STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

·   THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

·   FIRST:  The name of the limited partnership is

RESOURCE REAL ESTATE INVESTORS 6, L.P.

·   SECOND:  The address of the registered office in the State of Delaware is:

110 S. POPLAR STREET, SUITE 101 in the city of

WILMINGTON, DE 19801.

The name of Registered Agent as such address is ANDREW M. LUBIN

·   THIRD:  The name and mailing address of each general partner is as follows:

RESOURCE CAPITAL PARTNERS, INC.

GENERAL PARTNER

ONE CRESCENT DRIVE, SUITE 203

NAVY YARD CORPORATE CENTER

PHILDELPHIA, PA 19112

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of as of July 26, 2007.

           RESOURCE REAL ESTATE INVESTORS 6, L.P.

           By:           RESOURCE CAPITAL PARTNERS, INC.

             GENERAL PARTNER

         By:           /s/ Darshan V. Patel

                                          Darshan V. Patel

                               Chief Legal Officer and Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:30 AM 7/30/2007

Filed 11:30 AM 7/30/2007

SRV 070867004 – 4398108 FILE