Common use of Amendment Requirements Clause in Contracts

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that establishes a percentage of Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of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

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.314.3, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members Partners or Assignees as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), 13.3(c) or (ii) change Section 10.1(a)enlarge the obligations of, restrict in any way any action by or rights of, or (iii) change reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.314.3, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members Partners or Assignees as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class or series affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable law. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) 17.3.1 Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 17.3.2 Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, consent unless such shall be deemed to have occurred as a result of an any amendment approved pursuant to Section 11.2(c)17.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of the Company orits Affiliates without its consent, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 17.3.3 Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ Managing General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.1, the Managing General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Equity Partnership Interests, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 17.3.4 Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)17.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Equity Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the Managing General Partner has not made the election contemplated by Section 12.6) and (b) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BIP under applicable law; however, that no such opinion shall be required in connection with an election described in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. (e) Except as provided in 17.3.5 This Section 11.1, this Section 11.2 17.3 shall only be amended with the approval of the holders of at least 75not less than 90% of the Outstanding Units voting together as a single classEquity Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 13.5) that establishes a percentage of Outstanding Units required (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1Sections 13.1 or 14.3, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. (a) 14.3.1. Notwithstanding the provisions of Section 11.1Sections 14.1 and 14.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 14.3.2. Notwithstanding the provisions of Section 11.1Sections 14.1 and 14.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 11.2(c)14.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the General Partner or any of its Affiliates without the consent of the Company orGeneral Partner, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 14.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 14.1, the General Partner may amend the Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 14.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)14.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (i) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the General Partner has not made the election contemplated by Section 9.6) and (ii) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of the Holding LP under applicable lawLaw. (e) Except as provided in 14.3.5. This Section 11.1, this Section 11.2 14.3 shall only be amended with the approval of the holders of at least 75not less than 90% of the Outstanding Units voting together as a single classUnits, and, in the case of Section 14.3.2(ii), with the consent of the General Partner, which may be given or withheld in its sole discretion.

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

Amendment Requirements. (a) Notwithstanding the provisions of Sections 13.1 (other than Section 11.113.1(d)(v)) and Section 13.2, and in addition to any other approvals required hereby, no provision of this Agreement that establishes a percentage of Outstanding Units Shares (including Shares 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 (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units Shares whose aggregate Outstanding Units Shares constitute not less than the voting requirement percentage of Outstanding Shares required to take such action sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of its Affiliates without the Company orGeneral Partner’s consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.314.3, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members Partners as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class adversely affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Shares voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classShares.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single class.Percentage Interests of all Limited Partners. WAS:215692.2

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of its Affiliates without the Company orGeneral Partner’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class Class of Partnership Interests in relation to other classes Classes of Partnership Interests (treating the Common Units as a separate Class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class Class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b)Article XIV, no amendments shall become effective without the approval of the holders of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawthe Act. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders Unitholders holding of at least 7590% of the voting power of the Outstanding Units voting together as a single classVoting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of the Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or increased, as applicable or the affirmative vote of Partners whose aggregate Percentage Interest constitutes not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single class.Percentage Interests of all Limited Partners. Oiltanking Partners, L.P. First Amended and Restated Agreement of Limited Partnership

Amendment Requirements. (a) 17.3.1. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 17.3.2. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 11.2(c)17.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the General Partner or any of its Affiliates without the consent of the Company orGeneral Partner, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 17.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.1, the General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Equity Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)17.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Equity Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the General Partner has not made the election contemplated by Section 12.6) and (b) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BEP 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 General Partner or in connection with a transfer following such election. (e) Except as provided in 17.3.5. This Section 11.1, this Section 11.2 17.3 shall only be amended with the approval of the holders of at least 75not less than 90% of the Outstanding Units voting together as a single classEquity Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected.. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 83 (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

