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property and the allocations of profits, losses, income, gains, deductions, credits or similar items to which the dissolved Limited Partner would otherwise be entitled to pursuant to the provisions of this Agreement. A transferee of the dissolved Limited Partner may apply for admission to the Partnership as a substituted Limited Partner to the extent of the Limited Partnership interest held by such transferee and may, by approval of all of the Partners, be so admitted, upon compliance with the provisions if this Article. 10.03 Insolvency of Limited Partner. In the event of the insolvency or adjudication of bankruptcy, whether voluntary or involuntary, during the tei7n fixed for the continuance of the Partnership, the Partnership shall not be dissolved nor shall its business terminate, but instead the trustee or other legal representative of the bankrupt or insolvent Limited Partner shall succeed to the rights of such Limited Partner (but shall not become a substituted Limited Partner hereunder unless the consent of all of the other Partners is obtained), and shall be entitled to receive the distributions of cash and other property and the allocations of profits, losses, income, gains, deductions, credits or similar items to which the banlaupt or insolvent Limited Partner would otherwise be entitled to pursuant to the provisions of this Agreement. A trustee or other legal representative for a bankrupt or insolvent Limited Partner may apply for admission to the Partnership as a substituted Limited Partner to the extent of the Limited Partnership interest of such bankrupt or insolvent Limited Partner and may, by approval of all of the Partners, be so admitted, upon compliance with the provisions of this Article. 10.04 Power of Attorney. Each of the Limited Partners hereby irrevocably designates the General Partner, including a successor General Partner, as its true and lawful attorney in its name, place and stead to execute and acknowledge: (i) any certificate or other instrument required to be filed by the Partnership, including the Certificate of Limited Partnership and any amendment thereto; and (ii) any and all documents appropriate or necessary in connection with the continuation, termination or dissolution of this Partnership. The creation of the foregoing power of attorney is coupled with an interest and shall be irrevocable. ARTICLE 11 TERMINATION OF THE PARTNERSHIP 11.01 Termination of the Partnership. The Partnership shall be terminated and dissolved upon the first to occur of the following: (i) upon the expiration of the term of Partnership if any; (ii) at any time when there shall be no General Partner and a new General Partner shall not have been designated as provided herein; (iii) upon the sale of all or substantially all the assets of the Partnership; or (iv) upon the consent of (i) the General Partner; and (ii) Limited Partners owning a sixty -six and two - thirds percent (66 -2/3 %) or greater interest in the Limited Partnership Units; provided, however, that no such demand for termination and dissolution may be made by the 11