ERISA to substantially the same extent as if owned directly by any ERISA Partner;
(vi) The General Partner receives a notice of assignment signed by both the assignor and assignee, in a form reasonably approved by the General Partner; and
(vn) Such transfer complies with Section 12.3.
(b) Provided the foregoing conditions are met, the assignee may become a Substituted Limited Partner if and only if:
(I) The General Partner has consented in writing to the substitution (which consent may be unreasonably withheld) except that the General Partner shall be deemed to have consented to the admission of a transferee in a Permitted Transfer;
(II) The assignor and assignee execute, acknowledge and deliver such instruments as the General Partner deems necessary, appropnate or desirable to effect such substitution, including the written acceptance and adoption by the assignee of the provisions of this Agreement and the execution, acknowledgment and delivery to the General Partner of a power of attorney, the substance of which shall be consistent with Section 13; and
(in) The Substituted Limited Partner agrees to bear all expenses and costs of such substitution, including legal fees and filing fees of the Partnership.
(c) An assignee, legal representative or successor in interest of a Limited Partner shall be subject to all of the restnctions upon a Limited Partner provided in this Agreement.
(d) An assignee of an Interest who desires to make a further assignment shall be subject to all of the provisions of this Section