Common use of Transfer of Limited Partnership Interests Clause in Contracts

Transfer of Limited Partnership Interests. (a) A Limited Partner may not Transfer all or a portion of its interest in the Partnership without the consent of the General Partner; provided that the General Partner shall not unreasonably withhold its consent to a Transfer by an IP Limited Partner to a Family Related Partner of such IP Limited Partner. (b) Unless and until the General Partner consents to the admission of a transferee as a substituted Limited Partner in accordance with this Section 7.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses and distributions of such interest. No consent of any other Limited Partner shall be required as a condition precedent to any Transfer. (c) Unless the General Partner otherwise determines in its sole discretion, the transferor and transferee of any Limited Partner’s interest shall be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Limited Partner’s interest, whether or not consummated. (d) Any substituted Limited Partner admitted to the Partnership with the consent of the General Partner shall succeed to all the rights and be subject to all the obligations of the transferring or assigning Limited Partner with respect to the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance of any substituted Limited Partner. Such substituted Limited Partner shall be treated as having received all of the allocations and distributions received by the transferring or assigning Limited Partner, if any. (e) Any Transfer that violates this Section 7.3 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Partnership assets, profits, losses, or distributions, and neither the General Partner nor the Partnership shall be required to recognize any such purported interest or rights.

Transfer of Limited Partnership Interests. (a) A Subject to compliance with applicable state securities (blue sky) laws, Limited Partner Partnership Interests may not Transfer all or a portion of its interest be transferred only in the Partnership without the consent of the General Partner; provided that the General Partner shall not unreasonably withhold its consent to a Transfer by an IP Limited Partner to a Family Related Partner of such IP Limited Partner. (b) Unless whole interests and until the General Partner consents to the admission of a transferee as a substituted Limited Partner only in accordance with this Section 7.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses and distributions of such interest. No consent of any other Limited Partner shall be required as a condition precedent to any Transfer.following terms: (c1) Unless the General Partner otherwise determines in its sole discretion, the transferor and transferee of any Limited Partner’s interest shall Interests may be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Limited Partner’s interest, whether or not consummated. (d) Any substituted Limited Partner admitted to the Partnership assigned only with the consent of the General Partner in its sole discretion; (2) the transfer of the interests shall succeed be accomplished by an instrument in writing, in form and substance satisfactory to the General Partner, which writing may include a power of attorney and which shall set forth the intention that the purchaser is to be an additional Limited Partner and the stock ownership, if any, of the purchaser in the General Partner or any affiliate thereof; (3) a counterpart of the instrument of transfer, executed and acknowledged by the transferor Limited Partner shall be delivered to the General Partner; (4) any assignment of interests must be in compliance with applicable state securities (blue sky) laws; (5) no assignments will be permitted if such assignments would result in 49% or more of the interests being transferred within a twelve-month period; (6) the purchaser must agree that he will not directly or indirectly make or operate a secondary market or the substantial equivalent thereof in the Interests of the Partnership; (7) the General Partner may refuse to consent to any transfer if, in the sole discretion and judgment of the General Partner, the transfer would be transacted on or treated as transacted on a secondary market or the substantial equivalent thereof or would cause the aggregate transfer to exceed permissible safe harbor limits under administrative interpretations; (8) no assignments will be permitted if such assignments would cause the assets of the Partnership to be treated as "plan assets" as defined in regulations promulgated by the Department of Labor; (9) the Partnership may charge the transferor Limited Partner a fee not exceeding $50 to defray the costs of effecting the transfer of his interests in the Partnership; (10) the transferor and the purchaser shall execute and deliver to the General Partner an amended Limited Partnership Agreement; and (11) the purchaser shall become a Limited Partner only upon amendment of this Agreement. (b) The death, legal disability, bankruptcy or dissolution of a Limited Partner or the assignment by any Limited Partner of all or a part of any Limited Partnership Interests owned by him (whether or not in compliance with the terms of this Agreement) shall not dissolve the Partnership. The successor in interest of such Limited Partner shall have the rights and be subject of such Limited Partner for the purpose of settling the estate or business of such Limited Partner, including the rights as defined above to all the obligations of the transferring transfer such interests or assigning to become an additional Limited Partner with respect to the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance of any substituted Limited Partner. Such substituted Limited Partner shall be treated as having received all of the allocations and distributions received by the transferring or assigning Limited Partner, if anythereto. (e) Any Transfer that violates this Section 7.3 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Partnership assets, profits, losses, or distributions, and neither the General Partner nor the Partnership shall be required to recognize any such purported interest or rights.

