Assignments/Substitutions or Withdrawals by Limited Partners. (a) A Limited Partner may not Transfer its Interest or any interest therein 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. Without limitation of the foregoing, in no event will a Transfer be permitted if such Transfer would:
Assignments/Substitutions or Withdrawals by Limited Partners. (a) Subject to Section 8.2(c), a Limited Partner may not, directly or indirectly, sell, assign or otherwise transfer or pledge 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 in the case of transfers which are not as a security interest (i) such consent shall not be unreasonably withheld to transfers to Affiliates of a Limited Partner so long as the transferor remains liable for the performance by the transferee of its obligations hereunder and assumes all such obligations, (ii) such consent shall not be unreasonably withheld to transfers by Limited Partners which are state agencies to a successor state agency and (iii) such consent shall not be withheld to transfers by a Limited Partner which is a trustee of an employee benefit plan to a successor trustee of such plan, in each case so long as such transfer satisfies the conditions set forth in clauses (A) through (E) below. Each assigning, transferring or pledging Limited Partner agrees that it will pay all reasonable expenses, including attorneys’ fees and credit facility expenses, incurred by the Partnership in connection with any actual or proposed assignment, transfer or pledge of an Interest by such Limited Partner, whether or not such assignment, transfer or pledge is consummated, except to the extent that the Assignee thereof agrees to and does bear such expenses. Notwithstanding anything herein to the contrary, no such assignment or transfer shall be made unless in the opinion of responsible counsel (who may be counsel for the Partnership), which opinion and counsel shall be satisfactory to the General Partner and which opinion may be waived, in whole or in part, in the good faith discretion of the General Partner:
