Common use of Amendment Requirements Clause in Contracts

Amendment Requirements. 17.3.1. Notwithstanding the provisions of Sections 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percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting requirement unless such amendment is approved by the written consent or the affirmative vote of the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. Notwithstanding the provisions of Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent except if the same occurs as a result of any amendment approved pursuant to Section 17.3.3, or (ii) enlarge the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretion. 17.3.3. Except as otherwise provided, and without limitation of the 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 holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.1, no amendments shall become effective without the approval of at least 90% of the voting power of the Outstanding Units unless the 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 Limited Partner or any limited partner of BBP under applicable Law; 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), (ii) change Section 10.1(a), (iii) change the term of the Company, or (iiiv) enlarge except as set forth in Section 10.1(a), give any Person the obligations, restrict in any way any action by or rights of or reduce in any way right to dissolve the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretionCompany. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Managers’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1 (including Section 11.1(c)(vii)), the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any then Outstanding class of Outstanding Partnership Member Interests in relation to other classes of Partnership Member Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership 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. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1(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 power of the Outstanding Units as a single class, unless the Partnership Company 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 adversely affect the limited liability of any Limited Partner or any limited partner of BBP Member under applicable Law; 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 electionlaw. 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 15.1 and 17.215.2, 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 requirement unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 15.1 and 17.215.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.315.3(c), or (ii) enlarge the obligationsobligations of, restrict in any way any action by or rights of of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by to, the Partnership to the Managing General Partner or any of without its Affiliates without the consent of the Managing General Partnerconsent, which may be given or withheld in its sole discretion, (iii) change Section 14.1(a) or (c), or (iv) change the term of the Partnership or, except as set forth in Section 14.1(c), give any Person the right to dissolve the Partnership. 17.3.3. (c) Except as otherwise provided, and without limitation of the Managing General Partner’s 's authority to adopt amendments to this Agreement as contemplated in Section 17.115.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests Units in relation to other classes of Partnership Interests Units must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests Units of the class affectedaffected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates). 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.16.3 or 15.1 and except as otherwise provided by Section 16.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units unless the 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 Limited Partner or any limited partner of BBP the other Group Members under applicable Law; 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 electionlaw. 17.3.5. (e) This Section 17.3 15.3 shall only be amended with the approval of not less than the holders of at least 90% of the Outstanding Units.

Amendment Requirements. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), (ii) change Section 10.1(a), or (iiiii) enlarge change the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent term of the Managing General PartnerCompany or, which may be given or withheld except as set forth in its sole discretionSection 10.1(a), give any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1 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 voting power of the Outstanding Units voting as a single class unless the Partnership Company 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 Limited Partner or any limited partner of BBP Member under applicable Law; provided, however, that no such opinion shall be required in connection with an election described law. (e) Except as provided in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. 17.3.5. This 11.1, this Section 17.3 11.2 shall only be amended with the approval of not less than 90the holders of at least 75% of the Outstanding UnitsUnits voting together as a single class.

Amendment Requirements. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 12.1, no provision of this Agreement that establishes a percentage of the voting power of the 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 requirement 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 the voting power holders of Outstanding Units Shares whose aggregate Outstanding Units Shares constitute voting power not less than the voting requirement sought to be reducedreduced or increased. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 12.1, no amendment to this Agreement (by merger, consolidation or otherwise) may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.3, or (ii) enlarge the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretion12.2(c). 17.3.3. (c) Except as otherwise provided, and without limitation of the Managing General Partner’s authority to adopt amendments to this Agreement as contemplated provided in Section 17.113.3(b), the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment (by merger, consolidation or otherwise) that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests Company Securities (other than the Series A Preferred Share) in relation to other classes of Partnership Interests Company Securities must be consented to or approved by the holders of at least not less than a majority of the then Outstanding Partnership 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. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to as otherwise provided by Section 17.113.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the voting power Outstanding Voting Shares, if the Board of the Outstanding Units unless the Partnership obtains an Opinion of Counsel to the effect Directors determines 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 Limited Partner or any limited partner of BBP Member under applicable Law; providedlaw 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, however, that but no such opinion Opinion of Counsel 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 electionrequired). 17.3.5. (e) This Section 17.3 12.2 shall only be amended (by merger, consolidation or otherwise) with the approval of not less than the holders of at least 90% of the Outstanding UnitsVoting 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. 17.3.1. Notwithstanding the provisions of Sections 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 requirement unless such amendment is approved by the written consent or the affirmative vote of the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. Notwithstanding the provisions of Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent except if the same occurs as a result of any amendment approved pursuant to Section 17.3.3, or (ii) enlarge the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretion. 17.3.3. Except as otherwise provided, and without limitation of the 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 holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.1, no amendments shall become effective without the approval of at least 90% of the voting power of the Outstanding Units unless the 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 Limited Partner or any limited partner of BBP BPY under applicable Law; 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 15.1 and 17.215.2, no provision of this Agreement that establishes a percentage of the voting power of the 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 requirement unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced, including Section 6.15. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 15.1 and 17.215.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent except if the same occurs as a result of any amendment approved pursuant to Section 17.3.3consent, or (ii) enlarge the obligations, restrict in any way any action by or rights obligations of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of without its Affiliates without the consent of the Managing General Partnerconsent, which may be given or withheld in its sole discretion, (iii) modify the amounts distributable, reimbursable or otherwise payable to the General Partner by the Partnership or the Operating Partnership, (iv) change Section 14.1(a) or (c), (v) restrict in any way any action by or rights of the General Partner as set forth in this Agreement without its consent or (vi) change the term of the Partnership or, except as set forth in Section 14.1(c), give any Person the right to dissolve the Partnership. 17.3.3. (c) Except as otherwise provided, and without limitation of the Managing General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.115.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests Units in relation to other classes of Partnership Interests Units must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests Units of the class affectedaffected (excluding for purposes of such determination Units owned by the General Partner and its Affiliates). 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.16.3 or 15.1 and except as otherwise provided by Section 16.3(b), no amendments shall become effective without the approval of the holders of at least 9095% of the voting power of the Outstanding Class A Units unless the Partnership obtains an Opinion of Counsel to the effect that (ia) 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 (provided that for U.S. tax purposes the Managing General Partner has not made the election contemplated by Section 12.6), and (iib) such amendment will not affect the limited liability of any Limited Partner or any limited partner of BBP the Operating Partnership under applicable Law; providedlaw. (e) Notwithstanding the provisions of Sections 15.1 and 15.2, howeverso 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 no such opinion shall be required in connection with an election described impacts the rights set forth in Section 12.6 made by 6.16 without the Managing General Partner or in connection with a transfer following approval of all of the holders of Senior Preferred Units outstanding at such election.time 17.3.5. (f) This Section 17.3 15.3 shall only be amended with the approval of the holders of not less than 9095% of the Outstanding UnitsClass A Units and a majority of the Class B Units Outstanding.

Amendment Requirements. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), (ii) change Section 10.1(a), or (iiiii) enlarge change the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent term of the Managing General PartnerCompany or, which may be given or withheld except as set forth in its sole discretionSection 10.1(a), give any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1 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 voting power of the Outstanding Units voting as a single class unless the Partnership Company 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 Limited Partner or any limited partner of BBP Member under applicable Law; provided, however, that no such opinion shall be required in connection with an election described law. (e) Except as provided in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. 17.3.5. This 11.1, this Section 17.3 11.2 shall only be amended with the approval of not less than the holders of at least 90% of the Outstanding Units.

Amendment Requirements. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), or (ii) enlarge change Section 10.1(a), (iii) change the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent term of the Managing General PartnerCompany or, which may be given or withheld (iv) except as set forth in its sole discretionSection 10.1(a), give any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1 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 voting power of the Outstanding Units voting as a single class unless the Partnership Company 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 Limited Partner or any limited partner of BBP Member under applicable Law; 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 electionlaw. 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 9.1 and 17.29.3, no provision of this Agreement that establishes a percentage of the voting power of the 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 9.1 and 17.29.3, 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 without its consent except if Shares in a manner that is disproportionate to all other outstanding Shares of the same occurs as a result of any amendment approved pursuant to Section 17.3.3class or series, or (ii) enlarge the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of each Member holding any such disproportionately affected Share or Shares (provided, however, nothing in this Section 9.4(b)(i) shall be interpreted to require the Managing General Partner, which consent of any holder that may be given adversely affected by any amendment for reasons other than such holder’s ownership of Shares or withheld such holder’s rights or obligations as Members hereunder) or, (ii) change Section 8.1(a), (iii) change the term of the Company or, (iv) except as set forth in its sole discretionSection 8.1, give any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 10.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.19.1, notwithstanding the Managing General Partner may amend the Agreement without the approval provisions of holders of Outstanding UnitsSection 9.1, except that (i) any amendment that would have a material adverse effect on the rights or preferences of any class or series of Outstanding Partnership Interests Shares in relation to other classes or series of Partnership Interests Shares must be consented to or approved by the holders of at least a majority of the Outstanding Partnership Interests Shares of the class affected. 17.3.4. Notwithstanding any other provision of or series affected (provided, however, nothing in this Agreement, except for amendments pursuant Section 9.4(c)(i) shall be interpreted to Section 17.1, no amendments shall become effective without require the approval of at least 90% consent of the voting power holders of the Outstanding Units unless the Partnership obtains an Opinion any class or series of Counsel to the effect Shares that (i) may be adversely affected by any amendment for reasons other than such amendment will not cause the Partnership to be treated holders’ ownership of Shares or such holders’ rights or obligations 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 12.6Members hereunder), and (ii) such any amendment will not affect of this Agreement affecting the limited liability of any Limited Partner or any limited partner of BBP under applicable Law; 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% rights of the Outstanding UnitsClass B Shareholder Committee shall require the Consent of the Class B Shareholder Committee.

Amendment Requirements. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 Section 9.1 and 17.2Section 9.3, no provision of this Agreement that establishes a percentage of the voting power of the 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 requirement percentage of Voting Units unless such the amendment is approved by the written consent or the an affirmative vote of the voting power holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute voting power not less than the voting requirement percentage sought to be reduced. 17.3.2. (b) Notwithstanding Section 9.1 and Section 9.3, but subject to the provisions of Sections 17.1 and 17.2Section 9.3, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs such Member’s consent, unless deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.39.3(c) or Section 9.3(d), or (ii) enlarge except as set forth in Section 8.1(a), give any Person the obligations, restrict in any way any action by or rights of or reduce in any way right to dissolve the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretionCompany. 17.3.3. (c) Except as otherwise provided, and without limitation of the Managing General Partner’s authority to adopt amendments to this Agreement as contemplated provided in Section 17.19.3 and Section 10.3, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class or series of Outstanding Partnership Interests Units in relation to other classes or series of Partnership Interests Units must be consented to or approved by the holders of at least a majority of the Outstanding Partnership 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. 17.3.4. (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 17.1, no amendments shall become effective without the approval of at least 90% of the voting power of the Outstanding Units unless the 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 Limited Partner or any limited partner of BBP under applicable Law; 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 election9.4. 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), (ii) change Section 10.1(a), (iii) change the term of the Company, or (iiiv) enlarge except as set forth in Section 10.1(a), give any Person the obligations, restrict in any way any action by or rights of or reduce in any way right to dissolve the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretionCompany. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1 (including Section 11.1(c)(vii)), the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a 68 material adverse effect on the rights or preferences of any then Outstanding class of Outstanding Partnership Member Interests in relation to other classes of Partnership Member Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership 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. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1(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 voting power of the Outstanding Units voting as a single class unless the Partnership Company 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 Limited Partner or any limited partner of BBP Member under applicable Law; 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 electionlaw. 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), (ii) change Section 10.1 (a), (iii) change the term of the Company, or (iiiv) enlarge except as set forth in Section 10.1(a), give any Person the obligations, restrict in any way any action by or rights of or reduce in any way right to dissolve the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretionCompany. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1 (including Section 11.1(c)(vii)), the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any then Outstanding class of Outstanding Partnership Member Interests in relation to other classes of Partnership Member Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership 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. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1(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 voting power of the Outstanding Units voting as a single class unless the Partnership Company 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 Limited Partner or any limited partner of BBP Member under applicable Law; 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 electionlaw. 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), (ii) change Section 10.1(a), (iii) change the term of the Company, or (iiiv) enlarge except as set forth in Section 10.1(a), give any Person the obligations, restrict in any way any action by or rights of or reduce in any way right to dissolve the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretionCompany. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1 (including Section 11.1(c)(vii)), the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any then Outstanding class of Outstanding Partnership Member Interests in relation to other classes of Partnership Member Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership 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. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111(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 voting power of the Outstanding Units voting as a single class unless the Partnership Company 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 Limited Partner or any limited partner of BBP Member under applicable Law; 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 electionlaw. 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 13.1 and 17.213.2, no provision of this Agreement that establishes a percentage of the voting power of the 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 13.1 and 17.213.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.3, 13.3(c) or (ii) enlarge the obligationsobligations of, restrict in any way any action by or rights of of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partnerits consent, which consent may be given or withheld in at its sole discretionoption. 17.3.3. (c) Except as otherwise providedprovided in Section 14.3, and without limitation of the Managing General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners as contemplated in Section 17.113.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.113.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units voting as a single class unless the 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 Limited Partner or any limited partner of BBP under applicable Law; provided, however, that no such opinion shall be required in connection with an election described law. (e) Except as provided in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. 17.3.5. This 13.1, this Section 17.3 13.3 shall only be amended with the approval of not less than the holders of at least 90% of the Outstanding Units.

