Exhibit 3.53
[NAME OF LIMITED PARTNERSHIP]
LIMITED PARTNERSHIP AGREEMENT
This Limited Partnership Agreement is made as of this ________ day of
_____________________ by and between the undersigned parties (the "Partners") in
accordance with the __________________________________ of the State of
_______________________ (the "Act").
The Partners, in consideration of the mutual promises contained herein
and intending to be legally bound, agree as follows:
SPECIFIC TERMS
1. The name of the Limited Partnership (the "Partnership") and
the address of the Partnership's principal office are
_________________________________________________________.
2. The name and address of the General Partner are
_______________________________, a __________________________,
________________________________________________.
3. The name and address of the Limited Partner are
_______________________________, a _________________________,
or its designee, __________________________________.
4. The percentage interests and capital contributions of the
Partners are as follows:
General Partner Percentage Interest Capital Contribution
--------------- ------------------- --------------------
[NAME]
Limited Partner
[NAME]
5. The date of formation of the partnership is __________________.
GENERAL TERMS
In addition to the above-specified Specific Terms, the Partners agree
as follows:
1. The terms and conditions specified in the Limited Partnership
Certificate for the Partnership attached hereto are
incorporated herein by reference and shall be part of this
Agreement.
2. To the extent not specified or incorporated herein, the
Partnership shall be governed by the Act.
3. A Limited Partner's interest may be assigned in whole or in
part at any time, and an assignee of a Limited Partner may
become a Limited Partner, without the prior written consent of
the General Partner.
4. All profits and losses of the Partnership shall be shared and
borne by, and all distributions by the Partnership shall be
made to, the Partners in accordance with their Percentage
Interests, as set forth above.
5. The General Partner shall have the authority to act on all
matters for and on behalf of the Partnership without the prior
written consent of the Limited Partner.
IN WITNESS WHEREOF, the Partners have duly executed this Partnership
Agreement as of the day and year first written above, intending this Partnership
Agreement to be effective as of the date of formation specified above.
GENERAL PARTNER
[NAME]
By: ___________________________
Name:
Title:
Attest:___________________________
Name:
Title:
LIMITED PARTNER
[NAME]
By: ___________________________
Name:
Title:
Attest:___________________________
Name:
Title:
