Common use of Limited Obligations Clause in Contracts

Limited Obligations. Nothing herein contained shall constitute a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Partnership, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We shall not be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided herein, the Partnership will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 of the Partnership Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers), damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your duties, under this Agreement. (b) You agree to indemnify and hold harmless the General Partner, in its capacity as general partner of the Partnership, its affiliates and the Partnership against any losses, claims, damages or liabilities to which the General Partner and the Partnership may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of circumstances under which they are made not misleading in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the General Partner by you expressly for use therein: and further provided that the Partnership or the General Partner will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liability. The indemnity agreement in this paragraph (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member of the Partnership and to each person, if any, who controls the Partnership within the meaning of the Act. (c) Promptly after receipt an indemnified party under paragraph (a) or (b) above of notice of the commencement any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraph, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraph. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the one law firm which has been selected by a majority of the indemnified parties against which such action is brought finally and in the event the majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party.

Limited Obligations. Nothing herein contained shall constitute the Selling Dealers as a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Partnershipwith us, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We shall not be under have any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided herein, the Partnership We will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 6.3 of the Partnership’s Partnership Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers)losses, claims, damages or liabilitiesliability, joint or several, to which you may become subject as a result of entering into, or performing your duties, under this Agreement. (b) You agree to indemnify and hold harmless the General Partner, in its capacity as general partner of the Partnership, its affiliates and the Partnership against any losses, claims, damages or liabilities to which the General Partner and the Partnership may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the any Registration Statement, the Prospectus, or any amendment or supplement theretothereto relating to the Partnership, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they are were made not misleading misleading; and we will reimburse you for any legal or other expenses reasonably incurred by you in each connection with investigating or defending any such action or claim; provided, however, that we shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or an alleged untrue statement or omission or alleged omission was made in the any Registration Statement or the Statement, Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the General Partner us by you expressly for use therein: , and further provided that the Partnership or the General Partner we will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liability. The indemnity agreement in this paragraph subsection (a) shall be in addition to any liability which we may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls you within the meaning of the Act. (b) You agree to indemnify us and the Partnership and hold us and the Partnership harmless against any losses, claims, damages or liabilities to which we or the Partnership may become subject, (i) under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus or amendment or supplement to the Prospectus or Registration Statement relating to the Partnership or arise out of or based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they are made not misleading, that such untrue or alleged untrue statement or omission or alleged omission was made in any Registration Statement, Prospectus or amendment or supplement to any Prospectus or Registration Statement in reliance and in conformity with written information furnished to us by you for use therein or (ii) under the Act or otherwise, for any breach of the provisions of this Agreement; and to reimburse us or the Partnership for any legal or other expenses reasonably incurred by us or the Partnership in connection with investigating or defending any such action or claim. You agree to obtain and keep in force insurance in such amounts and types as is customary and reasonable in order to satisfy any indemnification obligations arising under this subsection (b). The indemnity agreement in subsection (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member officer and director of the Partnership undersigned, and to each person, if any, who controls the Partnership undersigned within the meaning of the Act. (c) Promptly after receipt by an indemnified party under paragraph subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraphsubsection, such indemnified party shall notify the indemnifying party in writing of the commencement thereof; but the omission to so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraphsubsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and and, to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume in the defense thereof, thereof with counsel satisfactory to such the indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the one law firm which has been selected by a majority of the indemnified parties against which such action is brought finally and in the event the majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party. (d) The provisions of this Section 7 shall remain in full force and effect after the termination of this Agreement. Notwithstanding the foregoing, no Selling Dealer shall be indemnified for any losses, liabilities or expenses arising from or out of any alleged violation of federal or State securities laws, unless (i) there shall have been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and a court shall have approved indemnification and reimbursement of actual litigation costs, or (ii) such claims shall have been dismissed with prejudice on the merits, and indemnification and reimbursement of actual litigation costs shall have been approved by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction shall have approved a settlement of the claims against a particular indemnitee and found that indemnification and reimbursement of the settlement and related costs should be made. In any claim for indemnification for federal or State securities law violations, any Selling Dealer seeking indemnification shall place before the court the position of the SEC with respect to the issue of indemnification for securities law violations.

Limited Obligations. Nothing herein contained shall constitute a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Partnership, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We shall not be under have any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided herein, the Partnership will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 6.3 of the Partnership Agreement (the terms of which are incorporated herein by reference) against any losses losses, claims (including any claims of any Selling Dealers), damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your dutiesduties under, under this Agreement, provided that neither the Partnership or the General Partner will be liable in any case to the extent that it is determined that you were at fault in connection with any loss, claim, damage or liability. (b) You agree to indemnify and hold harmless the General Partner, in its capacity as general partner of the Partnership, its affiliates and the Partnership against any losses, claims, damages or liabilities to which the General Partner and or the Partnership may become subject subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the any Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading in each case to the extent misleading, provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in the any Registration Statement or the Statement, Prospectus or any amendment or supplement thereto to any Prospectus or Registration Statement in reliance upon and in conformity with written information furnished to the General Partner by you expressly for use therein: and further provided that the Partnership or the General Partner will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liability. The indemnity agreement in this paragraph subsection (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member of the Partnership and to each person, if any, who controls the Partnership within the meaning of the Act. (c) Promptly after receipt by an indemnified party under paragraph subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraphsubsection, such indemnified party shall notify the indemnifying party in writing of the commencement thereof; but the omission to so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraphsubsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and and, to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume in the defense thereof, thereof with counsel satisfactory to such the indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims claims, notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the only one law firm which has been firm, selected by a majority of the indemnified parties against which such action is brought finally and in brought. In the event the majority of such indemnified parties are unable to agree on which a law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party.

Limited Obligations. Nothing herein contained shall constitute a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Partnership, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We shall not be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided herein, the Partnership will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 4.05 of the Partnership Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers), damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your duties, under this Agreement. (b) You agree to indemnify and hold harmless the Managing General Partner, in its capacity as managing general partner of the Partnership, its affiliates and the Partnership against any losses, claims, damages or liabilities to which the Managing General Partner and the Partnership may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of circumstances under which they are made not misleading in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Managing General Partner by you expressly for use therein: and further provided that the Partnership or the Managing General Partner will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liability. The indemnity agreement in this paragraph (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member of the Partnership and to each person, if any, who controls the Partnership within the meaning of the Act. (c) Promptly after receipt an indemnified party under paragraph (a) or (b) above of notice of the commencement any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraph, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraph. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the one law firm which has been selected by a majority of the indemnified parties against which such action is brought finally and in the event the majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party.

Limited Obligations. Nothing herein contained shall constitute a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Partnershipa partnership, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We None of the partnerships shall not be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our any partnership’s part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided herein, the Partnership applicable partnership will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 4.05 of the applicable Partnership Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers), damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your duties, under this Agreement. (b) You agree to indemnify and hold harmless the Managing General Partner, in its capacity as managing general partner of each of the Partnershippartnerships, its affiliates and the Partnership each partnership against any losses, claims, damages or liabilities to which the Managing General Partner and the Partnership such partnership may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the applicable Registration Statement, the applicable Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of circumstances under which they are made not misleading in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the applicable Registration Statement or the applicable Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Managing General Partner by you expressly for use therein: and further provided that none of the Partnership partnerships or the Managing General Partner will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liability. The indemnity agreement in this paragraph (b) shall be in addition to any liability which that you may otherwise have and shall extend, upon the same terms and conditions, to each member of the Partnership a partnership and to each person, if any, who controls the Partnership a partnership within the meaning of the Act. (c) Promptly after receipt an indemnified party under paragraph (a) or (b) above of notice of the commencement any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraph, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraph. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the one law firm which has been selected by a majority of the indemnified parties against which such action is brought finally and in the event the majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party.

Limited Obligations. Nothing herein contained shall constitute a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the PartnershipCompany, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We shall not be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided herein, the Partnership Company will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 of the Partnership LLC Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers), damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your duties, under this Agreement. (b) You agree to indemnify and hold harmless the General PartnerManager, in its capacity as general partner manager of the PartnershipCompany, its affiliates and the Partnership Company against any losses, claims, damages or liabilities to which the General Partner Manager and the Partnership Company may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of circumstances under which they are made not misleading in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the General Partner Manager by you expressly for use therein: and further provided that the Partnership Company or the General Partner Manager will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liability. The indemnity agreement in this paragraph (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member of the Partnership Company and to each person, if any, who controls the Partnership Company within the meaning of the Act. (c) Promptly after receipt an indemnified party under paragraph (a) or (b) above of notice of the commencement any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraph, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraph. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions,; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the one law firm which has been selected by a majority of the indemnified parties against which such action is brought finally and in the event the majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party.