Amendment Requirements. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), or (ii) enlarge change Section 10.1(a), (iii) change the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent term of the Managing General PartnerCompany or (iv) except as set forth in Section 10.1(a), which may be given or withheld in its sole discretiongive any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1 (including Section 11.1(c)(vii)), the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any then Outstanding class of Outstanding Partnership Member Interests in relation to other classes of Partnership Member Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership 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. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1(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 power of the Outstanding Units as a single class, unless the Partnership Company 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 adversely affect the limited liability of any Limited Partner or any limited partner of BBP Member under applicable Law; 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 electionlaw. 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), (ii) change Section 10.1(a), or (iiiii) enlarge change the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent term of the Managing General PartnerCompany or, which may be given or withheld except as set forth in its sole discretionSection 10.1(a), give any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1 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 voting power of the Outstanding Units voting as a single class unless the Partnership Company 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 Limited Partner or any limited partner of BBP Member under applicable Law; provided, however, that no such opinion shall be required in connection with an election described law. (e) Except as provided in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. 17.3.5. This 11.1, this Section 17.3 11.2 shall only be amended with the approval of not less than the holders of at least 90% of the Outstanding Units▇▇▇▇▇.

Amendment Requirements. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 Section 10.1, Section 10.2 and 17.2Section 11.5, no provision of this Agreement that establishes requires the vote or consent of Members holding, or holders of, a percentage of the voting power Voting Power of the Outstanding Units 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of Members or holders of Voting Power of the voting power of Outstanding Units Company whose aggregate Outstanding Units constitute voting power Voting Power constitutes not less than the voting or consent requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 Section 10.1 and 17.2Section 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 except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.3, 10.3(c); or (ii) enlarge the obligationsobligations of, restrict in any way any action by or rights of of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner Manager or any of its Affiliates without the consent of the Managing General PartnerManager’s consent, which consent may be given or withheld in its sole discretion. 17.3.3. (c) Except as otherwise provided, and without limitation of the Managing General Partner’s authority to adopt amendments to this Agreement as contemplated provided in Section 17.110.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding UnitsSection 11.3, except that Article XIII and Article XIV, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests Shares in relation to other classes of Partnership Interests Shares must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests Shares of the class affected. 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant (d) Except as provided in Section 10.1 and subject to Section 17.1, no amendments shall become effective without the approval of at least 90% of the voting power of the Outstanding Units unless the 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 12.612.7(c), and (ii) such amendment will not affect the limited liability of any Limited Partner or any limited partner of BBP under applicable Law; provided, however, that no such opinion shall be required in connection with an election described in this 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 10.3 shall only be amended with the approval of not less than the Members holding of at least 90% of the Outstanding UnitsVoting Power of the Company.