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

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of holders of C:\My Documents\Mlpagt.wpd EXECUTION COPY 49 Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c13.3(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 or any of its Affiliates without its consent, which consent may be given or withheld in its sole discretion, (iii) change Section 10.1(a12.1(a) or 12.1(c), or (iiiiv) change the term of the Company Partnership or, except as set forth in Section 10.1(a12.1(c), give any Person the right to dissolve the CompanyPartnership. (c) Except as provided in Section 12.314.3, and except as otherwise provided, and without limitation of the Board of Directors’ General Partner's authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Common Units and Subordinated Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable law. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Common Units and Subordinated Units voting together as a single class.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote or consent of Shareholders holding, or holders of, a percentage of the voting power of Outstanding Units Voting Shares (including Voting Shares deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Shareholders or holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall enlargement may be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of its Affiliates without the Company orGeneral Partner’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.3, Sections 13.1 and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.114.3 and Article XVI, any amendment that would have a material adverse effect on the rights or preferences of any class of Company Interests in relation to other classes of Company Interests (treating the Voting Shares as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Company Interests of the class affected. (d) Notwithstanding the provisions of Sections 13.1 and 13.2, in addition to any other provision of approvals or consents that may be required under this Agreement, except for amendments pursuant to neither Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 75% of the Outstanding Units voting together as a single class.7.13 nor

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 9.1 and 9.3, no provision of this Agreement that establishes a percentage of Outstanding Units Voting Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 9.1 and 9.3, but subject to the provisions of Section 11.19.2, no amendment to this Agreement may (i) enlarge adversely affect the obligations rights or preferences of any Shares in a manner that is disproportionate to all other outstanding Shares of the same class or series, without the consent of each Member without its consentholding any such disproportionately affected Share or Shares (provided, unless such however, nothing in this Section 9.4(b)(i) shall be deemed interpreted to have occurred require the consent of any holder that may be adversely affected by any amendment for reasons other than such holder's ownership of Shares or such holder's rights or obligations as a result of an amendment approved pursuant to Section 11.2(c)Members hereunder) or, (ii) change Section 10.1(a8.1(a), or (iii) change the term of the Company or, (iv) except as set forth in Section 10.1(a)8.1, give any Person the right to dissolve the Company. (c) Except as provided in Section 12.310.3, and without limitation of the Board of Directors’ ' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.19.1, notwithstanding the provisions of Section 9.1, (i) any amendment that would have a material adverse effect on the rights or preferences of any class or series of Interests Shares in relation to other classes or series of Interests Shares must be approved by the holders of not less than a majority of the Outstanding Interests Shares of the class affected. or series affected (dprovided, however, nothing in this Section 9.4(c)(i) Notwithstanding any other provision of this Agreement, except for amendments pursuant shall be interpreted to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without require the approval consent of the holders of at least 90% any class or series of Shares that may be adversely affected by any amendment for reasons other than such holders' ownership of Shares or such holders' rights or obligations as Members hereunder), and (ii) any amendment of this Agreement affecting the rights of the Outstanding Units voting as a single class unless Class B Shareholder Committee shall require the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval Consent of the holders of at least 75% of the Outstanding Units voting together as a single classClass B Shareholder Committee.

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

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.314.3 and subject to Section 16.5(b)(i) with respect to Series A Preferred Units, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members Partners as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Partnership Interests in relation to other classes or series of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class or series affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable law. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of the Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of, in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced, or the affirmative vote of Partners whose aggregate Percentage Interest constitutes not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.314.3, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members Partners as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under the Delaware Act or the applicable lawpartnership law of any other state under the laws of which the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 9.1 and 9.3, no provision of this Agreement that establishes a percentage of Outstanding Units Voting Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 9.1 and 9.3, but subject to the provisions of Section 11.19.2, no amendment to this Agreement may (i) enlarge adversely affect the obligations rights or preferences of any Shares in a manner that is disproportionate to all other outstanding Shares of the same class or series, without the consent of each Member holding any such disproportionately affected Share or Shares (provided, however, nothing in this Section 9.4(b)(i) shall be interpreted to require the consent of any Member without its consent, unless that may be adversely affected by any amendment for reasons other than such shall be deemed to have occurred as a result Member’s ownership of an amendment approved pursuant to Section 11.2(c)Shares) or, (ii) change Section 10.1(a8.1(a), or (iii) change the term of the Company or, (iv) except as set forth in Section 10.1(a)8.1, give any Person the right to dissolve the Company. (c) Except as provided in Section 12.310.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.19.1, notwithstanding the provisions of Section 9.1, (i) any amendment that would have a material adverse effect on the rights or preferences of any class or series of Interests Shares in relation to other classes or series of Interests Shares must be approved by the holders of not less than a majority of the Outstanding Interests Shares of the class affected. or series affected (dprovided, however, nothing in this Section 9.4(c)(i) Notwithstanding any other provision of this Agreement, except for amendments pursuant shall be interpreted to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without require the approval consent of the holders of at least 90% any class or series of Shares that may be adversely affected by any amendment for reasons other than such holders’ ownership of Shares), and (ii) any amendment of this Agreement affecting the rights of the Outstanding Units voting as a single class unless Class B Shareholder Committee shall require the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval Consent of the holders of at least 75% of the Outstanding Units voting together as a single classClass B Shareholder Committee.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable law.partnership law of the state under whose laws the Partnership is organized. CHESAPEAKE MIDSTREAM PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) 17.3.1. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 17.3.2. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, consent unless such shall be deemed to have occurred as a result of an any amendment approved pursuant to Section 11.2(c)17.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of the Company orits Affiliates without its consent, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 17.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ Managing General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.1, the Managing General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Partnership Interests, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)17.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the Managing General Partner has not made the election contemplated by Section 12.6) and (b) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BIP under applicable law; however, that no such opinion shall be required in connection with an election described in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. (e) Except as provided in 17.3.5. This Section 11.1, this Section 11.2 17.3 shall only be amended with the approval of the holders of at least 75not less than 90% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to the Managing Partner or any of its Affiliates without the Company orManaging Partner’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.3Sections 13.1 and 14.3, Article XVI and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1Article XVII, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b)Article XIV, no amendments shall become effective without the approval of the holders of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawthe Delaware Limited Partnership Act. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders Unitholders holding of at least 7590% of the voting power of the Outstanding Units voting together as a single classVoting Units.

Amendment Requirements. (a) 17.3.1. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 17.3.2. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, consent unless such shall be deemed to have occurred as a result of an any amendment approved pursuant to Section 11.2(c)17.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the General Partner or any of the Company orits Affiliates without its consent, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 17.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.1, the General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Partnership Interests, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)17.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the General Partner has not made the election contemplated by Section 12.6) and (b) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BIP under applicable law; however, that no such opinion shall be required in connection with an election described in Section 12.6 made by the General Partner or in connection with a transfer following such election. (e) Except as provided in 17.3.5. This Section 11.1, this Section 11.2 17.3 shall only be amended with the approval of the holders of at least 75not less than 90% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of its Affiliates without the Company orGeneral Partner's consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.3, Sections 13.1 and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.114.3, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawthe Delaware Limited Partnership Act. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders Unitholders holding of at least 7590% of the voting power of the Outstanding Units voting together as a single classVoting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 9.1 and 9.3, no provision of this Agreement that establishes a percentage of Outstanding Units Voting Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Units Voting Shares whose aggregate Outstanding Units Voting Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 9.1 and 9.3, but subject to the provisions of Section 11.19.2, no amendment to this Agreement may (i) enlarge adversely affect the obligations rights or preferences of any Shares in a manner that is disproportionate to all other outstanding Shares of the same class or series, without the consent of each Member without its consentholding any such disproportionately affected Share or Shares (provided, unless such however, nothing in this Section 9.4(b)(i) shall be deemed interpreted to have occurred require the consent of any holder that may be adversely affected by any amendment for reasons other than such holder’s ownership of Shares or such holder’s rights or obligations as a result of an amendment approved pursuant to Section 11.2(c)Members hereunder) or, (ii) change Section 10.1(a8.1(a), or (iii) change the term of the Company or, (iv) except as set forth in Section 10.1(a)8.1, give any Person the right to dissolve the Company. (c) Except as provided in Section 12.310.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.19.1, notwithstanding the provisions of Section 9.1, (i) any amendment that would have a material adverse effect on the rights or preferences of any class or series of Interests Shares in relation to other classes or series of Interests Shares must be approved by the holders of not less than a majority of the Outstanding Interests Shares of the class affected. or series affected (dprovided, however, nothing in this Section 9.4(c)(i) Notwithstanding any other provision of this Agreement, except for amendments pursuant shall be interpreted to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without require the approval consent of the holders of at least 90% any class or series of Shares that may be adversely affected by any amendment for reasons other than such holders’ ownership of Shares or such holders’ rights or obligations as Members hereunder), and (ii) any amendment of this Agreement affecting the rights of the Outstanding Units voting as a single class unless Class B Shareholder Committee shall require the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval Consent of the holders of at least 75% of the Outstanding Units voting together as a single classClass B Shareholder Committee.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 13.5) that establishes a percentage of Outstanding Units required (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1Sections 13.1 or 14.3, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no provision of this Agreement that establishes a percentage of Outstanding outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced, including Section 6.15. (b) Notwithstanding the provisions of Section 11.1Sections 15.1 and 15.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall (ii) enlarge the obligations of the General Partner without its consent, which may be deemed given or withheld in its sole discretion, (iii) modify the amounts distributable, reimbursable or otherwise payable to have occurred as a result of an amendment approved pursuant to the General Partner by the Partnership or the Operating Partnership, (iv) change Section 11.2(c14.1(a) or (c), (iiv) change Section 10.1(a), restrict in any way any action by or rights of the General Partner as set forth in this Agreement without its consent or (iiivi) change the term of the Company Partnership or, except as set forth in Section 10.1(a14.1(c), give any Person the right to dissolve the CompanyPartnership. (c) Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.115.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Interests Units must be approved by the holders of not less than a majority of the Outstanding Interests Units of the class affectedaffected (excluding for purposes of such determination Units owned by the General Partner and its Affiliates). (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 6.3 or 15.1 and except as otherwise provided by Section 12.3(b16.3(b), no amendments shall become effective without the approval of the holders of at least 9095% of the Outstanding Class A Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes and (b) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of the Operating Partnership under applicable law. (e) Except Notwithstanding the provisions of Sections 15.1 and 15.2, so long as provided 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 11.1, this 6.16 without the approval of all of the holders of Senior Preferred Units outstanding at such time (f) This Section 11.2 15.3 shall only be amended with the approval of the holders of at least 75not less than 95% of the Outstanding Class A Units voting together as and a single classmajority of the Class B Units Outstanding.

Amendment Requirements. (a) 13.3.1. Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 13.3.2. Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 11.2(c)13.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the General Partner or any of its Affiliates without the consent of the Company orGeneral Partner, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 13.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 13.1, the General Partner may amend this Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Equity Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 13.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)13.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Equity Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (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 General Partner has not made the election contemplated by Section 8.6) and (ii) such amendment will not affect the limited liability of any Member Limited Partner under applicable lawLaw. (e) Except as provided in 13.3.5. This Section 11.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 75not less than 90% of the Outstanding Units voting together as a single classEquity Units, and, in the case of Section 13.3.2(ii), with the consent of the General Partner, which may be given or withheld in its sole discretion.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. DOMINION MIDSTREAM PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (a) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units required (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reducedreduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall enlargement may be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of its Affiliates without the Company orGeneral Partner’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.3, Sections 13.1 and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.114.3, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests (treating the Voting Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding the provisions of Sections 13.1 and 13.2, in addition to any other approvals or consents that may be required under this Agreement, neither Section 7.13 nor Section 13.4(b) shall be amended, altered, changed, repealed or rescinded in any respect without the written consent of Ares VoteCo. (e) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b)Article XIV, no amendments shall become effective without the approval of the holders of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawthe Delaware Limited Partnership Act. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 75% of the Outstanding Units voting together as a single class.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected.. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ ' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single class▇▇▇▇▇.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action or requires a vote or approval of Partners (or a subset of the Partners) holding a specified Percentage Interest shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or increased, as applicable or the affirmative vote of Partners whose aggregate Percentage Interest constitutes not less than the voting requirement sought to be reduced, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 90% of the Outstanding Units voting as a single class Percentage Interests of all Limited Partners unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote, consent or approval of holders of a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), 13.3(c) or (ii) change Section 10.1(a)enlarge the obligations of, restrict in any way any action by or rights of, or (iii) change reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.314.3, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members Partners or Assignees as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Limited Partner Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable law. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classLimited Partner Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall enlargement may be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of its Affiliates without the Company orGeneral Partner’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.3, Sections 13.1 and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.114.3, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests (treating the Voting Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding the provisions of Sections 13.1 and 13.2, in addition to any other approvals or consents that may be required under this Agreement, neither Section 7.13 nor Section 13.4(b) shall be amended, altered, changed, repealed or rescinded in any respect without the written consent of TCG Partners. (e) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b)Article XIV, no amendments shall become effective without the approval of the holders of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawthe Delaware Limited Partnership Act. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 75% of the Outstanding Units voting together as a single class.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of its Affiliates without the Company orGeneral Partner’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.3, Sections 13.1 and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.114.3, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawthe Delaware Limited Partnership Act. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders Unitholders holding of at least 7590% of the voting power of the Outstanding Units voting together as a single classVoting Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a)which consent may be given or withheld at its option. ACCESS MIDSTREAM PARTNERS, give any Person the right to dissolve the Company.L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units required (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced.reduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. WESTLAKE CHEMICAL PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (b) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such voting percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reducedreduced or increased, as applicable. (b) Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable law.partnership law of the state under whose laws the Partnership is organized. SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the Managing Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to the Managing Partner or any of its Affiliates without the Company orManaging Partner’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) Except as provided in Section 12.3, Sections 13.1 and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.114.3 and Article XVI, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests (treating the Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b)Article XIV, no amendments shall become effective without the approval of the holders of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawthe Delaware Limited Partnership Act. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders Unitholders holding of at least 7590% of the voting power of the Outstanding Units voting together as a single classVoting Units.

Amendment Requirements. (a) 14.3.1. Notwithstanding the provisions of Section 11.1Sections 14.1 and 14.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 14.3.2. Notwithstanding the provisions of Section 11.1Sections 14.1 and 14.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 11.2(c)14.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the General Partner or any of its Affiliates without the consent of the Company orGeneral Partner, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 14.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ General Partner's authority to adopt amendments to this Agreement as contemplated in Section 14.1, the General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Equity Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Interests Outstanding Units in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 14.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)14.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Equity Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the General Partner has not made the election contemplated by Section 9.6) and (b) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BRELP under applicable lawLaw. (e) Except as provided in 14.3.5. This Section 11.1, this Section 11.2 14.3 shall only be amended with the approval of the holders of at least 75not less than 90% of the Outstanding Units voting together as a single classEquity Units, and in the case of Section 14.3.2(ii), with the consent of the General Partner, which may be given or withheld in its sole discretion.

Amendment Requirements. (a) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 17.1, 17.2 and 17.3, no amendment shall become effective without the approval of the Record Holders of 90% of the outstanding Common Units unless the Partnership obtains an Opinion of Counsel to the effect that (a) such amendment will not cause the Partnership or any Operating Partnership to be taxable as a corporation or an association taxable as a corporation for federal income tax purposes and (b) such amendment will not affect the limited liability of any Limited Partner in the Partnership or any Operating Partnership under applicable law. (b) Notwithstanding any other provision of this Agreement, in the event at any time there exists any type or class of outstanding Units having any rights or preferences different from the rights or preferences of any other class or series of outstanding Units, no amendment shall be effective which the Managing General Partner determines in its sole discretion would materially and adversely affect the rights or preferences of any such class or series of outstanding Units without, in addition to any other required approval, the approval by written consent or affirmative vote of 66-2/3% in interest of the Record Holders of the type or class of Units so affected. (c) Notwithstanding the provisions of Section 11.1Sections 17.1, 17.2, 17.3 and 17.4, no provision of this Agreement that which establishes the consent or approval of a percentage of Outstanding Units Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that which would have the effect of reducing such voting percentage requirements, unless such amendment is approved by written consent or the affirmative vote of holders of Outstanding Units Partners whose aggregate Outstanding Units constitute Percentage Interest constitutes not less than the voting requirement sought to be reduced. (b. This Section 17.5(c) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without amended only with the approval by written consent or affirmative vote of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of Partners whose aggregate Percentage Interest constitutes at least 90% of the Outstanding Units voting as a single class unless aggregate Percentage Interest of the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable lawPartners. (ed) Except as provided The voting requirements in Section 11.1, this Section 11.2 17.5 shall only be amended with in addition to voting requirements imposed by the approval of the holders of at least 75% of the Outstanding Units voting together as a single classother provisions contained herein.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1, no provision of this Agreement that establishes a percentage of Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ ' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Interests in relation to other classes of Interests must be approved by the holders of not less than a majority of the Outstanding Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Company obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member under applicable law. (e) Except as provided in Section 11.1, this Section 11.2 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) 17.3.1. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no provision of this Agreement that establishes a percentage of the voting power of the Outstanding Units required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage requirement unless such amendment is approved by the written consent or the affirmative vote of holders the voting power of Outstanding Units whose aggregate Outstanding Units constitute voting power not less than the voting requirement sought to be reduced. (b) 17.3.2. Notwithstanding the provisions of Section 11.1Sections 17.1 and 17.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred consent except if the same occurs as a result of an any amendment approved pursuant to Section 11.2(c)17.3.3, or (ii) change Section 10.1(a)enlarge the obligations, restrict in any way any action by or (iii) change rights of or reduce in any way the term amounts distributable, reimbursable or otherwise payable by the Partnership to the Managing General Partner or any of its Affiliates without the consent of the Company orManaging General Partner, except as set forth which may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 17.3.3. Except as provided in Section 12.3otherwise provided, and without limitation of the Board of Directors’ Managing General Partner’s authority to adopt amendments to this Agreement as contemplated in Section 17.1, the Managing General Partner may amend the Partnership Agreement without the approval of any Members as contemplated in Section 11.1holders of Outstanding Units, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Outstanding Partnership Interests in relation to other classes of Partnership Interests must be consented to or approved by the holders of not less than at least a majority of the Outstanding Partnership Interests of the class affected. (d) 17.3.4. Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 and except as otherwise provided by Section 12.3(b)17.1, no amendments shall become effective without the approval of the holders of at least 90% of the voting power of the Outstanding Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that (i) such amendment will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the Managing General Partner has not made the election contemplated by Section 12.6), and (ii) such amendment will not affect the limited liability of any Member Limited Partner or any limited partner of BPY under applicable lawLaw; provided, however, that no such opinion shall be required in connection with an election described in Section 12.6 made by the Managing General Partner or in connection with a transfer following such election. (e) Except as provided in 17.3.5. This Section 11.1, this Section 11.2 17.3 shall only be amended with the approval of the holders of at least 75not less than 90% of the Outstanding Units voting together as a single classUnits.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of Outstanding Common Units (including Common Units deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Common Units whose aggregate Outstanding Common Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 11.1Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) change enlarge the term 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 or any of its Affiliates without the Company orGeneral Partner’s consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.314.3, and without limitation of the Board of Directors’ General Partner’s authority to adopt amendments to this Agreement without the approval of any Members Partners as contemplated in Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Common Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable law. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders of at least 7590% of the Outstanding Units voting together as a single classCommon Units.

