Common use of Limitation on Liability of General Partner; Indemnification Clause in Contracts

Limitation on Liability of General Partner; Indemnification. A. Subject to this Section 5.06, the General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay the Partnership or to any Limited Partner any deficit in the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. The General Partner shall have no liability, responsibility, or accountability in damages or otherwise to any other Partner or to the Partnership for, and the Partnership agrees to indemnify, pay, protect, and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner and to the extent permitted by law) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses, and disbursements of any kind or nature whatsoever (including, without limitation, all costs and expenses of defense, appeal, and settlement of any and all suits, actions, or proceedings threatened or instituted against the General Partner or the Partnership and all costs of investigations in connection therewith) which may be imposed on, incurred by, or asserted against the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership, or on the part of the General Partner as the general partner of the Partnership, including any action or inaction in connection with the General Partner acting as Tax Matters Partner or Designated Person under Section 5.07, if, but only if, (i) the action or inaction of the General Partner giving rise thereto was determined by the General Partner, in good faith, to be in the best interests of the Partnership; (ii) such action or inaction shall have been on behalf of the Partnership and within the scope of the authority granted to the General Partner by this Agreement or by law or by the Limited Partners in accordance with this Agreement; and (iii) the General Partner and its Affiliates were not guilty of negligence, fraud, misconduct, or breach of fiduciary duty to the Partnership or any Partner. The satisfaction of the obligations of the Partnership under this Section 5.06 shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification shall also extend to any Person performing services for the Partnership on behalf of the General Partner, within the scope of its authority as the General Partner of the Partnership, who is an Affiliate of the General Partner, so long as such Person satisfied the requirements of clauses (i), (ii), and (iii) above. Notwithstanding any other provision of this Agreement, the Partnership shall not incur any cost in excess of the cost of insuring the Partnership itself in respect of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.06B. C. The General Partner shall have no liability or responsibility hereunder to make loans, advances, or additional Capital Contributions to the Partnership except as specified in Sections 3.04, 3.11A, and 8.02E and except as may otherwise be provided as a matter of law or under the Loan Agreement. However, except for advances made pursuant to the Limited Debt Service Guarantee (which advances will be repaid in accordance with such guarantee), to the extent the General Partner advances any funds to meet any liabilities or obligations of the Partnership, any such advances shall be deemed loans to the Partnership by the General Partner and, subject to Section 5.01E(vi), shall accrue interest per annum at one percentage point in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter and such amounts shall be due and payable upon that date which is the fifth anniversary of the date on which any such advances were made; provided, however, that any and all such advances governed by this Section 5.06C shall be paid prior to distributions to Partners out of any Cash Available for Distribution to the Partners (except for distributions with respect to the Partners' Preferred Distribution), upon the liquidation or dissolution of the Partnership, or the distribution to the Partners of any Capital Receipts from the sale of an Inn. D. Notwithstanding the foregoing, neither the General Partner nor any other Persons specified in Section 5.06B nor any Person acting as an underwriter or broker-dealer on behalf of the Partnership shall be indemnified by the Partnership for liabilities arising under Federal or state securities laws unless (i) there has been a successful adjudication in favor of the indemnitee on the merits of each count involving alleged securities law violations, or such claims against the indemnitee have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, indemnification of litigation costs is approved by a court of competent jurisdiction, or (ii) a court of competent jurisdiction approves a settlement of the claims against a

Limitation on Liability of General Partner; Indemnification. A. Subject Other than pursuant to Section 5.07, the General Partner shall not be liable to the Partnership or any Limited Partner because any taxing authority disallows or adjusts any deductions or credits in the Partnership income tax return unless such action by the taxing authority is due to the negligence of the General Partner. The indemnification under this subsection is not broader than any other indemnification contained in this Section 5.06, the . The General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay to the Partnership or to any Limited Partner any deficit in the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. The General Partner shall have no liability, responsibility, responsibility or accountability in damages or otherwise to any other Partner or to the Partnership for, and the Partnership agrees to indemnify, pay, protect, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner and to the extent permitted by law) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all costs and expenses of defense, appeal, appeal and settlement of any and all suits, actions, actions or proceedings threatened or instituted against the General Partner or the Partnership and all costs of investigations in connection therewith) which may be imposed on, incurred by, or asserted against the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership, or on the part of the General Partner as the general partner General Partner of the Partnership, Partnership including any action or inaction in connection with the General Partner acting as Tax Matters Partner or Designated Person under Section 5.075.07 or in connection with the results of the study provided in Section 1 1.03B; provided, if, but only if, (i) the action or inaction of that the General Partner giving rise thereto was determined by the General Partnershall be liable, in good faithresponsible and accountable, to be in the best interests of the Partnership; (ii) such action or inaction shall have been on behalf of and the Partnership and within the scope of the authority granted shall not be liable to the General Partner by this Agreement for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or by law disbursements (including, without limitation, all costs and expenses of defense, appeal and settlement of any and all suits, actions or by the Limited Partners in accordance with this Agreement; and (iii) proceedings threatened or instituted against the General Partner or the Partnership and its Affiliates were not guilty all costs of investigation in connection therewith) which resulted from the General Partner's own fraud, negligence, fraud, misconduct, or other breach of fiduciary duty to the Partnership or any Partner. The satisfaction of the obligations of the Partnership under this Section 5.06 shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification shall also