholder electing to exercise its Series A Preferred Change of Control Conversion Right will be
required, prior to the close of business on the third Business Day preceding the Series A Preferred Change of Control Conversion Date, to notify the Partnership of the number of Series A Preferred Units to be converted pursuant to the
Series A Preferred Change of Control Conversion Right and otherwise to comply with any applicable procedures contained in the notice described in Section 5.14(b)(xi)(B) or otherwise required by the Depositary for effecting the conversion.

 (H) Upon conversion, the rights of such participating Series A Preferred Unitholder as a holder of the Series A Preferred
Units shall cease with respect to such converted Series A Preferred Units, and such Person shall continue to be a Partner and have the rights of a holder of Common Units under this Agreement. Each Series A Preferred Unit shall, upon its
Series A Preferred Change of Control Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance of the Series A Preferred Conversion Common Units. 

  
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 (I) The Partnership shall pay any documentary, stamp, or similar issue or transfer taxes or
duties relating to the issuance or delivery of Series A Preferred Conversion Common Units. However, the participating Series A Preferred Unitholder shall pay any tax or duty that may be payable relating to any transfer involving the
issuance or delivery of Series A Preferred Conversion Common Units. 
 Section 5.15 Establishment of Terms of Series B Preferred Units.

 (a) General. The Partnership hereby designates and creates a series of Units, to be designated as “7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units” (the “Series B Preferred Units”), having the preferences, rights, powers,
and duties set forth herein, including this Section 5.15. Each Series B Preferred Unit shall be identical in all respects to every other Series B Preferred Unit, except as to the respective dates from which the Series B Preferred Liquidation
Preference shall increase or from which Series B Preferred Distributions may begin accruing, to the extent such dates may differ. The Series B Preferred Units represent perpetual equity interests in the Partnership and, except as set forth in
Section 5.15(b)(iv) and Section 5.15(b)(xi), shall not give rise to a claim by the Partnership or a Series B Preferred Unitholder for redemption or conversion thereof, as applicable, at a particular date. 

(b) Rights of Series B Preferred Units. The Series B Preferred Units shall have the following rights, preferences, and privileges and shall be
subject to the following duties and obligations: 
 (i) Series B Preferred Units. 

(A) The authorized number of Series B Preferred Units shall be unlimited. Series B Preferred Units that are purchased or otherwise acquired
by the Partnership shall be cancelled. 
 (B) The Series B Preferred Units shall be represented by one or more global Certificates
registered in the name of the Depositary or its nominee, and no Series B Preferred Unitholder shall be entitled to receive a definitive Certificate evidencing its Series B Preferred Units, unless otherwise required by law or the Depositary gives
notice of its intention to resign or is no longer eligible to act as such with respect to the Series B Preferred Units and the Partnership shall have not selected a substitute Depositary within sixty (60) calendar days thereafter. So long as
the Depositary shall have been appointed and is serving with respect to the Series B Preferred Units, payments and communications made by the Partnership to Series B Preferred Unitholders shall be made by making payments to, and communicating with,
the Depositary. 
 (ii) Distributions. 

(A) Distributions on each Outstanding Series B Preferred Unit shall be cumulative and compounding and shall accumulate at the applicable
Series B Preferred Distribution Rate from and including the Series B Preferred Original Issue Date (or, for any subsequently issued and newly Outstanding Series B Preferred Units, from and including the Series B Preferred Distribution Payment Date
immediately preceding the issue date of such Series B Preferred Units) until such time as the Partnership pays the Series B Preferred Distribution or redeems such Series B Preferred Unit in accordance with Section 5.15(b)(iv) or such Series B
Preferred Unit is converted in accordance with Section 5.15(b)(xi), whether or not such Series B Preferred Distributions shall have been declared. Series B Preferred Unitholders shall be entitled to receive Series B Preferred Distributions from
time to time out 

  
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of any assets of the Partnership legally available for the payment of distributions at the Series B Preferred Distribution Rate per Series B Preferred Unit when, as, and if declared by the
General Partner, prior to any other distributions made in respect of any other Units pursuant to Section 6.3. Series B Preferred Distributions, to the extent declared by the General Partner to be paid by the Partnership in accordance with this
Section 5.15(b)(ii), shall be paid, in arrears, on each Series B Preferred Distribution Payment Date. Series B Preferred Distributions shall accumulate in each Series B Preferred Distribution Period from and including the preceding Series B
Preferred Distribution Payment Date (other than the initial Series B Preferred Distribution Period, which shall commence on and include the Series B Preferred Original Issue Date), to, but not including, the next Series B Preferred Distribution
Payment Date for such Series B Preferred Distribution Period; provided, that distributions shall accrue on accumulated but unpaid Series B Preferred Distributions at the Series B Preferred Distribution Rate. If any Series B Preferred
Distribution Payment Date otherwise would occur on a date that is not a Business Day, declared Series B Preferred Distributions shall be paid on the immediately succeeding Business Day without the accumulation of additional distributions. During the
Series B Preferred Fixed Rate Period, Series B Preferred Distributions shall be payable based on a 360-day year consisting of twelve 30-day months. During the Series B
Preferred Floating Rate Period, Series B Preferred Distributions shall be computed by multiplying the Series B Preferred Distribution Rate by a fraction, the numerator of which will be the actual number of days elapsed during that Series B Preferred
Distribution Period (determined by including the first day of such Series B Preferred Distribution Period and excluding the last day, which is the Series B Preferred Distribution Payment Date), and the denominator of which will be 360, and by
multiplying the result by the aggregate Series B Preferred Liquidation Preference of all Outstanding Series B Preferred Units. All Series B Preferred Distributions accrued by the Partnership pursuant to this Section 5.15(b)(ii) shall be payable
without regard to income of the Partnership and shall be treated for federal income tax purposes as guaranteed payments for the use of capital under Section 707(c) of the Code, includable in ordinary income of a Series B Preferred Unitholder in
its taxable year in which the Partnership deducts such payments as accrued. The guaranteed payment with respect to any Series B Preferred Distribution Period shall be for the account of the holders of Series B Preferred Units as of the applicable
Series B Preferred Distribution Record Date. 
 (B) Not later than 5:00 p.m., New York City time, on each Series B Preferred Distribution
Payment Date, the Partnership shall pay those Series B Preferred Distributions, if any, that shall have been declared by the General Partner to Series B Preferred Unitholders on the Record Date for the applicable Series B Preferred Distribution. The
Record Date (the “Series B Preferred Distribution Record Date”) for the payment of any Series B Preferred Distributions shall be as of the close of business on the first Business Day of the month of the applicable Series B
Preferred Distribution Payment Date, except that in the case of payments of Series B Preferred Distributions in Arrears, the Series B Preferred Distribution Record Date with respect to a Series B Preferred Distribution Payment Date shall be such
date as may be designated by the General Partner in accordance with this Section 5.15(b)(ii). So long as any Series B Preferred Units are Outstanding, no distribution shall be declared or paid or set aside for payment on any Series B Preferred
Junior Securities (other than a distribution payable solely in Series B Preferred Junior Securities) unless full cumulative Series B Preferred Distributions have been or contemporaneously are being paid or set apart for payment on all Outstanding
Series B Preferred Units (and distributions on any other Series B Preferred Parity Securities) through the most recent respective Series B Preferred Distribution Payment Date (and distribution payment date with respect to such Series B Preferred
Parity Securities, if any); provided, however, notwithstanding anything to the contrary in this Section 5.15(b)(ii)(B), if a distribution period with respect to a class of Series B Preferred Junior Securities


  
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or Series B Preferred Parity Securities is shorter than the Series B Preferred Distribution Period, the General Partner may declare and pay regular distributions with respect to such Series B
Preferred Junior Securities or Series B Preferred Parity Securities, so long as, at the time of declaration of such distribution, (i) there are no Series B Preferred Distributions in Arrears, and (ii) the General Partner expects to have
sufficient funds to pay the full distribution in respect of the Series B Preferred Units on the next successive Series B Preferred Distribution Payment Date. Accumulated Series B Preferred Distributions in Arrears for any past Series B Preferred
Distribution Period may be declared by the General Partner and paid on any date fixed by the General Partner, whether or not a Series B Preferred Distribution Payment Date, to Series B Preferred Unitholders on the Record Date for such payment, which
may not be less than 10 days before such payment date. Subject to the next succeeding sentence, if all accumulated Series B Preferred Distributions in Arrears on all Outstanding Series B Preferred Units and all accumulated distributions in arrears
on any Series B Preferred Parity Securities shall not have been declared and paid, or if sufficient funds for the payment thereof shall not have been set apart, payment of accumulated distributions in Arrears on the Series B Preferred Units and
accumulated distributions in arrears on any such Series B Preferred Parity Securities shall be made in order of their respective distribution payment dates, commencing with the earliest distribution payment date. If less than all distributions
payable with respect to all Series B Preferred Units and any other Series B Preferred Parity Securities are paid, any partial payment shall be made Pro Rata with respect to the Series B Preferred Units and any such other Series B Preferred Parity
Securities entitled to a distribution payment at such time in proportion to the aggregate distribution amounts remaining due in respect of such Series B Preferred Units and such other Series B Preferred Parity Securities at such time. Subject to
Section 12.4 and Section 5.15(b)(iv), Series B Preferred Unitholders shall not be entitled to any distribution, whether payable in cash, property or Partnership Securities, in excess of full cumulative Series B Preferred Distributions.
Except insofar as distributions accrue on the amount of any accumulated and unpaid Series B Preferred Distributions as described in Section 5.15(b)(ii)(A), no interest or sum of money in lieu of interest shall be payable in respect of any
distribution payment which may be in Arrears on the Series B Preferred Units. So long as the Series B Preferred Units are held of record by the Depositary or its nominee, declared Series B Preferred Distributions shall be paid to the Depositary in same-day funds on each Series B Preferred Distribution Payment Date or other distribution payment date in the case of payments for Series B Preferred Distributions in Arrears. 

(C) The Preferred Three-Month LIBOR for each Series B Preferred Distribution Period during the Series B Preferred Floating Rate Period shall
be determined by the Calculation Agent, as of the applicable Series B Preferred LIBOR Determination Date, in accordance with Section 5.14(b)(ii)(C), with any reference therein to “Series A Preferred Distribution Period” being replaced
with “Series B Preferred Distribution Period,” any reference to “Series A Preferred Floating Rate Period” being replaced with “Series B Preferred Floating Rate Period” and any reference therein to “Series A
Preferred LIBOR Determination Date” being replaced with “Series B Preferred LIBOR Determination Date.” 
 (D) Unless
otherwise determined by the General Partner, Series B Preferred Distributions shall be deemed to have been paid out of deductions from Available Cash with respect to the Quarter ended immediately preceding the Quarter in which the Series B Preferred
Distribution is made. 

  
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 (iii) Voting Rights. 

(A) Notwithstanding anything to the contrary in this Agreement, the Series B Preferred Units shall not have any voting rights or rights to
consent or approve any action or matter, except as set forth in Section 13.3(c), this Section 5.15(b)(iii), or as otherwise required by the Delaware Act. 

(B) Without the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a
separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the powers, preferences, duties, or special rights of the Series B Preferred Units; provided, however,
that (1) subject to Section 5.15(b)(iii)(C), the issuance of additional Partnership Securities shall not be deemed to constitute such a material adverse effect for purposes of this Section 5.15(b)(iii)(B) and (2) for purposes of
this Section 5.15(b)(iii)(B), no amendment of this Agreement in connection with a merger or other transaction in which the Series B Preferred Units remain Outstanding with the terms thereof materially unchanged in any respect adverse to the
Series B Preferred Unitholders shall be deemed to materially and adversely affect the powers, preferences, duties, or special rights of the Series B Preferred Units. 

(C) Without the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a class
together with holders of any other Series B Preferred Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (1) create or issue any Series B Preferred Parity Securities
(including any additional Series B Preferred Units) if the cumulative distributions payable on Outstanding Series B Preferred Units (or any Series B Preferred Parity Securities) are in Arrears, (2) create or issue any Series B Preferred Senior
Securities, or (3) declare or pay any distribution to holders of Common Units from Available Cash from Capital Surplus. 
 (D) For any
matter described in this Section 5.15(b)(iii) in which the Series B Preferred Unitholders are entitled to vote as a class (whether separately or together with the holders of any Series B Preferred Parity Securities), such Series B Preferred
Unitholders shall be entitled to one vote per Series B Preferred Unit. Any Series B Preferred Units held by the Partnership or any of its Subsidiaries or their controlled Affiliates shall not be entitled to vote. 

(E) Notwithstanding Section 5.15(b)(iii)(B) and Section 5.15(b)(iii)(C), no vote of the Series B Preferred Unitholders shall be
required if, at or prior to the time when such action is to take effect, provision is made for the redemption of all Series B Preferred Units at the time Outstanding. 

(iv) Optional Redemption; Series B Preferred Ratings Event 

(A) The Partnership shall have the right (1) at any time, and from time to time, on or after June 15, 2023, (2) at any time within
120 days after the conclusion of any review or appeal process instituted by the Partnership following the occurrence of a Series B Preferred Ratings Event, or (3) at any time within 120 days after the first date on which a Change of Control
Triggering Event occurred, in each case, to redeem the Series B Preferred Units, which redemption may be in whole or in part (except with respect to a redemption pursuant to clause (2) of this Section 5.15(b)(iv)(A) which shall be in whole
but not in part), using any source of funds legally available for such purpose. Any such redemption shall occur on a date set by the General Partner (the “Series B Preferred Redemption Date”). The Partnership shall effect any
such redemption by paying cash for each Series B Preferred Unit to be 

  
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redeemed equal to 100% (in the case of a redemption described in clause (1) or (3) of this Section 5.15(b)(iv)(A)), or 102% (in the case of a redemption described in clause
(2) of this Section 5.15(b)(iv)(A)), of the Series B Preferred Liquidation Preference for such Series B Preferred Unit on such Series B Preferred Redemption Date plus an amount equal to all unpaid Series B Preferred Distributions thereon
from the Series B Preferred Original Issue Date to, but not including, the Series B Preferred Redemption Date (whether or not such distributions shall have been declared) (the “Series B Preferred Redemption Price”). So long
as the Series B Preferred Units to be redeemed are held of record by the nominee of the Depositary, the Series B Preferred Redemption Price shall be paid by the Paying Agent to the Depositary on the Series B Preferred Redemption Date. 

(B) The Partnership shall give notice of any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the
scheduled Series B Preferred Redemption Date to the Series B Preferred Unitholders (as of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) of any Series B Preferred Units to be redeemed as such Series
B Preferred Unitholders’ names appear on the books of the Transfer Agent and at the address of such Series B Preferred Unitholders shown therein. Such notice (the “Series B Preferred Redemption Notice”) shall state, as
applicable: (1) the Series B Preferred Redemption Date, (2) the number of Series B Preferred Units to be redeemed and, if less than all Outstanding Series B Preferred Units are to be redeemed, the number (and in the case of Series B
Preferred Units in certificated form, the identification) of Series B Preferred Units to be redeemed from such Series B Preferred Unitholder, (3) the Series B Preferred Redemption Price, (4) the place where any Series B Preferred Units in
certificated form are to be redeemed and shall be presented and surrendered for payment of the Series B Preferred Redemption Price therefor (which shall occur automatically if the Certificate representing such Series B Preferred Units is issued in
the name of the Depositary or its nominee), and (5) that distributions on the Series B Preferred Units to be redeemed shall cease to accumulate from and after such Series B Preferred Redemption Date. 

(C) If the Partnership elects to redeem less than all of the Outstanding Series B Preferred Units, the number of Series B Preferred
Units to be redeemed shall be determined by the General Partner, and such Series B Preferred Units shall be redeemed by such method of selection as the Depositary shall determine, either Pro Rata or by lot, with adjustments to avoid redemption of
fractional Series B Preferred Units. The aggregate Series B Preferred Redemption Price for any such partial redemption of the Outstanding Series B Preferred Units shall be allocated correspondingly among the redeemed Series B Preferred Units. The
Series B Preferred Units not redeemed shall remain Outstanding and entitled to all the rights and preferences provided in this Section 5.15. 

(D) If the Partnership gives or causes to be given a Series B Preferred Redemption Notice, the Partnership shall deposit with the Paying
Agent funds sufficient to redeem the Series B Preferred Units as to which such Series B Preferred Redemption Notice shall have been given, no later than 10:00 a.m. New York City time on the Series B Preferred Redemption Date, and shall give the
Paying Agent irrevocable instructions and authority to pay the Series B Preferred Redemption Price to the Series B Preferred Unitholder whose Series B Preferred Units are to be redeemed upon surrender or deemed surrender (which shall occur
automatically if the Certificate representing such Series B Preferred Units is issued in the name of the Depositary or its nominee) of the Certificates therefor as set forth in the Series B Preferred Redemption Notice. If the Series B Preferred
Redemption Notice shall have been given, from and after the Series B Preferred Redemption Date, unless the Partnership defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the


  
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Series B Preferred Redemption Notice, all Series B Preferred Distributions on such Series B Preferred Units to be redeemed shall cease to accumulate and all rights of holders of such Series B
Preferred Units as Limited Partners with respect to such Series B Preferred Units to be redeemed shall cease, except the right to receive the Series B Preferred Redemption Price, and such Series B Preferred Units shall not thereafter be transferred
on the books of the Transfer Agent or be deemed to be Outstanding for any purpose whatsoever. The Series B Preferred Unitholders shall have no claim to the interest income, if any, earned on such funds deposited with the Paying Agent. Any funds
deposited with the Paying Agent hereunder by the Partnership for any reason, including redemption of Series B Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series B Preferred Redemption Date or other payment
date, as applicable, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series B Preferred Unitholders entitled to such redemption or other payment shall have recourse only to the
Partnership. Notwithstanding any Series B Preferred Redemption Notice, there shall be no redemption of any Series B Preferred Units called for redemption until funds sufficient to pay the full Series B Preferred Redemption Price of such Series B
Preferred Units shall have been deposited by the Partnership with the Paying Agent. 
 (E) Any Series B Preferred Units that are redeemed
or otherwise acquired by the Partnership shall be cancelled. If only a portion of the Series B Preferred Units represented by a Certificate shall have been called for redemption, upon surrender of the Certificate to the Paying Agent (which shall
occur automatically if the Certificate representing such Series B Preferred Units is registered in the name of the Depositary or its nominee), the Partnership shall issue and the Paying Agent shall deliver to the Series B Preferred Unitholders a new
Certificate (or adjust the applicable book-entry account) representing the number of Series B Preferred Units represented by the surrendered Certificate that have not been called for redemption. 

(F) Notwithstanding anything to the contrary in this Section 5.15, in the event that full cumulative distributions on the Series B
Preferred Units and any Series B Preferred Parity Securities shall not have been paid or declared and set aside for payment, the Partnership shall not be permitted to repurchase, redeem or otherwise acquire, in whole or in part, any Series B
Preferred Units or Series B Preferred Parity Securities except pursuant to a purchase or exchange offer made on the same relative terms to all Series B Preferred Unitholders and holders of any Series B Preferred Parity Securities. Subject to
Section 4.10, so long as any Series B Preferred Units are Outstanding, the Partnership shall not be permitted to redeem, repurchase, or otherwise acquire any Common Units or any other Series B Preferred Junior Securities unless full cumulative
distributions on the Series B Preferred Units and any Series B Preferred Parity Securities for all prior and the then-ending Series B Preferred Distribution Periods, with respect to the Series B Preferred Units, and all prior and then ending
distribution periods, with respect to any such Series B Preferred Parity Securities, shall have been paid or declared and set aside for payment. 

(v) Liquidation Rights. In the event of any liquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale,
exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B Preferred Units shall be entitled to receive, out of the assets of the Partnership
available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series B Preferred
Units, the Series B Preferred Senior Securities, and the Series B Preferred Parity Securities, (A) first, any accumulated and unpaid distributions on the Series B Preferred Units (regardless of whether previously


  
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declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale,
exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation
Preference of such Series B Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation
pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B
Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B
Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation,
dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Preference of such Series B Preferred Units after the application of
the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross
income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B
Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series B
Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security
(and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units and any Outstanding Series B Preferred Parity Securities, any
remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of
the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the
status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any
entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series B Preferred Units pursuant to Section 5.15(b)(ii);
provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units. 

(vi) Rank. The Series B Preferred Units shall each be deemed to rank, as to distributions and amounts payable upon a dissolution or
liquidation of the Partnership pursuant to Article XII: 
 (A) senior to any Series B Preferred Junior Securities; 

(B) on parity with any Series B Preferred Parity Securities; 

(C) junior to any Series B Preferred Senior Securities; and 

  
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 (D) junior to all existing and future indebtedness of the Partnership and other liabilities
with respect to assets available to satisfy claims against the Partnership. 
 (vii) No Sinking Fund. The Series B Preferred Units shall not
have the benefit of any sinking fund. 
 (viii) Record Holders. To the fullest extent permitted by applicable law, the General Partner, the
Partnership, the Transfer Agent, and the Paying Agent may deem and treat any Series B Preferred Unitholder as the true, lawful, and absolute owner of the applicable Series B Preferred Units for all purposes, and neither the General Partner, the
Partnership, nor the Transfer Agent or the Paying Agent shall be affected by any notice to the contrary, except as otherwise provided by law or any applicable rule, regulation, guideline, or requirement of any National Securities Exchange on which
the Series B Preferred Units may be listed or admitted to trading, if any. 
 (ix) Notices. All notices or communications in respect of the
Series B Preferred Units shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Section 5.15, this Agreement or by applicable
law. 
 (x) Other Rights; Fiduciary Duties. The Series B Preferred Units and the Series B Preferred Unitholders shall not have any
designations, preferences, rights, powers, or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the
fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties, including fiduciary duties, or have any liabilities to Series B Preferred Unitholders, other than the implied contractual covenant
of good faith and fair dealing. 
 (xi) Change of Control 

(A) Upon the occurrence of a Change of Control Triggering Event that occurs after the Series B Preferred Original Issue Date, each Series B
Preferred Unitholder shall have the right (“Series B Preferred Change of Control Conversion Right”) to convert some or all of the Series B Preferred Units held by such Series B Preferred Unitholder on the Series B Preferred
Change of Control Conversion Date into a number of Common Units per Series B Preferred Unit that is an amount equal to the Series B Preferred Conversion Ratio (such number of Common Units, the “Series B Preferred Common Unit Conversion
Consideration”), unless the Partnership provides notice of its election to redeem Series B Preferred Units prior to the expiration of the Partnership’s redemption right contained in Section 5.15(b)(iv)(A)(3). The
“Series B Preferred Change of Control Conversion Date” shall be the date fixed by the General Partner, in its sole discretion, as the date the Series B Preferred Units are entitled to be converted to Series B Preferred
Conversion Common Units as provided in this Section 5.15(b)(xi). Such Series B Preferred Change of Control Conversion Date shall be a Business Day that is no fewer than 20 days nor more than 35 days from the date on which the Partnership
provides the notice to Series B Preferred Unitholders of the Series B Preferred Change of Control Conversion Right under Section 5.15(b)(xi)(B). 

  
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 (B) No later than five days following the expiration of the Partnership’s redemption
right contained in Section 5.15(b)(iv)(A)(3) or, if earlier waived, the date of the Partnership’s waiver of such right, the Partnership will provide written notice to the Series B Preferred Unitholders that describes the Series B Preferred
Change of Control Conversion Right and states: (1) the events constituting the Change of Control Triggering Event; (2) the date of the Change of Control Triggering Event; (3) the date on which the Partnership’s right to redeem
the Outstanding Series B Preferred Units pursuant to Section 5.15(b)(iv)(A)(3) expired or was waived; (4) the Series B Preferred Change of Control Conversion Date; (5) the last date on which the Series B Preferred Unitholders may
exercise their Series B Preferred Change of Control Conversion Right; (6) the method and period for calculating the Common Unit Price with respect to the Series B Preferred Units; (7) if applicable, the type and amount of Series B
Preferred Alternative Conversion Consideration entitled to be received per Series B Preferred Unit; and (8) the procedures that the Series B Preferred Unitholders must follow to exercise the Series B Preferred Change of Control Conversion
Right. 
 (C) Subject to Section 5.9, the “Series B Preferred Conversion Ratio” shall be calculated as the
lesser of: (i) the quotient obtained by dividing (1) the Series B Preferred Liquidation Preference as of the Series B Preferred Change of Control Conversion Date (unless the Series B Preferred Change of Control Conversion Date is after a
Series B Preferred Distribution Record Date and prior to the corresponding Series B Preferred Distribution Payment Date, in which case any accumulated and unpaid distribution will be excluded from this amount) by (2) the Common Unit Price and
(ii) 1.3426 (the “Series B Preferred Unit Cap”). The General Partner shall make such adjustments to the Common Unit Price with respect to the Series B Preferred Units and the Series B Preferred Unit Cap as it determines to be
equitable in view of any splits, combinations, or distributions in the form of equity issuances or the payment of any Series B Preferred Alternative Conversion Consideration to the holders of the Common Units in connection with the Change of
Control. 
 (D) In the case of a Change of Control pursuant to which Common Units will be converted into cash, securities, or other
property or assets (including any combination thereof) (“Series B Preferred Alternative Conversion Consideration”), each Series B Preferred Unitholder electing to exercise its Series B Preferred Change of Control Conversion
Right will receive upon conversion of the Series B Preferred Units elected by such holder the kind and amount of such Series B Preferred Alternative Conversion Consideration on a per Series B Preferred Unit basis that such Series B Preferred
Unitholder would have owned or been entitled to receive upon the Change of Control had such Series B Preferred Unitholder held a number of Common Units equal to the Series B Preferred Common Unit Conversion Consideration immediately prior to the
effective time of the Change of Control; provided, that, if the holders of Common Units have the opportunity to elect the form of consideration to be received in such Change of Control, the consideration that the Series B Preferred
Unitholders electing to exercise their Series B Preferred Change of Control Conversion Right will receive will be the form and proportion of the aggregate consideration elected by the holders of Common Units who participate in the determination
(based on the weighted average of elections) and will be subject to any limitations to which all holders of Common Units are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the
Change of Control. No fractional Common Units will be issued upon the conversion of the Series B Preferred Units. Instead, the Partnership shall pay the cash value of such fractional Common Units. 

(E) Notwithstanding anything to the contrary in this Agreement, if the Partnership provides notice of its election to redeem Series B
Preferred Units pursuant to Section 5.15(b)(iv), Series B Preferred Unitholders shall not have any right to convert the Series B Preferred Units that the Partnership has elected to redeem, and any Series B Preferred Units subsequently selected
for redemption that have been tendered for conversion shall be redeemed on the Series B Preferred Redemption Date instead of converted on the Series B Preferred Change of Control Conversion Date. 

  
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 (F) The Partnership shall issue a press release for publication through a news or press
organization as is reasonably expected to broadly disseminate the relevant information to the public, or post notice on the website of the Partnership, in any event prior to the opening of business on the first Business Day following any date on
which the Partnership (or a third party with its prior written consent) provides the notice described in Section 5.15(b)(xi)(B) to the Series B Preferred Unitholders. 

(G) Each Series B Preferred Unitholder electing to exercise its Series B Preferred Change of Control Conversion Right will be required, prior
to the close of business on the third Business Day preceding the Series B Preferred Change of Control Conversion Date, to notify the Partnership of the number of Series B Preferred Units to be converted pursuant to the Series B Preferred Change of
Control Conversion Right and otherwise to comply with any applicable procedures contained in the notice described in Section 5.15(b)(xi)(B) or otherwise required by the Depositary for effecting the conversion. 

(H) Upon conversion, the rights of such participating Series B Preferred Unitholder as a holder of the Series B Preferred Units shall cease
with respect to such converted Series B Preferred Units, and such Person shall continue to be a Partner and have the rights of a holder of Common Units under this Agreement. Each Series B Preferred Unit shall, upon its Series B Preferred Change of
Control Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance of the Series B Preferred Conversion Common Units. 

(I) The Partnership shall pay any documentary, stamp, or similar issue or transfer taxes or duties relating to the issuance or delivery of
Series B Preferred Conversion Common Units. However, the participating Series B Preferred Unitholder shall pay any tax or duty that may be payable relating to any transfer involving the issuance or delivery of Series B Preferred Conversion Common
Units. 
 Section 5.16 Establishment of Terms of Series C Preferred Units. 

(a) General. The Partnership hereby designates and creates a series of Units, to be designated as “7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units” (the “Series C Preferred Units”), having the preferences, rights, powers,
and duties set forth herein, including this Section 5.16. Each Series C Preferred Unit shall be identical in all respects to every other Series C Preferred Unit, except as to the respective dates from which the Series C Preferred Liquidation
Preference shall increase or from which Series C Preferred Distributions may begin accruing, to the extent such dates may differ. The Series C Preferred Units represent perpetual equity interests in the Partnership and, except as set forth in
Section 5.16(b)(iv) and Section 5.16(b)(xi), shall not give rise to a claim by the Partnership or a Series C Preferred Unitholder for redemption or conversion thereof, as applicable, at a particular date. 

(b) Rights of Series C Preferred Units. The Series C Preferred Units shall have the following rights, preferences, and privileges and shall be
subject to the following duties and obligations: 
 (i) Series C Preferred Units. 

  
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 (A) The authorized number of Series C Preferred Units shall be unlimited. Series C
Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled. 
 (B) The Series C Preferred Units shall
be represented by one or more global Certificates registered in the name of the Depositary or its nominee, and no Series C Preferred Unitholder shall be entitled to receive a definitive Certificate evidencing its Series C Preferred Units, unless
otherwise required by law or the Depositary gives notice of its intention to resign or is no longer eligible to act as such with respect to the Series C Preferred Units and the Partnership shall have not selected a substitute Depositary within sixty
(60) calendar days thereafter. So long as the Depositary shall have been appointed and is serving with respect to the Series C Preferred Units, payments and communications made by the Partnership to Series C Preferred Unitholders shall be made
by making payments to, and communicating with, the Depositary. 
 (ii) Distributions. 

(A) Distributions on each Outstanding Series C Preferred Unit shall be cumulative and compounding and shall accumulate at the applicable
Series C Preferred Distribution Rate from and including the Series C Preferred Original Issue Date (or, for any subsequently issued and newly Outstanding Series C Preferred Units, from and including the Series C Preferred Distribution Payment Date
immediately preceding the issue date of such Series C Preferred Units) until such time as the Partnership pays the Series C Preferred Distribution or redeems such Series C Preferred Unit in accordance with Section 5.16(b)(iv) or such Series C
Preferred Unit is converted in accordance with Section 5.16(b)(xi), whether or not such Series C Preferred Distributions shall have been declared. Series C Preferred Unitholders shall be entitled to receive Series C Preferred Distributions from
time to time out of any assets of the Partnership legally available for the payment of distributions at the Series C Preferred Distribution Rate per Series C Preferred Unit when, as, and if declared by the General Partner, prior to any other
distributions made in respect of any other Units pursuant to Section 6.3. Series C Preferred Distributions, to the extent declared by the General Partner to be paid by the Partnership in accordance with this Section 5.16(b)(ii), shall be
paid, in arrears, on each Series C Preferred Distribution Payment Date. Series C Preferred Distributions shall accumulate in each Series C Preferred Distribution Period from and including the preceding Series C Preferred Distribution Payment Date
(other than the initial Series C Preferred Distribution Period, which shall commence on and include the Series C Preferred Original Issue Date), to, but not including, the next Series C Preferred Distribution Payment Date for such Series C Preferred
Distribution Period; provided, that distributions shall accrue on accumulated but unpaid Series C Preferred Distributions at the Series C Preferred Distribution Rate. If any Series C Preferred Distribution Payment Date otherwise would occur
on a date that is not a Business Day, declared Series C Preferred Distributions shall be paid on the immediately succeeding Business Day without the accumulation of additional distributions. During the Series C Preferred Fixed Rate Period, Series C
Preferred Distributions shall be payable based on a 360-day year consisting of twelve 30-day months. During the Series C Preferred Floating Rate Period, Series C
Preferred Distributions shall be computed by multiplying the Series C Preferred Distribution Rate by a fraction, the numerator of which will be the actual number of days elapsed during that Series C Preferred Distribution Period (determined by
including the first day of such Series C Preferred Distribution Period and excluding the last day, which is the Series C Preferred Distribution Payment Date), and the denominator of which will be 360, and by multiplying the result by the aggregate
Series C Preferred Liquidation Preference of all Outstanding Series C Preferred Units. All Series C Preferred Distributions accrued by the Partnership pursuant to this Section 5.16(b)(ii) shall be payable without regard to income of the
Partnership and shall be treated for federal income tax 

  
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purposes as guaranteed payments for the use of capital under Section 707(c) of the Code, includable in ordinary income of a Series C Preferred Unitholder in its taxable year in which the
Partnership deducts such payments as accrued. The guaranteed payment with respect to any Series C Preferred Distribution Period shall be for the account of the holders of Series C Preferred Units as of the applicable Series C Preferred Distribution
Record Date. 
 (B) Not later than 5:00 p.m., New York City time, on each Series C Preferred Distribution Payment Date, the Partnership
shall pay those Series C Preferred Distributions, if any, that shall have been declared by the General Partner to Series C Preferred Unitholders on the Record Date for the applicable Series C Preferred Distribution. The Record Date (the
“Series C Preferred Distribution Record Date”) for the payment of any Series C Preferred Distributions shall be as of the close of business on the first Business Day of the month of the applicable Series C Preferred
Distribution Payment Date, except that in the case of payments of Series C Preferred Distributions in Arrears, the Series C Preferred Distribution Record Date with respect to a Series C Preferred Distribution Payment Date shall be such date as may
be designated by the General Partner in accordance with this Section 5.16(b)(ii). So long as any Series C Preferred Units are Outstanding, no distribution shall be declared or paid or set aside for payment on any Series C Preferred Junior
Securities (other than a distribution payable solely in Series C Preferred Junior Securities) unless full cumulative Series C Preferred Distributions have been or contemporaneously are being paid or set apart for payment on all Outstanding Series C
Preferred Units (and distributions on any other Series C Preferred Parity Securities) through the most recent respective Series C Preferred Distribution Payment Date (and distribution payment date with respect to such Series C Preferred Parity
Securities, if any); provided, however, notwithstanding anything to the contrary in this Section 5.16(b)(ii)(B), if a distribution period with respect to a class of Series C Preferred Junior Securities or Series C Preferred Parity
Securities is shorter than the Series C Preferred Distribution Period, the General Partner may declare and pay regular distributions with respect to such Series C Preferred Junior Securities or Series C Preferred Parity Securities, so long as, at
the time of declaration of such distribution, (i) there are no Series C Preferred Distributions in Arrears, and (ii) the General Partner expects to have sufficient funds to pay the full distribution in respect of the Series C Preferred
Units on the next successive Series C Preferred Distribution Payment Date. Accumulated Series C Preferred Distributions in Arrears for any past Series C Preferred Distribution Period may be declared by the General Partner and paid on any date fixed
by the General Partner, whether or not a Series C Preferred Distribution Payment Date, to Series C Preferred Unitholders on the Record Date for such payment, which may not be less than 10 days before such payment date. Subject to the next succeeding
sentence, if all accumulated Series C Preferred Distributions in Arrears on all Outstanding Series C Preferred Units and all accumulated distributions in arrears on any Series C Preferred Parity Securities shall not have been declared and paid, or
if sufficient funds for the payment thereof shall not have been set apart, payment of accumulated distributions in Arrears on the Series C Preferred Units and accumulated distributions in arrears on any such Series C Preferred Parity Securities
shall be made in order of their respective distribution payment dates, commencing with the earliest distribution payment date. If less than all distributions payable with respect to all Series C Preferred Units and any other Series C Preferred
Parity Securities are paid, any partial payment shall be made Pro Rata with respect to the Series C Preferred Units and any such other Series C Preferred Parity Securities entitled to a distribution payment at such time in proportion to the
aggregate distribution amounts remaining due in respect of such Series C Preferred Units and such other Series C Preferred Parity Securities at such time. Subject to Section 12.4 and Section 5.16(b)(iv), Series C Preferred Unitholders
shall not be entitled to any distribution, whether payable in cash, property or Partnership Securities, in excess of full cumulative Series C Preferred Distributions. Except insofar as distributions 


  
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accrue on the amount of any accumulated and unpaid Series C Preferred Distributions as described in Section 5.16(b)(ii)(A), no interest or sum of money in lieu of interest shall be payable
in respect of any distribution payment which may be in Arrears on the Series C Preferred Units. So long as the Series C Preferred Units are held of record by the Depositary or its nominee, declared Series C Preferred Distributions shall be paid to
the Depositary in same-day funds on each Series C Preferred Distribution Payment Date or other distribution payment date in the case of payments for Series C Preferred Distributions in Arrears. 

