This Agreement shall be binding upon and shall inure to the benefit of the respective Parties and their permitted successors and assigns.  The Partnership’s rights under this Agreement may not be assigned other than to a wholly-owned subsidiary of the Partnership, without the prior written consent of Fund G, which consent may be withheld for any reason, and Fund G’s rights under this Agreement may not be assigned, without the prior written consent of the Partnership, which consent may be withheld for any reason.  Any purported assignment in violation of the foregoing shall be void ab initio .