B.__The limited partnership is a debtor in bankruptcy;

C.__The general partner has agreed that the creditor need not exhaust limited partnership assets;

D.__A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or

E.__Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.

§1356.__Management rights of general partner

1.__General partner or partners.__Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.

2.__Consent required.__The consent of each partner is necessary to:

A.__Amend the partnership agreement;

B.__Amend the certificate of limited partnership to add or, subject to section 1440, delete a statement that the limited partnership is a limited liability limited partnership; and

C.__Sell, lease, exchange or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities.

3.__Payments by and liabilities of general partner.__A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities