Common use of Restrictions on Managing General Partner’s Authority Clause in Contracts

Restrictions on Managing General Partner’s Authority. Except as provided in Article 16, the Managing General Partner may not cause the Partnership to sell, exchange or otherwise dispose of all or substantially all of the BBP Group’s assets or the Assets, taken as a whole, in a single transaction or a series of related transactions without the prior approval of the holders of a majority of the voting power of Outstanding Units; provided however that this provision shall not preclude or limit the Managing General Partner’s ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the BBP Group or the Assets (including for the benefit of Persons who are not members of the BBP Group and Affiliates of the Managing General Partner) and shall not apply to any forced sale of any or all of the assets of the BBP Group or the Assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. The Managing General Partner shall not, on behalf of the Partnership, except as permitted under Section 13.6, Section 15.1.1 and Section 15.1.4, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on Managing General Partner’s Authority. Except as provided in Article 1617 and Article 19, the Managing General Partner may not cause the Partnership to sell, exchange or otherwise dispose of all or substantially all of the BBP BIP Group’s assets or the Assets, taken as a whole, in a single transaction or a series of related transactions without the prior approval of the holders of a majority of the voting power of Outstanding Equity Units; provided however that this provision shall not preclude or limit the Managing General Partner’s ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the BBP BIP Group or the Assets (including for the benefit of Persons who are not other than members of the BBP Group and BIP Group, including Affiliates of the Managing General Partner) and shall not apply to any forced sale of any or all of the assets of the BBP BIP Group or the Assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. The Managing General Partner shall not, on behalf of the Partnership, except as permitted under Section 13.614.6, Section 15.1.1 16.1 and Section 15.1.416.1.4, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on Managing General Partner’s Authority. Except as provided in Article 1616 and Article 18, the Managing General Partner may not cause the Partnership to sell, exchange or otherwise dispose of all or substantially all of the BBP BIP Group’s assets or the Assets, taken as a whole, in a single transaction or a series of related transactions without the prior approval of the holders of a majority of the voting power of Outstanding Equity Units; provided however that this provision shall not preclude or limit the Managing General Partner’s ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the BBP BIP Group or the Assets (including for the benefit of Persons who are not other than members of the BBP Group and BIP Group, including Affiliates of the Managing General Partner) and shall not apply to any forced sale of any or all of the assets of the BBP BIP Group or the Assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. The Managing General Partner shall not, on behalf of the Partnership, except as permitted under Section 13.6, Section 15.1.1 15.1 and Section 15.1.4, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on Managing General Partner’s Authority. Except as provided in Article 16, the Managing General Partner may not cause the Partnership to sell, exchange or otherwise dispose of all or substantially all of the BBP BPY Group’s assets or the Assets, taken as a whole, in a single transaction or a series of related transactions without the prior approval of the holders of a majority of the voting power of Outstanding Units; provided however that this provision shall not preclude or limit the Managing General Partner’s ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the BBP BPY Group or the Assets (including for the benefit of Persons who are not members of the BBP BPY Group and Affiliates of the Managing General Partner) and shall not apply to any forced sale of any or all of the assets of the BBP BPY Group or the Assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. The Managing General Partner shall not, on behalf of the Partnership, except as permitted under Section 13.6, Section 15.1.1 15.1 and Section 15.1.4, elect or cause the Partnership to elect a successor general partner of the Partnership.