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EXHIBIT 3 <br />8.3. Approval Rights. The Limited Partners shall have the right, by vote of <br />more than 50% of the Limited Partners' Interests, as shown on Exhibit "A", to approve the <br />following matters affecting the basic structure of the Partnership: <br />8.3.1. The dissolution and winding up of the limited partnership. <br />8.3.2. The merger of the limited partnership or sale, exchange, lease, <br />mortgage, pledge, or other transfer of, all or a substantial part of the assets of the limited partnership <br />other than in the ordinary course of its business. <br />8.3.3. Incur indebtedness by the limited partnership other than in the <br />ordinary course of business. <br />8.3.4. A change in the nature of the business. <br />8.3.5. Transactions in which the General Partners has an actual or potential <br />conflict of interest with the limited partners or the partnership. <br />8.3.6. The removal of a general partner. <br />8.3.7. An election to continue the business of the Limited Partnership <br />other than under the circumstances described in subparagraph 8.3.9 or 8.3.10. <br />8.3.8. The admission of a general partner other than under the <br />circumstances described in subparagraph 8.3.9 or 8.3.10, subject to the unanimous vote requirement <br />of paragraph 11.6. <br />8.3.9. The admission of a general partner or an election to continue the <br />business of the limited partnership after a general partner ceases to be a general partner other than <br />pursuant to subdivision (b), (c) or (d) of Section 15642 of the Act where there is no remaining or <br />surviving general partner, subject to the unanimous vote requirement of paragraph 11.6 <br />8.3.10.The admission of a general partner or an election to continue the <br />business of the limited partnership after the general partner ceases to be a General Partner pursuant <br />to subdivision (b), (c) or (d) of Section 15642 of the Act where there is no remaining or surviving <br />general partner, subject to the unanimous vote requirement of paragraph 11.6 <br />All other matters are within the discretion of the Administrative <br />General Partner and the Limited Partners shall have no right to vote on those matters. <br />8.4. Meetings of Partners. Meetings of Partners shall be held at the principal <br />place of business of the Partnership. Meetings shall be held only when called by either the <br />Administrative General Partner or by Limited Partners representing more than 10% of the Limited <br />Initial LP Agreement - Santa Ana 9.1.159.1.75 <br />12 <br />3-123 <br />