PARTNERSHIP FORMATION AND IDENTIFICATION 2.1 Formation. The Partnership was formed by the General Partner and the Initial Limited Partner, without any contnbution of capital, as a limited partnership pursuant to the Delaware Act, by the filing by the General Partner of the Certificate with the Secretary of State and the execution and delivery by the General Partner and the Initial Limited Partner of an initial Agreement of Limited Partnership of the Partnership. The General Partner hereby continues as the sole general partner of the Partnership. Each Person listed on Exhibit A hereto and admitted as a Limited Partner prior to the date hereof hereby continues as a Limited Partner of the Partnership. The Initial Limited Partner, without any further action, withdrew from the Partnership as a limited partner of the Partnership, effective immediately after the Initial Closing, and the business of the Partnership continued without dissolution. Because of his withdrawal, the Initial Limited Partner has no further right, interest or obligation of any kind as a limited partner of the Partnership. 2.2 Name and Place of Business. The name of the Partnership shall be__________________ , LP, or such other name or names as may be selected by the General Partner from time to time with written notice given to the Partners of such change. The principal place of business of the Partnership shall be ___________________________________ , unless changed by the General Partner with wntten notice given to the Partners of such change. The Partnership may also maintain such other offices at such other places as the General Partner may deem advisable. 2.3 Address of Partners. The addresses of the Limited Partners shall be those set forth in the Partnership records maintained by the General Partner. The address of the General Partner is the same as that set forth in Section 2.2 above. A Limited Partner may change its address in the Partnership records by wntten notice to the General Partner, and the General Partner may change its address by wntten notice to the Partners. 2.4 Certificate. The General Partner has prepared, executed and delivered the Certificate pursuant to the Delaware Act. The Certificate has been filed by the General Partner in the office of the Secretary of State. 60