Assignments/Substitutions by Limited Partners. (a) A Limited Partner may not directly or indirectly sell, exchange, assign, mortgage, hypothecate, pledge or otherwise transfer its Units (or any interest therein) in whole or in part to any Person (an “Assignee”) unless:
Assignments/Substitutions by Limited Partners. (a) A Limited Partner may not sell, assign, pledge, exchange or otherwise transfer its Interest in whole or in part to any Person (an “Assignee”) without the prior written consent of the General Partner, which consent may be given or withheld in the sole and absolute discretion of the General Partner; provided that no such assignment or transfer shall be made unless: