Atlanta Marriott Marquis II Limited Partnership §5(G) 11/21/1997

§ 5.G unavailable for the proposed sale or transfer of limited partnership interests of one Delaware limited partnership (the “Surviving Partnership”) in connection with the merger of another Delaware limited partnership (the “Merging Partnership”) with and into the Surviving Partnership, because neither the Surviving Partnership nor the Merging Partnership is a corporation. Also, the staff declined to recommend no action to register the offer and sale of the limited partnership interests of the Surviving Partnership to the Texas residents that are limited partners of the Merging Partnership.

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