extend to any Person person performing services for the Partnership on behalf of the General Partner, within the scope of its authority as the General Partner of the Partnership, Partnership who is an Affiliate officer, director or owner of 10% or more of the voting securities of the General Partner, so long as such Person satisfied the requirements of clauses (i), (ii), and (iii) above. Notwithstanding any other provision of this Agreement, the Partnership shall not incur any cost in excess of the cost of insuring the Partnership itself in respect of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.06B.. C. The General Partner shall have no liability or responsibility hereunder to make loans, advances, advances or additional Capital Contributions to the Partnership except as specified in Sections 3.04, 3.11A, Section 3.04 and 8.02E Section 4.12 and except as may otherwise be provided as a matter of law or under the Loan AgreementMortgage Debt. However, except for advances made pursuant to the Limited Debt Service Guarantee (and Foreclosure Guarantee which advances will be repaid in accordance with such guarantee)as noted below, to the extent the General Partner advances any funds to meet any liabilities or obligations of the Partnership, any such advances shall be deemed loans to the Partnership by the General Partner and, subject to Section 5.01E(vi), and shall accrue interest per annum at one percentage point in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter and such amounts shall be due and payable upon that date which is the fifth anniversary of the date on which any such advances were made; provided, however, that any and all such advances governed by this Section 5.06C shall be paid prior to distributions to Partners out of any Cash Available for Distribution to the Partners (except for distributions with respect to the Partners' Preferred Distribution), upon the liquidation or dissolution of the Partnership, or the sale of the Hotel and the receipt by the Partnership of the proceeds of such sale. Advances, if any, to the Partnership by the General Partner or its Affiliates pursuant to the Debt Service Guarantee or Foreclosure Guarantee will bear interest at one percentage point in excess of the Prime Rate and will be paid as follows: (i) after the Partnership has distributed the Priority Return to the Limited Partner; (ii) out of Capital Receipts before any distribution to the Partners of Partner; and (iii) in any Capital Receipts from event, not later than November 15, 1993. Advances under the sale of an InnDebt Service Guarantee may be secured by a mortgage on the Hotel junior to the Mortgage Debt. D. Notwithstanding the foregoing, neither the General Partner nor any other Persons specified in Section 5.06B nor any Person acting as an underwriter or broker-dealer on behalf of the Partnership shall not be indemnified by the Partnership for liabilities arising under Federal or and state securities laws unless (i) there has been a successful adjudication in favor of the indemnitee General Partner on the merits of each count involving alleged securities law violations, or ; (ii) such claims against the indemnitee General Partner have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, ; (iii) indemnification of litigation costs is approved by a court of competent jurisdiction. In any claim for indemnification for Federal or state securities law violations, or (ii) a the party seeking indemnification shall place before the court of competent jurisdiction approves a settlement the position, if available, of the claims against aSecurities and Exchange Commission and the Massachusetts Securities Division with respect to the issue of indemnification for securities law violations.

Limitation on Liability of General Partner; Indemnification. A. Subject to this Section 5.06, the General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay the Partnership or to any Limited Partner any deficit in the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. The General Partner shall have no liability, responsibility, responsibility or accountability in damages or otherwise to any other Partner or to the Partnership for, and the Partnership agrees to indemnify, pay, protect, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the such General Partner and to the extent permitted by lawPartner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses, expenses and disbursements of any kind or of nature whatsoever (including, including without limitation, limitation all costs and expenses of defense, appeal, appeal and settlement of any and all suits, actions, or proceedings threatened or instituted against the such General Partner or the Partnership and all costs of investigations investigation in connection therewith) which may be imposed on, incurred by, or asserted against the such General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, ,any action or inaction on the part of the Partnership, Partnership or on the part of the such General Partner as the a general partner of the Partnership, including any action or inaction in connection with ; provided that the General Partner acting as Tax Matters Partner or Designated Person under Section 5.07shall be liable, ifresponsible and accountable, but only if, (i) and the action or inaction of the General Partner giving rise thereto was determined by Partnership shall not be liable to the General Partner, in good faithfor any portion of such liabilities obligations, to be in the best interests of the Partnership; (ii) such action losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or inaction shall have been on behalf of the Partnership and within the scope of the authority granted to disbursements resulting from the General Partner by this Agreement or by law or by the Limited Partners in accordance with this Agreement; and (iii) the General Partner and its Affiliates were not guilty of Partner’s own negligence, fraud, misconduct, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to or arise, out of any such action or non-action, the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner’s choice in such action, suit or proceeding. The satisfaction of the obligations of the Partnership under this Section 5.06 section shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification General Partner shall also extend have the right to any Person performing services for xxxx the Partnership on behalf for, or otherwise request the Partnership to pay, at any time and from time to time after any General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such General Partner is entitled to indemnification under this section. The Partnership shall pay any and all such bills and honor any and all such requests for payment within sixty (60) days after such xxxx or request is received by the General Partner. In the event that a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, within the scope of its authority as the General Partner of the Partnership, who is an Affiliate of the General Partner, so long as such Person satisfied the requirements of clauses (i), (ii), and (iii) above. Notwithstanding any other provision of this Agreement, the Partnership shall not incur any cost in excess of the cost of insuring the Partnership itself in respect of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.06B. C. The said General Partner shall have no liability or responsibility hereunder to make loans, advances, or additional Capital Contributions to the Partnership except as specified in Sections 3.04, 3.11A, and 8.02E and except as may otherwise be provided as a matter refund such