Transfer of Limited Partnership Interests. (a) A No Limited Partner may not Transfer all shall sell, convey, assign, pledge, hypothecate, transfer or a portion otherwise dispose of or encumber its Partnership interest or any part thereof, either directly or indirectly, by the conveyance, assignment, pledge, hypothecation, transfer or other disposition of any stock, partnership interest or other beneficial interest in any entity which holds (directly or indirectly or by or through intervening entities) any interest in the Partnership without or any part thereof, or otherwise, and no such transferee or assignee may be admitted as a substituted limited partner of the Partnership, unless in each instance: A. A duly executed and acknowledged instrument of assignment, setting forth the intention of the assignor that the assignee become a substituted limited partner or economic assignee in its place, is delivered to the General Partner; B. The assignor and assignee execute and acknowledge such other instruments as the General Partner reasonably may deem necessary or desirable to effect such admission and/or assignment; and C. The prior written consent of the General Partner; provided that the General Partner shall not unreasonably withhold its consent to a Transfer by an IP Limited Partner to a Family Related Partner of such IP Limited Partner. (b) Unless and until the General Partner consents to the admission of a transferee as a substituted Limited Partner in accordance with this Section 7.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses and distributions of such interest. No consent of any other Limited Partner shall which may be required as a condition precedent to any Transfer. (c) Unless the General Partner otherwise determines granted or withheld in its sole discretion, the transferor and transferee of any Limited Partner’s interest shall be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Limited Partner’s interestis obtained, whether or not consummated. (d) Any substituted Limited Partner admitted to the Partnership with provided that the consent of the General Partner shall succeed not be required for transfers (i) to all any other non-Defaulting Partner, or (ii) to an Affiliate of the rights transferor or (iii) to change the record ownership of an interest in the Partnership by reason of a change in the identity of the trustee or other fiduciary of an ERISA Partner, provided in each such case, the transferor and transferee shall notify the General Partner in writing of such transfer at least thirty (30) days prior to such event and the transferring Partner delivers to the General Partner a written statement, reasonably satisfactory to the General Partner, that the Partner has determined in good faith that the transfer will satisfy clauses (i)-(iv) of Section 7.2.D hereof. Should an ERISA Partner that is an employee benefit trust transfer its Partnership interest to a successor trustee or effect a merger, consolidation or transfer of assets and liabilities of one or more plans funded by such ERISA Partner in compliance with Section 414(l) of the Code, the General Partner agrees that it shall consent to the admission of any such transferee as a substituted limited partner as a result of such transfers, mergers and consolidations. D. Before providing its consent, the General Partner shall have received adequate assurances, in its reasonable discretion, that the proposed transfer (i) will have no adverse tax consequences (federal, state, or local) to the Partnership, the General Partner or the Limited Partners and will not cause the Partnership to be treated as a “publicly traded partnership” taxable as a corporation within the meaning of Section 7704 of the Code, (ii) may be effected without registration under the Securities Act of 1933, as amended, (iii) does not violate state securities laws and (iv) will not cause the Partnership to be subject to all the obligations any additional regulatory requirements. Any of the transferring or assigning Limited Partner with respect to foregoing may include such opinions of counsel and such covenants as the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance reasonably request. The cost of any substituted Limited Partner. Such substituted Limited Partner such opinion, as well as any other costs (including attorney fees and accounting costs) associated with the proposed transfer, shall be treated as having received all of the allocations and distributions received borne by the transferring or assigning Limited Partner, if any. (e) Any Transfer that violates this Section 7.3 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Partnership assets, profits, losses, or distributions, and neither and/or the General Partner nor and its Affiliates, as determined by the Partnership General Partner in its sole discretion. Any purported transfer which is attempted to be made without strict compliance with the foregoing requirements (including the receipt of the prior written consent of the General Partner where required) shall be required ineffective and null and void. E. This Section 7.2 shall not be construed to recognize any such purported interest prohibit secured or rightsunsecured loans from institutional lenders to BPG or its Affiliates.

