Common use of Amendment Requirements Clause in Contracts

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no provision of this Agreement that establishes a percentage of Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), ; (ii) change Section 10.1(a), 14.1(a) or (b); (iii) restrict in any way any action by or rights of the Board of Directors as set forth in this Agreement; or (iv) change the term of the Company or, except as set forth in Section 10.1(a14.1(b), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation Notwithstanding of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 15.1 and except as otherwise provided by Section 12.3(b16.3(b), no amendments shall become effective without the approval of the holders of at least 9095% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Company or the Operating Subsidiaries to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes and (b) such amendment will not affect the limited liability of any Member or any Member of the Operating Subsidiaries under applicable law. (d) This Section 15.3 shall be amended only with the approval of the holders of not less than 95% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 12.1 and 12.2, no provision of this Agreement that establishes a percentage of the voting power of Outstanding Units Voting 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 percentage, unless such amendment is approved by the written consent or the affirmative vote of the holders of the voting power of the Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 12.1 and 12.2, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment is approved pursuant to Section 11.2(c12.3(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.313.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.112.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Shares in relation to other classes of Interests Shares must be approved by the affirmative vote of the holders of not less than at least a majority of the voting power of the Outstanding Interests Shares of the class affected; provided, that the Class A Common Shares and the Class B Common Share shall vote together as a single class on any such amendments. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 12.1 and except as otherwise provided by Section 12.3(b13.3(b), no amendments shall become effective without the approval affirmative vote of the holders of at least ninety percent (90% %) of the voting power of the Outstanding Units voting as a single class unless Voting Shares, if the Company obtains an Opinion Board of Counsel to the effect Directors determines that such amendment will not affect the limited liability of any Member under applicable lawlaw of the state under whose laws the Company is organized (it being understood that the Board of Directors may rely on any Opinion of Counsel in making such determination, but no such Opinion of Counsel shall be required). (e) Except as provided in Section 12.1, this Section 12.3 shall only be amended with the affirmative vote of the holders of at least ninety percent (90%) of the voting power of the Outstanding Voting Shares.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ ' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 75% of the Outstanding Units voting together as a single class.

Amendment Requirements. (a) 18.3.1 Notwithstanding the provisions of Section 11.1Sections 18.1 and 18.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units 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 requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 18.3.2 Notwithstanding the provisions of Section 11.1Sections 18.1 and 18.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, consent unless such shall be deemed to have occurred as a result of an any amendment approved pursuant to Section 11.2(c)18.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to any General Partner or any of the Company orits Affiliates without its consent, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 18.3.3 Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ Managing General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 18.1, the Managing General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Partnership Interests, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 18.3.4 Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)18.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Equity Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the Managing General Partner has not made the election contemplated by Section 13.6) and (b) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BIP under applicable law; however, that no such opinion shall be required in connection with an election described in Section 13.6 made by the Managing General Partner or in connection with a transfer following such election. 18.3.5 This Section 18.3 shall only be amended with the approval of not less than 90% of the Outstanding Equity Units.

Amendment Requirements. (a) 17.3.1. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units 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 requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 17.3.2. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 11.2(c)17.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Company orManaging General Partner, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 17.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ Managing General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.1, the Managing General Partner may amend the Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)17.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (i) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the Managing General Partner has not made the election contemplated by Section 12.6), and (ii) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BBP under applicable lawLaw; provided, however, that no such opinion shall be required in connection with an election described in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. 17.3.5. This Section 17.3 shall only be amended with the approval of not less than 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no provision of this Agreement that establishes a percentage of Outstanding Units 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 requirement unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c15.3(c), (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner without its consent, which may be given or withheld in its sole discretion, (iii) change Section 10.1(a14.1(a) or (c), or (iiiiv) change the term of the Company Partnership or, except as set forth in Section 10.1(a14.1(c), give any Person the right to dissolve the CompanyPartnership. (c) Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.115.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Interests Units must be approved by the holders of not less than a majority of the Outstanding Interests Units of the class affectedaffected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates). (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 6.3 or 15.1 and except as otherwise provided by Section 12.3(b16.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of the other Group Members under applicable law. (e) This Section 15.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no provision of this Agreement that establishes a percentage of Outstanding Units 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 requirement unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c15.3(c), (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner without its consent, which may be given or withheld in its sole discretion, (iii) change Section 10.1(a14.1(a) or (c), or (iiiiv) change the term of the Company Partnership or, except as set forth in Section 10.1(a14.1(c), give any Person the right to dissolve the CompanyPartnership. (c) Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner's authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.115.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Interests Units must be approved by the holders of not less than a majority of the Outstanding Interests Units of the class affectedaffected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates). (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 6.3 or 15.1 and except as otherwise provided by Section 12.3(b16.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of the other Group Members under applicable law. (e) This Section 15.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company orCompany, or (iv) except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of DirectorsManagers’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.111.1 (including Section 11.1(c)(vii)), any amendment that would have a material adverse effect on the rights or preferences of any then Outstanding class of Member Interests in relation to other classes of Member Interests must be approved by the holders of not less than a majority of the Outstanding Member Interests of the class affected, provided that amending this Agreement to create a new class or series of Company Securities pursuant to Section 5.5 with relative rights, powers, preferences and duties that are senior or prior to, or pari passu with, the relative rights, powers, preferences or duties of any then Outstanding Member Interests shall not be deemed to cause such a material adverse effect. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 11.1(c) and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Common Units and Class A Units, voting as a single class class, unless the Company obtains an Opinion of Counsel to the effect that such amendment will not adversely affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 75% of the Outstanding Units voting together as a single class.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(aSection 10.1 (a), or (iii) change the term of the Company orCompany, or (iv) except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.111.1 (including Section 11.1(c)(vii)), any amendment that would have a material adverse effect on the rights or preferences of any then Outstanding class of Member Interests in relation to other classes of Member Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the Class Affected, provided that amending this Agreement to create a new class affectedof Company Securities pursuant to Section 5.5 with relative rights, powers, preferences and duties that are senior or prior to, or pari passu with, the relative rights, powers, preferences or duties of any then Outstanding Member Interests shall not be deemed to cause such a material adverse effect. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 11.1(b) and Section 11.1(c) and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 11.1(c) and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ ' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

