Transfer of the General Partner. The General Partner may, at any time, assign all or a portion of its Partnership Interest to any Affiliate and, in the General Partner’s sole discretion, admit the Affiliate as an additional or substitute General Partner (and/or a Limited Partner in the case of any Unit owned by the General Partner). The consent of the Limited Partners to the admission of any Affiliate as an additional or substitute General Partner (and/or a Limited Partner in the case of any Unit owned by the General Partner) shall not be required. In addition, without the consent of the Limited Partners, the General Partner may, at the General Partner’s expense, be reconstituted as or converted into a corporation, partnership, or other form of entity (any such reconstituted or converted entity being deemed to be the General Partner for all purposes hereof) by merger, consolidation, conversion, or otherwise, or Transfer its Partnership Interest (in whole or in part) to one of its Affiliates so long as (i) such reconstitution, conversion, or Transfer does not have material adverse tax or legal consequences for the Limited Partners; (ii) such other entity is under common control with the General Partner; and (iii) such other entity shall have assumed in writing the obligations of the General Partner under this Agreement and any other related agreements of the General Partner. Additionally, the General Partner may, at any time and without the consent of the Limited Partners, pledge its economic (but not management) interest in the Partnership to secure a borrowing pledge related to the activities or operations of the Partnership.
Transfer of the General Partner
