12.5 Transfers By Foundation Partners. If a Foundation Partner delivers an opinion of counsel, reasonably acceptable in form and substance to the General Partner, to the effect that, as a result of a change in law occurring after the date of this Agreement, there is a material likelihood that the continued ownership of its interest in the Partnership would subject such Foundation Partner to excise taxes imposed by Subchapter A of Chapter 42 of the Code (other than Sections 4940 and 4942 thereof) or cause a material violation or material breach of the fiduciary duties of such Foundation Partner's trustees under any federal or state law applicable to pnvate foundations or any rule or regulation adopted thereunder by any agency, commission or authority having jurisdiction, the General Partner will assist such Foundation Partner in locating a transferee of all or part of its interest in the Partnership and, subject to Section 12.2, will not unreasonably withhold its consent to the transfer by such Partner of all or part of its interest in the Partnership.
SECTION 13. POWER OF ATTORNEY
13.1 Appointment of General Partner as Attorney for Limited Partners . Each Limited Partner, by becoming a Limited Partner, makes, constitutes and appoints the General Partner its true and lawful attorney-in-fact, in its name, place and stead, with full power to do any of the following:
(a) Execute on its behalf, file and record this Agreement and all amendments to this Agreement made and otherwise approved in accordance with Section 20.1;
(b) Prepare, execute on its behalf, verify, file and record amendments to this Agreement or to the books and records of the Partnership reflecting a change of the name or location of the principal place of business of the Partnership, a change of the name or address of any Limited Partner, the admission of Limited Partners, the disposal by a Limited Partner of its Interest in any manner, a Person becoming or ceasing to be a General Partner, a Person being admitted as an Additional Limited Partner or Substituted Limited Partner of the Partnership, the exercise by any Person of any right or rights hereunder, the correction of typographical or similar errors, any