Common use of Amendment Requirements Clause in Contracts

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 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 Managing Partner or any of its Affiliates without the Managing Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3, 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 (treating the Common Units as a separate class for this purpose) 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 Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power Voting Eligible Limited Partner Units or class of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or changing the required vote of such class or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages or changing the required vote of such class, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Eligible Limited Partner Units whose aggregate Outstanding Voting Eligible Limited Partner Units constitute (w) in the case of a change of the required vote of such class as described in sub-clause (a)(i) or (a)(ii), not less than 66.7% of the class to be changed, (x) in the case of a reduction as described in sub-clause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Voting Eligible Limited Partner Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Voting Eligible Limited Partner Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Voting Eligible 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Voting Eligible Limited Partner Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Eligible Limited Partner Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute constitute, in the case of a reduction as described in subclause (i) hereof, not less than the voting or consent requirement sought to be reducedreduced or, in the case of an increase described in subclause (ii) with respect to percentages in Section 11.2 or Section 13.4, 90% or a majority of the Aggregate Outstanding Units, respectively. (b) Notwithstanding the provisions of Sections 13.1 and 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote vote, consent or consent approval of Unitholders holding, or holders of, of a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Limited Partner Units voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Actapplicable law. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Limited Partner Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 (other than 13.1(d)(iv)) and 13.2, and in addition to any other approvals required hereby, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement percentage of Outstanding Units required to take such action sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class adversely affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner Seadrill Member and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Non-Seadrill Member without its consent, unless such enlargement 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 to, the Managing Partner Seadrill Member or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in its sole discretionat the Seadrill Member’s option. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any type or class of Partnership Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the type or class affected. If the Board of Directors determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner Non-Seadrill Member under the Delaware Limited Partnership Actapplicable law. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Unitsas a single class.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesMember) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 13.4, reducing such voting percentage or (ii) in the case of Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, or (y) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Non-Managing Member 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 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 to, the Managing Partner Member or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the class affected.. If the Managing Member determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(a), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner Non-Managing Member under applicable partnership law of the Delaware Limited Partnership Actstate under whose laws the Company is organized. (e) Except as provided in Section 13.1, Section 11.2 and this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units Shares whose aggregate Outstanding Voting Units Shares constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Shares, or (z) in the case of an increase in the percentage in Section 13.4, not less than a Share Majority. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Limited Partners 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 Company Interests in relation to other classes of Partnership Company Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Company 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 Article XIV13.1, no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Shares voting power of the Outstanding Voting Units as a single class unless the Partnership Company 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 Delaware Limited Partnership Actstate under whose laws the Company is organized. (e) Section 7.3(c) shall only be amended with the approval of a Share Majority and the Conflicts Committee. (f) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting UnitsShares.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 Section 13.01 and 13.2Section 13.02, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.02 or Section 13.04, reducing such voting percentage or (ii) in the case of Section 11.02 or Section 13.04, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.02, not less than 90% of the Outstanding Units or (z) in the case of an increase in the percentage in Section 13.04, not less than a Unit Majority. (b) Notwithstanding the provisions of Sections 13.1 Section 13.01 and 13.2Section 13.02, 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), 13.03(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 to, the Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.03, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Limited Partners as contemplated in Section 13.01, 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 (treating the Common Units as a separate class for this purpose) 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 13.01 and except as otherwise provided by Article XIVSection 14.03(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.113.01, this Section 13.3 13.03 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced.reduced or increased, as applicable. Rhino Resource Partners LP Fourth Amended and Restated Agreement of Limited Partnership (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 (other than Section 13.1(d)(v)) and Section 13.2, and in addition to any other approvals required hereby, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units Shares (including Voting Units Shares deemed owned by the Managing General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units Shares whose aggregate Outstanding Voting Units Shares constitute not less than the voting or consent requirement percentage of Outstanding Shares required to take such action sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections 13.1 and 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class adversely affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Shares voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting UnitsShares.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 Section 10.1, Section 10.2 and 13.2Section 11.5, no provision of this Agreement that requires the vote or consent of Unitholders Members holding, or holders of, a percentage of the voting power Voting Power of Outstanding Voting Units the Company (including the Voting Units Power in respect of Voting Shares deemed owned by the Managing Partner Manager and its Affiliates) 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 Unitholders Members or holders of Outstanding Voting Units Power of the Company whose aggregate Outstanding Voting Units constitute Power constitutes not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 Section 10.1 and 13.2Section 10.2, no amendment to this Agreement may may: (i) enlarge the obligations of any Limited Partner a Member without his, her or its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c10.3(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 Managing Partner Manager or any of its Affiliates without the Managing PartnerManager’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 Section 10.1 and 14.3Section 11.3, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests Shares in relation to other classes of Partnership Interests (treating the Common Units as a separate class for this purpose) Shares must be approved by the holders of not less than a majority of the Outstanding Partnership Interests Shares 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 Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.110.1 and subject to Section 12.7(c), this Section 13.3 10.3 shall only be amended with the approval of the Unitholders Members holding of at least 90% of the voting power Voting Power of the Outstanding Voting UnitsCompany.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class, whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class, constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partner 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 (treating the Common Units as a separate class for this purpose) 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, any amendment to the provisions relating to the IDR Fee or the Purchase Price Adjustment contained in the Purchase Agreement or the Management Services Agreement that would materially amend, alter, supplement or replace the provisions relating to the IDR Fee or the Purchase Price Adjustment or would otherwise materially adversely affect the holders of the Common Units shall be approved by holders of a Unit Majority. (e) Notwithstanding any other provision of this Agreement, prior to the approval by the Partnership, as a holder of OpCo Common Units, of (i) any amendment of the OpCo Partnership Agreement that requires approval by holders of a “Unit Majority” (as defined therein), such amendment shall also be approved by holders of a Unit Majority hereunder, and (ii) any amendment of the OpCo Partnership Agreement that requires approval by holders of at least 90% of the OpCo Common Units, such amendment shall also be approved by holders of at least 90% of the Outstanding Units hereunder. (f) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (eg) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power Outstanding Units; provided that clauses (d) and (e)(i) of this Section 13.3 may be amended with the approval of the Outstanding Voting Unitsholders of a Unit Majority.