§ 121-303. Liability to third parties. (a) Except as provided in
subdivision (d) of this section, a limited partner is not liable for the
contractual obligations and other liabilities of a limited partnership
unless he is also a general partner or, in addition to the exercise of
his rights and powers as a limited partner, he participates in the
control of the business. However, if the limited partner does
participate in the control of the business, he is liable only to persons
who transact business with the limited partnership reasonably believing,
based upon the limited partner's conduct, that the limited partner is a
general partner.

(b) A limited partner does not participate in the control of the
business within the meaning of subdivision (a) of this section by virtue
of doing one or more of the following:

(1) being a contractor for or transacting business with, including
being a contractor for, or an agent or employee of the limited
partnership or of a general partner or an officer, director or
shareholder of a corporate general partner, or a member, manager or
agent of a limited liability company that is a general partner of the
limited partnership, or a partner of a partnership that is a general
partner of the limited partnership, or a trustee, administrator,
executor, custodian or other fiduciary or beneficiary of an estate or
trust which is a general partner, or a trustee, officer, advisor,
shareholder or beneficiary of a business trust which is a general
partner, or acting in such capacity;

(2) consulting with and advising or rendering professional services to
a general partner with respect to any matter, including the business of
the limited partnership;

(3) acting as surety or endorser for the limited partnership, or
guaranteeing or providing security for or lending money to or assuming
one or more debts of the limited partnership;

(4) approving or disapproving an amendment to the partnership
agreement, or calling, requesting, or participating in any meeting of
general and limited partners or limited partners;

(5) taking any action to bring, prosecute, or terminate any derivative
action brought in the right of the limited partnership;

(6) proposing, approving, disapproving, or voting on any one or more
of the following matters:

(A) the amendment of the partnership agreement or certificate of
limited partnership;

(B) the dissolution and winding up of the limited partnership;

(C) the sale, exchange, lease, mortgage, assignment, pledge, or other
transfer of, or granting of a security interest in, any asset or assets
of the limited partnership;

(D) the merger or consolidation of the limited partnership or election
to continue the business of the limited partnership;

(E) the incurrence, renewal, refinancing or payment or other discharge
of indebtedness by the limited partnership;

(F) a change in the nature of the business;

(G) the admission or removal of a partner;

(H) a transaction or other matter involving an actual or potential
conflict of interest;

(I) in respect of a limited partnership which is registered as an
investment company under an act of Congress entitled Investment Company
Act of 1940, any matter required by said Investment Company Act of 1940,
or the rules and regulations promulgated thereunder, to be approved by
holders of beneficial interests in an investment company;

(J) such other matters as are required for submission to limited
partners by federal or state securities laws or rules or regulations
thereunder, or rules of self-regulatory bodies governing the trading of
limited partnership interests;

(K) the indemnification of any partner or other person; or

(L) such other matters as are stated in the partnership agreement to
be subject to approval, disapproval or vote by the limited partners;

(7) consulting with or advising, or being an officer, director,
shareholder, partner, member, manager, agent or employee of, or being a
fiduciary for, any person in which the limited partnership has an
interest;

(8) winding up the limited partnership pursuant to section 121-803 of
this article; or

(9) exercising any right or power permitted to limited partners under
this article and not specifically enumerated in this subdivision.

(c) The enumeration in subdivision (b) of this section does not mean
that the possession or exercise of any other powers by a limited partner
constitutes participation by him in the control of the business of the
limited partnership.

(d) A limited partner who expressly consents in writing to his name
being used in the name of the limited partnership is liable to creditors
who extend credit to the limited partnership without actual knowledge
that the limited partner is not a general partner.

(e) A limited partner does not participate in the control of the
business within the meaning of subdivision (a) of this section
regardless of the nature, extent, scope, number or frequency of the
limited partner's possessing or, regardless of whether or not the
limited partner has the rights or powers, exercising or attempting to
exercise one or more of the rights or powers or having or, regardless of
whether or not the limited partner has the rights or powers, acting or
attempting to act in one or more of the capacities which are permitted
under this section.