WILLIAM DONALD SCHAEFER, Governor                   Ch. 550

(i) Being a contractor for or an agent or
employee of the limited partner or of a general partner OR BEING
AN OFFICER, DIRECTOR, OR STOCKHOLDER OF A CORPORATE GENERAL
PARTNER, OR ANY COMBINATION OF THESE ROLES, WHETHER SOLELY OR
JOINTLY WITH OTHER OFFICERS, DIRECTORS, OR STOCKHOLDERS, AND
IRRESPECTIVE OF WHETHER THAT CORPORATE GENERAL PARTNER IS THE
SOLE GENERAL PARTNER OF THE LIMITED PARTNERSHIP OR IS A GENERAL
PARTNER OF ONE OR MORE LIMITED PARTNERSHIPS;

(ii) Consulting with or advising a general
partner with respect to the business of the limited partnership;

(iii) Acting as surety for the limited
partnership;

(iv) Approving or disapproving an amendment to
the partnership agreement; or

(v) Voting on one or more of the following
matters:

1.  The dissolution and winding up of the
limited partnership;

2.  The sale, exchange, lease, mortgage,
pledge, or other transfer of [all or substantially all] A
MATERIAL PORTION OF the assets of the limited partnership;

3.  The incurrence of indebtedness by the
limited partnership other than in the ordinary course of its
business;

4.  A change in the nature of its
business;

5.  The removal of a general partner; [or]

6.  The admission of a general or limited
partner;

7.  THE MERGER OF THE LIMITED PARTNERSHIP
WITH OR INTO ANY OTHER ENTITY; OR

8.  ANY MATTER RELATED TO THE BUSINESS OF
THE LIMITED PARTNERSHIP NOT OTHERWISE ENUMERATED IN THIS
SUBSECTION (B)(1) WHICH THE PARTNERSHIP AGREEMENT STATES IN
WRITING MAY BE SUBJECT TO THE APPROVAL OR DISAPPROVAL OF LIMITED
PARTNERS.

(2) The enumeration in subsection (b)(1) of this
subsection does not necessarily mean that the possession or
exercise of any other powers by a limited partner constitutes

- 3675 -