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(ii) the transferee or assignee of the General <br /> Partner's interest agrees in writing to become a substitute <br /> General Partner of the Partnership; <br /> (iii) the Limited Partners have agreed by Majority <br /> Vote to the transfer of the General Partner's Partnership <br /> interest; <br /> (iv) the substitute General Partner represents and <br /> provides the Partnership with the evidence satisfactory to <br /> counsel for the Partnership that the substitute General <br /> Partner satisfies the net worth obligations of the transferor <br /> General Partner contained in this Agreement; <br /> (v) counsel for the Partnership shall have rendered <br /> an opinion that the withdrawal and the substitution of the <br /> General Partner will not violate the Act or other applicable <br /> law, will not cause the termination or dissolution of the <br /> Partnership, will not cause it to be classified other than as <br /> a partnership for federal income tax purposes and will not <br /> affect the Limited Partner's Low Income Housing Credits; <br /> (vi) the mortgagees under the Mortgages have approved <br /> the substitute General Partner, if their approval is required; <br /> (vii) the Person to be substituted as a General <br /> Partner shall have accepted and agreed to be bound by all the <br /> terms of this Agreement, by executing an amendment to this <br /> Agreement and any other documents or instruments that may be <br /> required to effect the admission of the Person as the General <br /> Partner and all other actions required in connection with the <br /> -53- <br />