amount within one hundred eighty (180) days of law or under the Loan Agreement. However, except for advances made pursuant to the Limited Debt Service Guarantee (which advances will be repaid in accordance with such guarantee), to the extent the General Partner advances any funds to meet any liabilities or obligations of the Partnership, any such advances shall be deemed loans to the Partnership by the General Partner and, subject to Section 5.01E(vi), shall accrue interest per annum at one percentage point in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter and such amounts shall be due and payable upon that date which is the fifth anniversary of the date on which any such advances were made; provided, however, that any and all such advances governed by this Section 5.06C shall be paid prior to distributions to Partners out of any Cash Available for Distribution to the Partners (except for distributions with respect to the Partners' Preferred Distribution), upon the liquidation or dissolution of the Partnership, or the distribution to the Partners of any Capital Receipts from the sale of an Innfinal determination. D. Notwithstanding the foregoing, neither the General Partner nor any other Persons specified in Section 5.06B nor any Person acting as an underwriter or broker-dealer on behalf of the Partnership shall be indemnified by the Partnership for liabilities arising under Federal or state securities laws unless (i) there has been a successful adjudication in favor of the indemnitee on the merits of each count involving alleged securities law violations, or such claims against the indemnitee have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, indemnification of litigation costs is approved by a court of competent jurisdiction, or (ii) a court of competent jurisdiction approves a settlement of the claims against a

Limitation on Liability of General Partner; Indemnification. A. Subject to this Section 5.06, the General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay the Partnership or to any Limited Partner any deficit in the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. (a) The General Partner shall have no liability, responsibility, responsibility or accountability in damages or otherwise to any other Partner partner or to the Partnership for, and the Partnership agrees to indemnify, pay, protect, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner and to the extent permitted by lawPartner) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsSuitS, proceedings, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including without limitation, limitation all costs and expenses of defense, appeal, appeal and settlement of any and all suitssuitS, actions, or proceedings threatened or instituted against the such General Partner or the Partnership and all costs of investigations investigation in connection therewith) which may be imposed on, incurred by, by or asserted against the such General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership, Partnership or on the part of such General Partner; provided the General Partner as shall be liable, responsible and accountable, and the general partner of the Partnership, including any action or inaction in connection with the General Partner acting as Tax Matters Partner or Designated Person under Section 5.07, if, but only if, (i) the action or inaction of the General Partner giving rise thereto was determined by Partnership shall not be liable to the General Partner, in good faithfor any portion of such liabilities, to be in the best interests of the Partnership; (ii) such action obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or inaction shall have been on behalf of the Partnership and within the scope of the authority granted to disbursements resulting from the General Partner by this Agreement or by law or by the Limited Partners in accordance with this Agreement; and (iii) the General Partner and its Affiliates were not guilty of Partner's own negligence, fraud, misconduct, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to arise, out of any such action or non-action, the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's choice in such action, to represent the General Partner in such suit or proceeding. The satisfaction of the obligations of the Partnership under this Section 5.06 shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification General Partner shall also extend have the right to any Person performing services for xxxx the Partnership on behalf for, or otherwise request the Partnership to pay, at any time and from time to time after the General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such General Partner is entitled to indemnification under this Section. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 days after such xxxx or request is received by the General Partner. If a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, within the scope of its authority as the General Partner shall refund such amount within 180 days of the Partnership, who is an Affiliate of the General Partner, so long as such Person satisfied the requirements of clauses final determination. (i), (ii), and (iiib) above. Notwithstanding any other provision of this Agreement, the The Partnership shall not incur any cost in excess of the cost of insuring the Partnership itself in respect of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.06B. C. The General Partner shall have no liability or responsibility hereunder to make loans, advances, or additional Capital Contributions to the Partnership except as specified in Sections 3.04, 3.11A, and 8.02E and except as may otherwise be provided as a matter of law or under the Loan Agreement. However, except for advances made pursuant to the Limited Debt Service Guarantee (which advances will be repaid in accordance with such guarantee)indemnify, to the extent the General Partner advances any funds to meet any liabilities or obligations of the Partnership, any such advances shall be deemed loans to the Partnership by the General Partner and, subject to Section 5.01E(vi), shall accrue interest per annum at one percentage point in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter and such amounts shall be due and payable upon that date which is the fifth anniversary of the date on which any such advances were made; provided, however, that any and all such advances governed by this Section 5.06C shall be paid prior to distributions to Partners out of any Cash Available for Distribution to the Partners (except for distributions with respect to the Partners' Preferred Distribution), upon the liquidation or dissolution of the Partnership, or the distribution to the Partners of any Capital Receipts from the sale of an Inn. D. Notwithstanding the foregoing, neither the General Partner nor any other Persons specified in Section 5.06B nor any Person acting as an underwriter or broker-dealer on behalf of the Partnership shall be indemnified by assets, each Limited Partner against any claims of liability asserted against a Limited Partner solely because it is a Limited Partner in the Partnership for liabilities arising under Federal or state securities laws unless (i) there has been a successful adjudication in favor of the indemnitee on the merits of each count involving alleged securities law violations, or such claims against the indemnitee have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, indemnification of litigation costs is approved by a court of competent jurisdiction, or (ii) a court of competent jurisdiction approves a settlement of the claims against aPartnership.