Amendment Requirements. 17.3.1. Notwithstanding the provisions of Sections 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 requirement unless such amendment is approved by the written consent or the affirmative vote of the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. Notwithstanding the provisions of Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent except if the same occurs as a result of any amendment approved pursuant to Section 17.3.3, or (ii) enlarge the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Managing General Partner, which may be given or withheld in its sole discretion. 17.3.3. Except as otherwise provided, and without limitation of the 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 holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.1, no amendments shall become effective without the approval of at least 90% of the voting power of the Outstanding Units unless the 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 Limited Partner or any limited partner of BBP under applicable Law; 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 and 17.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall be deemed to have occurred as a result of any an amendment approved pursuant to Section 17.3.311.2(c), (ii) change Section 10.1(a), or (iiiii) enlarge change the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent term of the Managing General PartnerCompany or, which may be given or withheld except as set forth in its sole discretionSection 10.1(a), give any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.111.1, the Managing General Partner may amend the Agreement without the approval of holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of at least not less than a majority of the Outstanding Partnership Interests of the class affected. 17.3.4. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.111.1(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 voting power of the Outstanding Units voting as a single class unless the Partnership Company 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 Limited Partner or any limited partner of BBP Member under applicable Law; 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 electionlaw. 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. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 9.1 and 17.29.3, no provision of this Agreement that establishes a percentage of the voting power of the 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 9.1 and 17.29.3, 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 without its consent except if Shares in a manner that is disproportionate to all other outstanding Shares of the same occurs as a result of any amendment approved pursuant to Section 17.3.3class or series, or (ii) enlarge the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of each Member holding any such disproportionately affected Share or Shares (provided, however, nothing in this Section 9.4(b)(i) shall be interpreted to require the Managing General Partner, which consent of any holder that may be given adversely affected by any amendment for reasons other than such holder's ownership of Shares or withheld such holder's rights or obligations as Members hereunder) or, (ii) change Section 8.1(a), (iii) change the term of the Company or, (iv) except as set forth in its sole discretionSection 8.1, give any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 10.3, and without limitation of the Managing General Partner’s Board of Directors' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.19.1, notwithstanding the Managing General Partner may amend the Agreement without the approval provisions of holders of Outstanding UnitsSection 9.1, except that (i) any amendment that would have a material adverse effect on the rights or preferences of any class or series of Outstanding Partnership Interests Shares in relation to other classes or series of Partnership Interests Shares must be consented to or approved by the holders of at least a majority of the Outstanding Partnership Interests Shares of the class affected. 17.3.4. Notwithstanding any other provision of or series affected (provided, however, nothing in this Agreement, except for amendments pursuant Section 9.4(c)(i) shall be interpreted to Section 17.1, no amendments shall become effective without require the approval of at least 90% consent of the voting power holders of the Outstanding Units unless the Partnership obtains an Opinion any class or series of Counsel to the effect Shares that (i) may be adversely affected by any amendment for reasons other than such amendment will not cause the Partnership to be treated holders' ownership of Shares or such holders' rights or obligations 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 12.6Members hereunder), and (ii) such any amendment will not affect of this Agreement affecting the limited liability of any Limited Partner or any limited partner of BBP under applicable Law; 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% rights of the Outstanding UnitsClass B Shareholder Committee shall require the Consent of the Class B Shareholder Committee.

Amendment Requirements. 17.3.1. (a) Notwithstanding the provisions of Sections 17.1 13.1 and 17.213.3 (other than Section 13.3(d)(4)), no provision of this Agreement that establishes a percentage of the voting power of the 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 requirement percentage unless such amendment is approved by the written consent or the affirmative vote of the voting power holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute voting power not less than the voting requirement sought to be reduced. 17.3.2. (b) Notwithstanding the provisions of Sections 17.1 13.1 and 17.213.3 (other than Section 13.3(d)(4)), but subject to the provisions of Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent except if the same occurs consent, unless such shall occur as a result of any an amendment approved pursuant to Section 17.3.313.4(c), or (ii) enlarge change Section 12.1(a), (iii) change the obligations, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent term of the Managing General PartnerCompany or, which may be given or withheld (iv) except as set forth in its sole discretionSection 12.1(a), give any Person the right to dissolve the Company. 17.3.3. (c) Except as otherwise providedprovided in Section 14.3, and without limitation of the Managing General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 17.113.1, notwithstanding the Managing General Partner may amend the Agreement without the approval provisions of holders of Outstanding UnitsSection 13.1, except that any amendment that would have a material adverse effect on the rights or preferences of any class or series of Outstanding Partnership Interests Shares in relation to other classes or series of Partnership Interests Shares must be consented to or approved by the holders of at least a majority of the Outstanding Partnership Interests Shares of the class or series affected. 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.1, no amendments shall become effective without the approval of at least 90% of the voting power of the Outstanding Units unless the 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 Limited Partner or any limited partner of BBP under applicable Law; 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.