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~. 79-- ~ ~'a ~1:l~ insol:ren,y er zer°oval of the General Partner, elect a new General Partner and continue the Partnership. XI`s. The Limited Partners have no right to deLand and receive property other than cash ir_ return for their capital contribution. XV. Each Limited Partner by their execution hereof, irrevocably consti- tutes and appoints the General Partner as his true and lawful attorney-in-fact with full power and authority in his name, place, and stead, to execute, ackrcwledge, deliver, swear to, file, and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of the Agreement and this Certificate, `n:.ludirg but not limited to: (i) all certificates and other instruments, and any amendments thereto, which the General Partner deems appropriate to form, qualify or continue the Partner- ship as a limited partnership in the jurisdiction in which the Partnership may conduct business or in which such fozmatian, qualification ar continuation is, in the opinion of the General Partner, necessary to protect the limited liabil- ity of the Limited Partners; (ii) all amendments to the Agreement and this Cer`ificate approved in accordance with the terms of the Agreement and all instzumer.ts which the General Partner deems appropriate to reflect a change or modification of the Partnership in accordance with the terms of the Agreement; and (iii} alI conveyances and other instruments which the General Partner deems appropriate to reflect ttie dissolution and termination of the Partnership. The appointment by the Limited_Partners of tt~e General Partner as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Limited Partners under the Agreement and this Certificate will be relying upon the power of .*.he General Partner to act as contemplca ed by the Agreement and this Certificat: it any fili.ag and other action by them on behalf of the Partnership. Such appointment shall survive the bankruptc}', d+~:th, incompetence or dissolution of any person hereby giving such power and tLe trar.sfcr or assignment of all or any part of. the interest in this Limited P:~rtnership owr d b~ such person. In the event of the transfer by a Limited Partner of his '.nte_est in this Limited Partnership, however, the faregoiag power of attorney of a transferor Limited ?artner shall survive such transfer only until such time as the transferee shall have been admitted to the Paztnez- ship as a Substituted Limited Partner and all required documents aad instru:ents shall have been dyly executed, filed and recorded to effecC such substitution. The undersigned agree that this Certificate may be executed and sworn iri multiple counterparts each of said counterparts constituting an original and all together one cart:Yicate. IN WITNESS WHEREOF, this Certificate has been duly executed by the parties hereto on the date set forth below the signature of each such party. GENERAL PARTNER: ~- ( - L JO F. SidEENEY - General Partner ~- z-~ ~ Date executed: -3- l_._.