Limitation on Liability of General Partner; Indemnification. A. Subject to this Section 5.06, the General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay the Partnership or to any Limited Partner any deficit in the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. 1. The General Partner shall have no liability, responsibility, responsibility or accountability in damages or otherwise to any other Partner or to the Partnership for, and the Partnership agrees to indemnify, pay, protect, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner and to the extent permitted by lawPartner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including without limitation, limitation all costs and expenses of defense, appeal, appeal and settlement of any and all suits, actions, actions or proceedings threatened or instituted against the General Partner or the Partnership and all costs of investigations investigation in connection therewith) which may be imposed on, incurred by, by or asserted against the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership, Partnership or on the part of the General Partner as the general partner a General Partner of the Partnership; provided, including any action or inaction in connection with that the General Partner acting as Tax Matters Partner or Designated Person under Section 5.07shall be liable, ifresponsible and accountable, but only if, (i) and the action or inaction of the General Partner giving rise thereto was determined by Partnership shall not be liable to the General Partner, in good for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements resulting from the General Partner's own fraud, bad faith, to be in the best interests of the Partnership; (ii) such action or inaction shall have been on behalf of the Partnership and within the scope of the authority granted to the General Partner by this Agreement or by law or by the Limited Partners in accordance with this Agreement; and (iii) the General Partner and its Affiliates were not guilty of negligence, fraud, misconduct, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to or arise, out of any such action or inaction the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's choice in such action, suit or proceeding. The satisfaction of the obligations of the Partnership under this Section 5.06 1 shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification General Partner shall also extend have the right to any Person performing services for bill xxx 20 Partnership for, or otherwise request the Partnership on behalf to pay, at any time and from time to time after the General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that the General Partner is entitled to indemnification for under this Section. 2. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 days after such bill xx request is received by the General Partner. In the event that a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, within the scope of its authority as the General Partner will refund such amount within 180 days of the Partnership, who is an Affiliate of the General Partner, so long as such Person satisfied the requirements of clauses (i), (ii), and (iii) abovedetermination. 3. Notwithstanding any other provision of this Agreement, the The Partnership shall not incur any cost in excess of the cost of insuring the Partnership itself in respect of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.06B. C. The General Partner shall have no liability or responsibility hereunder to make loans, advances, or additional Capital Contributions to the Partnership except as specified in Sections 3.04, 3.11A, and 8.02E and except as may otherwise be provided as a matter of law or under the Loan Agreement. However, except for advances made pursuant to the Limited Debt Service Guarantee (which advances will be repaid in accordance with such guarantee), indemnify to the extent the General Partner advances any funds to meet any liabilities or obligations of the Partnership, Partnership assets each Limited Partner against any such advances shall be deemed loans to the Partnership by the General claims of liability asserted against a Limited Partner and, subject to Section 5.01E(vi), shall accrue interest per annum at one percentage point solely because he is a Limited Partner in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter and such amounts shall be due and payable upon that date which is the fifth anniversary of the date on which any such advances were made; provided, however, that any and all such advances governed by this Section 5.06C shall be paid prior to distributions to Partners out of any Cash Available for Distribution to the Partners (except for distributions with respect to the Partners' Preferred Distribution), upon the liquidation or dissolution of the Partnership, or the distribution to the Partners of any Capital Receipts from the sale of an Inn. D. 4. Notwithstanding the foregoing, neither the General Partner nor any other Persons specified in Section 5.06B nor any Person acting as an underwriter officer, director, employee, agent, subsidiary or broker-dealer on behalf assignee of the General Partner or of the Partnership shall be indemnified from any liability, loss or damage incurred by the Partnership for liabilities arising under Federal or state securities laws unless them in connection with (i) there has been a any claim or settlement involving allegations that the Securities Act of 1933 was violated by the General Partner or by any such other person or entity unless: (a) the General Partner or other persons or entities seeking indemnification are successful adjudication in favor of the indemnitee on the merits of each count involving alleged securities law violations, or defending such claims against the indemnitee have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, action; and (b) such indemnification of litigation costs is specifically approved by a court of competent jurisdiction, law which shall be advised as to the current position of the Securities and Exchange Commission and the California Commissioner of Corporations regarding indemnification for violations of securities laws; or (ii) a court of competent jurisdiction approves a settlement of the claims against aany liability imposed by law, including liability for fraud, bad faith or negligence.

