Common use of SPECIAL GENERAL PARTNER AND LIMITED PARTNERS RIGHT TO TRANSFER Clause in Contracts

SPECIAL GENERAL PARTNER AND LIMITED PARTNERS RIGHT TO TRANSFER. Subject to the provisions of Sections 7.6, and this Section 9.2, neither the Special General Partner nor any Limited Partner shall sell, assign, transfer or convey all or any portion of its Partnership Interest to any person or entity without the prior written consent of the General Partner. Except for the security interest created pursuant to the Second Amended, Restated and Consolidated Promissory Note in the original principal amount of $88,572,780, dated October 10, 1996, made by the JMB Limited Partner in favor of Metropolis, the Second Amended, Restated and Consolidated Security Agreement, dated October 10, 1996, between the JMB Limited Partner and Metropolis, and the documents related thereto, neither the Special General Partner nor any Limited Partner shall pledge, encumber, place or suffer to exist a lien on its Partnership Interest without the prior written consent of the General Partner. No successor to the Special General Partner's Partnership Interest nor the Limited Partner's Partnership Interest shall become a substituted limited partner, as that term is used in the Act, without the prior written consent of the General Partner. Any consent from the General Partner required under this Section 9.2 may be granted or withheld by the General Partner in its sole discretion.