(C) The Preferred Three-Month LIBOR for each Series C Preferred Distribution Period during the Series C Preferred Floating Rate Period shall
be determined by the Calculation Agent, as of the applicable Series C Preferred LIBOR Determination Date, in accordance with Section 5.14(b)(ii)(C), with any reference therein to “Series A Preferred Distribution Period” being replaced
with “Series C Preferred Distribution Period,” any reference to “Series A Preferred Floating Rate Period” being replaced with “Series C Preferred Floating Rate Period” and any reference therein to “Series A
Preferred LIBOR Determination Date” being replaced with “Series C Preferred LIBOR Determination Date.” 
 (D) Unless
otherwise determined by the General Partner, Series C Preferred Distributions shall be deemed to have been paid out of deductions from Available Cash with respect to the Quarter ended immediately preceding the Quarter in which the Series C Preferred
Distribution is made. 
 (iii) Voting Rights. 

(A) Notwithstanding anything to the contrary in this Agreement, the Series C Preferred Units shall not have any voting rights or rights to
consent or approve any action or matter, except as set forth in Section 13.3(c), this Section 5.16(b)(iii), or as otherwise required by the Delaware Act. 

(B) Without the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, voting as a
separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the powers, preferences, duties, or special rights of the Series C Preferred Units; provided, however,
that (1) subject to Section 5.16(b)(iii)(C), the issuance of additional Partnership Securities shall not be deemed to constitute such a material adverse effect for purposes of this Section 5.16(b)(iii)(B) and (2) for purposes of
this Section 5.16(b)(iii)(B), no amendment of this Agreement in connection with a merger or other transaction in which the Series C Preferred Units remain Outstanding with the terms thereof materially unchanged in any respect adverse to the
Series C Preferred Unitholders shall be deemed to materially and adversely affect the powers, preferences, duties, or special rights of the Series C Preferred Units. 

(C) Without the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, voting as a class
together with holders of any other Series C Preferred Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (1) create or issue any Series C Preferred Parity Securities (including any
additional Series C Preferred Units) if the cumulative distributions payable on Outstanding Series C Preferred Units (or any Series C Preferred Parity Securities) are in Arrears, (2) create or issue any Series C Preferred Senior Securities, or
(3) declare or pay any distribution to holders of Common Units from Available Cash from Capital Surplus. 

  
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 (D) For any matter described in this Section 5.16(b)(iii) in which the Series C
Preferred Unitholders are entitled to vote as a class (whether separately or together with the holders of any Series C Preferred Parity Securities), such Series C Preferred Unitholders shall be entitled to one vote per Series C Preferred Unit. Any
Series C Preferred Units held by the Partnership or any of its Subsidiaries or their controlled Affiliates shall not be entitled to vote. 

(E) Notwithstanding Section 5.16(b)(iii)(B) and Section 5.16(b)(iii)(C), no vote of the Series C Preferred Unitholders shall be
required if, at or prior to the time when such action is to take effect, provision is made for the redemption of all Series C Preferred Units at the time Outstanding. 

(iv) Optional Redemption; Series C Preferred Ratings Event 

(A) The Partnership shall have the right (1) at any time, and from time to time, on or after October 15, 2023, (2) at any time
within 120 days after the conclusion of any review or appeal process instituted by the Partnership following the occurrence of a Series C Preferred Ratings Event, or (3) at any time within 120 days after the first date on which a Change of
Control Triggering Event occurred, in each case, to redeem the Series C Preferred Units, which redemption may be in whole or in part (except with respect to a redemption pursuant to clause (2) of this Section 5.16(b)(iv)(A) which shall be
in whole but not in part), using any source of funds legally available for such purpose. Any such redemption shall occur on a date set by the General Partner (the “Series C Preferred Redemption Date”). The Partnership shall
effect any such redemption by paying cash for each Series C Preferred Unit to be redeemed equal to 100% (in the case of a redemption described in clause (1) or (3) of this Section 5.16(b)(iv)(A)), or 102% (in the case of a redemption
described in clause (2) of this Section 5.16(b)(iv)(A)), of the Series C Preferred Liquidation Preference for such Series C Preferred Unit on such Series C Preferred Redemption Date plus an amount equal to all unpaid Series C Preferred
Distributions thereon from the Series C Preferred Original Issue Date to, but not including, the Series C Preferred Redemption Date (whether or not such distributions shall have been declared) (the “Series C Preferred Redemption
Price”). So long as the Series C Preferred Units to be redeemed are held of record by the nominee of the Depositary, the Series C Preferred Redemption Price shall be paid by the Paying Agent to the Depositary on the Series C Preferred
Redemption Date. 
 (B) The Partnership shall give notice of any redemption by mail, postage prepaid, not less than 30 days and not more
than 60 days before the scheduled Series C Preferred Redemption Date to the Series C Preferred Unitholders (as of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) of any Series C Preferred Units to be
redeemed as such Series C Preferred Unitholders’ names appear on the books of the Transfer Agent and at the address of such Series C Preferred Unitholders shown therein. Such notice (the “Series C Preferred Redemption
Notice”) shall state, as applicable: (1) the Series C Preferred Redemption Date, (2) the number of Series C Preferred Units to be redeemed and, if less than all Outstanding Series C Preferred Units are to be redeemed, the
number (and in the case of Series C Preferred Units in certificated form, the identification) of Series C Preferred Units to be redeemed from such Series C Preferred Unitholder, (3) the Series C Preferred Redemption Price, (4) the place
where any Series C Preferred Units in certificated form are to be redeemed and shall be presented and surrendered for payment of the Series C Preferred Redemption Price therefor (which shall occur automatically if the Certificate representing such
Series C Preferred Units is issued in the name of the Depositary or its nominee), and (5) that distributions on the Series C Preferred Units to be redeemed shall cease to accumulate from and after such Series C Preferred Redemption Date. 

  
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 (C) If the Partnership elects to redeem less than all of the Outstanding Series C Preferred
Units, the number of Series C Preferred Units to be redeemed shall be determined by the General Partner, and such Series C Preferred Units shall be redeemed by such method of selection as the Depositary shall determine, either Pro Rata or by lot,
with adjustments to avoid redemption of fractional Series C Preferred Units. The aggregate Series C Preferred Redemption Price for any such partial redemption of the Outstanding Series C Preferred Units shall be allocated correspondingly among the
redeemed Series C Preferred Units. The Series C Preferred Units not redeemed shall remain Outstanding and entitled to all the rights and preferences provided in this Section 5.16. 

(D) If the Partnership gives or causes to be given a Series C Preferred Redemption Notice, the Partnership shall deposit with the Paying
Agent funds sufficient to redeem the Series C Preferred Units as to which such Series C Preferred Redemption Notice shall have been given, no later than 10:00 a.m. New York City time on the Series C Preferred Redemption Date, and shall give the
Paying Agent irrevocable instructions and authority to pay the Series C Preferred Redemption Price to the Series C Preferred Unitholder whose Series C Preferred Units are to be redeemed upon surrender or deemed surrender (which shall occur
automatically if the Certificate representing such Series C Preferred Units is issued in the name of the Depositary or its nominee) of the Certificates therefor as set forth in the Series C Preferred Redemption Notice. If the Series C Preferred
Redemption Notice shall have been given, from and after the Series C Preferred Redemption Date, unless the Partnership defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series C
Preferred Redemption Notice, all Series C Preferred Distributions on such Series C Preferred Units to be redeemed shall cease to accumulate and all rights of holders of such Series C Preferred Units as Limited Partners with respect to such Series C
Preferred Units to be redeemed shall cease, except the right to receive the Series C Preferred Redemption Price, and such Series C Preferred Units shall not thereafter be transferred on the books of the Transfer Agent or be deemed to be Outstanding
for any purpose whatsoever. The Series C Preferred Unitholders shall have no claim to the interest income, if any, earned on such funds deposited with the Paying Agent. Any funds deposited with the Paying Agent hereunder by the Partnership for any
reason, including redemption of Series C Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series C Preferred Redemption Date or other payment date, as applicable, shall be, to the extent permitted by law, repaid
to the Partnership upon its written request, after which repayment the Series C Preferred Unitholders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series C Preferred Redemption Notice,
there shall be no redemption of any Series C Preferred Units called for redemption until funds sufficient to pay the full Series C Preferred Redemption Price of such Series C Preferred Units shall have been deposited by the Partnership with the
Paying Agent. 
 (E) Any Series C Preferred Units that are redeemed or otherwise acquired by the Partnership shall be cancelled. If only a
portion of the Series C Preferred Units represented by a Certificate shall have been called for redemption, upon surrender of the Certificate to the Paying Agent (which shall occur automatically if the Certificate representing such Series C
Preferred Units is registered in the name of the Depositary or its nominee), the Partnership shall issue and the Paying Agent shall deliver to the Series C Preferred Unitholders a new Certificate (or adjust the applicable book-entry account)
representing the number of Series C Preferred Units represented by the surrendered Certificate that have not been called for redemption. 

  
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 (F) Notwithstanding anything to the contrary in this Section 5.16, in the event that
full cumulative distributions on the Series C Preferred Units and any Series C Preferred Parity Securities shall not have been paid or declared and set aside for payment, the Partnership shall not be permitted to repurchase, redeem or otherwise
acquire, in whole or in part, any Series C Preferred Units or Series C Preferred Parity Securities except pursuant to a purchase or exchange offer made on the same relative terms to all Series C Preferred Unitholders and holders of any Series C
Preferred Parity Securities. Subject to Section 4.10, so long as any Series C Preferred Units are Outstanding, the Partnership shall not be permitted to redeem, repurchase, or otherwise acquire any Common Units or any other Series C Preferred
Junior Securities unless full cumulative distributions on the Series C Preferred Units and any Series C Preferred Parity Securities for all prior and the then-ending Series C Preferred Distribution Periods, with respect to the Series C Preferred
Units, and all prior and then ending distribution periods, with respect to any such Series C Preferred Parity Securities, shall have been paid or declared and set aside for payment. 

(v) Liquidation Rights. In the event of any liquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale,
exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series C Preferred Units shall be entitled to receive, out of the assets of the Partnership
available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series C Preferred
Units, the Series C Preferred Senior Securities, and the Series C Preferred Parity Securities, (A) first, any accumulated and unpaid distributions on the Series C Preferred Units (regardless of whether previously declared) and (B) then,
any positive value in each such holder’s Capital Account in respect of such Series C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the
Partnership, any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Preferred Base Liquidation Preference of such Series C Preferred Units, then, after the allocations specified
in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the
preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units and Unitholders then holding any Series C Preferred Parity Securities, Pro Rata, until the Capital Account in respect of
each Outstanding Series C Preferred Unit is equal to the Series C Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series C Preferred Parity Security is equal to the liquidation preference of such Series C
Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of
such Series C Preferred Units is less than the aggregate Series C Preferred Base Liquidation Preference of such Series C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making
any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065
Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units and Unitholders then holding any Series C Preferred Parity Securities, Pro
Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series C Preferred Unit is equal to the Series C Preferred Base Liquidation Preference and the
Capital Account in respect of each Outstanding Series C Preferred Parity Security is equal to the liquidation preference of such Series C Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such
allocation). After such allocations have been made to the 

  
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Outstanding Series C Preferred Units and any Outstanding Series C Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners
pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled
to receive any distributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership,
and such entitlement of the Record Holders of the Series C Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to
such other Partners or Assignees except for distributions in respect of Series C Preferred Units pursuant to Section 5.16(b)(ii); provided, however, that the General Partner, as such, will have no liability for any obligations with
respect to such distributions to any Record Holder(s) of Series C Preferred Units. 
 (vi) Rank. The Series C Preferred Units shall each be
deemed to rank, as to distributions and amounts payable upon a dissolution or liquidation of the Partnership pursuant to Article XII: 

(A) senior to any Series C Preferred Junior Securities; 

(B) on parity with any Series C Preferred Parity Securities; 

(C) junior to any Series C Preferred Senior Securities; and 

(D) junior to all existing and future indebtedness of the Partnership and other liabilities with respect to assets available to satisfy
claims against the Partnership. 
 (vii) No Sinking Fund. The Series C Preferred Units shall not have the benefit of any sinking fund. 

(viii) Record Holders. To the fullest extent permitted by applicable law, the General Partner, the Partnership, the Transfer Agent, and the
Paying Agent may deem and treat any Series C Preferred Unitholder as the true, lawful, and absolute owner of the applicable Series C Preferred Units for all purposes, and neither the General Partner, the Partnership, nor the Transfer Agent or the
Paying Agent shall be affected by any notice to the contrary, except as otherwise provided by law or any applicable rule, regulation, guideline, or requirement of any National Securities Exchange on which the Series C Preferred Units may be listed
or admitted to trading, if any. 
 (ix) Notices. All notices or communications in respect of the Series C Preferred Units shall be
sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Section 5.16, this Agreement or by applicable law. 

(x) Other Rights; Fiduciary Duties. The Series C Preferred Units and the Series C Preferred Unitholders shall not have any designations,
preferences, rights, powers, or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent
permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties, including fiduciary duties, or have any liabilities to Series C Preferred Unitholders, other than the implied contractual covenant of good faith
and fair dealing. 

  
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 (xi) Change of Control 

(A) Upon the occurrence of a Change of Control Triggering Event that occurs after the Series C Preferred Original Issue Date, each Series C
Preferred Unitholder shall have the right (“Series C Preferred Change of Control Conversion Right”) to convert some or all of the Series C Preferred Units held by such Series C Preferred Unitholder on the Series C Preferred
Change of Control Conversion Date into a number of Common Units per Series C Preferred Unit that is an amount equal to the Series C Preferred Conversion Ratio (such number of Common Units, the “Series C Preferred Common Unit Conversion
Consideration”), unless the Partnership provides notice of its election to redeem Series C Preferred Units prior to the expiration of the Partnership’s redemption right contained in Section 5.16(b)(iv)(A)(3). The
“Series C Preferred Change of Control Conversion Date” shall be the date fixed by the General Partner, in its sole discretion, as the date the Series C Preferred Units are entitled to be converted to Series C Preferred
Conversion Common Units as provided in this Section 5.16(b)(xi). Such Series C Preferred Change of Control Conversion Date shall be a Business Day that is no fewer than 20 days nor more than 35 days from the date on which the Partnership
provides the notice to Series C Preferred Unitholders of the Series C Preferred Change of Control Conversion Right under Section 5.16(b)(xi)(B). 

(B) No later than five days following the expiration of the Partnership’s redemption right contained in Section 5.16(b)(iv)(A)(3)
or, if earlier waived, the date of the Partnership’s waiver of such right, the Partnership will provide written notice to the Series C Preferred Unitholders that describes the Series C Preferred Change of Control Conversion Right and states:
(1) the events constituting the Change of Control Triggering Event; (2) the date of the Change of Control Triggering Event; (3) the date on which the Partnership’s right to redeem the Outstanding Series C Preferred Units pursuant
to Section 5.16(b)(iv)(A)(3) expired or was waived; (4) the Series C Preferred Change of Control Conversion Date; (5) the last date on which the Series C Preferred Unitholders may exercise their Series C Preferred Change of Control
Conversion Right; (6) the method and period for calculating the Common Unit Price with respect to the Series C Preferred Units; (7) if applicable, the type and amount of Series C Preferred Alternative Conversion Consideration entitled to
be received per Series C Preferred Unit; and (8) the procedures that the Series C Preferred Unitholders must follow to exercise the Series C Preferred Change of Control Conversion Right. 

(C) Subject to Section 5.9, the “Series C Preferred Conversion Ratio” shall be calculated as the lesser of:
(i) the quotient obtained by dividing (1) the Series C Preferred Liquidation Preference as of the Series C Preferred Change of Control Conversion Date (unless the Series C Preferred Change of Control Conversion Date is after a Series C
Preferred Distribution Record Date and prior to the corresponding Series C Preferred Distribution Payment Date, in which case any accumulated and unpaid distribution will be excluded from this amount) by (2) the Common Unit Price and (ii)
1.2225 (the “Series C Preferred Unit Cap”). The General Partner shall make such adjustments to the Common Unit Price with respect to the Series C Preferred Units and the Series C Preferred Unit Cap as it determines to be
equitable in view of any splits, combinations, or distributions in the form of equity issuances or the payment of any Series C Preferred Alternative Conversion Consideration to the holders of the Common Units in connection with the Change of
Control. 