Amendment Requirements. (a) 17.3.1. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units 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 requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 17.3.2. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 11.2(c)17.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Company orManaging General Partner, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 17.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ Managing General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.1, the Managing General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)17.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (i) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the Managing General Partner has not made the election contemplated by Section 12.6), and (ii) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BPY under applicable lawLaw; provided, however, that no such opinion shall be required in connection with an election described in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. 17.3.5. This Section 17.3 shall only be amended with the approval of not less than 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ ' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 90% of the Outstanding Xxxxx.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the 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 holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), 13.3(c) or (ii) change Section 10.1(a)enlarge the obligations of, restrict in any way any action by or rights of, or (iii) change reduce in any way the term amounts distributable, reimbursable or otherwise payable to the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.314.3, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members Partners as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable law. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no provision of this Agreement that establishes a percentage of Outstanding outstanding Units 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 requirement unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced, including Section 6.15. (b) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall (ii) enlarge the obligations of the General Partner without its consent, which may be deemed given or withheld in its sole discretion, (iii) modify the amounts distributable, reimbursable or otherwise payable to have occurred as a result of an amendment approved pursuant to the General Partner by the Partnership or the Operating Partnership, (iv) change Section 11.2(c14.1(a) or (c), (iiv) change Section 10.1(a), restrict in any way any action by or rights of the General Partner as set forth in this Agreement without its consent or (iiivi) change the term of the Company Partnership or, except as set forth in Section 10.1(a14.1(c), give any Person the right to dissolve the CompanyPartnership. (c) Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.115.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Interests Units must be approved by the holders of not less than a majority of the Outstanding Interests Units of the class affectedaffected (excluding for purposes of such determination Units owned by the General Partner and its Affiliates). (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 6.3 or 15.1 and except as otherwise provided by Section 12.3(b16.3(b), no amendments shall become effective without the approval of the holders of at least 9095% of the Outstanding Class A Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes and (b) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of the Operating Partnership under applicable law. (e) Notwithstanding the provisions of Sections 15.1 and 15.2, so long as any Senior Preferred Units are outstanding, no amendment to this Agreement may modify Section 6.16 or any other provision of this Agreement that impacts the rights set forth in Section 6.16 without the approval of all of the holders of Senior Preferred Units outstanding at such time (f) This Section 15.3 shall only be amended with the approval of the holders of not less than 95% of the Outstanding Class A Units and a majority of the Class B Units Outstanding.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company orCompany, or (iv) except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.111.1 (including Section 11.1(c)(vii)), any amendment that would have a material adverse effect on the rights or preferences of any then Outstanding class of Member Interests in relation to other classes of Member Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected, provided that amending this Agreement to create a new class or series of Company Securities pursuant to Section 5.5 with relative rights, powers, preferences and duties that are senior or prior to, or pari passu with, the relative rights, powers, preferences or duties of any then Outstanding Member Interests shall not be deemed to cause such a material adverse effect. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 11(b) and Section 11.1(c) and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company orCompany, or (iv) except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.111.1 (including Section 11.1(c)(vii)), any amendment that would have a 68 material adverse effect on the rights or preferences of any then Outstanding class of Member Interests in relation to other classes of Member Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the Class Affected, provided that amending this Agreement to create a new class affectedof Company Securities pursuant to Section 5.5 with relative rights, powers, preferences and duties that are senior or prior to, or pari passu with, the relative rights, powers, preferences or duties of any then Outstanding Member Interests shall not be deemed to cause such a material adverse effect. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 11.1(b) and Section 11.1(c) and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) 17.3.1. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units 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 requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 17.3.2. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 11.2(c)17.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Company orManaging General Partner, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 17.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ Managing General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.1, the Managing General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)17.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (i) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the Managing General Partner has not made the election contemplated by Section 12.6), and (ii) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BBP under applicable lawLaw; provided, however, that no such opinion shall be required in connection with an election described in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. 