GLOUS143 Henry Nicholas Proprietary and Confidential 11.1.2 Consent of General Partner. The prior written consent of the General Partner, which may be granted or withheld in its sole discretion, shall be required for any Transfer of all or part of any Limited Partner's interest in the Partnership, including a Transfer of solely an economic or synthetic interest in the Partnership. In determining whether to grant its consent to a Transfer, the General Partner shall take into account whether such Transfer would result in the "termination" of the Partnership pursuant to Section 708 of thc Code and, if so, whether such termination would result in material adverse income tax consequences or material additional expense to the Partnership or any Partner. 11.1.3 No Public Trading in Partnership Interests. The General Partner shall not cause or permit any offering of interests in the Partnership to be registered under the Securities Act or to become "traded on an established securities market or the substantial equivalent thereof." and shall withhold its consent to any Transfer that. to the General Partner's knowledge after reasonable inquiry, otherwise would be accomplished by a trade on a "secondary market or the substantial equivalent thereof." in each case within the meaning of Sections 7704 or 469(k) of the Code and the applicable Treasury Regulations. 11.1.4 No Recognition of Certain Transfers. No Transfer of any "partnership interest" (as defined in Treasury Regulation Section 1.7704-1(a)(2)) in the Partnership or portion thereof or derivative interest therein shall be permitted or "recognized" (within the meaning of Treasury Regulation Section 1.7704-1(d)) by the Partnership or the General Partner unless either (a) the General Partner determines that either such Transfer or the Partnership (immediately after such Transfer) will qualify, for a safe harbor set forth in the Treasury Regulations under Section 7704 or (b) the General Partner otherwi