Transfer by Limited Partner. No Limited Partner, owner of any beneficial ownership interest in any Limited Partner, nor any Assignee (as hereinafter defined) may, absent the prior written consent of the General Partner, which consent may be withheld for any reason or no reason, cause or permit a Transfer. Without such written consent of the General Partner, any transferee of a Limited Partner (an “Assignee”) shall not be entitled to become a substitute Limited Partner and upon any transfer to, or foreclosure or other realization of, any Partnership Interest by an Assignee, such Assignee shall only be entitled to receive any distributions payable with respect to the Units which were the subject of such Transfer and shall not be entitled to consent or vote on any matter requiring the consent or approval of the Partners (or any of them). The transferring Limited Partner will remain a Partner even if it has transferred all of its Units to one or more Assignee(s) until such time as the Assignee(s) is admitted to the Partnership as a Limited Partner in accordance with the terms of Section 9.2 below.
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