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of the Partnership and in a manner reasonably believed by such <br /> person to be in the best interests of the Partnership, but only <br /> if the course of conduct does not constitute negligence or <br /> misconduct. The Partnership shall indemnify and hold harmless <br /> the General Partner and each of its Affiliates against any claim, <br /> liability, damage, loss or expense (including, without <br /> limitation, investigating and defending any claims and lawsuits <br /> and settlement thereof, and legal and accounting costs in <br /> connection therewith) incurred by them solely by virtue of the <br /> performance by any of them of the duties of a General Partner <br /> acting as general partner in connection with the Partnership's <br /> business, so long as the indemnified person acted in good faith <br /> on behalf of the Partnership and in the manner reasonably <br /> believed by the person to be in the best interest of the <br /> Partnership, but only if the course of conduct does not <br /> constitute negligence or misconduct; provided that such <br /> indemnification or agreement to hold harmless shall be <br /> recoverable only out of assets of the Partnership and not from <br /> the Limited Partners. <br /> (b) The Partnership may not incur the cost of the portion of <br /> any insurance, other than public liability insurance, which <br /> insures any party against any liability the indemnification of <br /> which is herein prohibited. <br /> (c) Advances from Partnership funds to the General Partner <br /> or its Affiliates for legal expenses and other costs incurred as <br /> a result of a legal action may be made only if the following <br /> three conditions are satisfied: (1) the legal action relates to <br /> -30- <br />