Certificate of Limited Partnership

CERTIFICATE OF LIMITED PARTNERSHIP

This Certificate of Limited Partnership is executed to form a limited partnership under the laws of the State of Formation: . The name of the limited partnership shall be: Limited Partnership Name: . General Partner Name: . Organizer Name: . Effective Date: .

RECITALS

WHEREAS, the undersigned parties desire to form a limited partnership pursuant to the applicable provisions of the statutes of the State of Formation to carry on the business described herein; and

WHEREAS, the parties intend that this Certificate shall set forth the matters required by statute and the initial arrangements among the partners with respect to the limited partnership's formation, governance and operation; and

WHEREAS, the parties acknowledge that the filing of this Certificate with the appropriate public official constitutes the formation of the limited partnership under the laws of the State of Formation.

NOW, THEREFORE, the undersigned certify as follows:

1. NAME

The name of the limited partnership formed hereby is: (the "Partnership").

2. DURATION

The Partnership shall commence on the Effective Date set forth above and shall continue until dissolved pursuant to the terms of this Certificate or by operation of law. Term (if perpetual, state "Perpetual"): .

3. PURPOSE

The purpose of the Partnership is to engage in any lawful business for which limited partnerships may be formed under the laws of the State of Formation and to exercise all powers necessary or convenient to accomplish that purpose, including but not limited to:

4. PRINCIPAL OFFICE

5. REGISTERED AGENT AND REGISTERED OFFICE

6. NAMES AND ADDRESSES OF GENERAL PARTNER(S)

The name and business address of each initial general partner are set forth below. Additional general partners may be added in accordance with the Partnership agreement.

7. LIMITED PARTNERS

The names and addresses of the initial limited partners and the description of their initial contributions are set forth below. Admission of additional limited partners shall be governed by the Partnership agreement.

8. CAPITAL CONTRIBUTIONS

The initial capital contributions, the agreed value of non-cash contributions, the manner and time of additional contributions, and the allocation of profits, losses and distributions shall be as set forth in the Partnership agreement executed by the partners. Summary of initial capital contributions is set forth below.

9. MANAGEMENT AND AUTHORITY

Unless otherwise provided in the Partnership agreement, the general partner(s) shall have exclusive authority to manage and control the Partnership's business and affairs, including the power to bind the Partnership in dealings with third parties. Limited partners shall not participate in the control of Partnership business and shall have the liability protections afforded limited partners under applicable law, except as otherwise provided by statute.

10. LIABILITY

The liability of limited partners for the debts and obligations of the Partnership shall be limited to the extent provided by statute and the Partnership agreement. No act or omission of any limited partner shall alone subject such limited partner to liability beyond its capital contributions, except as required by law.

11. AMENDMENTS

This Certificate may be amended from time to time as permitted by applicable statute. Any amendment that changes the matters required to be stated in this Certificate shall be set forth in a filed amendment signed and acknowledged in the manner required by law.

12. DISSOLUTION AND WINDING UP

Upon dissolution, the Partnership shall wind up its affairs, liquidate its assets, satisfy claims against the Partnership and distribute any remaining assets to the partners in accordance with the Partnership agreement and applicable law. The general partner(s) shall act as persons responsible for winding up the business of the Partnership unless otherwise determined by the partners.

13. NOTICES

14. GOVERNING LAW

This Certificate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Formation without regard to conflicts of laws principles.

15. ENTIRE AGREEMENT

This Certificate, together with the Partnership agreement and any amendments filed of record, constitutes the entire statement of those matters required by statute to be set forth in this Certificate and supersedes all prior statements with respect to such matters.

16. SEVERABILITY

If any provision of this Certificate is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

AUTHORIZATION

The undersigned certify that the statements contained in this Certificate are true and correct and that the undersigned have the authority to execute this Certificate on behalf of the parties identified herein.

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