Common use of Amendment Requirements Clause in Contracts

Amendment Requirements. (a) Notwithstanding the provisions of Sections 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that establishes a percentage of Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting requirement unless such amendment is approved by the written consent or the affirmative vote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 Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(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 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. (c) Except as otherwise provided, and without limitation of the General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 15.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units in relation to other classes of Units must be approved by the holders of not less than a majority of the Outstanding Units of the class affected (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 6.3 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 Outstanding Units unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner 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 Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 14.1(a) or (c10.1(a), or (iviii) change the term of the Partnership Company or, except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Interests in relation to other classes of Units Interests must be approved by the holders of not less than a majority of the Outstanding Units Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 11.1 and except as otherwise provided by Section 16.3(b12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member under applicable law. (e) This Except as provided in Section 15.3 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 9075% of the Outstanding UnitsUnits voting together as a single class.

Amendment Requirements. (a) 17.3.1. Notwithstanding the provisions of Sections 15.1 17.1 and 15.217.2, 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 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 Sections 15.1 17.1 and 15.217.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 15.3(c)17.3.3, or (ii) enlarge the obligations ofobligations, restrict in any way any action by or rights of, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to, by the Partnership to the Managing General Partner or any of its Affiliates without its consentthe consent of the Managing General Partner, 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. (c) 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 15.117.1, 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 Units Partnership Interests in relation to other classes of Units Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Units Partnership Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 and except as otherwise provided by Section 16.3(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 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 the other Group Members 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. (e) 17.3.5. This Section 15.3 17.3 shall only be amended with the approval of the holders of at least not less than 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 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 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 Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(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 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. (c) Except as otherwise provided, and without limitation of the General Partner’s 's authority to adopt amendments to this Agreement as contemplated in Section 15.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units in relation to other classes of Units must be approved by the holders of not less than a majority of the Outstanding Units of the class affected (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 6.3 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 Outstanding Units unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner 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) 17.3.1. Notwithstanding the provisions of Sections 15.1 17.1 and 15.217.2, 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 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 Sections 15.1 17.1 and 15.217.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 15.3(c)17.3.3, or (ii) enlarge the obligations ofobligations, restrict in any way any action by or rights of, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to, by the Partnership to the Managing General Partner or any of its Affiliates without its consentthe consent of the Managing General Partner, 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. (c) 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 15.117.1, 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 Units Partnership Interests in relation to other classes of Units Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Units Partnership Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 and except as otherwise provided by Section 16.3(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 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 the other Group Members 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. (e) 17.3.5. This Section 15.3 17.3 shall only be amended with the approval of the holders of at least not less than 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 14.1(a) or (c10.1(a), or (iviii) change the term of the Partnership Company or, except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Interests in relation to other classes of Units Interests must be approved by the holders of not less than a majority of the Outstanding Units Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 11.1(c) and except as otherwise provided by Section 16.3(b12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member 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 Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 discretionchange Section 10.1(a), (iii) change Section 14.1(a) or (c), or (iv) change the term of the Partnership orCompany, or (iv) except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1 (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 Outstanding Units Member Interests in relation to other classes of Units Member Interests must be approved by the holders of not less than a majority of the Outstanding Units Interests of the class affected (excludingaffected, during 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 Subordination Periodrelative rights, Common Units owned by the General Partner and its Affiliates)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 6.3 or 15.1 11(b) and Section 11.1(c) and except as otherwise provided by Section 16.3(b12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member 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 Sections 15.1 Section 10.1, Section 10.2 and 15.2Section 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 requirement 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 Sections 15.1 Section 10.1 and 15.2Section 10.2, no amendment to this Agreement may may: (i) enlarge the obligations of any Limited Partner a Member without his, her or its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c10.3(c), ; or (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, to the General Partner Manager or any of its Affiliates without its the Manager’s consent, which consent 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. (c) Except as otherwise provided, and without limitation of the General Partner’s authority to adopt amendments to this Agreement as contemplated provided in Section 15.110.1, Section 11.3, Article XIII and Article XIV, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Shares in relation to other classes of Units Shares must be approved by the holders of not less than a majority of the Outstanding Units Shares of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant Except as provided in Section 10.1 and subject to Section 6.3 or 15.1 and except as otherwise provided by Section 16.3(b12.7(c), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members under applicable law. (e) This this Section 15.3 10.3 shall only be amended with the approval of the holders Members holding of at least 90% of the Outstanding UnitsVoting Power of the Company.