X. Xxxx Price Realty Income Fund I, A No-Load Limited Partnership
Amended and Restated Agreement of Limited Partnership
Section 5.7. Limitation on Liability of General
Partners; Indemnification. The General Partners shall not be
liable, responsible, or accountable in damages or otherwise to
the Partnership or any of the Limited Partners for any act or
omission pursuant to the authority granted by this Agreement if
the General Partners acted in good faith and in a manner they
reasonably believed to be within the scope of the authority
granted by this Agreement and in or not opposed to the best
interest of the Partnership, provided that the General Partners
shall not be relieved of liability in respect of any claim,
issue, or matter arising out of the negligence, fraud, bad faith,
or misconduct of the General Partners in the performance of their
duties to the Limited Partners. Subject to this limitation, the
Partnership shall indemnify the General Partners against any loss
or damage incurred by them and against expenses (including
attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of any threatened,
pending, or completed action or suit by any Limited Partner in
connection therewith. Indemnification will be allowed for: (1)
settlement (and expenses related thereto) of lawsuits which
allege violation of state or federal securities laws; and (2) the
expenses incurred in defending such lawsuits, if the General
Partners and/or the Partnership are successful in the defense,
provided a court, having been informed in writing of the fact
that the Securities and Exchange Commission has determined that
indemnification for securities law violations is against public
policy and is unenforceable, (a) approves the settlement and
finds that indemnification of the settlement costs (and related
expenses) should be made, or (b) approves indemnification of
litigation costs if a successful defense has been made. Funds
may be advanced by the Partnership to cover expenses for which
indemnification may be allowed, subject to the obligation of the
indemnified party to return these funds to the Partnership should
any of the conditions to indemnification hereunder not be
satisfied. Any indemnification of the General Partners under
this Section 5.7 shall be recoverable only out of the assets of
the Partnership and not from the Limited Partners.
