with the Partnership Agreement (the "Closing Date"). (b) The Fund's and the General Partner's obligations hereunder are subject to acceptance by the General Partner of this Agreement and the Capital Contribution, and to the fulfillment of each of the following conditions: (1) The covenants, representations and warranties of, an

or intentionally wrongful conduct on the part of any other Indemnified Party or any claim, action or demand that arises from any material breach by the General Partner of this Agreement or of its fiduciary duties to the Partnership that has a material adverse effect upon the economic interests of the Limited Partners in the Partner

or intentionally wrongful conduct on the part of any other Indemnified Party or any claim, action or demand that arises from any material breach by the General Partner of this Agreement or of its fiduciary duties to the Partnership that has a material adverse effect upon the economic interests of the Limited Partners in the Partner