Limited Obligations. Nothing herein contained shall constitute the Selling Dealers as a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Partnershipwith us, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We shall not be under have any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided herein, the Partnership We will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 4.05 of the each Partnership Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers)losses, claims, damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your duties, under this Agreement. (b) You agree to indemnify and hold harmless the General Partner, in its capacity as general partner of the Partnership, its affiliates and the Partnership against any losses, claims, damages or liabilities to which the General Partner and the Partnership may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the any applicable Registration Statement, Prospectus, or amendment or supplement thereto relating to the applicable partnership, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and we will reimburse you for any legal or other expenses reasonably incurred by you in connection with investigating or defending any such action or claim. Notwithstanding the foregoing provisions of this Section 7(a), we will not be liable in any case to the extent that it is determined that you were at fault in connection with any loss, claim, damage or liability or to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or an alleged untrue statement or omission or alleged omission made in any applicable Registration Statement, Prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished to us by you expressly for use therein, (ii) the offer or sale by you of an Interest to a person who fails to meet the standards regarding suitability under any applicable federal, State or FINRA laws, rules and regulations or (iii) breach of your representations, warranties or obligations under this Agreement. The indemnity agreement in this subsection (a) shall be in addition to any liability which we may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls you within the meaning of the Act. (b) You agree to indemnify us and each partnership and hold us and each partnership harmless against any losses, claims, damages or liabilities to which we or such partnership(s) may become subject, under the Act or otherwise, (i) insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any applicable Registration Statement, Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading in each case to the extent misleading, provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in the any applicable Registration Statement or the Statement, Prospectus or any amendment or supplement thereto to any applicable Prospectus or Registration Statement in reliance upon and in conformity with written information furnished to the General Partner us by you expressly for use therein: therein or (ii) for any breach by you of the provisions of this Agreement; and further provided that the Partnership to reimburse us and each partnership, as applicable, for any legal or the General Partner will not be liable in any case if it is determined that you were at fault other expenses reasonably incurred by us or such partnership(s) in connection with investigating or defending any loss, such action or claim, damage or liability. You agree to obtain and keep in force insurance in such amounts and types as is customary and reasonable in order to satisfy any indemnification obligations arising under this subsection (b). The indemnity agreement in this paragraph subsection (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member officer and director of the Partnership undersigned, and to each person, if any, who controls the Partnership undersigned within the meaning of the Act. (c) Promptly after receipt by an indemnified party under paragraph subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraphsubsection, such indemnified party shall notify the indemnifying party in writing of the commencement thereof; but the omission to so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraphsubsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and and, to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume in the defense thereof, thereof with counsel satisfactory to such the indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims claims, notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the only one law firm which has been firm, selected by a majority of the indemnified parties against which such action is brought finally and in brought. In the event the majority of such indemnified parties are unable to agree on which a law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party. (d) The provisions of this Section 7 shall remain in full force and effect after the termination of this Agreement. Notwithstanding the foregoing, no Selling Dealer shall be indemnified for any losses, liabilities or expenses arising from or out of any alleged violation of federal or State securities laws, unless (i) there shall have been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and a court shall have approved indemnification and reimbursement of actual litigation costs, or (ii) such claims shall have been dismissed with prejudice on the merits, and indemnification and reimbursement of actual litigation costs shall have been approved by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction shall have approved a settlement of the claims against a particular indemnitee and found that indemnification and reimbursement of the settlement and related costs should be made. In any claim for indemnification for federal or State securities law violations, any Selling Dealer seeking indemnification shall place before the court the position of the SEC with respect to the issue of indemnification for securities law violations.