  
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 (D) In the case of a Change of Control pursuant to which Common Units will be converted
into cash, securities, or other property or assets (including any combination thereof) (“Series C Preferred Alternative Conversion Consideration”), each Series C Preferred Unitholder electing to exercise its Series C
Preferred Change of Control Conversion Right will receive upon conversion of the Series C Preferred Units elected by such holder the kind and amount of such Series C Preferred Alternative Conversion Consideration on a per Series C Preferred Unit
basis that such Series C Preferred Unitholder would have owned or been entitled to receive upon the Change of Control had such Series C Preferred Unitholder held a number of Common Units equal to the Series C Preferred Common Unit Conversion
Consideration immediately prior to the effective time of the Change of Control; provided, that, if the holders of Common Units have the opportunity to elect the form of consideration to be received in such Change of Control, the consideration
that the Series C Preferred Unitholders electing to exercise their Series C Preferred Change of Control Conversion Right will receive will be the form and proportion of the aggregate consideration elected by the holders of Common Units who
participate in the determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of Common Units are subject, including, without limitation, pro rata reductions applicable to any portion of
the consideration payable in the Change of Control. No fractional Common Units will be issued upon the conversion of the Series C Preferred Units. Instead, the Partnership shall pay the cash value of such fractional Common Units. 

(E) Notwithstanding anything to the contrary in this Agreement, if the Partnership provides notice of its election to redeem Series C
Preferred Units pursuant to Section 5.16(b)(iv), Series C Preferred Unitholders shall not have any right to convert the Series C Preferred Units that the Partnership has elected to redeem, and any Series C Preferred Units subsequently selected
for redemption that have been tendered for conversion shall be redeemed on the Series C Preferred Redemption Date instead of converted on the Series C Preferred Change of Control Conversion Date. 

(F) The Partnership shall issue a press release for publication through a news or press organization as is reasonably expected to broadly
disseminate the relevant information to the public, or post notice on the website of the Partnership, in any event prior to the opening of business on the first Business Day following any date on which the Partnership (or a third party with its
prior written consent) provides the notice described in Section 5.16(b)(xi)(B) to the Series C Preferred Unitholders. 
 (G) Each
Series C Preferred Unitholder electing to exercise its Series C Preferred Change of Control Conversion Right will be required, prior to the close of business on the third Business Day preceding the Series C Preferred Change of Control Conversion
Date, to notify the Partnership of the number of Series C Preferred Units to be converted pursuant to the Series C Preferred Change of Control Conversion Right and otherwise to comply with any applicable procedures contained in the notice described
in Section 5.16(b)(xi)(B) or otherwise required by the Depositary for effecting the conversion. 
 (H) Upon conversion, the rights of
such participating Series C Preferred Unitholder as a holder of the Series C Preferred Units shall cease with respect to such converted Series C Preferred Units, and such Person shall continue to be a Partner and have the rights of a holder of
Common Units under this Agreement. Each Series C Preferred Unit shall, upon its Series C Preferred Change of Control Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance of the Series C
Preferred Conversion Common Units. 

  
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 (I) The Partnership shall pay any documentary, stamp, or similar issue or transfer taxes or
duties relating to the issuance or delivery of Series C Preferred Conversion Common Units. However, the participating Series C Preferred Unitholder shall pay any tax or duty that may be payable relating to any transfer involving the issuance or
delivery of Series C Preferred Conversion Common Units. 
 ARTICLE VI 

ALLOCATIONS AND DISTRIBUTIONS 

Section 6.1 Allocations for Capital Account Purposes. 

For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items
of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. 

(a) Net Income. After giving effect to the special allocations set forth in Section 6.1(d), Net Income for each taxable year and
all items of income, gain, loss, and deduction taken into account in computing Net Income for such taxable year shall be allocated as follows: 

(i) First, 100% to the General Partner as necessary to eliminate any deficit balance in the General Partner’s Capital Account; 

(ii) Second, 100% to the Series A Preferred Unitholders, the Series B Preferred Unitholders, and the Series C Preferred Unitholders, in
proportion to, and in an amount equal to the aggregate Net Losses allocated to the Series A Preferred Unitholders, the Series B Preferred Unitholders, and the Series C Preferred Unitholders pursuant to Section 6.1(b)(ii) for all previous
taxable periods, until the aggregate amount of Net Income allocated to such Series A Preferred Unitholders, Series B Preferred Unitholders and Series C Preferred Unitholders pursuant to this Section 6.1(a)(ii) for the current and all
previous taxable periods is equal to the aggregate amount of Net Loss allocated to such Series A Preferred Unitholders, Series B Preferred Unitholders, and Series C Preferred Unitholders pursuant to Section 6.1(b)(ii) for all previous
taxable periods; provided that in no event shall Net Income be allocated to any such Series A Preferred Unitholder to cause its Capital Account in respect of a Series A Preferred Unit to exceed the Series A Preferred Base
Liquidation Preference in respect of such Series A Preferred Units, be allocated to any such Series B Preferred Unitholder to cause its Capital Account in respect of a Series B Preferred Unit to exceed the Series B Preferred Base
Liquidation Preference in respect of such Series B Preferred Units, or be allocated to any such Series C Preferred Unitholder to cause its Capital Account in respect of a Series C Preferred Unit to exceed the Series C Preferred Base
Liquidation Preference in respect of such Series C Preferred Units; and 
 (iii) Thereafter, 100% to the Unitholders holding Common
Units, in accordance with their respective Percentage Interests. 

  
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 (b) Net Losses. After giving effect to the special allocations set forth in
Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss, and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows: 

(i) First, 100% to the Unitholders holding Common Units, in accordance with their respective Percentage Interests; provided that Net
Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing
deficit balance in its Adjusted Capital Account); 
 (ii) Second, 100% to the Series A Preferred Unitholders, the Series B Preferred
Unitholders, and the Series C Preferred Unitholders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, each Series B Preferred Unit, and
each Series C Preferred Unit then Outstanding has been reduced to zero; and 
 (iii) Thereafter, the balance, if any, 100% to the General
Partner. 
 (c) Net Termination Gains and Losses. After giving effect to the special allocations set forth in Section 6.1(d),
all items of income, gain, loss, and deduction taken into account in computing Net Termination Gain or Net Termination Loss for such taxable period shall be allocated in the same manner as such Net Termination Gain or Net Termination Loss is
allocated hereunder. All allocations under this Section 6.1(c) shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 6.1; provided, however, that solely for
purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4. 
 (i) If
a Net Termination Gain is recognized (or deemed recognized pursuant to Section 5.5(d)), such Net Termination Gain shall be allocated among the Partners in the following manner (and the Capital Accounts of the Partners shall be increased by the
amount so allocated in each of the following subclauses, in the order listed, before an allocation is made pursuant to the next succeeding subclause): 

(A) First, to each Partner having a deficit balance in its Capital Account, in the proportion that such deficit balance bears to the total
deficit balances in the Capital Accounts of all Partners, until each such Partner has been allocated Net Termination Gain equal to any such deficit balance in its Capital Account; 

(B) Second, to all Series A Preferred Unitholders, Pro Rata, Series B Preferred Unitholders, Pro Rata, and Series C Preferred
Unitholders, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit, each Outstanding Series B Preferred Unit, and each Outstanding Series C Preferred Unit equals the Series A Preferred Base Liquidation
Preference, the Series B Preferred Base Liquidation Preference, or the Series C Preferred Base Liquidation Preference, as applicable (with the amounts allocated between Series A Preferred Unitholders as a group, Series B Preferred Unitholders as a
group, and Series C Preferred Unitholders as a group, being in proportion to their relative Adjusted Capital Accounts prior to such allocation); 

(C) Third, among the Unitholders holding Common Units in a manner that, to the nearest extent possible, results in equal Capital Account
balances maintained with respect to each Common Unit; and 

  
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 (D) Thereafter, to the Unitholders holding Common Units, in accordance with their
respective Percentage Interests. 
 (i) If a Net Termination Loss is recognized (or deemed recognized pursuant to Section 5.5(d)), such
Net Termination Loss shall be allocated among the Partners in the following manner: 
 (A) First, among the Unitholders holding Common Units
in a manner that, to the nearest extent possible, results in equal Capital Account balances maintained with respect to each Common Unit; 

(B) Second, to the Unitholders holding Common Units, in accordance with their respective Percentage Interests, until the Capital Account in
respect of each Unit then Outstanding has been reduced to zero; 
 (C) Third, to all Series A Preferred Unitholders, Series B
Preferred Unitholders, and Series C Preferred Unitholders, in proportion to their Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, each Series B Preferred Unit, and each Series C
Preferred Unit then Outstanding has been reduced to zero; and 
 (D) Thereafter, the balance, if any, 100% to the General Partner. 

(d) Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made
for such taxable period: 
 (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if
there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts
provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For
purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to
this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback
requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. 

(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than
Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any
Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided
in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted
Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and
other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in
Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 

  
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 (iii) Priority Allocations. If the amount of cash or the Net Agreed Value of
any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units (other than to the Series A Preferred Unitholders, the Series B Preferred Unitholders, and the Series C
Preferred Unitholders with respect to the Series A Preferred Units, the Series B Preferred Units, and the Series C Preferred Units, respectively) for a taxable year is greater (on a per Unit basis) than the amount of cash or the Net Agreed
Value of property distributed to the other Unitholders (other than the Series A Preferred Unitholders, the Series B Preferred Unitholders, and the Series C Preferred Unitholders) with respect to their Units (on a per Unit basis), then there shall be
allocated income and gain to each Unitholder receiving such greater cash or property distribution until the aggregate amount of such items allocated pursuant to this Section 6.1(d)(iii) for the current taxable year and all previous taxable
years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders (other than to the Unitholders holding Series A Preferred
Units, Series B Preferred Units, or Series C Preferred Units) receiving the smallest distribution and (bb) the number of Units owned by the Unitholder receiving the greater distribution. 

(iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described
in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of
Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if
any, in its Adjusted Capital Account created by such adjustments, allocations, or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii). 

(v) Gross Income Allocations. In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership
taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible;
provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this
Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were not in this Agreement. 
 (vi) Nonrecourse
Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners in accordance with their respective Percentage Interests. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be
allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed
ratio to the numerically closest ratio that does satisfy such requirements. 

  
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 (vii) Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated (x) first, to those Partners that contributed property to the Partnership (or a predecessor of which contributed property to the Partnership) in proportion to and to the extent
of the amount by which each such Partner’s share of any Section 704(c) built-in gains (including, for the avoidance of doubt, reverse Section 704(c) gains) exceeds such Partner’s share of
Nonrecourse Built-in Gain (provided, that Nonrecourse Liabilities of the Partnership shall be allocated under this clause (x) to any particular Partner only to the extent necessary to ensure that
such Partner is allocated sufficient Nonrecourse Liabilities of the Partnership to avoid such Partner’s recognizing gain under Section 731(a)), and (y) second, among the Partners in accordance with their Percentage Interests. 

 (viii) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership
asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount
of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the
Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. 

(ix) Equalization of Capital Accounts. Except to the extent it would reasonably be expected to have an adverse impact on the holders of
the Series A Preferred Units, Series B Preferred Units or Series C Preferred Units, items of Unrealized Gain and Unrealized Loss arising in connection with any Revaluation Event (including the Revaluation Event occurring upon the issuance of
Restructuring Common Units) shall be allocated among the Unitholders holding Common Units in a manner that, to the nearest extent possible, results in equal Capital Account balances maintained with respect to each Common Unit. 

(x) Curative Allocation. 

(A) Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be
taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of income, gain, loss, and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together,
shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1.
Notwithstanding the preceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse
Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 6.1(d)(x)(A) shall only be made with respect to Required Allocations
to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(d)(x)(A) shall be deferred with respect to
allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner determines that such allocations are likely to be offset by subsequent Required Allocations. 

(B) The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(x)(A) in whatever
order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations and (2) divide all allocations pursuant to Section 6.1(d)(x)(A) among the Partners in a manner that is likely to minimize
such economic distortions. 

  
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 (xi) [Reserved.] 

(xii) [Reserved.] 
 (xiii)
Series A Preferred Issuance Premium Allocation. In the event that a Series A Preferred Unit is issued for an amount in excess of the Series A Preferred Liquidation Preference for such Unit, the excess shall be
considered income of the Partnership and shall be allocated to the Partners (other than Series A Preferred Unitholders, Series B Preferred Unitholders, and Series C Preferred Unitholders) in accordance with their respective Percentage
Interests. 
 (xiv) Series B Preferred Issuance Premium Allocation. In the event that a Series B Preferred
Unit is issued for an amount in excess of the Series B Preferred Liquidation Preference for such Unit, the excess shall be considered income of the Partnership and shall be allocated to the Partners (other than Series A Preferred
Unitholders, Series B Preferred Unitholders, and Series C Preferred Unitholders) in accordance with their respective Percentage Interests. 

(xv) Series C Preferred Issuance Premium Allocation. In the event that a Series C Preferred Unit is issued for
an amount in excess of the Series C Preferred Liquidation Preference for such Unit, the excess shall be considered income of the Partnership and shall be allocated to the Partners (other than Series A Preferred Unitholders, Series B
Preferred Unitholders, and Series C Preferred Unitholders) in accordance with their respective Percentage Interests. 
 Section 6.2 Allocations for
Tax Purposes. 
 (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss, and
deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss, or deduction is allocated pursuant to Section 6.1. 

(b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted
Property, items of income, gain, loss, depreciation, amortization, and cost recovery deductions shall be allocated for federal income tax purposes among the Partners as follows: 

(i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner
provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution and (B) any item of Residual Gain or Residual Loss attributable to
a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. 

(ii) (A) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent
with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii) and
(2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A) and (B) any item of Residual Gain or Residual Loss attributable to an
Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1. 

  
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 (iii) The General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities, except with respect to goodwill contributed to the Partnership upon formation. 

(c) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or
classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax
purposes of income (including gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c)
of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations, and make such amendments to this Agreement
as provided in this Section 6.2(c) only if such conventions, allocations, or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Limited Partner Interests issued and Outstanding or the
Partnership, and if such allocations are consistent with the principles of Section 704 of the Code. 
 (d) The General Partner may
determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized
Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the Partnership’s common basis of such property, despite any inconsistency of
such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General
Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had
purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve the uniformity of the
intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests. 

(e) In accordance with Treasury Regulation Section 1.1245-1(e), any gain allocated to the
Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the
same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. 

(f) All items of income, gain, loss, deduction, and credit recognized by the Partnership for federal income tax purposes and allocated to the
Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be
adjusted (in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. 

  
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 (g) Each item of Partnership income, gain, loss, and deduction, for federal income tax
purposes, shall be determined on an annual basis and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the New York Stock Exchange on the first Business Day of each month; provided, however, that
gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income or loss realized and recognized other than in the ordinary course of business, as determined by the General Partner, shall be
allocated to the Partners as of the opening of the New York Stock Exchange on the first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General Partner may revise, alter, or otherwise modify
such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder. 

(h) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the
beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the
General Partner. 
 (i) If, as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under
Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the General Partner shall make corrective allocations pursuant to Treasury Regulation
Section 1.704-1(b)(4)(x). 
 (j) To the extent permitted by applicable law, the Partnership
shall accrue and report the income and deduction from the guaranteed payment for the use of capital attributable to each Series A Preferred Distribution for such Series A Preferred Distribution without regard to whether the Series A Preferred
Distribution is paid on, for the period from the first day of such tax year to, but not including, the next Series A Preferred Distribution Payment Date, such next Series A Preferred Distribution Payment Date and, for the remainder of the year, from
the Series A Preferred Distribution Payment Date to, but not including, the next Series A Preferred Distribution Payment Date, such next Series A Preferred Distribution Payment Date; provided, however, that the portion of such income and
deduction for the period beginning on the last Series A Preferred Distribution Payment Date of any tax year and continuing through the final day of such tax year shall be accrued and reported on the final day of such tax year. 

(k) To the extent permitted by applicable law, the Partnership shall accrue and report the income and deduction from the guaranteed payment
for the use of capital attributable to each Series B Preferred Distribution on the Series B Preferred Distribution Payment Date for such Series B Preferred Distribution without regard to whether the Series B Preferred Distribution is paid on, for
the period from the first day of such tax year to, but not including, the next Series B Preferred Distribution Payment Date, such next Series B Preferred Distribution Payment Date and, for the remainder of the year, from the Series B Preferred
Distribution Payment Date to, but not including, the next Series B Preferred Distribution Payment Date, such next Series B Preferred Distribution Payment Date; provided, however, that the portion of such income and deduction for the period
beginning on the last Series B Preferred Distribution Payment Date of any tax year and continuing through the final day of such tax year shall be accrued and reported on the final day of such tax year. 

  
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 (l) To the extent permitted by applicable law, the Partnership shall accrue and report the
income and deduction from the guaranteed payment for the use of capital attributable to each Series C Preferred Distribution on the Series C Preferred Distribution Payment Date for such Series C Preferred Distribution without regard to whether the
Series C Preferred Distribution is paid on, for the period from the first day of such tax year to, but not including, the next Series C Preferred Distribution Payment Date, such next Series C Preferred Distribution Payment Date and, for the
remainder of the year, from the Series C Preferred Distribution Payment Date to, but not including, the next Series C Preferred Distribution Payment Date, such next Series C Preferred Distribution Payment Date; provided, however, that the
portion of such income and deduction for the period beginning on the last Series C Preferred Distribution Payment Date of any tax year and continuing through the final day of such tax year shall be accrued and reported on the final day of such tax
year. 
 Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders. 

