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but not limited to, the following: leasing, insurance,
financing, title abstracting, title insurance, printing,
legal and data processing. Services of Affiliates shall be
on terms which are fair, reasonable and no less favorable to
the Partnership than reasonably could be obtained from
unaffiliated persons. The validity of any transaction,
agreement, or payment involving the Partnership and any
Affiliate otherwise permitted by the terms of the Agreement
shall not be affected by reason of the relationship between
a General Partner and such Affiliate. Nothing contained in
this Agreement shall be construed as creating restrictions
upon transactions, relations or dealings between the Partner-
ship and Affiliates greater in degree or scope than those
set forth herein.
9.10 Reimbursement of Ex enses: The Partnership will
reimburse t e Managing General Partner at his cost for any
direct and indirect expenses incurred in performing services
for the Partnership, such as salaries of employees, cost of
internal accounting, statistical or bookkeeping services and
computing or accounting equipment use, and travel, telephone
costs and other expenses relating to the financing, operation
and disposition of Partnership Property.
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9.11 Liabilit and Indemnification of the General
Partners: The Genera Partners, o facers, directors, employees,
~ desiTgnees and assignees, shall not be liable, responsible or
accountable in damages or otherwise to any of the Limited
~ Partners or to the Partnership for errors in judgment or any
~ act or omission performed or omitted by them in good faith,
and in the reasonable belief that such act or omission was
~ within the scope of the authority granted to them by this
~ Agreement, provided that such General Partner(s), officer,
director, employee, designee, or assignee, was not guilty of
gross negligence or willfull misconduct. The Partnership
shall indemnify and save harmless the General Partners and
their officers, directors, employees, designees or assignees,
for any loss, damage, expense, or attorney's -fees and costs
incurred by them on behalf of the Partnership or in further=
ance of the Partnership's interests, including, but not by
3 way of limitation, liabilities arising under the Securities
Act of 1933 or any other similar state or Federal law, or
the laws of any foreign country, but such right of indemnity
shall not relieve the General Partners, or their officers,
directors, employees, designees or assignees, of liability
for bad aith, willfull misconduct, or gross negligence.
The satisfaction of~any indemnification and any saving
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so~K 322 Pa~E 540
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