Limitation on Liability of General Partner; Indemnification. A. Subject to this Section 5.06, the General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay to the Partnership or to any Limited Partner any deficit in the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. The General Partner shall have no liability, responsibility, or accountability in damages or otherwise to any other Partner or to the Partnership for, and the Partnership agrees to indemnify, pay, protect, and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner and to the extent permitted by law) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses, and disbursements of any kind or nature whatsoever (including, without limitation, all costs and expenses of defense, appeal, and settlement of any and all suits, actions, or proceedings threatened or instituted against the General Partner or the Partnership and all costs of investigations in connection therewith) which may be imposed on, incurred by, or asserted against the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership, or on the part of the General Partner as the general partner of the Partnership, including any action or inaction in connection with the General Partner acting as Tax Matters Partner or Designated Person under Section 5.07, if, but only if, (i) the action or inaction of the General Partner giving rise thereto was determined by the General Partner, in good faith, to be in the best interests of the Partnership; (ii) Partnership and such action or inaction shall have been on behalf of the Partnership and within the scope of the authority granted to the General Partner by this Agreement or by law or by the Limited Partners in accordance with this Agreement; and (iiiii) the General Partner and its Affiliates were not guilty of negligence, fraud, misconduct, or breach of fiduciary duty to the Partnership or any Partner. The satisfaction of the obligations of the Partnership under this Section 5.06 shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification shall also extend to any Person performing services for the Partnership on behalf of the General Partner, within the scope of its authority as the General Partner of the Partnership, who is an Affiliate of the General Partner, so long as such Person satisfied the requirements of clauses (i), ) and (ii), and (iii) above. Notwithstanding any other provision of this Agreement, the Partnership shall not incur any cost in excess of the cost of insuring the Partnership itself in respect of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.06B. C. The General Partner shall have no liability or responsibility hereunder to make loans, advances, or additional Capital Contributions to the Partnership except as specified in Sections 3.04, 3.11A, 3.04 and 8.02E and except as may otherwise be provided as a matter of law or under the Loan AgreementPermanent Loan. However, except for advances made pursuant to the Limited Debt Service Guarantee (which advances will be repaid in accordance with such guaranteeGuarantee), to the extent the General Partner or any of its Affiliates advances any funds to meet any liabilities or obligations of the Partnership, any such advances shall be deemed loans to the Partnership by the General Partner and, subject to Section 5.01E(vi), and shall accrue interest per annum at one percentage point in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter ), and such amounts advances and interest accrued thereon shall be due and payable upon that date which is the fifth fifteenth anniversary of the date on which any such advances were made; provided, however, that any and all such advances and interest accrued thereon governed by this Section 5.06C shall be paid prior to distributions to Partners (i) out of any Cash Available for Distribution to Operating Profit (as defined in the Partners (except for distributions Management Agreement) with respect to such Fiscal Year as part of or immediately after payment of Other Qualifying Debt Service (as defined in the Partners' Preferred DistributionManagement Agreement), and (ii) upon the liquidation or dissolution of the Partnership, Partnership or the distribution to the Partners of any Capital Receipts from the sale of a Hotel immediately after payment of outstanding advances and accrued interest under the Debt Service Guarantee and prior to any distributions to the Partners pursuant to Section 4.07 in connection therewith. Notwithstanding the foregoing, up to $2 million of any such advances made during a Fiscal Year and any Debt Service Guarantee advances during any Fiscal Year shall be repayable, to the extent funds are available therefor, with interest out of Operating Profit with respect to such Fiscal Year immediately prior to provision for payment of the Partners' 10% Preferred Distribution. No advance may be made by the General Partner or any of its Affiliates under this Section 5.06C that is directly or indirectly used to permit the Partnership to make a required debt service payment with respect to the Permanent Loan (and any replacement financing therefor) unless and to the extent such payment is in excess of the amount then available to the Partnership under the Debt Service Guarantee. Any advance made pursuant to the preceding sentence shall be repaid with the proceeds of an Innadvance pursuant to the Debt Service Guarantee as soon as such an advance would be permitted. D. Notwithstanding the foregoing, neither the General Partner nor any other Persons Person specified in Section 5.06B nor any Person acting as an underwriter or broker-dealer on behalf of the Partnership shall be indemnified by the Partnership for liabilities arising under Federal or state securities laws unless (i) there has been a successful adjudication in favor of the indemnitee on the merits of each count involving alleged securities law violations, or such claims against the indemnitee have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, indemnification of litigation costs is approved by a court of competent jurisdiction, or (ii) a court of competent jurisdiction approves a settlement of the claims against aa particular indemnitee and finds that indemnification of the settlement and related costs should be made. In any claim for indemnification for Federal or state securities law violations, the party seeking indemnification shall place before the court the published positions of the Securities and Exchange Commission, the Massachusetts Securities Division, the Pennsylvania Securities Commission, and any other state securities commissions of states in which Units were offered or sold with respect to the issue of indemnification for securities law violations. Notwithstanding any other provision of this Agreement, the Partnership shall not incur the cost of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.

