Common use of Amendment Requirement Clause in Contracts

Amendment Requirement. (a) Notwithstanding the provisions of Sections 15.1 and 15.2, no provision of this Agreement that establishes a percentage of Outstanding Voting Units or, if applicable, other voting percentage required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting requirement unless such amendment is approved by the written consent or the affirmative vote of Unitholders whose aggregate percentage of such Outstanding Voting Units or, if applicable, other voting percentage constitutes not less than the required percentage of such Outstanding Voting Units or, if applicable, other voting percentage sought to be reduced. (b) Notwithstanding the provisions of Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without such Limited Partner's consent, which may be given or withheld in its sole discretion, (ii) without the consent of the General Partner, which may be given or withheld in its sole discretion, (A) modify the amounts distributable to the General Partner in respect of its general partner interest in the Partnership or the Operating Companies or modify the amounts reimbursable or otherwise payable to the General Partner or any of its Affiliates by the Partnership or the Operating Companies, (B) change Section 14.1(a) or (c), (C) restrict in any way any action by or rights of the General Partner as set forth in this Agreement, (D) change the term of the Partnership or, except as set forth in Section 14.1(c), give any Person the right to dissolve be Partnership or (E) otherwise enlarge the obligations of the General Partner. (c) Except as otherwise provided, and without limitation of the General Partner's authority to adopt amendments to this Agreement as contemplated in Section 15.1, the General Partner may amend the Partnership Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units in relation to other classes or series of Units must be approved by the holders of at least a majority of the Outstanding Units of the class or series affected (excluding those held by the General Partner and its Affiliates). (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Sections 6.2 or 15.1, no amendments shall become effective without the approval of the Record Holders of at least 95% of the Outstanding Voting Units unless the Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership or the Operating Companies to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes and (b) such amendment will not affect the limited liability of any Limited Partner or any member of the Operating Companies under applicable law. (e) This Section 15.3 shall only be amended with the approval of the Record Holders of not less than (i) 95% of the Outstanding Voting Units and (ii) 95% of the Outstanding Series B Preference Units voting as a class or series.

Amendment Requirement. (a) Notwithstanding the provisions of Sections 15.1 13.1 and 15.213.2, no provision of this Agreement that establishes requires a percentage vote or approval of Outstanding Voting Units or, if applicable, other voting percentage required Partners (or a subset of the Partners) holding a specified Percentage Interest to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of, in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting requirement percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders Partners whose aggregate percentage of such Outstanding Voting Units or, if applicable, other voting percentage Percentage Interest constitutes not less than the required percentage of such Outstanding Voting Units or, if applicable, other voting percentage requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 15.1 13.1 and 15.213.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such Limited Partner's 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, change or modify 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 in its sole discretion, (ii) without the consent of the General Partner, which may be given or withheld in its sole discretion, (A) modify the amounts distributable to the General Partner in respect of its general partner interest in the Partnership or the Operating Companies or modify the amounts reimbursable or otherwise payable to the General Partner or any of its Affiliates by the Partnership or the Operating Companies, (B) change Section 14.1(a) or (c), (C) restrict in any way any action by or rights of the General Partner as set forth in this Agreement, (D) change the term of the Partnership or, except as set forth in Section 14.1(c), give any Person the right to dissolve be Partnership or (E) otherwise enlarge the obligations of the General Partner. (c) Except as otherwise provided, and without limitation of provided in Section 14.3 or Section 13.1 (this Section 13.3(c) being subject to the General Partner's ’s authority to adopt amendments approve an amendment to this Agreement as contemplated in Section 15.1, the General Partner may amend the Partnership Agreement without the approval of holders of Outstanding Unitsany other Partners (as contemplated by Section 13.1)), except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Partnership Interests in relation to other classes or series of Units Partnership Interests must be approved by the holders of at least not less than a majority of the Outstanding Units Partnership Interests of the class or series affected (excluding those held by affected. If the General Partner and its Affiliates)determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Sections 6.2 or 15.1Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the Record Holders holders of at least 9590% of the Outstanding Voting Units Percentage Interests of all Partners voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership or the Operating Companies to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes and (b) such amendment will not affect the limited liability of any Limited Partner or any member under applicable partnership law of the Operating Companies state under applicable lawwhose laws the Partnership is organized. (e) This Except as provided in Section 15.3 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Record Holders of not less than (iGeneral Partner and its Affiliates) 95holding at least 90% of the Outstanding Voting Units and (ii) 95% Percentage Interests of the Outstanding Series B Preference Units voting as a class or seriesall Partners.