Limited Obligations. Nothing herein contained shall constitute the Selling Dealers as a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Partnershipwith us, or with each other, but you shall be responsible for your share of any liability or expense based upon on any claim to the contrary. We shall not be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided herein, the Partnership We will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 6.3 of the Partnership Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers), damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your duties, under this Agreement. (b) You agree to indemnify and hold harmless the General Partner, in its capacity as general partner of the Partnership, its affiliates and the Partnership against any losses, claims, damages or liabilities liability, joint or several to which the General Partner and the Partnership you may become subject under the Act or otherwise, insofar as such losses, claims, claims damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the any Registration Statement, the Prospectus, or any amendment or supplement theretothereto relating to the Partnership, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein in light of the circumstances under which they were made not misleading; and will reimburse you for any legal or other expenses reasonably incurred by you in connection with investigating or defending any such action or claim; provided, however, that we shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or an alleged untrue statement or omission or alleged omission made in any Registration Statement, Prospectus, or amendment or supplement thereto in reliance upon and in conformity with written information furnished to us by you expressly for use therein, and further provided that we will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liability. The indemnity agreement in this Subsection (a) shall be in addition to any liability which we may otherwise have and shall extend upon the same terms and conditions to each person, if any, who controls you within the meaning of the Act. (b) You agree to indemnify us and the Partnership and hold us and the Partnership harmless against any losses, claims, damages or liabilities to which we or the Partnership may become subject, (1) under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus, or amendment or supplement to the Prospectus relating to the Partnership or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they are made not misleading in each case to the extent misleading, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the any Registration Statement Statement, Prospectus, or the Prospectus or any amendment or supplement thereto to any Prospectus in reliance upon and in conformity with written information furnished to the General Partner us by you expressly for use therein: therein or (ii) under the Act or otherwise, for any breach of the provisions of Sections 2, 5, 9, 10 and further provided that 11 of this Agreement; and to reimburse us or the Partnership for any legal or other expenses reasonably incurred by us or the General Partner will not be liable in any case if it is determined that you were at fault Partnership in connection with investigating or defending any loss, such action or claim, damage or liability. The indemnity agreement in this paragraph the Subsection (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member officer and director of the Partnership undersigned, and to each person, if any, who controls the Partnership undersigned within the meaning of the Act. (c) Promptly after receipt by an indemnified party under paragraph Subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraphSubsection, such indemnified party shall notify the indemnifying party in writing of the commencement thereof; but the omission to so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraphSubsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and and, to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume in the defense thereof, thereof with counsel satisfactory to such the indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; , provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the one law firm which has been selected by a majority of the indemnified parties against which such action is brought finally and in the event the majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party. (d) The provisions of this Section 7 shall remain in full force and effect after the termination of this Agreement. Notwithstanding the foregoing, no Selling Dealer shall be indemnified for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws, unless (a) there shall have been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and a court shall have approved indemnification of litigation costs, or (b) such claims shall have been dismissed with prejudice on the merits, and indemnification of litigation costs shall have been approved, by a court of competent jurisdiction as to the particular indemnitee, or (c) a court of competent jurisdiction shall have approved a settlement of the claims against a particular indemnitee and found that indemnification of the settlement and related costs should be made. In any claim for indemnification for federal or state securities law violations, any Selling Dealer seeking indemnification shall place before the court the position of the Securities and Exchange Commission, the Massachusetts Securities Division and other applicable state securities commissions with respect to the issue of indemnifications for securities law violations.

Limited Obligations. Nothing herein contained shall constitute a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Partnership, or with each other, but you shall be responsible for your share of any liability or expense based upon on any claim to the contrary. We shall not be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended 1933 (the “"Act”"), and no other obligations on our part shall be implied hereby or inferred herefrom. (a) Notwithstanding anything to the contrary provided hereinhereinbelow, the Partnership will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 of the Partnership Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers), damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your dutiesduties under, under this Agreement. (b) You agree to indemnify and hold harmless the General PartnerICON Capital Corp., in its capacity as general partner General Partner of the Partnership, its affiliates Partnership ("ICON") and the Partnership against any losses, claims, damages or liabilities to which the General Partner ICON and the Partnership may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they are were made not misleading in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the General Partner ICON by you expressly for use therein: ; and further provided that to reimburse the Partnership or the General Partner will not be liable in any case if it is determined that you were at fault in connection with investigating or defending any loss, claim, damage such action or liabilityclaims. The indemnity agreement in this paragraph (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member partner of the Partnership Partnership, and to each person, if any, who controls the Partnership within the meaning of the Act. (c) Promptly after receipt by an indemnified party under paragraph (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraph, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraph. In case any such action shall be brought against any indemnified party party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice to from the indemnifying party to such indemnified party of its election so to assume the defense thereof. The , the indemnifying party shall pay all not be liable to such indemnified party under such paragraph for any legal fees and or other expenses of the subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in subsection (a) of this Section 6 is unavailable in accordance with its terms, the Partnership and you shall contribute to the aggregate losses, claims, damages and liabilities of the nature contemplated by said indemnity agreement incurred by the Partnership and you (or any controlling person), in such claims or actionsproportions as is appropriate to reflect the relative benefits received by the Partnership on the one hand and you on the other from the offering of the Units; provided, however, that if such allocation is not permitted by applicable law or if the indemnifying indemnified party shall failed to receive the notice required under subsection (a) of this Section 6 or is not be obliged entitled to pay legal expenses receive the indemnification provided for in subsection (a) of this Section 6 because of the second provision thereof, then the relative fault of the Partnership and fees to more than one law firm you in connection with the defense statement or omissions which resulted in such losses, claims, damages and liabilities and other relevant equitable considerations will be considered together with such relative benefits. The relative benefits received by the Partnership on the one hand and you on the other shall be deemed to be in the same proportion as the total proceeds from the Offering (net of similar claims arising out Underwriting Fees and Sales Commissions but before deducting the O & O Expense Allowance or Reserves) received by the Partnership bears to the Underwriting Fees and Sales Commissions received by you, as set forth in the Table on the cover page of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought Prospectus. The relative fault shall be determined by one or more parties against one or more than one indemnified party. In reference to, among other things, whether in the case of an untrue statement or alleged untrue statement of a material fact, such claims statement or omission relates to information supplied by the Partnership or you and the party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission including, with respect to you, the extent to which such losses, claims, damages or liabilities (or actions are alleged in respect thereof) with respect to any preliminary prospectus result from the fact that you sold Units to a person to whom there was not sent or brought against more than one given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Partnership has complied with Section 5 hereof. The amount paid or payable by the indemnified partyparty as a result of the losses, then the indemnifying party claims, damages or liabilities referred to above in this subsection (d) shall be obliged only deemed to reimburse the include any legal or other expenses and fees of the one law firm which has been selected reasonably incurred by a majority of the indemnified parties against which such action is brought finally and in the event the majority of such indemnified parties are unable to agree on which law firm for which expenses party in connection with investigating or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified defending against or appearing as a third party against the witness in any such action or claim. Such law firm Notwithstanding the provisions of this subsection (d), you shall not be required to contribute any amount in excess of the amount by which the total price at which the Units purchased by you were offered to the public exceeds the amount of any damages which you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Act shall be paid only entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. In addition, certain states may also impose limitations or indemnifications given or received in a public offering. For purposes of this subsection (d), each person, if any, who controls you within the extent meaning of Section 15 of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle Act or compromise any action brought against such indemnified party without the prior written consent Section 20 of the indemnifying partyExchange Act shall have the same rights to contribution as you shall have.

Limited Obligations. Nothing herein contained shall constitute a partnership, association or (a) Notwithstanding any other separate entity or partners between or among you, and/or any Selling Dealer and the Partnership, or with each other, but you shall be responsible for your share provision of any liability or expense based upon any claim this Indenture to the contrary: (i) the obligations of the Issuer with respect to the Bonds and under this Indenture, the Financing Agreement and the Tax Regulatory Agreement are not general obligations of the Issuer but are limited obligations of the Issuer payable by the Issuer solely from the Trust Estate and are not a debt, or a loan of the credit, of the Issuer, the State or any of its political subdivisions, and the Bonds shall not be construed to create any moral obligation on the part of the Issuer, the State or any political subdivision thereof with respect to the payment thereof; and the Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation; and the issuance of the Bonds shall not directly or indirectly or contingently obligate the Issuer, the State or any political subdivision thereof to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment, and no Bondholder has the right to compel any exercise of any taxing power of the Issuer or the State; (ii) nothing contained in the Bonds or in this Indenture shall be considered as assigning or pledging any funds or assets of the Issuer other than the Trust Estate; (iii) the Bonds shall not be a debt of the State, the Issuer (except to the limited extent set forth in this Indenture) or of any other political subdivision of the State, and none of the State, the Issuer (except to the limited extent set forth in this Indenture) or any other political subdivision of the State shall be liable for the payment of the Bonds; (iv) none of the faith and credit of the Issuer, the State, or of any other political subdivision of the State are pledged to the payment of the principal or of interest on the Bonds; (v) no failure of the Issuer to comply with any term, condition, covenant or agreement in this Indenture or in any document executed by the Issuer in connection with the Project, or the issuance, sale and delivery of the Bonds shall subject the Issuer to liability for any claim for damages, costs or other charge except to the extent that the same can be paid or recovered from the Trust Estate; (vi) the Issuer shall not be required to advance any moneys derived from any source other than the Trust Estate for any of the purposes of this Indenture, any of the other Bond Financing Documents or the Bond Mortgage Loan Documents, whether for the payment of the principal or redemption price of, or interest on, the Bonds, the payment of any fees or administrative expenses or otherwise; and (vii) neither the Issuer (or any official, employee or member of the governing board thereof) nor any person executing the Bonds is liable personally on the Bonds or subject to any personal liability or accountability by reason of their issuance; and no recourse under, or upon any statement, obligation, covenant, or agreement contained in this Indenture or in any Bond hereby secured, or in the Financing Agreement, or in any document or certification whatsoever, or under any judgment obtained against the Issuer or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, shall be had against any member of the governing board, officer, employee or agent, as such, of the Issuer, either directly or through the Issuer, or otherwise, for the payment for, or to, the Issuer or any receiver thereof, or for, or to, the holder of any Bond issued hereunder or otherwise, of any sum that may be due and unpaid by the Issuer upon any such Bond; and any and all personal liability of every nature, whether at common law or in equity or by statute or by constitution or otherwise, of any such member of the governing board, officer, employee or agent, as such, to respond by reason of any act or omission on his or her part or otherwise, for the payment for, or to, the Issuer or any receiver thereof, or for, or to, the holder of any Bond issued hereunder or otherwise, of any sum that may remain due and unpaid upon the Bonds hereby secured or any of them, is hereby expressly waived and released as an express condition of, and in consideration for, the execution of this Indenture and the issuance of the Bonds. We Anything in this Indenture to the contrary notwithstanding, it is expressly understood by the parties to this Indenture that (a) the Issuer and the Trustee may rely exclusively on the truth and accuracy of any certificate, opinion, notice or other instrument furnished to the Issuer by the Trustee or any Bondholder as to the existence of any fact or state of affairs, (b) the Issuer shall not be under any liability obligation under this Indenture to youperform any record keeping or to provide any legal services, except for obligations expressly assumed in this Agreement and any liabilities under it being understood that such services shall be performed or caused to be performed by the Securities Act of 1933, as amended (Trustee or by the “Act”)Bondholders, and no other obligations on our part (c) none of the provisions of this Indenture shall be implied hereby require the Issuer or inferred herefrom. (a) Notwithstanding anything the Trustee to the contrary provided herein, the Partnership will indemnify and hold you harmless expend or risk its own funds or otherwise to incur financial liability in the manner and solely performance of any of its duties or in the exercise of any of its rights or powers under this Indenture, unless it shall first have been adequately indemnified to the extent specified in Section 6 of the Partnership Agreement (the terms of which are incorporated herein by reference) its satisfaction against any losses (including any claims of any Selling Dealers)costs, damages or liabilities, joint or several, to expenses and liability which you it may become subject incur as a result of entering into, or performing your duties, under this Agreementtaking such action. (b) You agree to indemnify and hold harmless the General PartnerTHE BONDS ARE NOT A DEBT OF THE UNITED STATES OF AMERICA, in its capacity as general partner of the PartnershipOR ANY AGENCY OF THE UNITED STATES OF AMERICA, its affiliates and the Partnership against any lossesOR FREDDIE MAC, claimsAND ARE NOT GUARANTEED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES OF AMERICA OR BY FREDDIE MAC. PAYMENT OF THE PRINCIPAL OF, damages or liabilities to which the General Partner and the Partnership may become subject under the Act or otherwisePREMIUM, insofar as such lossesIF ANY, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of circumstances under which they are made not misleading in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the General Partner by you expressly for use therein: and further provided that the Partnership or the General Partner will not be liable in any case if it is determined that you were at fault in connection with any loss, claim, damage or liabilityOR INTEREST ON THE BONDS IS NOT GUARANTEED BY FREDDIE MAC. The indemnity agreement in this paragraph (b) shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each member of the Partnership and to each person, if any, who controls the Partnership within the meaning of the ActTHE OBLIGATIONS OF FREDDIE MAC UNDER THE CREDIT ENHANCEMENT AGREEMENT ARE OBLIGATIONS SOLELY OF FREDDIE MAC AND ARE NOT BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES OF AMERICA. (c) Promptly after receipt an indemnified party under paragraph (a) or (b) above of notice of the commencement any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraph, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraph. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it shall wish, to jointly participate with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and notice to the indemnifying party of its election so to assume the defense thereof. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against one or more than one indemnified party. In the case such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall be obliged only to reimburse the expenses and fees of the one law firm which has been selected by a majority of the indemnified parties against which such action is brought finally and in the event the majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursed by the indemnifying party, then payments shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of the services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm. Notwithstanding anything contained herein to the contrary, an indemnified party may not settle or compromise any action brought against such indemnified party without the prior written consent of the indemnifying party.