Limitation on Liability of General Partner; Indemnification. A. Subject to this Section 5.06, the General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay the Partnership or to any Limited Partner any deficit in the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. 1. The General Partner shall have no liability, responsibility, responsibility or accountability in damages or otherwise to any other Partner or to the Partnership for, and the Partnership agrees to indemnify, pay, protect, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner and to the extent permitted by lawPartner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including without limitation, limitation all costs and expenses of defense, appeal, appeal and settlement of any and all suits, actions, actions or proceedings threatened or instituted against the General Partner or the Partnership and all costs of investigations investigation in connection therewith) which may be imposed on, incurred by, by or asserted against the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership, Partnership or on the part of the General Partner as the general partner a General Partner of the Partnership; provided, including any action or inaction in connection with that the General Partner acting as Tax Matters Partner or Designated Person under Section 5.07shall be liable, ifresponsible and accountable, but only if, (i) and the action or inaction of the General Partner giving rise thereto was determined by Partnership shall not be liable to the General Partner, in good for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements resulting from the General Partner's own fraud, bad faith, to be in the best interests of the Partnership; (ii) such action or inaction shall have been on behalf of the Partnership and within the scope of the authority granted to the General Partner by this Agreement or by law or by the Limited Partners in accordance with this Agreement; and (iii) the General Partner and its Affiliates were not guilty of negligence, fraud, misconduct, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to or arise, out of any such action or inaction the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's choice in such action, suit or proceeding. The satisfaction of the obligations of the Partnership under this Section 5.06 1 shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification General Partner shall also extend have the right to any Person performing services for bill xxx Partnership for, or otherwise request the Partnership on behalf to pay, at any time and from time to time after the General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that the General Partner is entitled to indemnification for under this Section. 2. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 days after such bill xx request is received by the General Partner. In the event that a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, within the scope of its authority as the General Partner will refund such amount within 180 days of the Partnership, who is an Affiliate of the General Partner, so long as such Person satisfied the requirements of clauses (i), (ii), and (iii) abovedetermination. 3. Notwithstanding any other provision of this Agreement, the The Partnership shall not incur any cost in excess of the cost of insuring the Partnership itself in respect of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.06B. C. The General Partner shall have no liability or responsibility hereunder to make loans, advances, or additional Capital Contributions to the Partnership except as specified in Sections 3.04, 3.11A, and 8.02E and except as may otherwise be provided as a matter of law or under the Loan Agreement. However, except for advances made pursuant to the Limited Debt Service Guarantee (which advances will be repaid in accordance with such guarantee), indemnify to the extent the General Partner advances any funds to meet any liabilities or obligations of the Partnership, Partnership assets each Limited Partner against any such advances shall be deemed loans to the Partnership by the General claims of liability asserted against a Limited Partner and, subject to Section 5.01E(vi), shall accrue interest per annum at one percentage point solely because he is a Limited Partner in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter and such amounts shall be due and payable upon that date which is the fifth anniversary of the date on which any such advances were made; provided, however, that any and all such advances governed by this Section 5.06C shall be paid prior to distributions to Partners out of any Cash Available for Distribution to the Partners (except for distributions with respect to the Partners' Preferred Distribution), upon the liquidation or dissolution of the Partnership, or the distribution to the Partners of any Capital Receipts from the sale of an Inn. D. 4. Notwithstanding the foregoing, neither the General Partner nor any other Persons specified in Section 5.06B nor any Person acting as an underwriter officer, director, employee, agent, subsidiary or broker-dealer on behalf assignee of the General Partner or of the Partnership shall be indemnified from any liability, loss or damage incurred by the Partnership for liabilities arising under Federal or state securities laws unless them in connection with (i) there has been a any claim or settlement involving allegations that the Securities Act of 1933 was violated by the General Partner or by any such other person or entity unless: (a) the General Partner or other persons or entities seeking indemnification are successful adjudication in favor of the indemnitee on the merits of each count involving alleged securities law violations, or defending such claims against the indemnitee have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, action; and (b) such indemnification of litigation costs is specifically approved by a court of competent jurisdiction, law which shall be advised as to the current position of the Securities and Exchange Commission and the California Commissioner of Corporations regarding indemnification for violations of securities laws; or (ii) a court of competent jurisdiction approves a settlement of the claims against aany liability imposed by law, including liability for fraud, bad faith or negligence.

Limitation on Liability of General Partner; Indemnification. A. Subject to this Section 5.06, the General (a) Each Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay indemnify the Partnership or to any Limited Partner any deficit in and the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. The General Partner shall have no liability, responsibility, or accountability in damages or otherwise to any other Partner or to the Partnership Partners for, and the Partnership agrees to indemnifyhold them harmless from, pay, protect, and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner and to the extent permitted by law) from and against any and all liabilitiesliability, obligationsloss, lossesdamage or expense, damagesincluding reasonable attorneys' fees, penalties, actions, judgments, suits, proceedings, costs, expenses, and disbursements incurred as a result of such Partner's breach of any kind or nature whatsoever (including, without limitation, all costs and expenses provision of defense, appeal, and settlement of any and all suits, actions, or proceedings threatened or instituted against the General Partner or the Partnership and all costs of investigations in connection therewith) which may be imposed on, incurred by, or asserted against the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership, or on the part of the General Partner as the general partner of the Partnership, including any action or inaction in connection with the General Partner acting as Tax Matters Partner or Designated Person under Section 5.07, if, but only if, (i) the action or inaction of the General Partner giving rise thereto was determined by the General Partner, in good faith, to be in the best interests of the Partnership; (ii) such action or inaction shall have been on behalf of the Partnership and within the scope of the authority granted to the General Partner by this Agreement or by law or by the Limited Partners in accordance with this Agreement; and . (iiib) the General Partner and its Affiliates were not guilty of negligence, fraud, misconduct, or breach of fiduciary duty to the Partnership or any Partner. The satisfaction of the obligations of the Partnership under this Section 5.06 shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification shall also extend to any Person performing services for the Partnership on behalf of the General Partner, within the scope of its authority as the General Partner of the Partnership, who is an Affiliate of the General Partner, so long as such Person satisfied the requirements of clauses (i), (ii), and (iii) above. Notwithstanding any other provision of this Agreement, neither the General Partner nor any officer, agent or employee of the General Partner or the Partnership shall not incur be liable to any cost Partner or to the Partnership with respect to any act performed or neglected to be performed in excess connection with the Partnership, the conduct of its business or the preservation of its property, except in the case of actions taken or omissions made in bad faith, involving gross negligence or willful or wanton misconduct. (c) The Partnership shall indemnify the General Partner and its officers and directors, for and hold them harmless from any liability, whether civil or criminal, and any loss, damage, or expense, including reasonable attorneys' fees, incurred in connection with the ordinary conduct of the Partner ship's business and the preservation of its business and property, or by reason of the fact that such Person is or was a General Partner or an officer, director or employee thereof; provided the Person to be indemnified acted in good faith and in a manner believed to be consistent with the provisions of this Agreement and without gross negligence or willful and wanton misconduct; and further provided that with respect to any criminal action or proceeding, the Person to be indemnified had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that indemnification is not available hereunder. The General Partner may advance actual expenses to itself or to other Persons threatened by such claims for the actual cost of insuring defending against such claims, without final determination of the availability of indemnification hereunder. The obligation of the Partnership itself in respect of any liability insurance that insures to indemnify the General Partner or any other Person for any liability with respect to which indemnity would hereunder shall be prohibited under this Section 5.06B. C. The General Partner shall have no liability or responsibility hereunder to make loanssatisfied out of Partnership assets only, advances, or additional Capital Contributions to and if the assets of the Partnership except as specified in Sections 3.04, 3.11A, and 8.02E and except as may otherwise be provided as a matter of law or under are insufficient to satisfy the Loan Agreement. However, except for advances made pursuant Partnership's obligation to the Limited Debt Service Guarantee (which advances will be repaid in accordance with such guarantee), to the extent indemnify the General Partner advances any funds to meet any liabilities or obligations of the Partnership, any such advances shall be deemed loans to the Partnership by the General Partner and, subject to Section 5.01E(vi), shall accrue interest per annum at one percentage point in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter and such amounts shall be due and payable upon that date which is the fifth anniversary of the date on which any such advances were made; provided, however, that any and all such advances governed by this Section 5.06C shall be paid prior to distributions to Partners out of any Cash Available for Distribution to the Partners (except for distributions with respect to the Partners' Preferred Distribution), upon the liquidation or dissolution of the Partnership, or the distribution to the Partners of any Capital Receipts from the sale of an Inn. D. Notwithstanding the foregoing, neither the General Partner nor any other Persons specified in Section 5.06B nor any Person, the Person acting as an underwriter or broker-dealer on behalf of the Partnership shall to be indemnified by the Partnership for liabilities arising under Federal or state securities laws unless (i) there has been a successful adjudication in favor of the indemnitee on the merits of each count involving alleged securities law violations, or such claims against the indemnitee have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, indemnification of litigation costs is approved by a court of competent jurisdiction, or (ii) a court of competent jurisdiction approves a settlement of the claims against ashall not be entitled to contribution from any other Partner.

