the partners shall execute and cause to be recorded a certificate of limited  partnership and any additional documents as may be necessary or appropriate to form a limited partnership pursuant to the laws of the state of             . the funds of the partnership shall be deposited in such separate federally insured bank account or accounts as may be required, and the general partners shall arrange for the appropriate conduct of such account or accounts. in the event                                                                     resigns, ceases to be a general partner of the partnership, or is unable or unwilling to serve as tax matters partner for any reason,                                       shall serve as tax matters partner, or in the event                      is unable or unwilling to serve as tax matters partner, a successor tax matters partner shall be elected by a unanimous vote of the partners. except as otherwise provided in this agreement, a limited partner shall not take part in, or interfere in any manner with, the conduct or control of the business of the partnership and shall have no right or authority to act for or bind the partnership.