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall enlargement may 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.314.3 and Article XVI, 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 (treating the Common Voting Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding the provisions of Sections 13.1 and 13.2, in addition to any other approvals or consents that may be required under this Agreement, neither Section 7.13 nor Section 13.4(b) shall be amended, altered, changed, repealed or rescinded in any respect without the written consent of TCG Partners. (e) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVXIV or Article XVI, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power Outstanding Units or class of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or changing the required vote of such class or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages or changing the required vote of such class, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (w) in the case of a change of the required vote of such class as described in subclause (a)(i) or (a)(ii), not less than 66.7% of the class to be changed, (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required or requires a vote or approval of Partners (or a subset of 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 reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner to the Partnership (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power Outstanding Units or a percentage of a particular class of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesMember) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 13.4, reducing such voting percentage or (ii) in the case of Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders holders of Outstanding Units (or holders of Outstanding Voting Units of such applicable class, as the case may be) whose aggregate Outstanding Voting Units (generally or of such applicable class, as the case may be) constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reducedreduced or (y) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections Section 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Non-Managing Member 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 to, the Managing Partner Member or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the Managing Member’s authority to adopt amendments to this Agreement without the approval of any Members 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 Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the class affected. If the Managing Member determines an amendment does not satisfy the requirements of Section 13.1(d) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(a), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will shall not affect the limited liability of any Limited Partner Non-Managing Member under applicable limited liability company law of the Delaware Limited Partnership Actstate under whose laws the Company is organized. (e) Except as provided in Section 13.113.1 and Section 13.2, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 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 enlargement 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in its sole discretionat the General Partner’s option. (c) Except as provided in Sections 13.1 Section 14.3 and 14.3subject to Section 16.5(c)(i) with respect to Series A Preferred Units, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Partners as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Partnership Interests in relation to other classes or series of Partnership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class or series affected. If the Board of Directors 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Actapplicable law. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesManager) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Non-Managing Member 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 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 to, the Managing Partner Manager or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the class affected. If the Manager determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner Non-Managing Member under applicable limited liability company law of the Delaware Limited Partnership Actstate under whose laws the Company is organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Partnership Interests in relation to other classes or series of Partnership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class or series affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections 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(c13.3 (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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power Outstanding Units. (f) Notwithstanding any other provision of this Agreement, in an action to amend the provisions of Section 11.2(b), Section 12.1(b) or Section 13.9(b) at a time when the General Partner is an Affiliate of Oxy, the number of Common Units that Oxy and its Affiliates may vote in favor of any such action shall not exceed 45% (the “Amendment Cap”) of the Outstanding Voting UnitsCommon Units voting as a single class; provided, further, that if Oxy and its Affiliates have owned less than 40% of the Outstanding Common Units for at least 12 consecutive months at any time following the date hereof, then in an action to amend the provisions of Section 11.2(b), Section 12.1(b) or Section 13.9(b), Oxy and its Affiliates shall not be subject to the Amendment Cap when voting in such action.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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. For the avoidance of doubt, no amendment that would affect application of the Production Requirement shall become effective without the approval of a Unit Majority. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units Shares (including Voting Units Shares deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required or requires a vote or approval of Partners (or a subset of 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 reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units Shares whose aggregate Outstanding Voting Units Shares constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional capital contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretionat the General Partner’s option. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 (including 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 Section 13.1 and except as otherwise provided by Article XIVSections 14.3(b) and (f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units Shares (including Voting Units Shares deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units Class A Shares and Class B Shares, voting together as a single class, whose aggregate Outstanding Voting Units Class A Shares and Class B Shares, voting together as a single class, constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 66 2/3% of the Outstanding Shares or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Shares. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Shareholder 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Shares voting power of the Outstanding Voting Units 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 Shareholder under applicable partnership law of the Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting UnitsShares.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders Shareholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units Shares (including Voting Units Shares deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders Shareholders or holders of Outstanding Voting Units Shares whose aggregate Outstanding Voting Units Shares constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall enlargement may 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.314.3 and Article XVI, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Company Interests in relation to other classes of Partnership Company Interests (treating the Common Units Voting Shares as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Company Interests of the class affected. (d) Notwithstanding the provisions of Sections 13.1 and 13.2, in addition to any other provision of approvals or consents that may be required under this Agreement, except for amendments pursuant to neither Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.7.13 nor

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the a vote or consent approval of Unitholders holding, Partners (or holders of, a percentage subset of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesPartners) holding a specified Percentage Interest required 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 percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units Partners whose aggregate Outstanding Voting Units constitute Percentage Interest constitutes not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d) 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretion.option. ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d) 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Units.all Limited Partners. HI-CRUSH PARTNERS LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d) 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections ‎Section 13.1 and ‎Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power Outstanding Units or percentage of a particular class of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than ‎Section 11.2 or ‎Section 13.4, reducing such voting percentage or (ii) in the case of ‎Section 11.2 or ‎Section 13.4 increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders holders of Outstanding Units (or holders of Outstanding Voting Units of such applicable class, as the case may be) whose aggregate Outstanding Voting Units (generally or of such applicable class, as the case may be) constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in ‎Section 11.2, not less than 66 2/3% of the Outstanding Units, or (z) in the case of an increase in the percentage in ‎Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections ‎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 ‎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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 ‎Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 ‎Section 13.1 and except as otherwise provided by Article XIV‎Section 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will shall not affect the limited liability of any Limited Partner under applicable partnership law of the Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section ‎Section 13.1, this Section ‎Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affectedaffected and the Series A Required Holders if such amendment would have a material adverse effect on the rights or preferences of the Series A Preferred Units. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power Outstanding Units. (f) Any amendment that would change, modify or amend, whether or not such change, modification or amendment would have a material adverse effect on, the rights or preferences of the Outstanding Voting UnitsSeries A Preferred Units must be approved by the affirmative vote or prior written consent of the Series A Required Holders.