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complete liquidation.Upon compliance with the foregoing manner of distribution,all Partners shall <br /> be relieved of the burdens and benefits of their association hereunder. <br /> 10.4 Responsibility for Contributions.The General Partners shall not be personally liable <br /> for the return of all or any part of the Capital Contributions of the Partners to the Partnership. <br /> 11. Appointment of General Partners as Attorney-in Fact. <br /> 11.1 Appointment. The Limited Partners and Transferees, by their execution of this <br /> Agreement,and any transferees of such interest,irrevocably constitutes and appoints,with full power <br /> of substitution,the General Partners(who may act alone or together),their true and lawful attorney- <br /> in-fact with full power and authority, in their name, place, and stead to execute, certify, <br /> acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as <br /> may be necessary or appropriate to carry out the provisions of this Agreement, including, but not <br /> limited to, the following: <br /> (a) All certificates and other instruments(including counterparts of this Agreement <br /> and the Certificate of Limited Partnership), and any amendment thereof, which any Person <br /> deems appropriate to form, qualify,or continue the Partnership as a limited partnership(or <br /> a partnership in which the Limited Partners will have limited liability comparable to that <br /> provided by the Act on the date hereof) in any jurisdiction in which the Partnership may <br /> conduct business or in which such formation,qualification,or continuation is,in the opinion <br /> of any such Person, necessary to protect the limited liability of the Limited Partner; <br /> (b) Any other instrument or document which may be required to be filed by the <br /> Partnership under the laws of any state or which any such Person deems advisable to file; <br /> (c) All amendments to this Agreement and the Certificate of Limited Partnership <br /> adopted in accordance with the terms hereof and all instruments which any such Person <br /> deems appropriate to reflect a change or modification of the Partnership in accordance with <br /> the terms of this Agreement; and <br /> (d) Any instrument or document, including amendments to this Agreement and the <br /> Certificate of Limited Partnership, which may be required to effect the continuation of the <br /> Partnership,the admission of a Limited Partner or substitute Limited Partner or an additional <br /> or substitute General Partner,or the dissolution and termination of the Partnership(provided <br /> such continuation,admission or dissolution and termination are in accordance with the terms <br /> of this Agreement). <br /> 11.2 Irrevocable. The appointment by the Limited Partners and their Transferees of each <br /> such Person as his or her attorney-in-fact is irrevocable and shall be deemed to be a power coupled <br /> with an interest, in recognition of the fact that each of the Partners under this Agreement will be <br /> relying upon the power of such Persons to act as contemplated by this Agreement in any filing and <br /> 462364.9 1/2/02 24 <br />