X. Xxxx Price Realty Income Fund II, America s Sales-Commission-
Free Real Estate Limited Partnership
Amended and Restated Agreement of Limited Partnership
Section 21. Indemnification
Section 21.1 Agreement to Indemnify. To the maximum extent
permitted by law, the Partnership, its receiver or its trustee,
shall indemnify, save harmless and pay all judgments and claims
against the Sponsor, from any liability, loss or damage incurred
by them or by the Partnership by reason of any act performed or
omitted to be performed by them in connection with the business
of the Partnership, including costs and attorneys fees (which
attorneys fees may be paid as incurred) and any amount expended
in the settlement of any claim of liability, loss or damage,
provided that, (a) if such liability, loss, damage or claim
arises out of any action or inaction of a Sponsor, such actions
or inactions must have occurred while such parties were engaged
in activities which could have been engaged in by the General
Partner in its capacity as such; (b) if such liability, loss,
damage or claim arises out of any action or inaction of a
Sponsor, the Sponsor must have determined, in good faith, that
such course of conduct was in, or not opposed to, the best
interests of the Partnership; (c) such conduct did not constitute
negligence or misconduct; and (d) any such indemnification shall
be recoverable only from the assets of the Partnership and not
from the assets of the Limited Partners. All judgments against
the Partnership and Sponsor, wherein the General Partner is
entitled to indemnification, must first be satisfied from
Partnership assets before the Sponsor is responsible for these
obligations. Nothing contained herein shall constitute a waiver
by any Limited Partner of any right which he may have against any
party under federal or state securities laws.
Section 21.2 Limitations. Notwithstanding Paragraph 21.1, a
Sponsor shall not be indemnified pursuant to Paragraph 21.1 from
any liability, loss or damage incurred by them in connection with
(a) any claim or settlement involving allegations that the
Securities Act of 1933 or state securities laws were violated by
a Sponsor unless: (A) there has been a successful adjudication on
the merits, (B) such claims have been dismissed with prejudice on
the merits by a court of competent jurisdiction, or (C) a court
of competent jurisdiction approves a settlement of the claims,
after being advised as to the current position of both the
Securities and Exchange Commission and the California
Commissioner of Corporations regarding indemnification for
violations of securities law; or (b) any liability imposed by
law, including liability for negligence or misconduct.
