PARRIS N. GLENDENING, Governor

Ch. 654

(4)      UNREASONABLY REDUCE THE DUTY OF CARE UNDER § 9-404(C) OR §
9-603(B)(3) OF THIS TITLE;

(5)      ELIMINATE THE OBLIGATION OF GOOD FAITH AND FAIR DEALING
UNDER § 9-404(D) OF THIS TITLE, BUT THE PARTNERSHIP AGREEMENT MAY
PRESCRIBE THE STANDARDS BY WHICH THE PERFORMANCE OF THE OBLIGATION IS
TO BE MEASURED, IF THE STANDARDS ARE NOT MANIFESTLY UNREASONABLE;

(6)      VARY THE POWER TO DISSOCIATE AS A PARTNER UNDER § 9-602(A)
OF THIS TITLE, EXCEPT TO REQUIRE THE NOTICE UNDER § 9-601(1) OF THIS TITLE TO
BE IN WRITING;

(7)      VARY THE RIGHT OF A COURT TO EXPEL A PARTNER IN THE EVENTS
SPECIFIED IN § 9-601(5) OF THIS TITLE;

(8)      VARY THE REQUIREMENT TO WIND UP THE PARTNERSHIP BUSINESS
IN CASES SPECIFIED IN § 9-801(4), (5), OR (6) OF THIS TITLE;

(9)      VARY THE LAW APPLICABLE TO A LIMITED LIABILITY PARTNERSHIP
UNDER SECTION 9-106 OF THIS SUBTITLE; OR

(10)    RESTRICT RIGHTS OF THIRD PARTIES UNDER THIS TITLE.
9-104. SUPPLEMENTAL PRINCIPLES OF LAW.

(A)     UNLESS DISPLACED BY PARTICULAR PROVISIONS OF THIS TITLE, THE
PRINCIPLES OF LAW AND EQUITY SUPPLEMENT THIS TITLE.

(B)     IF AN OBLIGATION TO PAY INTEREST ARISES UNDER THIS TITLE AND THE
RATE IS NOT SPECIFIED, THE RATE IS THAT SPECIFIED IN § 11-107(A) OF THE COURTS
ARTICLE

9-105. EXECUTION, FILING, AND RECORDING OF STATEMENTS.

(A)     A STATEMENT MAY BE FILED WITH THE DEPARTMENT. A CERTIFIED
COPY OF A STATEMENT THAT IS FILED IN AN OFFICE IN ANOTHER STATE,
CONTAINING SUBSTANTIALLY THE SAME INFORMATION AS REQUIRED FOR A
STATEMENT FILED UNDER THIS TITLE, MAY BE FILED WITH THE DEPARTMENT.
EITHER FILING HAS THE EFFECT PROVIDED IN THIS TITLE WITH RESPECT TO
PARTNERSHIP PROPERTY LOCATED IN OR TRANSACTIONS THAT OCCUR IN THIS
STATE.

(B)     A STATEMENT OF PARTNERSHIP AUTHORITY FILED BY A PARTNERSHIP
MUST BE EXECUTED BY AT LEAST TWO PARTNERS. OTHER STATEMENTS MUST BE
EXECUTED BY A PARTNER OR OTHER PERSON AUTHORIZED BY THIS TITLE. AN
INDIVIDUAL WHO EXECUTES A STATEMENT SHALL PERSONALLY DECLARE UNDER
PENALTY OF PERJURY THAT THE CONTENTS OF THE STATEMENT ARE ACCURATE.

(C)     A PERSON AUTHORIZED BY THIS TITLE TO FILE A STATEMENT MAY
AMEND OR CANCEL THE STATEMENT BY FILING AN AMENDMENT OR
CANCELLATION THAT NAMES THE PARTNERSHIP, IDENTIFIES THE STATEMENT, AND
STATES THE SUBSTANCE OF THE AMENDMENT OR CANCELLATION.

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