Limited Partnership Certificate

LIMITED PARTNERSHIP CERTIFICATE

The undersigned, General Partner Name: and Organizer/Authorized Agent Name: (collectively the Filing Parties), hereby certify under penalty of perjury that the facts stated herein are true and correct and that the parties have caused a limited partnership to be formed pursuant to the laws of the jurisdiction of formation: to be known by the name: .

RECITALS

WHEREAS, the Filing Parties desire to form a limited partnership pursuant to the applicable partnership act of the jurisdiction of formation for the purpose of conducting lawful business as provided in this Certificate and the Partnership Agreement executed by the partners; and

WHEREAS, the General Partner has agreed to assume the management and control of the limited partnership and to be responsible for the liabilities of the partnership to the extent provided under law; and

WHEREAS, the Filing Parties intend that this Certificate be executed and delivered for the purpose of evidencing the formation of the limited partnership and to satisfy requirements for filing with the appropriate state office.

NOW, THEREFORE

The Filing Parties hereby adopt the following statements as the Certificate of Limited Partnership and declare that the limited partnership shall be governed by the provisions set forth below.

1. NAME

The name of the limited partnership is: . The partnership is a limited partnership formed pursuant to the limited partnership statutes of the jurisdiction of formation and shall use that name in all business and legal transactions.

2. EFFECTIVE DATE

This Certificate shall become effective on the date of filing by the appropriate state office or on the effective date specified below, if a delayed effective date is selected: .

3. PRINCIPAL OFFICE

4. REGISTERED AGENT AND OFFICE

5. GENERAL PARTNER(S)

The name and business address of each initial general partner is as follows:

If any general partner is an entity, specify the entity's jurisdiction of organization and principal office:

6. DURATION

The limited partnership shall continue until the earlier of (a) the date specified herein, or (b) dissolution in accordance with the Partnership Agreement and applicable law. If a fixed termination date is desired, enter date: . If perpetual, enter "perpetual" in the field below:

7. PURPOSE

The purpose of the limited partnership is to engage in any lawful business or activity for which limited partnerships may be formed under the laws of the jurisdiction of formation, including, but not limited to: . The partnership shall possess all powers necessary or convenient to carry out its business.

8. CAPITAL CONTRIBUTIONS

The initial capital contributions of the partners shall be as set forth in the Partnership Agreement. The initial cash or other property contributed by the partners is described as follows:

9. LIMITED PARTNERS AND LIABILITY

The names and addresses of initial limited partners and their contributions, if any, are set forth below. A limited partner shall not be personally liable for the debts, obligations, or liabilities of the partnership beyond the extent of the partner's capital contribution except as otherwise required by law.

10. MANAGEMENT AND AUTHORITY

The general partner(s) shall have exclusive authority to manage the business and affairs of the partnership, to make binding contracts, incur obligations, and to bind the partnership in all respects. Limited partners shall have only those rights and powers conferred by the Partnership Agreement and applicable law. The partnership shall indemnify and hold harmless partners and officers for actions taken in good faith on behalf of the partnership to the fullest extent permitted by law.

11. ALLOCATIONS AND DISTRIBUTIONS

Allocations of profits and losses, the timing and manner of distributions, and related accounting matters shall be governed by the Partnership Agreement. Unless otherwise provided in the Partnership Agreement, distributions shall be made at the discretion of the general partner(s).

12. AMENDMENTS

This Certificate may be amended by filing an amendment in accordance with the applicable partnership statute and by compliance with any approval provisions in the Partnership Agreement. Any amendment affecting the rights or liabilities of partners shall be effective only as provided by law and the Partnership Agreement.

13. NOTICES

All notices required or permitted under this Certificate shall be in writing and delivered to the addresses set forth in this Certificate or to such other address as a partner designates by written notice to the partnership. Notice address for partnership:

14. GOVERNING LAW

This Certificate and the rights of the partners shall be governed by and construed in accordance with the laws of the jurisdiction of formation: , without regard to conflicts of law principles.

15. ENTIRE AGREEMENT

This Certificate, together with the Partnership Agreement and any amendments hereto, constitutes the entire understanding and agreement among the partners with respect to the subject matter hereof and supersedes all prior agreements, arrangements, and understandings, whether written or oral.

16. SEVERABILITY

If any provision of this Certificate is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

17. FILING

This Certificate is executed for the purpose of filing with the appropriate state office to evidence the formation of the limited partnership and to comply with statutory filing requirements.

EXECUTION

IN WITNESS WHEREOF, the undersigned have executed this Certificate under penalty of perjury as of the date set forth below.

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