17.3.5. This Section 17.3 shall only be amended with the approval of not less than 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, or (iv) except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.111.1 (including Section 11.1(c)(vii)), any amendment that would have a material adverse effect on the rights or preferences of any then Outstanding class of Member Interests in relation to other classes of Member Interests must be approved by the holders of not less than a majority of the Outstanding Member Interests of the class affected, provided that amending this Agreement to create a new class or series of Company Securities pursuant to Section 5.5 with relative rights, powers, preferences and duties that are senior or prior to, or pari passu with, the relative rights, powers, preferences or duties of any then Outstanding Member Interests shall not be deemed to cause such a material adverse effect. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 11.1(c) and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Common Units and Class A Units, voting as a single class class, unless the Company obtains an Opinion of Counsel to the effect that such amendment will not adversely affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.112.1, no provision of this Agreement that establishes a percentage of Outstanding Units Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect (by merger, consolidation or otherwise) that would have the effect of (i) in the case of any provision of this Agreement other than Section 5.7(b)(viii) reducing such voting percentage or (ii) in the case of Section 5.7(b)(viii) reducing or increasing such percentage, in each of cases (i) and (ii), unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units Shares whose aggregate Outstanding Units Shares constitute not less than the voting requirement sought to be reducedreduced or increased. (b) Notwithstanding the provisions of Section 11.112.1, no amendment to this Agreement (by merger, consolidation or otherwise) may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c12.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.113.3(b), any amendment (by merger, consolidation or otherwise) that would have a material adverse effect on the rights or preferences of any class of Interests Company Securities (other than the Series A Preferred Share) in relation to other classes of Interests Company Securities must be approved by the holders of not less than a majority of the then Outstanding Interests Company Securities of the class affectedaffected (other than the Series A Preferred Share). For the avoidance of doubt, the foregoing shall not eliminate or modify the requirement to obtain approval of the Series A Shareholder under Section 5.7(b)(iv) with respect to any amendment or modification covered thereby. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b13.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless Voting Shares, if the Company obtains an Opinion Board of Counsel to the effect Directors determines that such amendment will not affect the limited liability of any Member under applicable lawlaw of the state under whose laws the Company is organized (it being understood that the Board of Directors may rely on any Opinion of Counsel in making such determination, but no such Opinion of Counsel shall be required). (e) This Section 12.2 shall only be amended (by merger, consolidation or otherwise) with the approval of the holders of at least 90% of the Outstanding Voting Shares. (f) Notwithstanding the provisions of Section 12.1, no amendment to this Agreement (by merger, consolidation or otherwise) may alter the rights and obligations (including approval rights) of the Class B Directors (including under Section 7.1(c)) without the consent of all of the Class B Directors. (g) Notwithstanding the provisions of Section 12.1, for so long as funds advised, managed or sub-advised by GSO or its Affiliates (“GSO Funds”) collectively hold a Percentage Interest of not less than 10% of the Outstanding Common Shares, no amendment to this Agreement (by merger, consolidation or otherwise) may alter the rights and obligations (including approval rights) of GSO with respect to the GSO Designee (including under Section 7.1) without the consent of GSO.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units 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 affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, (iv) except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 9.1 and 9.3, no provision of this Agreement that establishes a percentage of Outstanding Units Voting 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 affirmative vote of holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 9.1 and 9.3, but subject to the provisions of Section 11.19.2, no amendment to this Agreement may (i) enlarge adversely affect the obligations rights or preferences of any Shares in a manner that is disproportionate to all other outstanding Shares of the same class or series, without the consent of each Member without its consentholding 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 require the consent of any holder that may be adversely affected by any amendment for reasons other than such holder’s ownership of Shares or such holder’s rights or obligations as a result of an amendment approved pursuant to Section 11.2(c)Members hereunder) or, (ii) change Section 10.1(a8.1(a), or (iii) change the term of the Company or, (iv) except as set forth in Section 10.1(a)8.1, give any Person the right to dissolve the Company. (c) Except as provided in Section 12.310.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.19.1, 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 Interests Shares in relation to other classes or series of Interests Shares must be approved by the holders of not less than a majority of the Outstanding Interests Shares of the class affected. or series affected (dprovided, however, nothing in this Section 9.4(c)(i) Notwithstanding any other provision of this Agreement, except for amendments pursuant shall be interpreted to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without require the approval consent of the holders of at least 90% any class or series of Shares that may be adversely affected by any amendment for reasons other than such holders’ ownership of Shares or such holders’ rights or obligations as Members hereunder), and (ii) any amendment of this Agreement affecting the rights of the Outstanding Units voting as a single class unless Class B Shareholder Committee shall require the Company obtains an Opinion Consent of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable lawClass B Shareholder Committee.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.19.1 and Section 9.3, no provision of this Agreement that establishes a percentage of Outstanding Voting Units 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 of Voting Units unless such the amendment is approved by the an affirmative vote of holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting requirement percentage sought to be reduced. (b) Notwithstanding Section 9.1 and Section 9.3, but subject to the provisions of Section 11.19.3, no amendment to this Agreement may (i) enlarge the obligations of any Member without its such Member’s consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii9.3(c) change or Section 10.1(a9.3(d), or (iiiii) change the term of the Company or, except as set forth in Section 10.1(a8.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, 9.3 and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.110.3, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Interests Units in relation to other classes or series of Interests Units must be approved by the holders of not less than a majority of the Outstanding Interests outstanding Units of the class or series affected. The issuance by the Company of securities having rights superior to those of Outstanding Units or of Units having a dilutive effect on Outstanding Units shall not be deemed to have a material adverse effect on the rights or preferences of any class or series of Units. (d) Notwithstanding Section 9.1, a Super Majority Vote shall be required to alter or amend any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law9.4.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 9.1 and 9.3, no provision of this Agreement that establishes a percentage of Outstanding Units Voting 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 affirmative vote of holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 9.1 and 9.3, but subject to the provisions of Section 11.19.2, no amendment to this Agreement may (i) enlarge adversely affect the obligations rights or preferences of any Shares in a manner that is disproportionate to all other outstanding Shares of the same class or series, without the consent of each Member without its consentholding 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 require the consent of any holder that may be adversely affected by any amendment for reasons other than such holder's ownership of Shares or such holder's rights or obligations as a result of an amendment approved pursuant to Section 11.2(c)Members hereunder) or, (ii) change Section 10.1(a8.1(a), or (iii) change the term of the Company or, (iv) except as set forth in Section 10.1(a)8.1, give any Person the right to dissolve the Company. (c) Except as provided in Section 12.310.3, and without limitation of the Board of Directors’ ' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.19.1, 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 Interests Shares in relation to other classes or series of Interests Shares must be approved by the holders of not less than a majority of the Outstanding Interests Shares of the class affected. or series affected (dprovided, however, nothing in this Section 9.4(c)(i) Notwithstanding any other provision of this Agreement, except for amendments pursuant shall be interpreted to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without require the approval consent of the holders of at least 90% any class or series of Shares that may be adversely affected by any amendment for reasons other than such holders' ownership of Shares or such holders' rights or obligations as Members hereunder), and (ii) any amendment of this Agreement affecting the rights of the Outstanding Units voting as a single class unless Class B Shareholder Committee shall require the Company obtains an Opinion Consent of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable lawClass B Shareholder Committee.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 and 13.3 (other than Section 11.113.3(d)(4)), no provision of this Agreement that establishes a percentage of Outstanding Units Voting 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 affirmative vote of holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.3 (other than Section 11.113.3(d)(4)), but subject to the provisions of Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred occur as a result of an amendment approved pursuant to Section 11.2(c13.4(c), (ii) change Section 10.1(a12.1(a), or (iii) change the term of the Company or, (iv) except as set forth in Section 10.1(a12.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.314.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.113.1, notwithstanding the provisions of Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Interests Shares in relation to other classes or series of Interests Shares must be approved by the holders of not less than a majority of the Outstanding Interests Shares of the class or series affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.110.1, Section 10.2 and Section 11.5, no provision of this Agreement that establishes requires the vote or consent of Members holding, or holders of, a percentage of Outstanding Units the Voting Power of the Company (including the Voting Power in respect of Voting Shares deemed owned by the 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 Members or holders of Outstanding Units Voting Power of the Company whose aggregate Outstanding Units constitute Voting Power constitutes not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.110.1 and Section 10.2, no amendment to this Agreement may may: (i) enlarge the obligations of any 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 11.2(c10.3(c), ; or (ii) change Section 10.1(a)enlarge the obligations of, restrict in any way any action by or rights of, or (iii) change reduce in any way the term amounts distributable, reimbursable or otherwise payable to the Manager or any of its Affiliates without the Company orManager’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.310.1, Section 11.3, Article XIII and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1Article XIV, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Shares in relation to other classes of Interests Shares must be approved by the holders of not less than a majority of the Outstanding Interests Shares of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant Except as provided in Section 10.1 and subject to Section 11.1 and except as otherwise provided by Section 12.3(b12.7(c), no amendments this Section 10.3 shall become effective without only be amended with the approval of the holders Members holding of at least 90% of the Outstanding Units voting as a single class unless Voting Power of the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable lawCompany.