(a) Except as otherwise required by Section 5.14(b)(ii), Section 5.15(b)(ii) or Section 5.16(b)(ii), within 45 days following
the end of each Quarter, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed in accordance with this Article VI
by the Partnership to the holders of Common Units, Pro Rata, as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus
until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any
remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be
made subject to Section 17-607 of the Delaware Act. For the avoidance of doubt, none of the General Partner Interest, the Series A Preferred Units, the Series B Preferred Units, or the Series C Preferred
Units shall be entitled to distributions made pursuant to this Section 6.3(a). 
 (b) Notwithstanding Section 6.3(a), in the event
of the dissolution and liquidation of the Partnership, all receipts received during or after the Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the terms and conditions of,
Section 12.4. 
 (c) The General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all
or less than all of the Partners, as a distribution of Available Cash to such Partners. 
 (d) Each distribution in respect of a Partnership
Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall
constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. 

Section 6.4 [Reserved.] 
 Section 6.5 [Reserved.] 


  
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 Section 6.6 [Reserved.] 

Section 6.7 [Reserved.] 
 Section 6.8 [Reserved.] 

Section 6.9 [Reserved.] 
 Section 6.10 [Reserved.]

 Section 6.11 Special Provisions Relating to the Holders of Series A Preferred Units, Series B Preferred Units, and Series C
Preferred Units. 
 Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Series A Preferred
Units, the Series B Preferred Units, and the Series C Preferred Units (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and
(ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding
Units, except as provided in Section 5.14(b)(iii), Section 5.15(b)(iii), Section 5.16(b)(iii), or as required by applicable law, or (ii) be entitled to any distributions other than as provided in Section 5.14(b)(ii),
Section 5.15(b)(ii), or Section 5.16(b)(ii). 
 ARTICLE VII 

MANAGEMENT AND OPERATION OF BUSINESS 

Section 7.1 Management. 
 (a) The
General Partner shall conduct, direct, and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the
General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are
granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to
conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: 

(i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness
and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Partnership Securities, and the incurring of any other obligations; 

(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Partnership; 
 (iii) the acquisition, disposition, mortgage, pledge, encumbrance,
hypothecation, or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior
approval that may be required by Section 7.3 and Article XIV); 

  
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 (iv) the use of the assets of the Partnership (including cash on hand) for any purpose
consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or
guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; 
 (v) the negotiation,
execution, and performance of any contracts, conveyances, or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to
the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);

 (vi) the distribution of Partnership cash; 

(vii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,”
“secretary,” and “treasurer”) and agents, outside attorneys, accountants, consultants, and contractors and the determination of their compensation and other terms of employment or hiring; 

(viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; 

(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or
general partnerships, joint ventures, corporations, limited liability companies, or other relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions
set forth in Section 2.4; 
 (x) the control of any matters affecting the rights and obligations of the Partnership, including the
bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration, or mediation and the incurring of legal expense and the settlement of claims and litigation; 

(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; 

(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner
Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.8); 

(xiii) the purchase, sale, or other acquisition or disposition of Partnership Securities, or the issuance of options, rights, warrants, and
appreciation rights relating to Partnership Securities; 
 (xiv) the undertaking of any action in connection with the Partnership’s
participation in any Group Member; and 

  
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 (xv) the entering into of agreements with any of its Affiliates to render services to a
Group Member or to itself in the discharge of its duties as General Partner of the Partnership. 
 (b) Notwithstanding any other provision
of this Agreement, any Group Member Agreement, the Delaware Act, or any applicable law, rule, or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves,
ratifies, and confirms the execution, delivery, and performance by the parties thereto of this Agreement, and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Omnibus Agreement, the Contribution Agreement, any
Group Member Agreement and the other agreements described in, or filed as, exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement; (ii) agrees that the General Partner (on its own
or through any officer of the Partnership) is authorized to execute, deliver, and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions, and matters described in or contemplated by the
Registration Statement on behalf of the Partnership without any further act, approval, or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution,
delivery, or performance by the General Partner, any Group Member, or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the
General Partner of the rights accorded pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement
(or any other agreements) or of any duty stated or implied by law or equity. 
 Section 7.2 Certificate of Limited Partnership. 

The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as
required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation,
qualification, and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the
extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited
partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms
of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document, or any amendment thereto to any Limited Partner. 

Section 7.3 Restrictions on the General Partner’s Authority. 

Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange, or otherwise dispose of all or
substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation, other combination, or sale of ownership interests of the
Partnership’s Subsidiaries) without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate, or grant a
security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the 

  
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Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of
the Partnership, except as permitted under Section 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership. 

Section 7.4 Reimbursement of the General Partner. 

(a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services
as a general partner or managing member of any Group Member. 
 (b) The General Partner shall be reimbursed on a monthly basis, or such
other basis as the General Partner may determine, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation, and other amounts paid to any Person,
including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group) and (ii) all other expenses allocable to the Partnership Group or
otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses that are allocable
to the Partnership Group. Reimbursements pursuant to this Section 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7. 

(c) The General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and
adopt on behalf of the Partnership employee benefit plans, employee programs, and employee practices (including plans, programs, and practices involving the issuance of Partnership Securities or options to purchase or rights, warrants, or
appreciation rights relating to Partnership Securities), or cause the Partnership to issue Partnership Securities in connection with, or pursuant to, any employee benefit plan, employee program, or employee practice maintained or sponsored by the
General Partner, Group Member, or any Affiliates in each case for the benefit of employees of the General Partner or any of its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The
Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Securities that the General Partner or such Affiliates are obligated to provide to any employees pursuant to any such employee benefit plans,
employee programs, or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs, and practices (including the net cost to the General Partner or such Affiliates of Partnership Securities purchased by
the General Partner or such Affiliates from the Partnership to fulfill options or awards under such plans, programs, and practices) shall be reimbursed in accordance with Section 7.4(b). Any and all obligations of the General Partner under any
employee benefit plans, employee programs, or employee practices adopted by the General Partner as permitted by this Section 7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General
Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. 

  
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 Section 7.5 Outside Activities. 

(a) After the Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole
business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake
activities that are ancillary or related thereto (including being a limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to
(A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning, or disposing of debt or equity securities in any
Group Member. 
 (b) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and
description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently
or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any
Group Member or any Partner or Assignee. None of any Group Member, any Limited Partner, or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any
business ventures of any Indemnitee. 
 (c) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive
activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty
or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership, and (iii) the
Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate
opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement, or other matter that
may be an opportunity for the Partnership, shall have any duty to communicate or offer such opportunity to the Partnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Limited Partner, or any other
Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires for itself, directs such opportunity to another Person, or does not communicate such opportunity or
information to the Partnership. 
 (d) The General Partner and each of its Affiliates may acquire Units or other Partnership Securities in
addition to those acquired on the Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or other Partnership Securities acquired by them. The term
“Affiliates” when used in this Section 7.5(d) with respect to the General Partner shall not include any Group Member. 
 (e)
Notwithstanding anything to the contrary in this Agreement, to the extent that any provision of this Agreement purports or is interpreted to have the effect of restricting the fiduciary duties that might otherwise, as a result of Delaware or other
applicable law, be owed by the General Partner to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be inapplicable and have no effect in determining
whether the General Partner has complied with its fiduciary duties in connection with determinations made by it under this Section 7.5. 

  
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 Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership or Group
Members. 
 (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the
General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not
charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on
comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall
reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group
Member” shall include any Affiliate of a Group Member that is controlled by the Group Member. 
 (b) The Partnership may lend or
contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another
Group Member). 
 (c) No borrowing by any Group Member, or the approval thereof by the General Partner, shall be deemed to constitute a
breach of any duty, expressed or implied, of the General Partner or its Affiliates to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable distributions to the
General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed the General Partner’s Percentage Interest of the total amount distributed to all partners. 

Section 7.7 Indemnification. 
 (a)
To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities,
joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements, or other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative,
or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there
has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this
Section 7.7, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no
indemnification pursuant to this Section 7.7 shall be available to the General Partner or its Affiliates (other than a Group Member) with respect to its or their obligations incurred pursuant to the Underwriting Agreement, the Omnibus
Agreement, or the Contribution Agreement (other than obligations incurred by the General Partner on behalf of the Partnership). Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being
agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification. 

  
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 (b) To the fullest extent permitted by law, expenses (including legal fees and expenses)
incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any claim, demand, action, suit, or proceeding shall, from time to time, be advanced by the Partnership prior to a determination that the Indemnitee is not
entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this
Section 7.7. 
 (c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an
Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in
any other capacity (including any capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the
Indemnitee. 
 (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance,
on behalf of the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the
Partnership’s activities or such Person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 

(e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an
employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with
respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties
for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership. 

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in
this Agreement. 
 (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the
Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 

(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns, and administrators and
shall not be deemed to create any rights for the benefit of any other Persons. 

  
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 (i) No amendment, modification, or repeal of this Section 7.7 or any provision hereof
shall in any manner terminate, reduce, or impair the right of any past, present, or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the
provisions of this Section 7.7 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification, or
repeal, regardless of when such claims may arise or be asserted. 
 Section 7.8 Liability of Indemnitees. 

(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the
Partnership, the Limited Partners, or any other Persons who have acquired interests in the Partnership Securities, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or, in the case
of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. 
 (b) Subject to its obligations and duties as
General Partner set forth in Section 7.1(a), the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General
Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith. 

(c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the
Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions
of this Agreement. 
 (d) Any amendment, modification, or repeal of this Section 7.8 or any provision hereof shall be prospective only
and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters
occurring, in whole or in part, prior to such amendment, modification, or repeal, regardless of when such claims may arise or be asserted. 

Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. 

(a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or
arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member, or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such
conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law
or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner
and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties, or (iv) fair and reasonable to the Partnership, taking into account the totality of the
relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the 

  
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Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General
Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of
interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by any Limited Partner or by
or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the
contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement.

 (b) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it
to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement, or any other agreement contemplated hereby or otherwise, then, unless another
express standard is provided for in this Agreement, the General Partner, or such Affiliates causing it to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or
different standards imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule, or regulation or at equity. In order for a determination or other action to be in
“good faith” for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such other action must believe that the determination or other action is in the best interests of the Partnership.

 (c) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it
to do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement, any Group Member Agreement, or any other agreement contemplated hereby or otherwise, then the General
Partner, or such Affiliates causing it to do so, are entitled to make such determination or to take or decline to take such other action free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner, and the General
Partner, or such Affiliates causing it to do so, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, or any other agreement contemplated hereby or under the Delaware Act
or any other law, rule, or regulation or at equity. By way of illustration and not of limitation, whenever the phrase, “at the option of the General Partner,” or some variation of that phrase, is used in this Agreement, it indicates that
the General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the General Partner votes or transfers its Partnership Interests, or refrains from voting or transferring its Partnership Interests, it shall be acting in
its individual capacity. The General Partner’s organizational documents may provide that determinations to take or decline to take any action in its individual, rather than representative, capacity may or shall be determined by its members, if
the General Partner is a limited liability company, stockholders, if the General Partner is a corporation, or the members or stockholders of the General Partner’s general partner, if the General Partner is a partnership. 

(d) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation,
express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit any Group Member to use any facilities or assets of the General Partner and its
Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any of its Affiliates to enter into such contracts shall be at its option. 

  
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 (e) Except as expressly set forth in this Agreement, neither the General Partner nor any
other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and
liabilities, including fiduciary duties, of the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of the General Partner or such other Indemnitee.

 (f) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to
approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9. 

Section 7.10 Other Matters Concerning the General Partner. 

(a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. 

(b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, and other
consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such
Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. 

(c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly
authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership. 

Section 7.11 Purchase or Sale of Partnership Securities. 

Subject to Section 5.14(b)(iv), Section 5.15(b)(iv), and Section 5.16(b)(iv), the General Partner may cause the Partnership to
purchase or otherwise acquire Partnership Securities. Such Partnership Securities shall be held by the Partnership as treasury securities unless they are expressly cancelled by action of an appropriate officer of the General Partner. As long as
Partnership Securities are held by any Group Member, such Partnership Securities shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase
or otherwise acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the provisions of Articles IV and X. 

  
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 Section 7.12 Registration Rights of the General Partner and its Affiliates. 

(a) If (i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12, any Person that
is an Affiliate of the General Partner at the date hereof notwithstanding that it may later cease to be an Affiliate of the General Partner) holds Partnership Securities that it desires to sell and (ii) Rule 144 of the Securities Act (or any
successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Partnership Securities (the “Holder”) to dispose of the number of Partnership Securities it desires to
sell at the time it desires to do so without registration under the Securities Act, then at the option and upon the request of the Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and
use all commercially reasonable efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such
registration statement have been sold, a registration statement under the Securities Act registering the offering and sale of the number of Partnership Securities specified by the Holder; provided, however, that the Partnership shall
not be required to effect more than three registrations pursuant to Section 7.12(a) and Section 7.12(b); and provided further, however, that if the Special Committee determines in good faith that the requested registration would be
materially detrimental to the Partnership and its Partners because such registration would (x) materially interfere with a significant acquisition, reorganization, or other similar transaction involving the Partnership, (y) require
premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential, or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the
Partnership shall have the right to postpone such requested registration for a period of not more than six months after receipt of the Holder’s request, such right pursuant to this Section 7.12(a) or Section 7.12(b) not to be utilized
more than once in any twelve-month period. Except as provided in the preceding sentence, the Partnership shall be deemed not to have used all commercially reasonable efforts to keep the registration statement effective during the applicable period
if it voluntarily takes any action that would result in Holders of Partnership Securities covered thereby not being able to offer and sell such Partnership Securities at any time during such period, unless such action is required by applicable law.
In connection with any registration pursuant to the first sentence of this Section 7.12(a), the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to
such registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would
become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (B) such documents as may be
necessary to apply for listing or to list the Partnership Securities subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary
or appropriate to enable the Holder to consummate a public sale of such Partnership Securities in such states. Except as set forth in Section 7.12(d), all costs and expenses of any such registration and offering (other than the underwriting
discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder. 
 (b) If any Holder holds Partnership
Securities that it desires to sell and Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Partnership Securities
it desires to sell at the time it desires to do so without registration under the Securities Act, then at the option and upon the 

  
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request of the Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all reasonable efforts to cause to become effective and
remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such shelf registration statement have been sold, a “shelf”
registration statement covering the Partnership Securities specified by the Holder on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission; provided, however, that the
Partnership shall not be required to effect more than three registrations pursuant to Section 7.12(a) and this Section 7.12(b); and provided further, however, that if the Special Committee determines in good faith that any offering
under, or the use of any prospectus forming a part of, the shelf registration statement would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant
acquisition, reorganization, or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential, or
(z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for a period of not more than six months after receipt of the
Holder’s request, such right pursuant to Section 7.12(a) or this Section 7.12(b) not to be utilized more than once in any twelve-month period. Except as provided in the preceding sentence, the Partnership shall be deemed not to have
used all reasonable efforts to keep the shelf registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Partnership Securities covered thereby not being able to offer and sell
such Partnership Securities at any time during such period, unless such action is required by applicable law. In connection with any shelf registration pursuant to this Section 7.12(b), the Partnership shall (i) promptly prepare and file
(A) such documents as may be necessary to register or qualify the securities subject to such shelf registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such
qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business
in such jurisdiction solely as a result of such shelf registration, and (B) such documents as may be necessary to apply for listing or to list the Partnership Securities subject to such shelf registration on such National Securities Exchange as
the Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Partnership Securities in such states. Except as set forth in
Section 7.12(d), all costs and expenses of any such shelf registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder. 

(c) If the Partnership shall at any time propose to file a registration statement under the Securities Act for an offering of equity
securities of the Partnership for cash (other than an offering relating solely to an employee benefit plan), the Partnership shall use all reasonable efforts to include such number or amount of securities held by the Holder in such registration
statement as the Holder shall request; provided, that the Partnership is not required to make any effort or take any action to so include the securities of the Holder once the registration statement is declared effective by the Commission or
otherwise becomes effective, including any registration statement providing for the offering from time to time of securities pursuant to Rule 415 of the Securities Act. If the proposed offering pursuant to this Section 7.12(c) shall be an
underwritten offering, then, in the event that the managing underwriter or managing underwriters of such offering advise the Partnership and the Holder in writing that in their opinion the inclusion of all or some of the Holder’s Partnership
Securities would adversely and materially affect the success of the offering, the Partnership shall include in such offering only that number or 

  
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amount, if any, of securities held by the Holder that, in the opinion of the managing underwriter or managing underwriters, will not so adversely and materially affect the offering. Except as set
forth in Section 7.12(d), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder. 

(d) If underwriters are engaged in connection with any registration referred to in this Section 7.12, the Partnership shall provide
indemnification, representations, covenants, opinions, and other assurance to the underwriters in form and substance reasonably satisfactory to such underwriters. Further, in addition to and not in limitation of the Partnership’s obligation
under Section 7.7, the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless the Holder, its officers, directors, and each Person who controls the Holder (within the meaning of the Securities Act) and any agent
thereof (collectively, “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest,
settlements, or other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative, or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a
party or otherwise, under the Securities Act or otherwise (hereinafter referred to in this Section 7.12(d) as a “claim” and in the plural as “claims”) based upon, arising out of or resulting from any untrue statement or
alleged untrue statement of any material fact contained in any registration statement under which any Partnership Securities were registered under the Securities Act or any state securities or Blue Sky laws, in any preliminary prospectus (if used
prior to the effective date of such registration statement), or in any summary or final prospectus or in any amendment or supplement thereto (if used during the period the Partnership is required to keep the registration statement current), or
arising out of, based upon, or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading; provided, however, that the
Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon, or results from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration
statement, such preliminary, summary, or final prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of such Indemnified Person specifically for use in
the preparation thereof. 
 (e) The provisions of Section 7.12(a), Section 7.12(b), and Section 7.12(c) shall continue to be
applicable with respect to the General Partner (and any of the General Partner’s Affiliates) after it ceases to be a general partner of the Partnership, during a period of two years subsequent to the effective date of such cessation and for so
long thereafter as is required for the Holder to sell all of the Partnership Securities with respect to which it has requested during such two-year period inclusion in a registration statement otherwise filed
or that a registration statement be filed; provided, however, that the Partnership shall not be required to file successive registration statements covering the same Partnership Securities for which registration was demanded during
such two-year period. The provisions of Section 7.12(d) shall continue in effect thereafter. 

(f) The rights to cause the Partnership to register Partnership Securities pursuant to this Section 7.12 may be assigned (but only with
all related obligations) by a Holder to a transferee or assignee of such Partnership Securities, provided (i) the Partnership is, within a reasonable time after such transfer, furnished with written notice of the name and address of such
transferee or assignee and the Partnership Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this
Section 7.12. 

  
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 (g) Any request to register Partnership Securities pursuant to this Section 7.12 shall
(i) specify the Partnership Securities intended to be offered and sold by the Person making the request, (ii) express such Person’s present intent to offer such Partnership Securities for distribution, (iii) describe the nature
or method of the proposed offer and sale of Partnership Securities, and (iv) contain the undertaking of such Person to provide all such information and materials and take all action as may be required in order to permit the Partnership to
comply with all applicable requirements in connection with the registration of such Partnership Securities. 
 Section 7.13 Reliance by Third
Parties. 
 Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to
assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell, or otherwise use in any manner any and
all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in
interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate, or disaffirm any action of the General Partner or any such officer in
connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the
necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document, or other instrument executed on behalf of the Partnership by the General Partner or its
representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document, or instrument, this Agreement was in full
force and effect, (b) the Person executing and delivering such certificate, document, or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (c) such certificate, document, or instrument was duly
executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. 

ARTICLE VIII 

BOOKS, RECORDS, ACCOUNTING AND REPORTS 

Section 8.1 Records and Accounting. 

The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to
the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the
Partnership in the regular course of its business, including the record of the Record Holders of Units or other Partnership Securities, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks,
hard drives, punch cards, magnetic tape, photographs, micrographics, or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of
time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. 

  
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 Section 8.2 Fiscal Year. 

The fiscal year of the Partnership shall be a fiscal year ending December 31. 

Section 8.3 Reports. 
 (a) As soon
as practicable, but in no event later than 120 days after the close of each fiscal year of the Partnership, the General Partner shall cause to be mailed or made available, by any reasonable means (including posting on or accessible through the
Partnership’s website) to each Record Holder of a Unit as of a date selected by the General Partner, an annual report containing financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with U.S.
GAAP, including a balance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent public accountants selected by the General Partner. 

(b) As soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each fiscal year,
the General Partner shall cause to be mailed or made available, by any reasonable means (including posting on or accessible through the Partnership’s website) to each Record Holder of a Unit, as of a date selected by the General Partner, a
report containing unaudited financial statements of the Partnership and such other information as may be required by applicable law, by regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or
as the General Partner determines to be necessary or appropriate. 
 ARTICLE IX 

TAX MATTERS 
 Section 9.1 Tax
Returns and Information. 
 The Partnership shall timely file all returns of the Partnership that are required for federal, state, and
local income tax purposes on the basis of the accrual method and the taxable year or years that it is required by law to adopt, from time to time, as determined by the General Partner. In the event the Partnership is required to use a taxable year
other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable year of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal and
state income tax reporting purposes with respect to a taxable year shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable year ends. The classification, realization, and recognition of
income, gain, losses, and deductions and other items shall be on the accrual method of accounting for federal income tax purposes. 
 Section 9.2
Tax Elections. 
 (a) The Partnership shall make the election under Section 754 of the Code in accordance with applicable
regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation is in the best interests of the Limited Partners. Notwithstanding any other
provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Limited
Partner Interest will be deemed to be the lowest quoted closing price of the Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading during the calendar month in which
such transfer is deemed to occur pursuant to Section 6.2(g) without regard to the actual price paid by such transferee. 

  
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 (b) Except as otherwise provided herein, the General Partner shall determine whether the
Partnership should make any other elections permitted by the Code. 
 Section 9.3 Tax Controversies. 

Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in Section 6231(a)(7) of the
Code as in effect prior to the date specified in Section 1101(g)(1) of the Bipartisan Budget Act of 2015) and the “partnership representative” (as defined in Section 6223 of the Code following the date specified in
Section 1101(g)(1) of the Bipartisan Budget Act of 2015) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities,
including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. In its capacity as “partnership representative,” the General Partner shall exercise any
and all authority of the “partnership representative” under the Code, including, without limitation, (i) binding the Partnership and its Partners with respect to tax matters and (ii) determining whether to make any available
election under Subchapter C of Chapter 63 of Subtitle A of the Code (including, without limitation, under Section 6226 of the Code). Each Partner agrees to cooperate with the General Partner and timely to do or refrain from doing any or all
things reasonably required by the General Partner to conduct such proceedings. Each Partner agrees that notice of or updates regarding tax controversies shall be deemed conclusively to have been given or made by the General Partner if the
Partnership has either (a) filed the information for which notice is required with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such information is publicly available on such system or (b) made the
information for which notice is required available on any publicly available website maintained by the Partnership, whether or not such Partner remains a Partner in the Partnership at the time such information is made publicly available. The General
Partner may amend the provisions of this Agreement as determined appropriate in order to minimize the potential U.S. federal, state, or local income tax consequences to current and former Limited Partners, and for the proper administration of the
Partnership, upon any amendment to the provisions of Subchapter C of Chapter 63 of Subtitle A of the Code, as enacted by the Bipartisan Budget Act of 2015 or the Protecting Americans from Tax Hikes Act of 2015, or the promulgation of regulations or
publication of other administrative guidance thereunder. 
 Section 9.4 Withholding. 

Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the
Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state, or local law including pursuant to Sections 1441, 1442, 1445, and 1446 of the Code. To the extent that the
Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or Assignee (including by reason of Section 1446 of the Code), the General
Partner may treat the amount withheld as a distribution of cash pursuant to Section 5.14(b)(ii), Section 5.15(b)(ii), Section 5.16(b)(ii), or Section 6.3 in the amount of such withholding from such Partner. 

  
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 ARTICLE X 

ADMISSION OF PARTNERS 
 Section 10.1
Admission of Limited Partners. 
 (a) By acceptance of the transfer of any Limited Partner Interests in accordance with
Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIV, and except as provided in Section 4.9, each transferee of, or other such
Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner
with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance, or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the
Limited Partner Interests so transferred, (ii) shall become bound by the terms of this Agreement, (iii) represents that the transferee has the capacity, power, and authority to enter into this Agreement, (iv) grants the powers of
attorney set forth in this Agreement, and (v) makes the consents and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new
Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited
Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is a Non-citizen Assignee shall be determined in accordance with Section 4.9 hereof. 
 (b) The name and
mailing address of each Limited Partner shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from
time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, as provided in Section 4.1 hereof. 

(c) Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions,
to receive allocations of income, gain, loss, deduction, or credit or any similar item or to receive any other rights to which the transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.1(a). 

Section 10.2 Admission of Successor General Partner. 

A successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the
General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the
predecessor or transferring General Partner, pursuant to Section 11.1 or Section 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted
to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to
the terms hereof, carry on the business of the members of the Partnership Group without dissolution. 

  
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 Section 10.3 Amendment of Agreement and Certificate of Limited Partnership. 

To effect the admission to the Partnership of any Partner, the General Partner shall take all steps necessary or appropriate under the
Delaware Act to amend the records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement and, if required by law, the General Partner shall prepare and file an amendment to
the Certificate of Limited Partnership, and the General Partner may for this purpose, among others, exercise the power of attorney granted pursuant to Section 2.6. 

ARTICLE XI 

WITHDRAWAL OR REMOVAL OF PARTNERS 

Section 11.1 Withdrawal of the General Partner. 

(a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each
such event herein referred to as an “Event of Withdrawal”); 
 (i) The General Partner voluntarily withdraws from
the Partnership by giving written notice to the other Partners; 
 (ii) The General Partner transfers all of its rights as General Partner
pursuant to Section 4.6; 
 (iii) The General Partner is removed pursuant to Section 11.2; 

(iv) The General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for
relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution, or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading
admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to, or acquiesces in the
appointment of a trustee (but not a debtor-in-possession), receiver, or liquidator of the General Partner or of all or any substantial part of its properties; 

(v) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is
entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or 

(vi) (A) in the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner,
or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a
limited liability company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in
the event the General Partner is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General Partner. 

  
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If an Event of Withdrawal specified in Section 11.1(a)(iv), (v), or (vi)(A), (B), (C), or (E) occurs, the withdrawing General Partner shall give notice to the Limited Partners within 30
days after such occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from the Partnership. 

(b) Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) the General Partner voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (ii) at any
time that the General Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iii) at any time that the General Partner voluntarily withdraws by giving at least 90
days’ advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and
its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the
General Partner as general partner or managing member, if any, to the extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit Majority may, prior
to the effective date of such withdrawal, elect a successor General Partner. The Person so elected as successor General Partner shall automatically become the successor general partner or managing member, to the extent applicable, of the other Group
Members of which the General Partner is a general partner or a managing member. If, prior to the effective date of the General Partner’s withdrawal, a successor is not selected by the Unitholders as provided herein or the Partnership does not
receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1. Any successor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of
Section 10.3. 
 Section 11.2 Removal of the General Partner. 

The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Common Units
(including Common Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of
the outstanding Common Units (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.3. The removal of
the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing
member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.3, automatically become a successor general partner or managing
member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless
the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of
Section 10.3. 

  
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 Section 11.3 Interest of Departing General Partner and Successor General Partner. 

(a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or
(ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the
Departing General Partner shall have the option, exercisable prior to the effective date of the departure of such Departing General Partner, to require its successor to purchase its General Partner Interest and its general partner interest (or
equivalent interest), if any, in the other Group Members (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and
payable as of the effective date of its departure. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and
if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former
General Partner), such successor shall have the option, exercisable prior to the effective date of the departure of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the
Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest of the Departing General Partner. In either event, the Departing General Partner shall be entitled to receive all reimbursements due
such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its
Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members. 
 For purposes of this
Section 11.3(a), the fair market value of the Departing General Partner’s Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective
date of such Departing General Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the
determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing General
Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts
shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest of the Departing
General Partner. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or
admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, and other factors it may deem relevant. 

(b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its
transferee) shall become a Limited Partner and its Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without
reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor 

  
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General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General
Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee)
contributed its Combined Interest to the Partnership in exchange for the newly issued Common Units. 
 (c) [Reserved.] 

Section 11.4 [Reserved.] 
 Section 11.5 Withdrawal
of Limited Partners. 
 No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that
when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner
Interest so transferred. 
 ARTICLE XII 

DISSOLUTION AND LIQUIDATION 

Section 12.1 Dissolution. 
 The
Partnership shall not be dissolved by the admission of additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a
successor General Partner is elected pursuant to Section 11.1 or Section 11.2, the Partnership shall not be dissolved and such successor General Partner shall continue the business of the Partnership. The Partnership shall dissolve, and
(subject to Section 12.2) its affairs shall be wound up, upon: 
 (a) an Event of Withdrawal of the General Partner as provided in
Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and an Opinion of Counsel is received as provided in Section 11.1(b) or Section 11.2 and such successor is admitted to the Partnership pursuant to
Section 10.3; 
 (b) an election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;

 (c) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; or 

(d) at any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act.


  
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 Section 12.2 Continuation of the Business of the Partnership After Dissolution. 

Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as
provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then within 90 days thereafter, or (b) dissolution of
the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v), or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue
the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time
period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: 

(i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII; 

(ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in
the manner provided in Section 11.3; and 
 (iii) the successor General Partner shall be admitted to the Partnership as General
Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the
Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner and (y) neither the
Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or
taxed). 
 Section 12.3 Liquidator. 

Upon dissolution of the Partnership, unless the business of the Partnership is continued pursuant to Section 12.2, the General Partner
shall select one or more Persons to act as Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority of the Outstanding Common
Units. The Liquidator (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of at least a majority
of the Outstanding Common Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers, and duties of the original Liquidator) shall within 30 days
thereafter be approved by holders of at least a majority of the Outstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute
Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the
parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale
set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Partnership as provided for
herein. 

  
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 Section 12.4 Liquidation. 

The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such
manner and over such period as determined by the Liquidator, subject to Section 17-804 of the Delaware Act and the following: 

(a) The assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator
and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously
therewith, appropriate cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or distribution of all
or some of the Partnership’s assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets, in whole or in part, in kind if it determines that a sale would be impractical or
would cause undue loss to the Partners. 
 (b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation for
serving in such capacity (subject to the terms of Section 12.3) and to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional, or unmatured or is
otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall
be distributed as additional liquidation proceeds. 
 (c) All property and all cash in excess of that required to discharge liabilities as
provided in Section 12.4(b) and that required to satisfy the Series A Preferred Liquidation Preference, the Series B Preferred Liquidation Preference, and the Series C Preferred Liquidation Preference provided for under Section 5.14(b)(v),
Section 5.15(b)(v), and Section 5.16(b)(v), respectively, shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account
all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence
being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such
occurrence). 
 Section 12.5 Cancellation of Certificate of Limited Partnership. 

Upon the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation
of the Partnership, the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to
terminate the Partnership shall be taken. 
 Section 12.6 Return of Contributions. 

The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the
Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets. 

  
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 Section 12.7 Waiver of Partition. 

To the maximum extent permitted by law, each Partner hereby waives any right to partition of the Partnership property. 

Section 12.8 Capital Account Restoration. 

No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The
General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable year of the Partnership during which such liquidation occurs, or, if later,
within 90 days after the date of such liquidation. 
 ARTICLE XIII 

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE 

Section 13.1 Amendments to be Adopted Solely by the General Partner. 

Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute,
swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: 
 (a) a change in
the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership, or the registered office of the Partnership; 

(b) admission, substitution, withdrawal, or removal of Partners in accordance with this Agreement; 

(c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as
a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated (to the extent not previously treated as such) as associations taxable as
corporations or otherwise taxed as entities for federal income tax purposes; 
 (d) subject to Section 5.14(b)(iii),
Section 5.15(b)(iii), and Section 5.16(b)(iii), a change that the General Partner determines (i) does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of
Partnership Interests) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency
or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate
uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline, or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be
necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9, or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or
is otherwise contemplated by this Agreement; 

  
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 (e) a change in the fiscal year or taxable year of the Partnership and any other changes
that the General Partner determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Partnership including, if the General Partner shall so determine, a change in the definition of “Quarter”
and the dates on which distributions (other than Series A Preferred Distributions, Series B Preferred Distributions, and Series C Preferred Distributions) are to be made by the Partnership; 

(f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers,
trustees, or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement
Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; 

(g) subject to Section 5.14(b)(iii), Section 5.15(b)(iii), and Section 5.16(b)(iii), an amendment that the General Partner
determines to be necessary or appropriate in connection with the authorization of issuance of any class or series of Partnership Securities pursuant to Section 5.6; 

(h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; 

(i) an amendment effected, necessitated, or contemplated by a Merger Agreement approved in accordance with Section 14.3; 

(j) an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the
Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company, or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4;

 (k) a merger, conveyance, or conversion pursuant to Section 14.3(d); or 

(l) any other amendments substantially similar to the foregoing. 

Section 13.2 Amendment Procedures. 

Except as provided in Section 5.14(b)(iii), Section 5.15(b)(iii), Section 5.16(b)(iii), Section 13.1, and
Section 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by the General Partner; provided, however, that the General Partner
shall have no duty or obligation to propose any amendment to this Agreement and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to propose an amendment, to the
fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, or any other agreement contemplated hereby or under the Delaware Act or any other
law, rule, or regulation or at equity. A proposed amendment shall be effective upon its approval by the General Partner and the holders of a Unit Majority, unless a greater or different percentage 

  
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is required under this Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a
writing that contains the text of the proposed amendment. If such an amendment is proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and
vote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any such proposed amendments. 

Section 13.3 Amendment Requirements. 

(a) Notwithstanding the provisions of Section 13.1 and Section 13.2, no provision of this Agreement that establishes a percentage of
Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed, or rescinded in any respect that would have the effect of reducing such voting percentage unless such
amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. 

(b) Notwithstanding the provisions of Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the
obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c), or (ii) enlarge the obligations of, restrict in any way any action by or
rights of, or reduce in any way the amounts distributable, reimbursable, or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given or withheld at its option. 

(c) Except as provided in Section 14.3, and without limitation of the General Partner’s authority to adopt amendments to this
Agreement without the approval of any Partners or Assignees as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes
of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. 

(d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise
provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such
amendment will not affect the limited liability of any Limited Partner under applicable partnership law of the state under whose laws the Partnership is organized. 

(e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of
the Outstanding Units. 
 Section 13.4 Special Meetings. 

