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Section 8.1 shall be deemed approved and effective immediately <br /> upon the requisite approval by the Limited Partners without the <br /> General Partner's consent. Any other action specified in Section <br /> 8.1 that the Limited Partners have approved shall be taken by the <br /> General Partner only if the General Partner consents thereto; <br /> provided, however, that the sale or exchange of all or a <br /> substantial part of the Partnership property shall not require <br /> the consent of the General Partner after the expiration of the <br /> fifteen (15) year compliance period under Section 42 of the Code, <br /> or any successor provision. Upon the approval of any Partnership <br /> matter as provided in this Section 8.2, the General Partner shall <br /> be authorized and directed to conclude any transactions so <br /> approved, and all Partners, including Partners who may have been <br /> opposed to the transaction, shall be bound by the terms of any <br /> such transaction. <br /> 8.3. Removal of the General Partner. <br /> (a) The Limited Partners may, in accordance with the voting <br /> requirement set forth in Section 8.1 above, remove the General <br /> Partner for breach of the General Partner's material obligations <br /> under this Agreement or applicable law, for any act or failure to <br /> act by the General Partner that in the opinion of tax counsel for <br /> the Partnership would trigger recapture of any Low Income Housing <br /> Credits. For purposes of this Section 8.3(a), counsel for the <br /> Partnership that is rendering an opinion with respect to the <br /> recapture of the federal Low Income Housing Credit must be <br /> approved specifically for that purpose by a Majority Vote. <br /> -45- <br />