Limitation on Liability of General Partner; Indemnification. A. Subject to this Section 5.06, the General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners or for any portion thereof, it being expressly understood that any return of capital shall be made solely from the assets of the Partnership; nor shall the General Partner be required to pay the Partnership or to any Limited Partner any deficit in the Capital Account of any Partner upon dissolution or otherwise, except as otherwise provided in Section 8.02E. B. The General Partner shall have no liability, responsibility, responsibility or accountability in damages or otherwise to any other Partner or to the Partnership for, and the Partnership agrees to indemnify, pay, protect, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the such General Partner and to the extent permitted by lawPartner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, including without limitation, limitation all costs and expenses of defense, appeal, appeal and settlement of any and all suits, actions, or proceedings threatened or instituted against the such General Partner or the Partnership and all costs of investigations investigation in connection therewith) which may be imposed on, incurred by, or asserted against the such General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership, Partnership or on the part of the such General Partner as the a general partner of the Partnership, including any action or inaction in connection with ; provided that the General Partner acting as Tax Matters Partner or Designated Person under Section 5.07shall be liable, ifresponsible and accountable, but only if, (i) and the action or inaction of the General Partner giving rise thereto was determined by Partnership shall not be liable to the General Partner, in good faithfor any portion of such liabilities, to be in the best interests of the Partnership; (ii) such action obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or inaction shall have been on behalf of the Partnership and within the scope of the authority granted to disbursements resulting from the General Partner by this Agreement or by law or by the Limited Partners in accordance with this Agreement; and (iii) the General Partner and its Affiliates were not guilty of Partner’s own negligence, fraud, misconduct, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to or arise, out of any such action or non-action, the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner’s choice in such action, suit or proceeding. The satisfaction of the obligations of the Partnership under this Section 5.06 section shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The provisions of this indemnification General Partner shall also extend have the right to any Person performing services for xxxx the Partnership on behalf for, or otherwise request the Partnership to pay, at any time and from time to time after any General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such General Partner is entitled to indemnification under this section. The Partnership shall pay any and all such bills and honor any and all such requests for payment within sixty (60) days after such xxxx or request is received by the General Partner. In the event that a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, within the scope of its authority as the General Partner of the Partnership, who is an Affiliate of the General Partner, so long as such Person satisfied the requirements of clauses (i), (ii), and (iii) above. Notwithstanding any other provision of this Agreement, the Partnership shall not incur any cost in excess of the cost of insuring the Partnership itself in respect of any liability insurance that insures the General Partner or any other Person for any liability with respect to which indemnity would be prohibited under this Section 5.06B. C. The said General Partner shall have no liability or responsibility hereunder to make loans, advances, or additional Capital Contributions to the Partnership except as specified in Sections 3.04, 3.11A, and 8.02E and except as may otherwise be provided as a matter refund such amount within one hundred eighty (180) days of law or under the Loan Agreement. However, except for advances made pursuant to the Limited Debt Service Guarantee (which advances will be repaid in accordance with such guarantee), to the extent the General Partner advances any funds to meet any liabilities or obligations of the Partnership, any such advances shall be deemed loans to the Partnership by the General Partner and, subject to Section 5.01E(vi), shall accrue interest per annum at one percentage point in excess of the Prime Rate (or the highest lawful rate under the laws of the State of Delaware, whichever is less) payable in arrears on the first day of each Fiscal Quarter and such amounts shall be due and payable upon that date which is the fifth anniversary of the date on which any such advances were made; provided, however, that any and all such advances governed by this Section 5.06C shall be paid prior to distributions to Partners out of any Cash Available for Distribution to the Partners (except for distributions with respect to the Partners' Preferred Distribution), upon the liquidation or dissolution of the Partnership, or the distribution to the Partners of any Capital Receipts from the sale of an Innfinal determination. D. Notwithstanding the foregoing, neither the General Partner nor any other Persons specified in Section 5.06B nor any Person acting as an underwriter or broker-dealer on behalf of the Partnership shall be indemnified by the Partnership for liabilities arising under Federal or state securities laws unless (i) there has been a successful adjudication in favor of the indemnitee on the merits of each count involving alleged securities law violations, or such claims against the indemnitee have been dismissed with prejudice on the merits by a court of competent jurisdiction, and, in either case, indemnification of litigation costs is approved by a court of competent jurisdiction, or (ii) a court of competent jurisdiction approves a settlement of the claims against a