All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special
meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which a meeting is proposed. Limited Partners shall call a special meeting by
delivering to the General Partner one or more requests in writing stating that the signing Limited Partners wish to call a special 

  
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meeting and indicating the general or specific purposes for which the special meeting is to be called. Within 60 days after receipt of such a call from Limited Partners or within such greater
time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, listing agreements, or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such a meeting, the
General Partner shall send a notice of the meeting to the Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner on a date not less than 10 days nor
more than 60 days after the mailing of notice of the meeting. Limited Partners shall not vote on matters that would cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the
Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which the Partnership is qualified to do business. 

Section 13.5 Notice of a Meeting. 

Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a
meeting is proposed in writing by mail or other means of written communication in accordance with Section 16.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written
communication. 
 Section 13.6 Record Date. 

For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals
without a meeting as provided in Section 13.11, the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting (unless such requirement conflicts with any rule,
regulation, guideline, or requirement of any National Securities Exchange on which the Units are listed or admitted to trading, in which case the rule, regulation, guideline, or requirement of such National Securities Exchange shall govern) or
(b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the General Partner to give such approvals. If the General Partner does not set a Record Date, then (i) the Record
Date for determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners shall be the close of business on the day next preceding the day on which notice is given, and (ii) the Record Date for determining
the Limited Partners entitled to give approvals without a meeting shall be the date the first written approval is deposited with the Partnership in care of the General Partner in accordance with Section 13.11. 

Section 13.7 Adjournment. 
 When a
meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such
adjournment shall be for more than 45 days. At the adjourned meeting, the Partnership may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new Record Date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII. 

  
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 Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes. 

The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at
a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the
meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to
disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting. 

Section 13.9 Quorum and Voting. 

The holders of a majority of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units
deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater
percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding
Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different
percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be
required. The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any
action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited
Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented either in
person or by proxy, but no other business may be transacted, except as provided in Section 13.7. 
 Section 13.10 Conduct of a Meeting.

 The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or
solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies, and
the determination of any controversies, votes, or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take
the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem
advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the
submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing. 

  
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 Section 13.11 Action Without a Meeting. 

If authorized by the General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if an
approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage of the Outstanding Units (including Units deemed owned by the General Partner) that would be necessary to authorize or
take such action at a meeting at which all the Limited Partners were present and voted (unless such provision conflicts with any rule, regulation, guideline, or requirement of any National Securities Exchange on which the Units are listed or
admitted to trading, in which case the rule, regulation, guideline, or requirement of such National Securities Exchange shall govern). Prompt notice of the taking of action without a meeting shall be given to the Limited Partners who have not
approved in writing. The General Partner may specify that any written ballot submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within the time period, which shall be not less
than 20 days, specified by the General Partner. If a ballot returned to the Partnership does not vote all of the Units held by the Limited Partners, the Partnership shall be deemed to have failed to receive a ballot for the Units that were not
voted. If approval of the taking of any action by the Limited Partners is solicited by any Person other than by or on behalf of the General Partner, the written approvals shall have no force and effect unless and until (a) they are deposited
with the Partnership in care of the General Partner, (b) approvals sufficient to take the action proposed are dated as of a date not more than 90 days prior to the date sufficient approvals are deposited with the Partnership, and (c) an
Opinion of Counsel is delivered to the General Partner to the effect that the exercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking
part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability and (ii) is otherwise permissible under the state statutes then governing the rights, duties and
liabilities of the Partnership and the Partners. 
 Section 13.12 Right to Vote and Related Matters. 

(a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained
in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All
references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units. 

(b) Only those Record Holders of the Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units, as applicable, on
the Record Date set pursuant to Section 13.6 (and subject to the limitations contained in the definition of “Outstanding” and the limitations set forth in Section 5.14(b)(iii), Section 5.15(b)(iii), and
Section 5.16(b)(iii)) shall be entitled to notice of, and to vote at, a meeting of Limited Partners holding Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units, as applicable, or to act with respect to
matters as to which the holders of the Outstanding Series A Preferred Units, Outstanding Series B Preferred Units, or Outstanding Series C Preferred Units, as applicable, have the right to vote or to act. All references in this Agreement to
votes of, or other acts that may be taken by, the Outstanding Series A Preferred Units, Outstanding Series B Preferred Units, or Outstanding Series C Preferred Units, as applicable, shall be deemed to be references to the votes or acts of the
Record Holders of such Outstanding Series A Preferred Units, Outstanding Series B Preferred Units, or Outstanding Series C Preferred Units, as applicable. 

  
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 (c) With respect to Units that are held for a Person’s account by another Person (such
as a broker, dealer, bank, trust company, or clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in respect of such Units on any matter, and
unless the arrangement between such Persons provides otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry.
The provisions of this Section 13.12(c) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3. 

ARTICLE XIV 

MERGER, CONSOLIDATION OR CONVERSION 

Section 14.1 Authority. 
 The
Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts, or unincorporated businesses, including a partnership
(whether general or limited (including a limited liability partnership)), or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a
written plan of merger or consolidation (“Merger Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, in accordance with this Article XIV. 

Section 14.2 Procedure for Merger, Consolidation or Conversion. 

(a) Merger, consolidation, or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General
Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation, or conversion of the Partnership and may decline to do so free of any
fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation, or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this
Agreement or any other agreement contemplated hereby or under the Delaware Act or any other law, rule, or regulation or at equity. 
 (b) If
the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth: 

(i) name and state of domicile of each of the business entities proposing to merge or consolidate; 

(ii) the name and state of domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving
Business Entity”); 
 (iii) the terms and conditions of the proposed merger or consolidation; 

(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property,
or interests, rights, securities, or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities, or rights of any constituent business entity are not to be exchanged or converted solely for, or
into, cash, property, or 

  
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general or limited partner interests, rights, securities, or obligations of the Surviving Business Entity, the cash, property, or interests, rights, securities, or obligations of any general or
limited partnership, corporation, trust, limited liability company, unincorporated business, or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to
receive in exchange for, or upon conversion of, their interests, securities, or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property, or general or limited partner
interests, rights, securities, or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business, or other entity (other than the Surviving Business Entity),
or evidences thereof, are to be delivered; 
 (v) a statement of any changes in the constituent documents or the adoption of new constituent
documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, operating agreement, or other similar charter or governing document) of the Surviving Business Entity
to be effected by such merger or consolidation; 
 (vi) the effective time of the merger, which may be the date of the filing of the
certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of such
certificate of merger, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of merger and stated therein); and 

(vii) such other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or
appropriate. 
 (c) If the General Partner shall determine to consent to the conversion, the General Partner shall approve the Plan of
Conversion, which shall set forth: 
 (i) the name of the converting entity and the converted entity; 

(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity; 

(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted
entity is to be incorporated, formed, or organized; 
 (iv) the manner and basis of exchanging or converting the equity securities of each
constituent business entity for, or into, cash, property, or interests, rights, securities, or obligations of the converted entity; 
 (v)
in an attachment or exhibit, the certificate of limited partnership of the Partnership; and 
 (vi) in an attachment or exhibit, the
certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity; 
 (vii) the
effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion 

  
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(provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time
certain at or prior to the time of the filing of such articles of conversion and stated therein); and 
 (viii) such other provisions with
respect to the proposed conversion that the General Partner determines to be necessary or appropriate. 
 Section 14.3 Approval by Limited
Partners. 
 (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan
of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the
requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent. 

(b) Except as provided in Section 14.3(d), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon
receiving the affirmative vote or consent of the holders of a Unit Majority. 
 (c) Except as provided in Section 14.3(d), after such
approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger or articles of conversion pursuant to Section 14.4, the merger, consolidation, or conversion may be abandoned pursuant to
provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion, as the case may be. 
 (d) Notwithstanding anything
else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnership or any Group Member into a new limited liability entity or to merge the Partnership or any
Group Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than
those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger, or conveyance, as the case may be, would not result in the loss of the limited liability of
any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of such
conversion, merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity, and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner
with the same rights and obligations as are herein contained. 
 (e) Additionally, notwithstanding anything else contained in this
Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received an Opinion of Counsel that
the merger or consolidation, as the case may be, would not result in the loss of the limited liability of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for
federal income tax purposes (to the extent not previously treated as such), (B) the merger or consolidation would not result in an amendment to the Partnership Agreement, other than any amendments that could be adopted pursuant to Section 13.1,
(C) the Partnership is the 

  
 111 













 
Surviving Business Entity in such merger or consolidation, (D) each Unit outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Unit of the
Partnership after the effective date of the merger or consolidation, and (E) the number of Partnership Securities to be issued by the Partnership in such merger or consolidation do not exceed 20% of the Partnership Securities Outstanding
immediately prior to the effective date of such merger or consolidation. 
 (f) Pursuant to
Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (i) effect any amendment to this Agreement or (ii) effect the
adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or
consolidation. 
 Section 14.4 Certificate of Merger. 

Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a
certificate of merger or articles of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act. 

Section 14.5 Effect of Merger, Consolidation or Conversion. 

(a) At the effective time of the certificate of merger: 

(i) all of the rights, privileges, and powers of each of the business entities that has merged or consolidated, and all property, real,
personal, and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation
shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; 
 (ii) the title to any
real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; 

(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be
preserved unimpaired; and 
 (iv) all debts, liabilities, and duties of those constituent business entities shall attach to the Surviving
Business Entity and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it. 

(b) At the effective time of the articles of conversion: 

(i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its
prior organizational form; 
 (ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall
continue to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances
thereon; 

  
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 (iii) all liabilities and obligations of the Partnership shall continue to be liabilities
and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion; 
 (iv)
all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to
those liabilities and obligations and may be pursued by such creditors and obligees as if the conversion did not occur; 
 (v) a proceeding
pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued by or against the converted entity in its new organizational form and by or against the prior partners without any need for
substitution of parties; and 
 (vi) the Partnership Units that are to be converted into partnership interests, shares, evidences of
ownership, or other securities in the converted entity as provided in the plan of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion. 

ARTICLE XV 
 RIGHT
TO ACQUIRE LIMITED PARTNER INTERESTS 
 Section 15.1 Right to Acquire Limited Partner Interests. 

(a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the
total Limited Partner Interests of any class then Outstanding (other than the Series A Preferred Units, the Series B Preferred Units, and the Series C Preferred Units), the General Partner shall then have the right, which right it may assign and
transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than
the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three Business Days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the
General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.
As used in this Agreement, (i) “Current Market Price” as of any date of any class of Limited Partner Interests means the average of the daily Closing Prices (as hereinafter defined) per Limited Partner Interest of such class for the 20
consecutive Trading Days (as hereinafter defined) immediately prior to such date; (ii) “Closing Price” for any day means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the
closing bid and asked prices on such day, regular way, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal National Securities Exchange (other than the Nasdaq Stock Market) on
which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests of such class are not listed or admitted to trading on any National Securities Exchange (other than the Nasdaq Stock Market), the last
quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the Nasdaq
Stock Market or such other system then in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional
market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner 

  
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Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner; and (iii) “Trading Day” means a day on which the principal
National Securities Exchange on which such Limited Partner Interests of any class are listed or admitted for trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted for trading on any
National Securities Exchange, a day on which banking institutions in New York City generally are open. 
 (b) If the General Partner, any
Affiliate of the General Partner, or the Partnership elects to exercise the right to purchase Limited Partner Interests granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such election to
purchase (the “Notice of Election to Purchase”) and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date
selected by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of
general circulation printed in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which
Limited Partner Interests will be purchased and state that the General Partner, its Affiliate, or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited
Partner Interests in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed. Any such
Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given regardless of whether the owner receives such
notice. On or prior to the Purchase Date, the General Partner, its Affiliate, or the Partnership, as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited
Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the
deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate shall not have
been surrendered for purchase, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Article IV, Article V, Article VI, and Article XII) shall thereupon cease, except the right to receive
the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests, and such Limited
Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate, or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership, and the General Partner, any Affiliate of the
General Partner, or the Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the owner of such Limited Partner Interests (including all
rights as owner of such Limited Partner Interests pursuant to Article IV, Article V, Article VI, and Article XII). 

(c) At any time from and after the Purchase Date, a holder of an Outstanding Limited Partner Interest subject to purchase as provided in this
Section 15.1 may surrender his Certificate evidencing such Limited Partner Interest to the Transfer Agent in exchange for payment of the amount described in Section 15.1(a) therefor, without interest thereon. 

  
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 ARTICLE XVI 

GENERAL PROVISIONS 
 Section 16.1
Addresses and Notices. 
 Except as otherwise provided in Section 5.14(b)(ix) with respect to the Series A Preferred Units,
Section 5.15(b)(ix) with respect to the Series B Preferred Units, and Section 5.16(b)(ix) with respect to the Series C Preferred Units, any notice, demand, request, report, or proxy materials required or permitted to be given or made to a
Partner under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner at the address described below. Any
notice, payment, or report to be given or made to a Partner hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully
satisfied, upon sending of such notice, payment, or report to the Record Holder of such Partnership Securities at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any
claim of any Person who may have an interest in such Partnership Securities by reason of any assignment or otherwise. An affidavit or certificate of making of any notice, payment, or report in accordance with the provisions of this Section 16.1
executed by the General Partner, the Transfer Agent, or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment, or report. If any notice, payment, or report addressed to a Record Holder at the address
of such Record Holder appearing on the books and records of the Transfer Agent or the Partnership is returned by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver it, such notice, payment,
or report and any subsequent notices, payments, and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Partnership of a change
in his address) if they are available for the Partner at the principal office of the Partnership for a period of one year from the date of the giving or making of such notice, payment, or report to the other Partners. Any notice to the Partnership
shall be deemed given if received by the General Partner at the principal office of the Partnership designated pursuant to Section 2.3. The General Partner may rely and shall be protected in relying on any notice or other document from a
Partner or other Person if believed by it to be genuine. 
 Section 16.2 Further Action. 

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement. 
 Section 16.3 Binding Effect. 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors,
legal representatives, and permitted assigns. 
 Section 16.4 Integration. 

This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto. 

  
 115 













 Section 16.5 Creditors. 

None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership. 

Section 16.6 Waiver. 
 No failure by
any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant,
duty, agreement or condition. 
 Section 16.7 Third-Party Beneficiaries. 

Each Partner agrees that any Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with
respect to those provisions of this Agreement affording a right, benefit, or privilege to such Indemnitee. 
 Section 16.8 Counterparts. 

This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Limited Partner
Interest, pursuant to Section 10.1(a) without execution hereto. 
 Section 16.9 Applicable Law. 

This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of
conflicts of law. 
 Section 16.10 Invalidity of Provisions. 

If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability
of the remaining provisions contained herein shall not be affected thereby. 
 Section 16.11 Consent of Partners. 

Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the
affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action. 

Section 16.12 Facsimile Signatures. 

The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Partnership on certificates
representing Common Units is expressly permitted by this Agreement. 

  
 116 













 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 

  
 117 













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above. 
  

			
	 GENERAL PARTNER:
 DCP
MIDSTREAM GP, LP

		
	By:	 	DCP MIDSTREAM GP, LLC
		
	By:	 	[•]
		 	Name: [•]
		 	Title: [•]


 Signature Page—Fifth Amended and Restated Agreement 

of Limited Partnership of DCP Midstream, LP 

  
 118 













 EXHIBIT A 

DCP Midstream, LP 

Certificate Evidencing Common Units 

Representing Limited Partner Interests in 

DCP Midstream, LP 
  

			
	No. __________	  	__________ Common Units

 In accordance with Section 4.1 of the Fifth Amended and Restated Agreement of Limited Partnership of DCP
Midstream, LP, as amended, supplemented or restated from time to time (the “Partnership Agreement”), DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), hereby certifies that
___________________ (the “Holder”) is the registered owner of Common Units representing limited partner interests in the Partnership (the “Common Units”) transferable on the books of the Partnership,
in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences, and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued
and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the
principal office of the Partnership located at 370 17th Street, Suite 2500, Denver, Colorado 80202. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. 

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE DCP MIDSTREAM, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A
CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DCP MIDSTREAM GP, LP, THE GENERAL PARTNER OF DCP MIDSTREAM, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF
THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES.
THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING. 

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to
have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement, and (iv) made the waivers and given the consents and approvals contained in the Partnership Agreement. 

  
 A-1 













 This Certificate shall not be valid for any purpose unless it has been countersigned and
registered by the Transfer Agent and Registrar. 
  

									
			
	Dated:	 	_______________	 	      DCP Midstream, LP


									
					
		 		 		 	By:	 	DCP Midstream GP, LP


									
					
		 	Countersigned and Registered by:	 		 	By:	 	 DCP Midstream GP, LLC,
 its General
Partner



									
					
		 	American Stock Transfer & Trust Company as Transfer Agent and Registrar	 		 	By:	 	 


									
		 		 		 	 Name:
	 	


									
				
	By:	 	 	 	 By:
	 	 


									
					
		 	 Authorized Signature
	 		 		 	Secretary

 [Reverse of Certificate] 

ABBREVIATIONS 
 The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: 
  

			
	 TEN COM - as tenants in common
 TEN ENT
- as tenants by the entireties
	  	 UNIF GIFT/TRANSFERS MIN ACT
 __________
Custodian _________
 (Cust) (Minor)

	JT TEN - as joint tenants with right of survivorship and not as tenants in common	  	 under Uniform Gifts/Transfers to CD Minors
 Act
(State)


 Additional abbreviations, though not in the above list, may also be used. 

  
 A-2 













 ASSIGNMENT OF COMMON UNITS OF 

DCP MIDSTREAM, LP 
 FOR
VALUE RECEIVED, __________ hereby assigns, conveys, sells and transfers unto 
  

					
			
	   
	 		 	   

	(Please print or typewrite name and address of assignee)	 		 	(Please insert Social Security or other identifying number of assignee)

 __________ Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership
Agreement, and does hereby irrevocably constitute and appoint __________ as its attorney-in-fact with full power of substitution to transfer the same on the books of DCP
Midstream, LP. 
  

									
		 		 	
					
	Date:	 	_______________	 		 	NOTE:	 	The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.
				
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17d-15	 		 		 	
	 		 		 	(Signature)
	 		 		 	
	 		 		 	
	 		 		 	(Signature)
	 		 		 	
	 	 		 		 	

 No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless
the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer. 

  
 A-3 













 Exhibit B 

Certificate Evidencing 

7.375% Series A Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units 
 Representing Limited Partner Interests in 

DCP Midstream, LP 
  

			
	No.	  	Series A Preferred Units with an aggregate liquidation preference of $

 In accordance with Section 4.1 of the Fifth Amended and Restated Agreement of Limited Partnership of DCP
Midstream, LP, as amended, supplemented or restated from time to time (the “Partnership Agreement”), DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), hereby certifies
that                (the “Holder”) is the registered owner of 7.375% Series A
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred
Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences, and limitations of the Series A Preferred Units are set forth
in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be
furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 370 17th Street, Suite 2500, Denver, Colorado 80202. Capitalized terms used herein but not defined shall have the
meanings given them in the Partnership Agreement. 
 THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, LP THAT THIS
SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE DCP MIDSTREAM, LP TO BE
TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DCP MIDSTREAM GP, LP, THE GENERAL PARTNER OF DCP MIDSTREAM, LP, MAY IMPOSE
ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN
ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS
LISTED OR ADMITTED TO TRADING. 
 The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed
to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity
necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in Section 2.6 of the Partnership Agreement, and (iv) made the waivers and given the consents and approvals contained in the
Partnership Agreement. 
 This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and
Registrar. 
  

									
	Dated: _______________	 		 	DCP Midstream, LP
					
		 		 		 	By: 	 	 DCP Midstream GP, LP
 its General
Partner

				
	 Countersigned and Registered by:
	 		 	By:	 	 DCP Midstream GP, LLC,
 its General
Partner



  
 B-1 














									
	 American Stock Transfer & Trust Company, LLC

as Transfer Agent and Registrar
	 	 By:
	 	 


									
		 		 	  Name:
	 	
		 		 	  Title:
	 	

  

									
	By:	 	 	 	 By:
	 	 


									
		 	 Authorized Signature
	 		 	  Name:
	 	
		 		 		 	  Title:
	 	

 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to
applicable laws or regulations: 
  

							
	TEN COM -	 	as tenants in common	  		  	UNIF GIFT/TRANSFERS MIN ACT
	TEN ENT -	 	as tenants by the entireties	  		  	__________ Custodian _________
		 		  		  	(Cust)                                    
(Minor)
	JT TEN -	 	 as joint tenants with right of survivorship and not as tenants in common
	  		  	 under Uniform Gifts/Transfers to CD
 Minors
Act

		 		  		  	 
		 		  		  	(State)

 Additional abbreviations, though not in the above list, may also be used. 

ASSIGNMENT OF SERIES A PREFERRED UNITS OF 

DCP MIDSTREAM, LP 
 FOR VALUE RECEIVED,
__________ hereby assigns, conveys, sells and transfers unto: 
  

					
	   
	 		 	   

	(Please print or typewrite name and address of assignee)	 		 	(Please insert Social Security or other identifying number of assignee)

 __________ Series A Preferred Units representing limited partnership interests evidenced by this Certificate, subject to the
Partnership Agreement, and does hereby irrevocably constitute and appoint __________ as its attorney-in-fact with full power of substitution to transfer the same on the
books of DCP Midstream, LP. 
  

									
					
	Date:	 	_______________	 		 	NOTE:	 	The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.


  
 B-2 














					
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15	 		  	(Signature)
	  	
	  	
	  	
	  	(Signature)
			
	 	 		  	

 No transfer of the Series A Preferred Units evidenced hereby will be registered on the books of the
Partnership, unless the Certificate evidencing the Series A Preferred Units to be transferred is surrendered for registration or transfer. 

  
 B-3 













 ASSIGNEE CERTIFICATION 

 

											
	Type of Entity (check one):	  		 		  	
						
	☐	 	Individual	 	☐	  	Partnership	 	☐	  	Corporation
						
	☐	 	Trust	 	☐	  	Other (specify)	 		  	
				
	Nationality (check one):	  		 		  	
						
	☐	 	U.S. Citizen, Resident or Domestic Entity	 		  		 		  	
						
	☐	 	Foreign Corporation	 	☐	  	Non-resident Alien	 		  	

 If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be
completed. 
 Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must
withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s Interest in
it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). 
 Complete Either A or B:

 A. Individual Interestholder 
 1. I am not a non-resident alien for purposes of U.S. income taxation; 
 2. My U.S. taxpayer identification number
(social security number) is ________________________. 
 3. My home address is: ___________________________________. 

B. Partnership, Corporation or Other Interestholder 

1. __________________ is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in
the Code and Treasury Regulations). 
 2. The interestholder is not a disregarded entity as defined in
Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations promulgated under the Code. 
 3. The
interestholder’s U.S. employer identification number is ______________________________. 
 4. The interestholder’s office address
and place of incorporation (if applicable) is _______________. 
 The interestholder agrees to notify the Partnership within sixty
(60) days of the date the interestholder becomes a foreign person. 

  
 B-4 













 The interestholder understands that this Certificate may be disclosed to the Internal
Revenue Service by the Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. 
 Under penalties of
perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete and, if applicable, I further declare that I have authority to sign this document on behalf of: 

 

					
			
		  	 	  	
		  	Name of Interestholder	  	
			
		  	 	  	
		  	Signature and Date	  	
			
		  	 	  	
		  	Title (if applicable)	  	

 Note: If the assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or
an agent of any of the foregoing, and is holding for the account of any other person, this certification should be completed by an officer thereof or, in the case of a broker or dealer, by a registered representative who is a member of a registered
national securities exchange or a member of the National Association of Securities Dealers, Inc. or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner, or an agent of any of the foregoing, the above certification as to any person for whom the assignee will hold the Series A Preferred Units shall be made to the best of Assignee’s knowledge. 

  
 B-5 













 Exhibit C 

Certificate Evidencing 

7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units 
 Representing Limited Partner Interests in 

DCP Midstream, LP 
  

			
	No.	  	Series B Preferred Units with an aggregate liquidation preference of $

 In accordance with Section 4.1 of the Fifth Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP,
as amended, supplemented or restated from time to time (the “Partnership Agreement”), DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), hereby certifies
that                 (the “Holder”) is the registered owner of 7.875% Series B
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series B Preferred
Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences, and limitations of the Series B Preferred Units are set forth
in, and this Certificate and the Series B Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be
furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 370 17th Street, Suite 2500, Denver, Colorado 80202. Capitalized terms used herein but not defined shall have the
meanings given them in the Partnership Agreement. 
 THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, LP THAT THIS
SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE DCP MIDSTREAM, LP TO BE
TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DCP MIDSTREAM GP, LP, THE GENERAL PARTNER OF DCP MIDSTREAM, LP, MAY IMPOSE
ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN
ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS
LISTED OR ADMITTED TO TRADING. 
 The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed
to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity
necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in Section 2.6 of the Partnership Agreement, and (iv) made the waivers and given the consents and approvals contained in the
Partnership Agreement. 
 This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and
Registrar. 
  

							
		 		 	DCP Midstream, LP
				
	Dated:_______________	 		 	By:	 	DCP Midstream GP, LP
		 		 		 	its General Partner
				
	Countersigned and Registered by:	 		 	By:	 	DCP Midstream GP, LLC,
		 		 		 	its General Partner


  
 C-1 














									
	American Stock Transfer & Trust Company, LLC as Transfer Agent and Registrar	 	 By:
	 	 


									
		 		 	  Name:
	 	
		 		 	  Title:
	 	

  

									
	By:	 	 	 	 By:
	 	 


									
		 	 Authorized Signatory
	 		 	  Name:
	 	
		 		 		 	  Title:
	 	

 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to
applicable laws or regulations: 
  

							
	TEN COM -	  	as tenants in common	  		  	UNIF GIFT/TRANSFERS MIN ACT
	TEN ENT -	  	as tenants by the entireties	  		  	                             Custodian    
                 
		  		  		  	(Cust)                                (Minor)
	JT TEN -	  	as joint tenants with right of	  		  	under Uniform Gifts/Transfers to CD
		  	survivorship and not as	  		  	Minors Act
		  	tenants in common	  		  	                                      
                            
		  		  		  	(State)

 Additional abbreviations, though not in the above list, may also be used. 

ASSIGNMENT OF SERIES B PREFERRED UNITS OF 

DCP MIDSTREAM, LP 
 FOR VALUE RECEIVED,
__________ hereby assigns, conveys, sells and transfers unto: 
  

					
			
	   
	 		 	   

	(Please print or typewrite name and address of assignee)	 		 	(Please insert Social Security or other identifying number of assignee)

 __________ Series B Preferred Units representing limited partnership interests evidenced by this Certificate, subject to the
Partnership Agreement, and does hereby irrevocably constitute and appoint __________ as its attorney-in-fact with full power of substitution to transfer the same on the
books of DCP Midstream, LP. 
  

					
	Date:
                                         
       	  	NOTE:	  	The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.


  
 C-2 














							
		  		  	 	  	
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15	  		  	(Signature)	  	
		  		  	(Signature)	  	

  
  

No transfer of the Series B Preferred Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate
evidencing the Series B Preferred Units to be transferred is surrendered for registration or transfer. 

  
 C-3 













 ASSIGNEE CERTIFICATION 

 

											
	Type of Entity (check one):	  		 		  	
						
	☐	  	Individual	 	☐	  	Partnership	 	☐	  	Corporation
						
	☐	  	Trust	 	☐	  	Other (specify)	 		  	
				
	Nationality (check one):	  		 		  	
				
	☐	  	U.S. Citizen, Resident or Domestic Entity	 		  	
						
	☐	  	Foreign Corporation	 	☐	  	Non-resident Alien	 		  	

 If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be
completed. 
 Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must
withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s Interest in
it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). 
 Complete Either A or B:

 A. Individual Interestholder 
 1. I am not a non-resident alien for purposes of U.S. income taxation; 
 2. My U.S. taxpayer identification number
(social security number) is ________________________. 
 3. My home address is: ___________________________________. 

B. Partnership, Corporation or Other Interestholder 

1. __________________ is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the
Code and Treasury Regulations). 
 2. The interestholder is not a disregarded entity as defined in
Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations promulgated under the Code. 
 3. The
interestholder’s U.S. employer identification number is ______________________________. 
 4. The interestholder’s office address
and place of incorporation (if applicable) is _______________. 
 The interestholder agrees to notify the Partnership within sixty
(60) days of the date the interestholder becomes a foreign person. 

  
 C-4 













 The interestholder understands that this Certificate may be disclosed to the Internal
Revenue Service by the Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and
belief it is true, correct and complete and, if applicable, I further declare that I have authority to sign this document on behalf of: 
  

					
			
		  	 	  	
		  	Name of Interestholder	  	
			
		  	 	  	
		  	Signature and Date	  	
			
		  	 	  	
		  	Title (if applicable)	  	

 Note: If the assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or
an agent of any of the foregoing, and is holding for the account of any other person, this certification should be completed by an officer thereof or, in the case of a broker or dealer, by a registered representative who is a member of a registered
national securities exchange or a member of the National Association of Securities Dealers, Inc. or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner, or an agent of any of the foregoing, the above certification as to any person for whom the assignee will hold the Series B Preferred Units shall be made to the best of Assignee’s knowledge. 

  
 C-5 













 Exhibit D 

Certificate Evidencing 

7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units 
 Representing Limited Partner Interests in 

DCP Midstream, LP 
  

			
	No.	 	Series C Preferred Units with an aggregate liquidation preference of $

 In accordance with Section 4.1 of the Fifth Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP,
as amended, supplemented or restated from time to time (the “Partnership Agreement”), DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), hereby certifies
that                 (the “Holder”) is the registered owner of 7.95% Series C
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series C Preferred
Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences, and limitations of the Series C Preferred Units are set forth
in, and this Certificate and the Series C Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be
furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 370 17th Street, Suite 2500, Denver, Colorado 80202. Capitalized terms used herein but not defined shall have the
meanings given them in the Partnership Agreement. 
 THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF DCP MIDSTREAM, LP THAT THIS
SECURITY MAY NOT BE TRANSFERRED IF SUCH TRANSFER (AS DEFINED IN THE PARTNERSHIP AGREEMENT) WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF DCP MIDSTREAM, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE DCP MIDSTREAM, LP TO BE
TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). DCP MIDSTREAM GP, LP, THE GENERAL PARTNER OF DCP MIDSTREAM, LP, MAY IMPOSE
ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF DCP MIDSTREAM, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN
ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS
LISTED OR ADMITTED TO TRADING. 
 The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed
to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity
necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in Section 2.6 of the Partnership Agreement, and (iv) made the waivers and given the consents and approvals contained in the
Partnership Agreement. 
 This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and
Registrar. 
  

							
	Dated:                	 		 	DCP Midstream, LP
				
		 		 	By:	 	DCP Midstream GP, LP
		 		 		 	its General Partner
				
		 		 		 	
	Countersigned and Registered by:	 		 	By:	 	DCP Midstream GP, LLC,
		 		 		 	its General Partner


  
 D-1 














									
	 American Stock Transfer & Trust Company, LLC

as Transfer Agent and Registrar
	 	 By:
	 	 


									
		 		 	  Name:
	 	
		 		 	  Title:
	 	

  

									
	By:	 	 	 	 By:
	 	 


									
		 	 Authorized Signatory
	 		 	  Name:
	 	
		 		 		 	  Title:
	 	

 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to
applicable laws or regulations: 
  

							
	TEN COM -	  	as tenants in common	  		  	UNIF GIFT/TRANSFERS MIN ACT
	TEN ENT -	  	as tenants by the entireties	  		  	                        Custodian         
           
		  		  		  	(Cust)                                (Minor)
	JT TEN -	  	as joint tenants with right of	  		  	under Uniform Gifts/Transfers to CD
		  	survivorship and not as	  		  	Minors Act
		  	tenants in common	  		  	 
		  		  		  	(State)

 Additional abbreviations, though not in the above list, may also be used. 

ASSIGNMENT OF SERIES C PREFERRED UNITS OF 

DCP MIDSTREAM, LP 
 FOR VALUE RECEIVED,
__________ hereby assigns, conveys, sells and transfers unto: 
  

			
	                                      
                                         
             	  	                                      
                                         
 
	(Please print or typewrite name and address of assignee)	  	(Please insert Social Security or other identifying number of assignee)

 __________ Series C Preferred Units representing limited partnership interests evidenced by this Certificate, subject to the
Partnership Agreement, and does hereby irrevocably constitute and appoint __________ as its attorney-in-fact with full power of substitution to transfer the same on the
books of DCP Midstream, LP. 
  

							
	Date:	  	                            	  	NOTE:	  	The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.


  
 D-2 














					
		 		 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15	 		 	(Signature)
	 		 	   

	 		 	(Signature)

  
  

No transfer of the Series C Preferred Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate
evidencing the Series C Preferred Units to be transferred is surrendered for registration or transfer. 

  
 D-3 













 ASSIGNEE CERTIFICATION 

 

											
	Type of Entity (check one):
						
	☐	 	Individual	  	☐	 	Partnership	  	☐	 	Corporation
						
	☐	 	Trust	  	☐	 	Other(specify)	  		 	
			
	Nationality (check one):	  		 	
				
	☐	 	U.S. Citizen, Resident or Domestic Entity	  		 	
						
	☐	 	Foreign Corporation	  	☐	 	Non-resident Alien	  		 	

 If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be
completed. 
 Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must
withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s Interest in
it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). 
 Complete Either A or B:

 A. Individual Interestholder 
 1. I am not a non-resident alien for purposes of U.S. income taxation; 
 2. My U.S. taxpayer identification number
(social security number) is ________________________. 
 3. My home address is: ___________________________________. 

B. Partnership, Corporation or Other Interestholder 

1. __________________ is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the
Code and Treasury Regulations). 
 2. The interestholder is not a disregarded entity as defined in
Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations promulgated under the Code. 
 3. The
interestholder’s U.S. employer identification number is ______________________________. 
 4. The interestholder’s office address
and place of incorporation (if applicable) is _______________. 
 The interestholder agrees to notify the Partnership within sixty
(60) days of the date the interestholder becomes a foreign person. 

  
 D-4 













 The interestholder understands that this Certificate may be disclosed to the Internal
Revenue Service by the Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and
belief it is true, correct and complete and, if applicable, I further declare that I have authority to sign this document on behalf of: 
  

					
		  	 	  	
		  	Name of Interestholder	  	
			
		  	 	  	
		  	Signature and Date	  	
			
		  	 	  	
		  	Title (if applicable)	  	

 Note: If the assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or
an agent of any of the foregoing, and is holding for the account of any other person, this certification should be completed by an officer thereof or, in the case of a broker or dealer, by a registered representative who is a member of a registered
national securities exchange or a member of the National Association of Securities Dealers, Inc. or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner, or an agent of any of the foregoing, the above certification as to any person for whom the assignee will hold the Series C Preferred Units shall be made to the best of Assignee’s knowledge. 

  
 D-5