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 Section 10.1, Section 10.2 and 13.2Section 11.5, no provision of this Agreement that requires the vote or consent of Unitholders Members holding, or holders of, a percentage of the voting power Voting Power of Outstanding Voting Units the Company (including the Voting Units Power in respect of Voting Shares deemed owned by the Managing Partner Manager and its Affiliates) 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 Unitholders Members or holders of Outstanding Voting Units Power of the Company whose aggregate Outstanding Voting Units constitute Power constitutes not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 Section 10.1 and 13.2Section 10.2, no amendment to this Agreement may may: (i) enlarge the obligations of any Limited Partner a Member without his, her or its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c10.3(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 Managing Partner Manager or any of its Affiliates without the Managing PartnerManager’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 Section 10.1, Section 11.3 and 14.3Article XIII, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests Shares in relation to other classes of Partnership Interests (treating the Common Units as a separate class for this purpose) Shares must be approved by the holders of not less than a majority of the Outstanding Partnership Interests Shares 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 Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.110.1 and subject to Section 12.7(c), this Section 13.3 10.3 shall only be amended with the approval of the Unitholders Members holding of at least 90% of the voting power Voting Power of the Outstanding Voting UnitsCompany.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 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 Managing Partner or any of its Affiliates without the Managing Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3, Article XVI and Article XVII, 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 (treating the Common Units as a separate class for this purpose) 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 Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power Outstanding Units or a percentage of a particular class of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesMember) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 13.4, reducing such voting percentage or (ii) in the case of Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders holders of Outstanding Units (or holders of Outstanding Voting Units of such applicable class, as the case may be) whose aggregate Outstanding Voting Units (generally or of such applicable class, as the case may be) constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reducedreduced or (y) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections Section 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Non-Managing Member 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 to, the Managing Partner Member or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the Managing Member's authority to adopt amendments to this Agreement without the approval of any Members 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 Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the class affected. If the Managing Member determines an amendment does not satisfy the requirements of Section 13.1(d) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(a), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will shall not affect the limited liability of any Limited Partner Non-Managing Member under applicable limited liability company law of the Delaware Limited Partnership Actstate under whose laws the Company is organized. (e) Except as provided in Section 13.113.1 and Section 13.2, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest 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 percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections Section 13.1 and or Section 14.3, 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least ninety percent (90% %) of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required or requires a vote or approval of Partners (or a subset of 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 reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner to the Partnership (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Units.all Limited Partners. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), whose aggregate Outstanding Common 101 857826.04-WILSR01A - MSW Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units (excluding Non-Voting Common Units) or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units (excluding Non-Voting Common Units). (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. For the avoidance of doubt, (i) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation, transfer, conversion, or voting rights of the holders of Non-Voting Common Units (including any amendment that would (A) result in the Non-Voting Common Units and Common Units not having the same economic rights, (B) provide the Non-Voting Common Units with voting rights in addition to those set forth in this Agreement, (C) impose new or additional restrictions on transfer of the Non-Voting Common Units, (D) adversely change the conversion rights of the Non-Voting Common Units or impose new or additional restrictions on conversion of such Non-Voting Common Units, (E) adversely change the process of converting the Non-Voting Common Units to Common Units, (F) change the beneficial ownership threshold set forth in Section 5.9(b)(v)(B)(1), (G) make the Non-Voting Common Units redeemable or convertible at the option of the Partnership, other than as set forth herein, or (H) adversely change the Partnership’s obligation to provide transfer assistance in connection with a transfer of Non-Voting Common Units to any Person) would require approval pursuant to the foregoing sentence; and (ii) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation or conversion rights (including in connection with a Series A Change of Control) of the Series A Preferred Unitholders or the ranking or seniority of the Series A Preferred Units in relation to any other class of Partnership Interests would require approval pursuant to the foregoing sentence; provided that (A) for so long as (y) each Series A 102 857826.04-WILSR01A - MSW Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) continues to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, and (z) a Series A Purchaser Change of Control has not occurred with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by Series A Preferred Unitholders holding at least sixty-six and two thirds percent (66 2/3%) of the Outstanding Series A Preferred Units; and (B) from and after such time as (y) any Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) ceases to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, or (z) a Series A Purchaser Change of Control occurs with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by holders of not less than a majority of the Outstanding Series A Preferred Unitholders (the vote required by clause (A) or (B), as applicable, of the foregoing proviso, the “Series A Required Voting Percentage”). Without limiting the generality of clause (ii) of the foregoing sentence, any amendment shall be deemed to have such a material adverse effect on the rights or preferences of the Series A Preferred Units if such amendment would: (i) Reduce the Series A Distribution Amount, change the form of payment of distributions on the Series A Preferred Units, defer the date from which distributions on the Series A Preferred Units will accrue, cancel any accrued Series A Unpaid Distributions, or change the seniority rights of the Series A Preferred Unitholders as to the payment of distributions in relation to the holders of any other class or series of Partnership Interests; (ii) Reduce the amount payable or change the form of payment to the Record Holders of the Series A Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series A Preferred Units in relation to the rights upon liquidation of the holders of any other class or series of Partnership Interests; (iii) Make the Series A Preferred Units redeemable or convertible at the option of the Partnership other than as set forth herein; or (iv) Adversely amend the provisions of Section 5.5(c), Section 5.8(b)(iii)(D) or Section 5.8(b)(x). (d) Notwithstanding any other provision of this Agreement, any amendment to the provisions relating to the IDR Fee contained in the Management Services Agreement that 103 857826.04-WILSR01A - MSW would materially adversely affect the holders of the Common Units shall be approved by holders of a Unit Majority. (e) Notwithstanding any other provision of this Agreement, prior to the approval by the Partnership, as a holder of OpCo Common Units, of (i) any amendment of the OpCo Partnership Agreement that requires approval by holders of a “Unit Majority” (as defined therein), such amendment shall also be approved by holders of a Unit Majority hereunder, and (ii) any amendment of the OpCo Partnership Agreement that requires approval by holders of at least ninety percent (90%) of the OpCo Common Units, such amendment shall also be approved by holders of at least ninety percent (90%) of the Outstanding Units hereunder. (f) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least ninety percent (90% of the voting power %) of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (eg) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least ninety percent (90% of the voting power %) of the Outstanding Voting Units; provided that clauses (d) and (e)(i) of this Section 13.3 may be amended with the approval of the holders of a Unit Majority.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a) (i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3 and 14.3subject to Section 16.4(b) with respect to Series A Preferred Units, and without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a) (i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required 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 reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d) 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Units.all Limited Partners. ALON USA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose QR Energy, LP First Amended and Restated Agreement of Limited Partnership aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s 's consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3, 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest 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 percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections Section 13.1 and or Section 14.3, 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. DOMINION MIDSTREAM PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required or requires a vote or approval of Partners (or a subset of 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 reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d) 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Units.all Limited Partners. HI-CRUSH PARTNERS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3, 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall enlargement may 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.314.3 and Article XVI, 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 (treating the Common Voting Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding the provisions of Sections 13.1 and 13.2, in addition to any other approvals or consents that may be required under this Agreement, neither Section 7.13 nor Section 13.4(b) shall be amended, altered, changed, repealed or rescinded in any respect without the written consent of Ares VoteCo. (e) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units (excluding Non- Voting Common Units) or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units (excluding Non-Voting Common Units). (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. . For the avoidance of doubt, (di) Notwithstanding any other provision amendment (including by merger or otherwise) adversely affecting the distribution, liquidation, transfer, conversion, or voting rights of the holders of Non-Voting Common Units (including any amendment that would (A) result in the Non-Voting Common Units and Common Units not having the same economic rights, (B) provide the Non-Voting Common Units with voting rights in addition to those set forth in this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% (C) impose new or additional restrictions on transfer of the voting power Non-Voting Common Units, (D) adversely change the conversion rights of the Outstanding Non-Voting Common Units unless or impose new or additional restrictions on conversion of such Non-Voting Common Units, (E) adversely change the Partnership obtains an Opinion process of Counsel converting the Non-Voting Common Units to Common Units, (F) change the effect that such amendment will not affect the limited liability of any Limited Partner under the Delaware Limited Partnership Act. (e) Except as provided beneficial ownership threshold set forth in Section 13.15.9(b)(v)(B)(1), this Section 13.3 shall only be amended with (G) make the approval Non-Voting Common Units redeemable or convertible at the option of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.Partnership, other than as set forth herein, or

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units (excluding Non- Voting Common Units) or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units (excluding Non-Voting Common Units). (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. For the avoidance of doubt, (i) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation, transfer, conversion, or voting rights of the holders of Non-Voting Common Units (including any amendment that would (A) result in the Non-Voting Common Units and Common Units not having the same economic rights, (B) provide the Non-Voting Common Units with voting rights in addition to those set forth in this Agreement, (C) impose new or additional restrictions on transfer of the Non-Voting Common Units, (D) adversely change the conversion rights of the Non-Voting Common Units or impose new or additional restrictions on conversion of such Non-Voting Common Units, (E) adversely change the process of converting the Non-Voting Common Units to Common Units, (F) change the beneficial ownership threshold set forth in Section 5.9(b)(v)(B), (G) make the Non-Voting Common Units redeemable or convertible at the option of the Partnership, other than as set forth herein, or (H) adversely change the Partnership’s obligation to provide transfer assistance in connection with a transfer of Non-Voting Common Units to any Person) would require approval pursuant to the foregoing sentence; and (ii) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation or conversion rights (including in connection with a Series A Change of Control) of the Series A Preferred Unitholders or the ranking or seniority of the Series A Preferred Units in relation to any other class of Partnership Interests would require approval pursuant to the foregoing sentence; provided that (A) for so long as (y) each Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) continues to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, and (z) a Series A Purchaser Change of Control has not occurred with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by Series A Preferred Unitholders holding at least sixty-six and two thirds percent (66 2/3%) of the Outstanding Series A Preferred Units; and (B) from and after such time as (y) any Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) ceases to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, or (z) a Series A Purchaser Change of Control occurs with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by holders of not less than a majority of the Outstanding Series A Preferred Unitholders (the vote required by 86 clause (A) or (B), as applicable, of the foregoing proviso, the “Series A Required Voting Percentage”). Without limiting the generality of clause (ii) of the foregoing sentence, any amendment shall be deemed to have such a material adverse effect on the rights or preferences of the Series A Preferred Units if such amendment would: (i) Reduce the Series A Distribution Amount, change the form of payment of distributions on the Series A Preferred Units, defer the date from which distributions on the Series A Preferred Units will accrue, cancel any accrued Series A Unpaid Distributions, or change the seniority rights of the Series A Preferred Unitholders as to the payment of distributions in relation to the holders of any other class or series of Partnership Interests; (ii) Reduce the amount payable or change the form of payment to the Record Holders of the Series A Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series A Preferred Units in relation to the rights upon liquidation of the holders of any other class or series of Partnership Interests; (iii) Make the Series A Preferred Units redeemable or convertible at the option of the Partnership other than as set forth herein; or (iv) Adversely amend the provisions of Section 5.5(c), Section 5.8(b)(iii)(D) or Section 5.8(b)(x). (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant any amendment to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% provisions relating to the IDR Fee contained in the Management Services Agreement that would materially adversely affect the holders of the voting power Common Units shall be approved by holders of the Outstanding Voting Units 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 the Delaware Limited Partnership Acta Unit Majority. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units (excluding Non- Voting Common Units) or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units (excluding Non-Voting Common Units). (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. For the avoidance of doubt, (i) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation, transfer, conversion, or voting rights of the holders of Non-Voting Common Units (including any amendment that would (A) result in the Non-Voting Common Units and Common Units not having the same economic rights, (B) provide the Non-Voting Common Units with voting rights in addition to those set forth in this Agreement, (C) impose new or additional restrictions on transfer of the Non-Voting Common Units, (D) adversely change the conversion rights of the Non-Voting Common Units or impose new or additional restrictions on conversion of such Non-Voting Common Units, (E) adversely change the process of converting the Non-Voting Common Units to Common Units, (F) change the beneficial ownership threshold set forth in Section 5.9(b)(v)(B), (G) make the Non-Voting Common Units redeemable or convertible at the option of the Partnership, other than as set forth herein, or (H) adversely change the Partnership’s obligation to provide transfer assistance in connection with a transfer of Non-Voting Common Units to any Person) would require approval pursuant to the foregoing sentence; and (ii) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation or conversion rights (including in connection with a Series A Change of Control) of the Series A Preferred Unitholders or the ranking or seniority of the Series A Preferred Units in relation to any other class of Partnership Interests would require approval pursuant to the foregoing sentence; provided that (A) for so long as (y) each Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) continues to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, and (z) a Series A Purchaser Change of Control has not occurred with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by Series A Preferred Unitholders holding at least sixty-six and two thirds percent (66 2/3%) of the Outstanding Series A Preferred Units; and (B) from and after such time as (y) any Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) ceases to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, or (z) a Series A Purchaser Change of Control occurs with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by holders of not less than a majority of the Outstanding Series A Preferred Unitholders (the vote required by 86 clause (A) or (B), as applicable, of the foregoing proviso, the “Series A Required Voting Percentage”). Without limiting the generality of clause (ii) of the foregoing sentence, any amendment shall be deemed to have such a material adverse effect on the rights or preferences of the Series A Preferred Units if such amendment would: (i) Reduce the Series A Distribution Amount, change the form of payment of distributions on the Series A Preferred Units, defer the date from which distributions on the Series A Preferred Units will accrue, cancel any accrued Series A Unpaid Distributions, or change the seniority rights of the Series A Preferred Unitholders as to the payment of distributions in relation to the holders of any other class or series of Partnership Interests; (ii) Reduce the amount payable or change the form of payment to the Record Holders of the Series A Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series A Preferred Units in relation to the rights upon liquidation of the holders of any other class or series of Partnership Interests; (iii) Make the Series A Preferred Units redeemable or convertible at the option of the Partnership other than as set forth herein; or (iv) Adversely amend the provisions of Section 5.5(c), Section 5.8(b)(iii)(D) or Section 5.8(b)(x). (d) Notwithstanding any other provision of this Agreement, any amendment to the provisions relating to the IDR Fee contained in the Management Services Agreement that would materially adversely affect the holders of the Common Units shall be approved by holders of a Unit Majority. (e) Notwithstanding any other provision of this Agreement, prior to the approval by the Partnership, as a holder of OpCo Common Units, of (i) any amendment of the OpCo Partnership Agreement that requires approval by holders of a “Unit Majority” (as defined therein), such amendment shall also be approved by holders of a Unit Majority hereunder, and (ii) any amendment of the OpCo Partnership Agreement that requires approval by holders of at least ninety percent (90%) of the OpCo Common Units, such amendment shall also be approved by holders of at least ninety percent (90%) of the Outstanding Units hereunder. (f) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least ninety percent (90% of the voting power %) of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (eg) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least ninety percent (90% of the voting power %) of the Outstanding Voting 87 Units; provided that clauses (d) and (e)(i) of this Section 13.3 may be amended with the approval of the holders of a Unit Majority.