Common use of Requirements for Amendments Clause in Contracts

Requirements for Amendments. (a) Subject to Section 16.2, this Agreement may be amended only in writing by the General Partner and with the consent of the Limited Partners given by Special Resolution, but any amendment to this Article 16 may be made only with unanimous consent of the Partners. (b) Notwithstanding Section 16.1(a) no amendment to this Agreement may be made that would have the effect of: allowing any Limited Partner to participate in the control or management of the Partnership’s Business; reducing, eliminating, amending or modifying the obligation of the Partnership to issue the Woodfine Share; changing provisions concerning the General Partner’s costs and expenses (unless the General Partner, in its sole discretion, consents thereto); reducing the interest in the Partnership of any Limited Partner; changing in any manner the allocation of Net Income or Net Loss, Tax Income or Tax Loss between the Limited Partners and the General Partner; changing the liability of the Limited Partners or the General Partner; changing the right of a Limited Partner or the General Partner to vote at any meeting; changing the Partnership from a limited partnership to a general partnership (unless all of the Limited Partners consent thereto); or which would result in a denial or reduction of any income tax deductions or credits available to Limited Partners, but for the amendment. (c) No amendment to this Agreement that would have the effect of adversely affecting the rights and obligations of the General Partner will become effective before 60 days after the date of the meeting at which such amendment was adopted, unless the General Partner consents to an earlier date.

Requirements for Amendments. (a) Subject to Section 16.2, this Agreement may be amended only in writing by the General Partner and with the consent of the Limited Partners given by Special Extraordinary Resolution, but any amendment to this Article 16 may be made only with unanimous consent of the Partners. (b) Notwithstanding Section 16.1(a) no amendment to this Agreement may be made that would have the effect of: allowing any Limited Partner to participate in the control or management of the Partnership’s Business; reducing, eliminating, amending or modifying the obligation of the Partnership to issue pay the Woodfine ShareGeneral Partner’s Share and the Performance Bonus to the General Partner; changing provisions concerning the General Partner’s costs and expenses (unless the General Partner, in its sole discretion, consents thereto); reducing the interest in the Partnership of any Limited Partner; changing in any manner the allocation of Net Income or Net Loss, Tax Income Taxable Income, Taxable Loss or Tax Loss between Eligible Expenditures among the Limited Partners and the General Partneror any of them; changing the liability of the Limited Partners or the General Partner; changing the right of a Limited Partner or the General Partner to vote at any meeting; changing the Partnership from a limited partnership to a general partnership (unless all of the Limited Partners consent thereto); or which would result in a denial or reduction of any income tax deductions or credits related to Eligible Expenditures otherwise available to Limited Partners, but for the amendment. (c) No amendment to this Agreement that would have the effect of adversely affecting the rights and obligations of the General Partner will become effective before 60 days after the date of the meeting at which such amendment was adopted, unless the General Partner consents to an earlier date.

Requirements for Amendments. (a) Subject to Section 16.213.2, this Agreement may be amended only in writing by the General Partner and with the consent of the Limited Partners given by Special Extraordinary Resolution, but any amendment to this Article 16 13 may be made only with the unanimous consent of the Partners. (b) Notwithstanding Section 16.1(a13.1(a) or any other section of this Agreement, no amendment to this Agreement may be made that would have without the effect of: allowing unanimous approval of all Partners in order to: (i) alter the ability of the Partners to remove the General Partner involuntarily; (ii) change the liability of any Limited Partner; (iii) allow any Limited Partner to participate take an active part in the Business or to exercise control or over management of the Partnership’s Business; reducing, eliminating, amending unless such Limited Partner has agreed to serve as General Partner or modifying a delegatee thereof; (iv) change the obligation priority of distributions of Distributable Income provided in Article 7 or the priority of the Partnership to issue the Woodfine Share; changing provisions concerning the General Partner’s costs and expenses distribution of proceeds on liquidation as provided in Article 15; (unless the General Partner, in its sole discretion, consents thereto); reducing the interest in the Partnership of any Limited Partner; changing in any manner the allocation of Net Income or Net Loss, Tax Income or Tax Loss between the Limited Partners and the General Partner; changing the liability of the Limited Partners or the General Partner; changing v) change the right of a Limited Partner or the General Partner to vote at any meeting; changing ; (vi) change the Partnership from a limited partnership to a general partnership or other Person; (unless vii) adversely affect the rights and obligations of any particular Partner without similarly affecting the rights and obligations of all other Partners; (viii) reduce the percentage of income allocable to the Limited Partners consent thereto)to less than 99.99%; or which would result or (ix) terminate the Partnership other than as provided for in a denial or reduction of any income tax deductions or credits available to Limited Partners, but for the amendmentthis Agreement. (c) No amendment to this Agreement that would have the effect of adversely affecting the rights and obligations of the General Partner will become effective before 60 days after the date of the meeting at which such amendment was adopted, unless the General Partner consents to an earlier date. (d) No amendment to this Agreement may be made if it would cause the Fund to fail or cease to qualify as a “mutual fund trust” under the Tax Act.