Transfer of Limited Partnership Interests. (a) A Subject to compliance with applicable state securities (blue sky) laws, Limited Partner Partnership Interests may not Transfer all or a portion of its interest be transferred only in the Partnership without the consent of the General Partner; provided that the General Partner shall not unreasonably withhold its consent to a Transfer by an IP Limited Partner to a Family Related Partner of such IP Limited Partner. (b) Unless whole interests and until the General Partner consents to the admission of a transferee as a substituted Limited Partner only in accordance with this Section 7.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses and distributions of such interest. No consent of any other Limited Partner shall be required as a condition precedent to any Transfer.following terms: (c1) Unless the General Partner otherwise determines in its sole discretion, the transferor and transferee of any Limited Partner’s interest shall Interests may be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Limited Partner’s interest, whether or not consummated. (d) Any substituted Limited Partner admitted to the Partnership assigned only with the consent of the General Partner in its sole discretion; (2) the transfer of the Interests shall succeed be accomplished by an instrument in writing, in form and substance satisfactory to the General Partner, which writing may include a power of attorney and which shall set forth the intention that the purchaser is to be an additional Limited Partner and the stock ownership, if any, of the purchaser in the General Partner or any affiliate thereof; (3) a counterpart of the instrument of transfer, executed and acknowledged by the transferor Limited Partner shall be delivered to the General Partner; (4) any assignment of interests must be in compliance with applicable state securities (blue sky) laws; (5) no assignments will be permitted if such assignments would result in 49% or more of the interests being transferred within a twelve-month period; (6) the purchaser must agree that he will not directly or indirectly make or operate a secondary market or the substantial equivalent thereof in the Interests of the Partnership; (7) the General Partner may refuse to consent to any transfer if, in the sole discretion and judgment of the General Partner, the transfer would be transacted on or treated as transacted on a secondary market or the substantial equivalent thereof or would cause the aggregate transfer to exceed permissible safe harbor limits under administrative interpretations; (8) no assignments will be permitted if such assignments would cause the assets of the Partnership to be treated as "plan assets" as defined in regulations promulgated by the Department of Labor; (9) the Partnership may charge the transferor Limited Partner a fee not exceeding $50 to defray the costs of effecting the transfer of his Interests in the Partnership; (10) the transferor and the purchaser shall execute and deliver to the General Partner an amended Limited Partnership Agreement; and (11) the purchaser shall become a Limited Partner only upon amendment of this Agreement. Notwithstanding the foregoing, an economic interest in the Partnership can be transferred without compliance with (1) and (2) above. (b) The death, legal disability, bankruptcy or dissolution of a Limited Partner or the assignment by any Limited Partner of all or a part of any Limited Partnership Interests owned by him (whether or not in compliance with the terms of this Agreement) shall not dissolve the Partnership. The successor in interest of such Limited Partner shall have the rights and be subject of such Limited Partner for the purpose of settling the estate or business of such Limited Partner, including the rights as defined above to all the obligations of the transferring transfer such Interests or assigning to become an additional Limited Partner with respect to the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance of any substituted Limited Partner. Such substituted Limited Partner shall be treated as having received all of the allocations and distributions received by the transferring or assigning Limited Partner, if anythereto. (e) Any Transfer that violates this Section 7.3 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Partnership assets, profits, losses, or distributions, and neither the General Partner nor the Partnership shall be required to recognize any such purported interest or rights.

Transfer of Limited Partnership Interests. (a) A Limited Partner may not Transfer all or a portion of its interest in the Partnership without the consent of the General Partner; provided that the General Partner shall not unreasonably withhold its consent to a any Transfer by an IP a Limited Partner to a Family Related Partner of such IP Limited Partner. (b) Unless and until the General Partner consents to the admission of a transferee as a substituted Limited Partner in accordance with this Section 7.36.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses losses, and distributions of such interest. No consent of any other Limited Partner shall be required as a condition precedent to any Transfer. (c) Unless the General Partner otherwise determines in its sole discretion, the transferor and transferee of any Limited Partner’s interest shall be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Limited Partner’s interest, whether or not consummated. (d) Any substituted Limited Partner admitted to the Partnership with the consent of the General Partner shall succeed to all the rights and be subject to all the obligations of the transferring or assigning Limited Partner with respect to the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance of any substituted Limited Partner. Such substituted Limited Partner shall be treated as having received all of the allocations and distributions received by the transferring or assigning Limited Partner, if any. (e) Any Transfer that violates this Section 7.3 6.3 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Partnership assets, profits, losses, or distributions, and neither the General Partner nor the Partnership shall be required to recognize any such purported interest or rights.

