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~~~ ~ ~~ CERTIFICATE GP LI.'RITEl3 PART'+ERSEIP OF CRESTKOG~ LiD. ke, the undersigned, desiring to record this Certificate of Limited Partner- ship, do hereby certify as follows: I. The name of the Limited Partnership i~ Crestwood Ltd. _TI. The business of the Partnership is to invest in, acquire, hold, maintain, mortgage, operate, improve, develop, sell, exchange, lease and other- wise use real property and interests in the real estate described on Exhibit A attached hereto and by this reference incorporated herein, and to engage in any and all activities related or incidental thereto. The General Partner may enter into any agreement, including agreements with the General Partner in a capacity independent of the Partnership, or with an employee or affiliate of the General Partner, which, in the opinion of the General Partner is necessary or desirable to promote the business and affairs of the Partnership. The General Partner shall not be liable, responsible or accountable in damages or otherwise to the Partnership or to any Limited Partner for any act performed by it within the scope of the Agreement in connection with the affairs of the Partnershig, except with respect to any misrepresenta*_io:? or the breach of any covenant contained in the Agreement or for fraud, bad fa_eh or gross negligence. Ttie General Partner shall not be personally liable for the return of the Limited Partners' investment in the Partnership, which shall be made solely in accordance with the terms of the Agreement. In the event the General Partner, on behalf of the Partnership, er._a2s nto an agreement or otherwise deals with himself in a capacity indepe.:3er.~ of the Partnership, or with an employee or affiliate of himself, any such agreement or other dealing shall be fully disclosed to the Limited Partners, shall be consistent with the grovisions of the Agreement, and shall be at least as favorable to the Partnership as would be obtainable in an arras-Zength transaztion with other unaffiliated persons rendering comparable services. III. The locatirn of the principal place of, business in 4747 First Avenue S.E., Cedar Rapids, Iona 52402, or at such other 'place as may from time to time be established by the General Partner on written notice to each Limited Partner. ZV. The names and places of residence of each of the members of the Limited Partnership are set forth on Exhibit 13 attached hereto and by tit?s reference incorporated herein. V. The term of the Partnership shall be from the date of filing this Certi€icate of Limited Partnership with the Recorder of Linn County, Iowa, until forty-one (41) years hence, unless earlier dissolved upon the occurrence of any of the following even*_s: -1-