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 discretionchange Section 10.1(a), (iii) change Section 14.1(a) or (c), or (iv) change the term of the Partnership or, Company or (iv) except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1 (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 Outstanding Units Member Interests in relation to other classes of Units Member Interests must be approved by the holders of not less than a majority of the Outstanding Units Member Interests of the class affected (excludingaffected, during 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 Subordination Periodrelative rights, Common Units owned by the General Partner and its Affiliates)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 6.3 or 15.1 11.1(c) and except as otherwise provided by Section 16.3(b12.3(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, unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not adversely affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member 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) 17.3.1. Notwithstanding the provisions of Sections 15.1 17.1 and 15.217.2, 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 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 Sections 15.1 17.1 and 15.217.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 15.3(c)17.3.3, or (ii) enlarge the obligations ofobligations, restrict in any way any action by or rights of, of or reduce in any way the amounts distributable, reimbursable or otherwise payable to, by the Partnership to the Managing General Partner or any of its Affiliates without its consentthe consent of the Managing General Partner, 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. (c) 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 15.117.1, 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 Units Partnership Interests in relation to other classes of Units Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Units Partnership Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 and except as otherwise provided by Section 16.3(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 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 the other Group Members 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. (e) 17.3.5. This Section 15.3 17.3 shall only be amended with the approval of the holders of at least not less than 90% of the Outstanding Units.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 15.1 9.1 and 15.29.3, 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 requirement percentage unless such amendment is approved by the written consent or 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 15.1 9.1 and 15.29.3, but subject to the provisions of Section 9.2, no amendment to this Agreement may (i) enlarge adversely affect the obligations rights or preferences of any Limited Partner Shares in a manner that is disproportionate to all other outstanding Shares of the same class or series, without its consentthe consent of each Member holding any such disproportionately affected Share or Shares (provided, unless such however, nothing in this Section 9.4(b)(i) shall be deemed interpreted to have occurred 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 15.3(c)Members hereunder) or, (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner without its consent, which may be given or withheld in its sole discretionchange Section 8.1(a), (iii) change Section 14.1(a) or (c), or (iv) change the term of the Partnership Company or, (iv) except as set forth in Section 14.1(c)8.1, give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 10.3, and without limitation of the General Partner’s Board of Directors' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.19.1, 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 Outstanding Units Shares in relation to other classes or series of Units Shares must be approved by the holders of not less than a majority of the Outstanding Units Shares of the class or series affected (excludingprovided, during however, nothing in this Section 9.4(c)(i) shall be interpreted to require 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 6.3 or 15.1 and except as otherwise provided by Section 16.3(b), no amendments shall become effective without 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 unless Class B Shareholder Committee shall require the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner Consent of the other Group Members under applicable lawClass B Shareholder Committee. (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 Sections 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 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 Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(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, of the General Partner without its consent, 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 (ivvi) 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. (c) Except as otherwise provided, and without limitation of the General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 15.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units in relation to other classes of Units must be approved by the holders of not less than a majority of the Outstanding Units of the class affected (excluding, during the Subordination Period, Common 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 6.3 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 Outstanding Class A Units unless the 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 Limited Partner or any limited partner of the other Group Members 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 at least 90not less than 95% of the Outstanding UnitsClass A Units and a majority of the Class B Units Outstanding.

Amendment Requirements. (a) Notwithstanding the provisions of Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 discretionchange Section 10.1(a), (iii) change Section 14.1(a) or (c), or (iv) change the term of the Partnership orCompany, or (iv) except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1 (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 Outstanding Units Member Interests in relation to other classes of Units Member Interests must be approved by the holders of not less than a majority of the Outstanding Units Interests of the Class Affected, provided that amending this Agreement to create a new class affected (excludingof Company Securities pursuant to Section 5.5 with relative rights, during powers, preferences and duties that are senior or prior to, or pari passu with, the Subordination Periodrelative rights, Common Units owned by the General Partner and its Affiliates)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 6.3 or 15.1 11.1(b) and Section 11.1(c) and except as otherwise provided by Section 16.3(b12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member 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 Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 14.1(a) or (c10.1(a), or (iviii) change the term of the Partnership Company or, except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Interests in relation to other classes of Units Interests must be approved by the holders of not less than a majority of the Outstanding Units Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 11.1 and except as otherwise provided by Section 16.3(b12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member under applicable law. (e) This Except as provided in Section 15.3 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) Notwithstanding the provisions of Sections 15.1 9.1 and 15.29.3, 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 requirement percentage unless such amendment is approved by the written consent or 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 15.1 9.1 and 15.29.3, but subject to the provisions of Section 9.2, no amendment to this Agreement may (i) enlarge adversely affect the obligations rights or preferences of any Limited Partner Shares in a manner that is disproportionate to all other outstanding Shares of the same class or series, without its consentthe consent of each Member holding any such disproportionately affected Share or Shares (provided, unless such however, nothing in this Section 9.4(b)(i) shall be deemed interpreted to have occurred 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 15.3(c)Members hereunder) or, (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner without its consent, which may be given or withheld in its sole discretionchange Section 8.1(a), (iii) change Section 14.1(a) or (c), or (iv) change the term of the Partnership Company or, (iv) except as set forth in Section 14.1(c)8.1, give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 10.3, and without limitation of the General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.19.1, 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 Outstanding Units Shares in relation to other classes or series of Units Shares must be approved by the holders of not less than a majority of the Outstanding Units Shares of the class or series affected (excludingprovided, during however, nothing in this Section 9.4(c)(i) shall be interpreted to require 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 6.3 or 15.1 and except as otherwise provided by Section 16.3(b), no amendments shall become effective without 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 unless Class B Shareholder Committee shall require the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner Consent of the other Group Members under applicable lawClass B Shareholder Committee. (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 Sections 15.1 13.1 and 15.213.2, 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 requirement 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 Sections 15.1 13.1 and 15.213.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c), 13.3(c) or (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, to the General Partner or any of its Affiliates without its consent, which consent may be given or withheld in at 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 Partnershipoption. (c) Except as otherwise providedprovided in Section 14.3, and without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners as contemplated in Section 15.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Partnership Interests in relation to other classes of Units Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Units Partnership Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 13.1 and except as otherwise provided by Section 16.3(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 Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members under applicable law. (e) This Except as provided in Section 15.3 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 Sections 15.1 and 15.2Section 12.1, 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 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 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 Sections 15.1 and 15.2Section 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, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c12.2(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 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. (c) Except as otherwise provided, and without limitation of the General Partner’s authority to adopt amendments to this Agreement as contemplated provided in Section 15.113.3(b), any amendment (by merger, consolidation or otherwise) that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Company Securities (other than the Series A Preferred Share) in relation to other classes of Units Company Securities must be approved by the holders of not less than a majority of the then Outstanding Units Company Securities of the class affected (excludingother than the Series A Preferred Share). For the avoidance of doubt, during the Subordination Period, Common Units owned by foregoing shall not eliminate or modify the General Partner and its Affiliates)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 6.3 or 15.1 and except as otherwise provided by Section 16.3(b13.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units unless Voting Shares, if the Partnership obtains an Opinion Board of Counsel to the effect Directors determines that such amendment will not affect the limited liability of any Limited Partner or any limited partner Member under applicable law of the other Group Members state under applicable lawwhose 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 15.3 12.2 shall only be amended (by merger, consolidation or otherwise) with the approval of 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. (a) Notwithstanding the provisions of Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 discretionchange Section 10.1 (a), (iii) change Section 14.1(a) or (c), or (iv) change the term of the Partnership orCompany, or (iv) except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1 (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 Outstanding Units Member Interests in relation to other classes of Units Member Interests must be approved by the holders of not less than a majority of the Outstanding Units Interests of the Class Affected, provided that amending this Agreement to create a new class affected (excludingof Company Securities pursuant to Section 5.5 with relative rights, during powers, preferences and duties that are senior or prior to, or pari passu with, the Subordination Periodrelative rights, Common Units owned by the General Partner and its Affiliates)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 6.3 or 15.1 11.1(b) and Section 11.1(c) and except as otherwise provided by Section 16.3(b12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member 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 Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 14.1(a) or (c10.1(a), or (iviii) change the term of the Partnership Company or, except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Interests in relation to other classes of Units Interests must be approved by the holders of not less than a majority of the Outstanding Units Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 11.1 and except as otherwise provided by Section 16.3(b12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member under applicable law. (e) This Except as provided in Section 15.3 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) Notwithstanding the provisions of Sections 15.1 and 15.2Section 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 requirement 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 Sections 15.1 and 15.2Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 15.3(c11.2(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 discretionchange Section 10.1(a), (iii) change Section 14.1(a) or (c), or (iv) change the term of the Partnership Company or, (iv) except as set forth in Section 14.1(c10.1(a), give any Person the right to dissolve the PartnershipCompany. (c) Except as otherwise providedprovided in Section 12.3, and without limitation of the General Partner’s Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 15.111.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Units Interests in relation to other classes of Units Interests must be approved by the holders of not less than a majority of the Outstanding Units Interests of the class affected (excluding, during the Subordination Period, Common Units owned by the General Partner and its Affiliates)affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 6.3 or 15.1 11.1 and except as otherwise provided by Section 16.3(b12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner or any limited partner of the other Group Members Member 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.