Ch. 654                                    1997 LAWS OF MARYLAND                         

(i) Each county in the State where a foreign limited partnership party
to the merger, except the successor, owned an interest in land;                   

(ii) The name of each party to the merger;

(iii) The place under the laws of which each party was organized;

(iv) The name of the successor; and

(v) If the successor is a foreign limited partnership, OR FOREIGN
PARTNERSHIP, the name and business, residence, or mailing address of, each of the
general partners of the successor.

(3) THE CERTIFICATE SHALL BE EXECUTED:

(I)      IN THE CASE OF A PARTNERSHIP, IN THE MANNER REQUIRED
IN § 9-903 OF THIS ARTICLE;                                                                       

(II)    IN THE CASE OF A LIMITED PARTNERSHIP, BY ALL OF THE
GENERAL PARTNERS;                                                                                 

(III)   IN THE CASE OF A LIMITED LIABILITY COMPANY IN THE
MANNER REQUIRED IN § 4A-206 OF THIS ARTICLE; AND

(IV)   IN THE CASE OF A CORPORATION OR BUSINESS TRUST, IN THE
MANNER REQUIRED BY TITLE 1 OF THIS ARTICLE.

(c)     If a copy of the document effecting the merger has not been filed with the
Department as provided in Title 10 of this article, the successor shall 'file with the
Department an officially certified copy of that document.

(d)     When the Department receives the articles and any certificate of the
successor, it shall prepare and file certificates of merger in the manner provided for
Maryland limited partnerships. However, the certificate of merger need not state the
principal office in the State of any [limited partnership] SUCCESSOR that does not have
a principal office, and the certificate shall include the other information specified in the
certificate filed by the successor.

10-1001.                                                                                                     

A limited partner may bring a derivative action to enforce a right of a limited
partnership to recover a judgment in its favor to the same extent that a stockholder may
bring an action for a derivative suit under the corporation law of Maryland. Such an
action may be brought if general partners with authority to do so have refused to bring the
action or if an effort to cause those general partners to bring the action is not likely to
succeed. The derivative action may not be maintained if it appears that the plaintiff does
not fairly and adequately represent the interests of the limited partners in enforcing the
right of the LIMITED partnership.

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