Transfer of Limited Partnership Interests. (a) A Limited Partner may not Transfer sell, assign, transfer, pledge, mortgage or otherwise dispose of (in each case, a “Transfer”) all or any of its Interest in the Partnership (including, without limitation, any transfer or assignment of all or a portion part of its interest in the Partnership without the consent of the General Partner; provided that the General Partner shall not unreasonably withhold its consent Interest to a Transfer by an IP Limited Partner to a Family Related Partner of such IP Limited Partner. (b) Unless and until the General Partner consents to the admission of a transferee as a substituted Limited Partner in accordance with this Section 7.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become Person who becomes an assignee of only a beneficial interest in Partnership profits, losses and distributions even though not becoming a substitute Limited Partner) unless the General Partner has consented to such Transfer in writing, which consent may be granted or withheld in the sole discretion of the General Partner (and any attempt by a Limited Partner to pledge, assign, hypothecate, sell, exchange or transfer all or any part of its Interest without the prior approval of the General Partner may subject such interestInterest to compulsory withdrawal at the sole discretion of the General Partner). (b) Notwithstanding anything to the contrary contained in this Section 7.3, a transferee or assignee of a Limited Partner Interest shall not become a substitute Limited Partner without the consent of the General Partner (which consent may be granted or withheld the sole discretion of the General Partner) and without executing a copy of this Agreement or other instrument evidencing such transferee’s intention to be legally bound by each and every term of this Agreement in form and substance satisfactory to the General Partner in its sole discretion. No Any substitute Limited Partner admitted to the Partnership with the consent of the General Partner shall succeed to all rights and be subject to all the obligations of the transferring or assigning Limited Partner with respect to the Interest to which such Limited Partner was substituted. Notwithstanding Section 12.1, the General Partner may modify Schedule I attached hereto to reflect such admittance of any substitute Limited Partners without the consent of any other Limited Partner shall be required as a condition precedent to any TransferPartner. (c) Unless the General Partner otherwise determines in its sole discretion, the The transferor and transferee of any Limited Partner’s interest Interest shall be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including including, without limitation, attorneys’ fees and expenses) of any Transfer transfer or proposed Transfer transfer of a Limited Partner’s interestInterest, whether or not consummated. (d) Any substituted Limited Partner admitted to the Partnership with the consent of the General Partner shall succeed to all the rights and be subject to all the obligations of the transferring or assigning Limited Partner with respect to the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance permitted transferee of any substituted Limited Partner. Such substituted Limited Partner ’s Interest shall be treated as having made all of the Funded Contributions made by, and received all of the allocations and distributions received by by, the transferring or assigning Limited Partner, if anytransferor of such Interest and shall succeed to the Capital Account of the transferor. (e) Notwithstanding any other provision of this Agreement, no transfer of an Interest shall be permitted if such transfer would (i) unless the General Partner otherwise consents in its sole discretion, cause the Partnership to have more than 100 partners, as determined for purposes of Treasury Regulations § 1.7704-1(h), (ii) cause the Partnership to be treated as an association taxable as a corporation for United States federal income tax purposes and, to the extent available, state and local tax purposes, or as a publicly traded partnership within the meaning of § 7704 of the Code and Treasury Regulation § 1.7704-1, (iii) cause all or any portion of the assets of the Partnership to constitute “plan assets” under ERISA, (iv) result in the termination of the Partnership for tax purposes or (v) cause the Partnership to be required to be registered as an investment company under the Investment Company Act. (f) Any Transfer that violates this Section 7.3 shall be void ab initio and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Partnership assets, profits, losses, losses or distributions, distributions and neither the General Partner nor the Partnership shall be required to recognize any such purported interest or rights. Additionally, if the General Partner determines that a Limited Partner has violated the provisions of this Section 7.3 or that the legal opinions, documentation and/or certifications referred to in Section 7.3(a) were false, the General Partner may subject such Limited Partner to Compulsory Withdrawal.

Transfer of Limited Partnership Interests. (a) A Limited No Partner may not Transfer sell, assign, transfer, pledge, mortgage or otherwise dispose of all or a portion any of its interest in the Partnership without the consent (including any transfer or assignment of the General Partner; provided that the General Partner shall not unreasonably withhold all or a part of its consent interest to a Transfer by an IP Limited Partner to a Family Related Partner of such IP Limited Partner. (b) Unless and until the General Partner consents to the admission of a transferee as a substituted Limited Partner in accordance with this Section 7.