Amendment Requirements. (a) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units required (including Units deemed owned by the General Partner) or class of Limited Partners or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing or increasing such voting percentage percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced.reduced or increased, as applicable, or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced or increased, as applicable. DOMINION MIDSTREAM PARTNERS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (b) Notwithstanding the provisions of Section 11.113.1 (other than Section 13.1(d)(iv)) and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any Member holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c), (ii) change Section 10.1(a13.3(c), or (iiiii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the term amounts distributable, reimbursable or otherwise payable to, the General Partner or any of the Company orits Affiliates without its consent, except as set forth in Section 10.1(a), give any Person the right to dissolve the Companywhich consent may be given or withheld at its option. (c) Except as provided in Section 12.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in 14.3 or Section 11.113.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units Percentage Interests of all Limited Partners voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawpartnership law of the state under whose laws the Partnership is organized. (e) Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of Partners (including the holders of General Partner and its Affiliates) holding at least 7590% of the Outstanding Units voting together as a single classPercentage Interests of all Limited Partners.

Amendment Requirements. (a) 13.3.1 Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no provision of this Agreement that establishes requires the vote or consent of Unitholders holding, or holders of, a percentage of the voting power of Outstanding Voting Units (including Voting Units deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of Unitholders or holders of Outstanding Voting Units whose aggregate Outstanding Voting Units constitute not less than the voting or consent requirement sought to be reduced. (b) 13.3.2 Notwithstanding the provisions of Section 11.113.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Member Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 11.2(c)13.3.3, or (ii) change Section 10.1(a)enlarge the obligations of, restrict in any way any action by or rights of, or (iii) change reduce in any way the term amounts distributable, reimbursable or otherwise payable to the General Partner or any of its Affiliates without the Company orGeneral Partner’s consent, except as set forth which consent may be given or withheld in Section 10.1(a), give any Person the right to dissolve the Companyits sole discretion. (c) 13.3.3 Except as provided in Section 12.3, 13.1 and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 11.114.3, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests (treating the Class A Common Units as a separate class for this purpose) must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) 13.3.4 Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 11.1 13.1 and except as otherwise provided by Section 12.3(b)14.3.2, no amendments shall become effective without the approval of the holders of Unitholders holding at least 90% of the voting power of the Outstanding Voting Units voting as a single class unless the Company Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Member Limited Partner under applicable lawthe Delaware Limited Partnership Act. (e) 13.3.5 Except as provided in Section 11.113.1, this Section 11.2 13.3 shall only be amended with the approval of the holders Unitholders holding of at least 7590% of the voting power of the Outstanding Units voting together as a single classVoting Units.