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units (excluding Non- Voting Common Units) or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units (excluding Non-Voting Common Units). (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. For the avoidance of doubt, (i) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation, transfer, conversion, or voting rights of the holders of Non-Voting Common Units (including any amendment that would (A) result in the Non-Voting Common Units and Common Units not having the same economic rights, (B) provide the Non-Voting Common Units with voting rights in addition to those set forth in this Agreement, (C) impose new or additional restrictions on transfer of the Non-Voting Common Units, (D) adversely change the conversion rights of the Non-Voting Common Units or impose new or additional restrictions on conversion of such Non-Voting Common Units, (E) adversely change the process of converting the Non-Voting Common Units to Common Units, (F) change the beneficial ownership threshold set forth in Section 5.9(b)(v)(B)(1), (G) make the Non-Voting Common Units redeemable or convertible at the option of the Partnership, other than as set forth herein, or (H) adversely change the Partnership’s obligation to provide transfer assistance in connection with a transfer of Non-Voting Common Units to any Person) would require approval pursuant to the foregoing sentence; and (ii) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation or conversion rights (including in connection with a Series A Change of Control) of the Series A Preferred Unitholders or the ranking or seniority of the Series A Preferred Units in relation to any other class of Partnership Interests would require approval pursuant to the foregoing sentence; provided that (A) for so long as (y) each Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) continues to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, and (z) a Series A Purchaser Change of Control has not occurred with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by Series A Preferred Unitholders holding at least sixty-six and two thirds percent (66 2/3%) of the Outstanding Series A Preferred Units; and (B) from and after such time as (y) any Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) ceases to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, or (z) a Series A Purchaser Change of Control occurs with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by holders of not less than a majority of the Outstanding Series A Preferred Unitholders (the vote required by clause (A) or (B), as applicable, of the foregoing proviso, the “Series A Required Voting Percentage”). Without limiting the generality of clause (ii) of the foregoing sentence, any amendment shall be deemed to have such a material adverse effect on the rights or preferences of the Series A Preferred Units if such amendment would: (i) Reduce the Series A Distribution Amount, change the form of payment of distributions on the Series A Preferred Units, defer the date from which distributions on the Series A Preferred Units will accrue, cancel any accrued Series A Unpaid Distributions, or change the seniority rights of the Series A Preferred Unitholders as to the payment of distributions in relation to the holders of any other class or series of Partnership Interests; (ii) Reduce the amount payable or change the form of payment to the Record Holders of the Series A Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series A Preferred Units in relation to the rights upon liquidation of the holders of any other class or series of Partnership Interests; (iii) Make the Series A Preferred Units redeemable or convertible at the option of the Partnership other than as set forth herein; or (iv) Adversely amend the provisions of Section 5.5(c), Section 5.8(b)(iii)(D) or Section 5.8(b)(x). (d) Notwithstanding any other provision of this Agreement, any amendment to the provisions relating to the IDR Fee contained in the Management Services Agreement that would materially adversely affect the holders of the Common Units shall be approved by holders of a Unit Majority. (e) Notwithstanding any other provision of this Agreement, prior to the approval by the Partnership, as a holder of OpCo Common Units, of (i) any amendment of the OpCo Partnership Agreement that requires approval by holders of a “Unit Majority” (as defined therein), such amendment shall also be approved by holders of a Unit Majority hereunder, and (ii) any amendment of the OpCo Partnership Agreement that requires approval by holders of at least ninety percent (90%) of the OpCo Common Units, such amendment shall also be approved by holders of at least ninety percent (90%) of the Outstanding Units hereunder. (f) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least ninety percent (90% of the voting power %) of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (eg) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least ninety percent (90% of the voting power %) of the Outstanding Voting Units; provided that clauses (d) and (e)(i) of this Section 13.3 may be amended with the approval of the holders of a Unit Majority.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A)), whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A)), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. For the avoidance of doubt, any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation or conversion rights (including in connection with a Series A Change of Control) of the Series A Preferred Unitholders or the ranking or seniority of the Series A Preferred Units in relation to any other class of Partnership Interests would require approval pursuant to the foregoing sentence; provided that (i) for so long as (y) each Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) continues to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, and (z) a Series A Purchaser Change of Control has not occurred with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by Series A Preferred Unitholders holding at least sixty-six and two thirds percent (66 2/3%) of the Outstanding Series A Preferred Units; and (ii) from and after such time as (y) any Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) ceases to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, or (z) a Series A Purchaser Change of Control occurs with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by holders of not less than a majority of the Outstanding Series A Preferred Unitholders (the vote required by clause (i) or (ii), as 810649.05-WILSR01A - MSW applicable, of the foregoing proviso, the “Series A Required Voting Percentage”). Without limiting the generality of the foregoing sentence, any amendment shall be deemed to have such a material adverse effect on the rights or preferences of the Series A Preferred Units if such amendment would: (i) Reduce the Series A Distribution Amount, change the form of payment of distributions on the Series A Preferred Units, defer the date from which distributions on the Series A Preferred Units will accrue, cancel any accrued Series A Unpaid Distributions, or change the seniority rights of the Series A Preferred Unitholders as to the payment of distributions in relation to the holders of any other class or series of Partnership Interests; (ii) Reduce the amount payable or change the form of payment to the Record Holders of the Series A Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series A Preferred Units in relation to the rights upon liquidation of the holders of any other class or series of Partnership Interests; (iii) Make the Series A Preferred Units redeemable or convertible at the option of the Partnership other than as set forth herein; or (iv) Adversely amend the provisions of Section 5.5(c), Section 5.8(b)(iii)(D) or Section 5.8(b)(x). (d) Notwithstanding any other provision of this Agreement, any amendment to the provisions relating to the IDR Fee contained in the Management Services Agreement that would materially adversely affect the holders of the Common Units shall be approved by holders of a Unit Majority. (e) Notwithstanding any other provision of this Agreement, prior to the approval by the Partnership, as a holder of OpCo Common Units, of (i) any amendment of the OpCo Partnership Agreement that requires approval by holders of a “Unit Majority” (as defined therein), such amendment shall also be approved by holders of a Unit Majority hereunder, and (ii) any amendment of the OpCo Partnership Agreement that requires approval by holders of at least ninety percent (90%) of the OpCo Common Units, such amendment shall also be approved by holders of at least ninety percent (90%) of the Outstanding Units hereunder. (f) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least ninety percent (90% of the voting power %) of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (eg) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least ninety percent (90% of the voting power %) of the Outstanding Voting Units.; provided that clauses (d) and (e)(i) of this Section 13.3 may be amended with the approval of the holders of a Unit Majority. 810649.05-WILSR01A - MSW

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units (excluding Non- Voting Common Units) or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units (excluding Non-Voting Common Units). (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. . For the avoidance of doubt, (di) Notwithstanding any other provision amendment (including by merger or otherwise) adversely affecting the distribution, liquidation, transfer, conversion, or voting rights of the holders of Non-Voting Common Units (including any amendment that would (A) result in the Non-Voting Common Units and Common Units not having the same economic rights, (B) provide the Non-Voting Common Units with voting rights in addition to those set forth in this Agreement, except for amendments (C) impose new or additional restrictions on transfer of the Non-Voting Common Units, (D) adversely change the conversion rights of the Non-Voting Common Units or impose new or additional restrictions on conversion of such Non-Voting Common Units, (E) adversely change the process of converting the Non-Voting Common Units to Common Units, (F) change the beneficial ownership threshold set forth in Section 5.9(b)(v)(B)(1), (G) make the Non-Voting Common Units redeemable or convertible at the option of the Partnership, other than as set forth herein, or (H) adversely change the Partnership’s obligation to provide transfer assistance in connection with a transfer of Non-Voting Common Units to any Person) would require approval pursuant to Section 13.1 the foregoing sentence; and except (ii) any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation or conversion rights (including in connection with a Series A Change of Control) of the Series A Preferred Unitholders or the ranking or seniority of the Series A Preferred Units in relation to any other class of Partnership Interests would require approval pursuant to the foregoing sentence; provided that (A) for so long as otherwise provided (y) each Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) continues to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, and (z) a Series A Purchaser Change of Control has not occurred with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by Article XIV, no amendments shall become effective without the approval of Series A Preferred Unitholders holding at least 90% of the voting power sixty-six and two thirds percent (66 2/3%) of the Outstanding Voting Units unless Series A Preferred Units; and (B) from and after such time as (y) any Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) ceases to be the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding Record Holder or beneficial owner of at least 90% of the voting power twenty-five percent (25%) of the Outstanding Series A Preferred Units, or (z) a Series A Purchaser Change of Control occurs with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by holders of not less than a majority of the Outstanding Series A Preferred Unitholders (the vote required by 87 clause (A) or (B), as applicable, of the foregoing proviso, the “Series A Required Voting Units.Percentage”). Without limiting the generality of clause (ii) of the foregoing sentence, any amendment shall be deemed to have such a material adverse effect on the rights or preferences of the Series A Preferred Units if such amendment would:

Amendment Requirements. (a) 13.3.1 Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) 13.3.2 Notwithstanding the provisions of Sections 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)13.3.3, 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretion. (c) 13.3.3 Except as provided in Sections Section 13.1 and Section 14.3, 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 (treating the Class A Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) 13.3.4 Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3.2, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) 13.3.5 Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class Class of Partnership Interests in relation to other classes Classes of Partnership Interests (treating the Common Units as a separate class Class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class Class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required 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 reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d) 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall enlargement may 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3, 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 (treating the Common Voting Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding the provisions of Sections 13.1 and 13.2, in addition to any other approvals or consents that may be required under this Agreement, neither Section 7.13 nor Section 13.4(b) shall be amended, altered, changed, repealed or rescinded in any respect without the written consent of Ares VoteCo. (e) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Sections 11.2 or 13.4, reducing such voting percentage or (ii) in the case of Sections 11.2 or 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such enlargement 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in its sole discretionat the General Partner’s option. (c) Except as provided in Sections 13.1 Section 14.3 and 14.3subject to Section 16.5(c)(i) with respect to Series A Preferred Units, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Partners as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Partnership Interests in relation to other classes or series of Partnership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class or series affected. If the Board of Directors 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Actapplicable law. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units (excluding Non- Voting Common Units) or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units (excluding Non-Voting Common Units). (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. . For the avoidance of doubt, (di) Notwithstanding any other provision amendment (including by merger or otherwise) adversely affecting the distribution, liquidation, transfer, conversion, or voting rights of the holders of Non-Voting Common Units (including any amendment that would (A) result in the Non-Voting Common Units and Common Units not having the same economic rights, (B) provide the Non-Voting Common Units with voting rights in addition to those set forth in this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% (C) impose new or additional restrictions on transfer of the voting power Non-Voting Common Units, (D) adversely change the conversion rights of the Outstanding Non-Voting Common Units unless or impose new or additional restrictions on conversion of such Non-Voting Common Units, (E) adversely change the Partnership obtains an Opinion process of Counsel converting the Non-Voting Common Units to Common Units, (F) change the effect that such amendment will not affect the limited liability of any Limited Partner under the Delaware Limited Partnership Act. (e) Except as provided beneficial ownership threshold set forth in Section 13.15.9(b)(v)(B), this Section 13.3 shall only be amended with (G) make the approval Non-Voting Common Units redeemable or convertible at the option of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.Partnership, other than as set forth herein, or

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of the Partners) holding a specified Percentage Interest required 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 percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent increased, as applicable or the affirmative vote of Partners whose aggregate Percentage Interest constitutes not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Units.all Limited Partners. Oiltanking Partners, L.P. First Amended and Restated Agreement of Limited Partnership

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power Outstanding Units or percentage of a particular class of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4 increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders holders of Outstanding Units (or holders of Outstanding Voting Units of such applicable class, as the case may be) whose aggregate Outstanding Voting Units (generally or of such applicable class, as the case may be) constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 66 2/3% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner's authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will shall not affect the limited liability of any Limited Partner under applicable partnership law of the Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3 and 14.3subject to Section 16.4(b) with respect to Series A Preferred Units, and without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a) (i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest 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 percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected.. If the General Partner 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. PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections ‎Section 13.1 and ‎Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesMember) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than ‎Section 13.4, reducing such voting percentage or (ii) in the case of ‎Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, or (y) in the case of an increase in the percentage in ‎Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections ‎Section 13.1 and ‎Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Non-Managing Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section ‎Section 13.3(c), ) or (ii) enlarge the obligations of, restrict 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 to, the Managing Partner Member or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3‎Section 14.3 or ‎Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the class affected.. If the Managing Member determines an amendment does not satisfy the requirements of ‎Section 13.1(d)(i) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section ‎Section 13.1 and except as otherwise provided by Article XIV‎Section 14.3(a), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner Non-Managing Member under applicable partnership law of the Delaware Limited Partnership Actstate under whose laws the Company is organized. (e) Except as provided in Section ‎Section 13.1, ‎Section 11.2 and this Section ‎Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 9.1 and 13.29.3, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) Shares 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 Unitholders or holders of Outstanding Voting Units Shares whose aggregate Outstanding Voting Units Shares constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 9.1 and 13.29.3, but subject to the provisions of Section 9.2, no amendment to this Agreement may (i) enlarge adversely affect the obligations rights or preferences of any Limited Partner Shares in a manner that is disproportionate to all other outstanding Shares of the same class or series, without its consentthe consent of each Member holding any such disproportionately affected Share or Shares (provided, unless such however, nothing in this Section 9.4(b)(i) shall be deemed interpreted to have occurred as a result require the consent of an any Member that may be adversely affected by any amendment approved pursuant to Section 13.3(c)for reasons other than such Member’s ownership of Shares) or, or (ii) enlarge change Section 8.1(a), (iii) change the obligations ofterm of the Company or, restrict (iv) except as set forth in Section 8.1, give any way any action by or rights of, or reduce in any way Person the amounts distributable, reimbursable or otherwise payable right to dissolve the Managing Partner or any of its Affiliates without the Managing Partner’s consent, which consent may be given or withheld in its sole discretionCompany. (c) Except as provided in Sections 13.1 Section 10.3, and 14.3without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 9.1, notwithstanding the provisions of Section 9.1, (i) any amendment that would have a material adverse effect on the rights or preferences of any class or series of Partnership Interests Shares in relation to other classes or series of Partnership Interests (treating the Common Units as a separate class for this purpose) Shares must be approved by the holders of not less than a majority of the Outstanding Partnership Interests Shares of the class affected. or series affected (dprovided, however, nothing in this Section 9.4(c)(i) Notwithstanding shall be interpreted to require the consent of the holders of any class or series of Shares that may be adversely affected by any amendment for reasons other provision than such holders’ ownership of Shares), and (ii) any amendment of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without Agreement affecting the approval of Unitholders holding at least 90% rights of the voting power Class B Shareholder Committee shall require the Consent of the Outstanding Voting Units 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 the Delaware Limited Partnership ActClass B Shareholder Committee. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Act.is organized. CHESAPEAKE MIDSTREAM PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner Transocean Member and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Non-Transocean Member without its consent, unless such enlargement 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 to, the Managing Partner Transocean Member or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections Section 13.1 and or Section 14.3, any amendment that would have a material adverse effect on the rights or preferences of any type or class of Partnership Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the type or class affected. If the Board of Directors determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner Non-Transocean Member under the Delaware Limited Partnership Actapplicable law. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Unitsas a single class.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing General Partner and its Affiliates) 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 Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall enlargement may 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 Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3, 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 (treating the Common Voting Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding the provisions of Sections 13.1 and 13.2, in addition to any other approvals or consents that may be required under this Agreement, neither Section 7.13 nor Section 13.4(b) shall be amended, altered, changed, repealed or rescinded in any respect without the written consent of TCG Partners. (e) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units 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 the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class, whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class, constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partner 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 (treating the Common Units as a separate class for this purpose) 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, any amendment to the provisions relating to the IDR Fee or the Purchase Price Adjustment contained in the Purchase Agreement or the Management Services Agreement that would materially amend, alter, supplement or replace the provisions relating to the IDR Fee or the Purchase Price Adjustment or would otherwise materially adversely affect the holders of the Common Units shall be approved by holders of a Unit Majority. (e) Notwithstanding any other provision of this Agreement, prior to the approval by the Partnership, as a holder of OpCo Common Units, of (i) any amendment of the OpCo Partnership Agreement that requires approval by holders of a “Unit Majority” (as defined therein), such amendment shall also be approved by holders of a Unit Majority hereunder, and (ii) any amendment of the OpCo Partnership Agreement that requires approval by holders of at least 90% of the OpCo Common Units, such amendment shall also be approved by holders of at least 90% of the Outstanding Units hereunder. (f) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (eg) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power Outstanding Units; provided that clauses (d) and (e)(i) of this Section 13.3 may be amended with the approval of the Outstanding Voting Unitsholders of a Unit Majority.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units or (z) in the case of an increase in the percentage in Section 13.4, not less than a Unit Majority. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing General Partner’s consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Limited Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesMember) required or requires a vote or approval of Members (or a subset of Members) 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 reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Members whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Limited Partner holder of a class of Membership Interests to make additional Capital Contributions to the Company) any Non-Managing Member 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 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 to, the Managing Partner Member or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the class affected. If the Managing Member determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Non-Managing Members voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner Non-Managing Member under applicable limited liability company law of the Delaware Limited Partnership Actstate under whose laws the Company is organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Members (including the Unitholders Managing Member and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Non-Managing Members.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest 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 percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Units.all Limited Partners. WAS:215692.2

Amendment Requirements. (a) Notwithstanding the provisions of Sections ‎Section 13.1 and ‎Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power Outstanding Units or a percentage of a particular class of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesMember) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than ‎Section 13.4, reducing such voting percentage or (ii) in the case of ‎Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders holders of Outstanding Units (or holders of Outstanding Voting Units of such applicable class, as the case may be) whose aggregate Outstanding Voting Units (generally or of such applicable class, as the case may be) constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reducedreduced or (y) in the case of an increase in the percentage in ‎Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections ‎Section 13.1 and 13.2‎13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Non-Managing Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section ‎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 to, the Managing Partner Member or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 ‎Section 14.3, and 14.3without limitation of the Managing Member’s authority to adopt amendments to this Agreement without the approval of any Members 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 Membership Interests in relation to other classes of Partnership Membership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Membership Interests of the class affected. If the Managing Member determines an amendment does not satisfy the requirements of ‎Section 13.1(d) because it adversely affects one or more classes of Membership Interests, as compared to other classes of Membership 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 Section ‎Section 13.1 and except as otherwise provided by Article XIV‎Section 14.3(a), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will shall not affect the limited liability of any Limited Partner Non-Managing Member under applicable limited liability company law of the Delaware Limited Partnership Actstate under whose laws the Company is organized. (e) Except as provided in Section 13.1‎Section 13.1 and ‎Section 13.2, this Section ‎Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.1, 17.2 and 17.3, no amendment shall become effective without the approval of the Record Holders of 90% of the outstanding Common Units unless the Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership or any Operating Partnership to be taxable as a corporation or an association taxable as a corporation for federal income tax purposes and (b) such amendment will not affect the limited liability of any Limited Partner in the Partnership or any Operating Partnership under applicable law. (b) Notwithstanding any other provision of this Agreement, in the event at any time there exists any type or class of outstanding Units having any rights or preferences different from the rights or preferences of any other class or series of outstanding Units, no amendment shall be effective which the Managing General Partner determines in its sole discretion would materially and adversely affect the rights or preferences of any such class or series of outstanding Units without, in addition to any other required approval, the approval by written consent or affirmative vote of 66-2/3% in interest of the Record Holders of the type or class of Units so affected. (c) Notwithstanding the provisions of Sections 13.1 17.1, 17.2, 17.3 and 13.217.4, no provision of this Agreement that requires which establishes the vote consent or consent approval of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that which would have the effect of reducing such voting percentage requirements, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units Partners whose aggregate Outstanding Voting Units constitute Percentage Interest constitutes not less than the voting or consent requirement sought to be reduced. (b. This Section 17.5(c) Notwithstanding the provisions of Sections 13.1 and 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 Managing Partner or any of its Affiliates without the Managing Partner’s consent, which consent may be given or withheld in its sole discretion. (c) Except as provided in Sections 13.1 and 14.3, 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 (treating the Common Units as a separate class for this purpose) 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 Article XIV, no amendments shall become effective without amended only with the approval by written consent or affirmative vote of Unitholders holding Partners whose aggregate Percentage Interest constitutes at least 90% of the voting power aggregate Percentage Interest of the Outstanding Voting Units 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 the Delaware Limited Partnership ActPartners. (ed) Except as provided The voting requirements in Section 13.1, this Section 13.3 17.5 shall only be amended with in addition to voting requirements imposed by the approval of the Unitholders holding of at least 90% of the voting power of the Outstanding Voting Unitsother provisions contained herein.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units, voting together as a single class (including the Series A Preferred Units as provided in Section 5.8(b)(iii)(A)), whose aggregate Outstanding Common Units and Special Voting Units, voting together as a single class (including the Series A Preferred Units as provided in Section 5.8(b)(iii)(A)), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. . For the avoidance of doubt, any amendment (dincluding by merger or otherwise) Notwithstanding adversely affecting the distribution, liquidation or conversion rights (including in connection with a Series A Change of Control) of the Series A Preferred Unitholders or the ranking or seniority of the Series A Preferred Units in relation to any other provision class of this Agreement, except for amendments Partnership Interests would require approval pursuant to Section 13.1 the foregoing sentence; provided, that (i) for so long as (x) each Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) continues to be the Record Holder or beneficial owner of at least 25% of the Outstanding Series A Preferred Units, and except as otherwise provided (y) a Series A Purchaser Change of Control has not occurred with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by Article XIV, no amendments shall become effective without the approval of Series A Preferred Unitholders holding at least 9066 2/3% of the voting power Outstanding Series A Preferred Units; and (ii) from and after such time as (x) any Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) ceases to be the Record Holder or beneficial owner of at least 25% of the Outstanding Voting Units unless the Partnership obtains an Opinion Series A Preferred Units, or (y) a Series A Purchaser Change of Counsel Control occurs with respect to the effect any Series A Purchase Agreement Purchaser, any amendments that such amendment will require approval under this sentence must be approved by holders of not affect the limited liability of any Limited Partner under the Delaware Limited Partnership Act. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding of at least 90% of the voting power less than a majority of the Outstanding Series A Preferred Unitholders (the vote required by clause (i) or (ii), as applicable, of the foregoing proviso, the “Series A Required Voting Units.Percentage”). Without limiting the generality of the foregoing sentence, any amendment shall be deemed to have such a material adverse effect on the rights or preferences of the Series A Preferred Units if such amendment would:

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required 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 reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Act.is organized. NORTHERN TIER ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required or requires a vote or approval of Partners (or a subset of 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 reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections Section 13.1 and or Section 14.3, 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Act.is organized. ARC LOGISTICS PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or class of Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4(b), increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A)), whose aggregate Outstanding Common Units and Special Voting Units Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A)), constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than ninety percent (90%) of the Outstanding Units or (z) in the case of an increase in the percentage in Section 13.4(b), not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s or Board’s authority to adopt amendments to this Agreement without the approval of any Partner as contemplated in Section 13.1, any amendment (including by merger or otherwise) 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. For the avoidance of doubt, any amendment (including by merger or otherwise) adversely affecting the distribution, liquidation or conversion rights (including in connection with a Series A Change of Control) of the Series A Preferred Unitholders or the ranking or seniority of the Series A Preferred Units in relation to any other class of Partnership Interests would require approval pursuant to the foregoing sentence; provided that (i) for so long as (y) each Series A Purchase Agreement Purchaser (together with such Purchaser’s then-Affiliates) continues to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, and (z) a Series A Purchaser Change of Control has not occurred with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by Series A Preferred Unitholders holding at least sixty-six and two thirds percent (66 2/3%) of the Outstanding Series A Preferred Units; and (ii) from and after such time as (y) any Series A Purchase Agreement Purchaser (together with such Purchaser’s then- Affiliates) ceases to be the Record Holder or beneficial owner of at least twenty-five percent (25%) of the Outstanding Series A Preferred Units, or (z) a Series A Purchaser Change of Control occurs with respect to any Series A Purchase Agreement Purchaser, any amendments that require approval under this sentence must be approved by holders of not less than a majority of the Outstanding Series A Preferred Unitholders (the vote required by clause (i) or (ii), as applicable, of the foregoing proviso, the “Series A Required Voting Percentage”). Without limiting the generality of the foregoing sentence, any amendment shall be deemed to have such a material adverse effect on the rights or preferences of the Series A Preferred Units if such amendment would: (i) Reduce the Series A Distribution Amount, change the form of payment of distributions on the Series A Preferred Units, defer the date from which distributions on the Series A Preferred Units will accrue, cancel any accrued Series A Unpaid Distributions, or change the seniority rights of the Series A Preferred Unitholders as to the payment of distributions in relation to the holders of any other class or series of Partnership Interests; (ii) Reduce the amount payable or change the form of payment to the Record Holders of the Series A Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series A Preferred Units in relation to the rights upon liquidation of the holders of any other class or series of Partnership Interests; (iii) Make the Series A Preferred Units redeemable or convertible at the option of the Partnership other than as set forth herein; or (iv) Adversely amend the provisions of Section 5.5(c), Section 5.8(b)(iii)(D) or Section 5.8(b)(x). (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant any amendment to Section 13.1 and except as otherwise provided by Article XIV, no amendments shall become effective without the approval of Unitholders holding at least 90% provisions relating to the IDR Fee contained in the Management Services Agreement that would materially adversely affect the holders of the voting power Common Units shall be approved by holders of the Outstanding Voting Units 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 the Delaware Limited Partnership Acta Unit Majority. (e) Except as provided in Section 13.1Notwithstanding any other provision of this Agreement, this Section 13.3 shall only be amended with prior to the approval by the Partnership, as a holder of OpCo Common Units, of (i) any amendment of the Unitholders holding OpCo Partnership Agreement that requires approval by holders of at least 90% a “Unit Majority” (as defined therein), such amendment shall also be approved by holders of the voting power of the Outstanding Voting Units.a Unit Majority hereunder, and

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a)(i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3subject to Section 16.4(b) with respect to Series A Preferred Units and Section 17.4(b) with respect to Series B Preferred Units, and without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action or requires a vote or approval of Partners (or a subset of the Partners) holding a specified Percentage Interest 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 percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent increased, as applicable or the affirmative vote of Partners whose aggregate Percentage Interest constitutes not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders Partners (including the General Partner and its Affiliates) holding at least 90% of the voting power Percentage Interests of the Outstanding Voting Units all Limited Partners 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. XXXXXXXX PARTNERS L.P. composite Agreement of limited partnership (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required or requires a vote or approval of Partners (or a subset of 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 reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced.reduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. WESTLAKE CHEMICAL PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (b) Notwithstanding the provisions of Sections Section 13.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest 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 percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement sought to be reduced or consent the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected.. If the General Partner 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. PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 83 (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Percentage Interests of all Limited Partners voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the Unitholders General Partner and its Affiliates) holding of at least 90% of the voting power Percentage Interests of the Outstanding Voting Unitsall Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its AffiliatesGeneral Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) 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 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 and 14.3Section 14.3 or 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 (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner 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 Section 13.1 and except as otherwise provided by Article XIVSection 14.3(b), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Act.is organized. SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections Section 13.1 and Section 13.2, no provision of this Agreement that requires the vote or consent of Unitholders holding, or holders of, establishes a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentages, unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute (x) in the case of a reduction as described in subclause (a) (i) hereof, not less than the voting or consent requirement sought to be reduced, (y) in the case of an increase in the percentage in Section 11.2, not less than 90% of the Outstanding Units, or (z) in the case of an increase in the percentage in Section 13.4, not less than a majority of the Outstanding Units. (b) Notwithstanding the provisions of Sections 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 to, the Managing General Partner or any of its Affiliates without the Managing Partner’s its consent, which consent may be given or withheld in at its sole discretionoption. (c) Except as provided in Sections 13.1 Section 14.3, and 14.3without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners 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 (treating the Common Units as a separate class for this purpose) 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 Article XIVSection 14.3(f), no amendments shall become effective without the approval of Unitholders holding the holders of at least 90% of the Outstanding Units voting power of the Outstanding Voting Units 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 Delaware Limited state under whose laws the Partnership Actis organized. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the Unitholders holding holders of at least 90% of the voting power of the Outstanding Voting Units.