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become person who becomes an assignee of only a beneficial interest in Partnership profits, losses and distributions even though not becoming a substitute Limited Partner) unless the non-transferring Partner has consented to such transfer or assignment in writing. Notwithstanding anything to the contrary contained in this Section ------- 8.3(a), the Limited Partner will be permitted to transfer its interest in the ------ Partnership if (i) such transfer is made to any Affiliate or wholly owned subsidiary of such interestthe Limited Partner, (ii) there is no material change in the definition, duties or responsibilities of the Advisory Committee as described in Section 6.1 of this Agreement, (iii) BAC enters a written agreement, reasonably ----------- satisfactory to the General Partner, whereby BAC guaranties all outstanding funding commitments and other financial obligations of the Limited Partner, (iv) the transferee succeeds to all rights and becomes subject to all obligations of the Limited Partner with respect to the interest which was transferred, and (v) the transfer would not result in a material increase in the Partnership's liabilities or administrative burdens under applicable laws, including the Investment Company Act of 1940. No As a condition to any transfer or assignment of a Partner's interest (including a transfer not requiring the consent of any other Limited the General Partner), the transferor and the transferee shall provide such legal opinions and documentation as the General Partner shall be required as a condition precedent to any Transfermay reasonably request. (cb) Unless the General Partner otherwise determines in its sole discretion, the The transferor and transferee of any Limited Partner’s 's interest shall be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and expenses) of any Transfer transfer or proposed Transfer transfer of a Limited Partner’s 's interest, whether or not consummated. (dc) Any substituted Limited Partner admitted to the Partnership with the consent of the General Partner shall succeed to all the rights and be subject to all the obligations of the transferring or assigning Limited Partner with respect to the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance transferee of any substituted Limited Partner. Such substituted Limited Partner 's interest shall be treated as having made all of the Capital Contributions made by, and received all of the allocations and distributions received by by, the transferring or assigning Limited Partnertransferor of such interest. (d) Notwithstanding any other provision of this Agreement, no transfer of an interest in the Partnership shall be permitted if anysuch transfer would (i) unless the General Partner otherwise consents in its sole discretion, cause the Partnership to have more than 100 partners, as determined for purposes of Treasury Regulation Section 1.7704-l(h), (ii) cause the Partnership to be treated as a publicly traded partnership within the meaning of Code Section 7704 and Treasury Regulation Section 1.7704-1. (e) Any Transfer that sale, assignment, transfer, pledge, mortgage or other disposition which violates this Section 7.3 8.3 shall be void and the purported ----------- buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Partnership assets, profits, losses, losses or distributions, distributions and neither the General Partner nor the Partnership shall be required to recognize any such purported interest or rights.

Transfer of Limited Partnership Interests. (a) A Limited Partner may not Transfer all shall have the right to assign his right to share in such profits and losses, to receive such distribution or a portion distributions and to receive such allocations of its interest in income, gain, loss, deduction or credit to which the Partnership without assigning Limited Partner was entitled, provided that the assigning Limited Partner obtains the consent of the Managing General Partner to such assignment, which consent may be withheld only if (i) in the opinion of the Managing General Partner the proposed assignment would result in adverse Federal income tax consequences to the Partnership, or (ii) the proposed assignment would not comply with Section 9.1(c) hereof. In the event that the Managing General Partner has not given written notification to the assigning Limited Partner of the Managing General Partner; provided that 's objection to the proposed assignment within sixty (60) days following the assigning Limited Partner's written notice to the Managing General Partner shall not unreasonably withhold its of the proposed assignment, the Managing General Partner's consent to a Transfer by an IP Limited Partner the assignment shall be deemed to a Family Related Partner of such IP Limited Partnerbe given. (b) Unless Notwithstanding the Managing General Partner's consent to a Limited Partner's assignment under subsection (a) of this Section, the assignee shall not become a substituted Limited Partner hereunder unless (i) such assignment is by an instrument, in form and until substance satisfactory to the Managing General Partner, including (A) an expression by the assignee of his intention to be substituted as a Limited Partner and his acceptance and adoption of all of the terms and provisions of this Agreement, as the same may be amended from time to time, and (B) a provision for the payment otherwise than by the Partnership of all reasonable expenses incurred by the Partnership in connection with such admission, including, but not limited to, the cost of preparing, filing and publishing the necessary amendment or amendments to the Certificate of Limited Partnership; and (ii) the Managing General Partner consents shall have given its consent to the admission of a transferee such assignee as a substituted Limited Partner hereunder, which consent may be withheld in accordance with this Section 7.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses and distributions of such interestManaging General Partner's absolute discretion. No consent of any other Limited Partner shall be required as a condition precedent to any Transfer. (c) Unless the General Partner otherwise determines in its sole discretion, the transferor and transferee of any Limited Partner’s interest shall be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Limited Partner’s interest, whether or not consummated. (d) Any substituted Limited Partner admitted to the Partnership with the consent of the General Partner shall succeed to all the rights and be subject to all the obligations of the transferring or assigning Limited Partner with respect to the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance of any substituted Limited Partner. Such Each substituted Limited Partner shall be treated entitled to the same rights and powers as having received all of were possessed by his assignor, including the allocations and distributions received by the transferring right to sell or assigning Limited Partner, if any. (e) Any Transfer that violates this Section 7.3 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no assign his interest in or rights to Partnership assets, profits, losses, or distributions, and neither the General Partner nor the Partnership shall be required in the same manner and subject to recognize any such purported interest or rightsthe same conditions.