Common use of Financing Arrangements Clause in Contracts

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of $3,000 to date in 1998, $14,000 in 1997, $5,000 in 1996 and $9,000 in 1995. The Partnership paid IRG fees for property management services in the amounts of approximately $248,000, $240,000 and $223,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG property management fees equal to $128,000 during the first six months of 1998. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000, $178,000 and $120,000, respectively, and has reimbursed them for such services in the amount of $56,000 through June 30, 1998 (including reimbursements paid to an affiliate of the General Partner in the amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996, respectively, for costs incurred in connection with construction oversight services). The Partnership paid approximately $1,000 for the six months ended June 30, 1998 to an affiliate of the General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $123,000, $41,000 and $82,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and approximately $31,000 for the six months ended June 30, 1998. For the period January 1, 1996 through December 31, 1996, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the General Partner, and through an agency affiliated with the General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. That agent assumed the financial obligations to the affiliate of the General Partner who received payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the Managing General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the Managing General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the Managing General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of $3,000 to date in 1998, $14,000 in 1997, $5,000 in 1996 and $9,000 in 1995. The Partnership paid IRG and IESG property management fees for property management services in the amounts of approximately $248,0001,029,000, $240,000 1,033,000 and $223,000 1,032,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG and IESG property management fees equal to $128,000 515,000 during the first six months of 1998. The Partnership reimbursed the Managing General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000431,000, $178,000 453,000 and $120,000, 443,000 respectively, and has reimbursed them for such services in the amount of $56,000 219,000 through June 30, 1998 (including reimbursements paid to an affiliate of the General Partner in the 1998. The reimbursement amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996December 31, 1996 include $70,000 and $33,000, respectively, which amounts were paid to an affiliate of the Managing General Partner for costs incurred in connection with construction oversight services). The Partnership paid approximately $1,000 28,000 for the six months ended June 30, 1998 to an affiliate of the Managing General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $123,000, $41,000 and $82,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and approximately $31,000 for the six months ended June 30, 1998. For the period January 1, 1996 through December August 31, 19961997, the Partnership insured its properties under a master policy through an agency and affiliated with the Managing General Partner, but with an insurer unaffiliated with the Managing General Partner, and through an agency affiliated with the General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. That agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. Insignia and the Managing General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the Managing General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the Managing General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the Managing General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of $3,000 to date in 1998, $14,000 in 1997, $5,000 in 1996 and $9,000 in 1995. The Partnership paid IRG and IESG property management fees for property management services in the amounts of approximately $248,00070,000, $240,000 64,000 and $223,000 71,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG and IESG property management fees equal to $128,000 35,000 during the first six months of 1998. The Partnership reimbursed the Managing General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000197,000, $178,000 225,000 and $120,000235,000, respectively, and has reimbursed them for such services in the amount of $56,000 48,000 through June 30, 1998 (including reimbursements 1998. The reimbursement amount for the year ended December 31, 1997 includes $27,000 which was paid to an affiliate of the Managing General Partner in the amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996, respectively, for costs incurred in connection with construction oversight services). The Partnership paid approximately $1,000 16,000 for the six months ended June 30, 1998 to an affiliate of the Managing General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $123,000, $41,000 and $82,000 reimbursement amounts for the years ended December 31, 1997, 1997 and 1996 and 1995, respectively, and approximately $31,000 for the six months ended June 30, 19981998 also include $35,000, $4,000 and $2,000, respectively, which amounts were paid to an affiliate of the Managing General Partner for commercial lease commissions. The reimbursement amount for the year ended December 31, 1996 includes $38,000 which was paid to an affiliate of the Managing General Partner for brokerage commissions related to the refinancing of the mortgage encumbering Poplar Square Shopping Center. For the period January 1, 1996 through December August 31, 19961997, the Partnership insured its properties under a master policy through an agency and affiliated with the Managing General Partner, but with an insurer unaffiliated with the Managing General Partner, and through an agency affiliated with the General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. That agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. Insignia and the Managing General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Class B A Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Class B A Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B A Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of $3,000 to date in 1998, $14,000 in 1997, $5,000 in 1996 and $9,000 in 1995. The Partnership paid IRG fees for property management services in the amounts of approximately $248,000, $240,000 and $223,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG property management fees equal to $128,000 during the first six months of 1998. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000, $178,000 and $120,000, respectively, and has reimbursed them for such services in the amount of $56,000 through June 30, 1998 (including reimbursements paid to an affiliate of the General Partner in the amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996, respectively, for costs incurred in connection with construction oversight services). The Partnership paid approximately $1,000 for the six months ended June 30, 1998 to an affiliate of the General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $123,000, $41,000 and $82,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and approximately $31,000 for the six months ended June 30, 1998. For the period January 1, 1996 through December 31, 1996, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the General Partner, and through an agency affiliated with the General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. That agent assumed the financial obligations to the affiliate of the General Partner who received payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of $3,000 to date in 1998, $14,000 165,000 in 1997, $5,000 48,000 in 1996 and $9,000 36,000 in 1995. The Partnership paid IRG and ICG property management fees for property management services in the amounts of approximately $248,000737,000, $240,000 658,000 and $223,000 572,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG and ICG property management fees equal to $128,000 191,000 during the first six three months of 1998. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000374,000, $178,000 403,000 and $120,000429,000, respectively, and has reimbursed them for such services in the amount of $56,000 103,000 through June 30March 31, 1998. The reimbursement amounts for the three months ended March 31, 1998 (including reimbursements paid to an affiliate of the General Partner in the amounts of $11,000 and $54,000 for the years ended December 31, 1997 1997, 1996 and 19961995 include $13,000, $33,000, $27,000 and $32,000, respectively, for costs incurred in connection with construction oversight services). The Partnership which amounts were paid approximately $1,000 for the six months ended June 30, 1998 to an affiliate of the General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited The Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees also paid to the General Partner pursuant to this provision were approximately $123,00036,000, $41,000 32,000 and $82,000 14,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and approximately $31,000 11,000 for the six three months ended June 30March 31, 1998, to an affiliate of the General Partner for commercial lease commissions. During 1996, an affiliate of the General Partner was paid $98,000 in connection with obtaining financing on certain of the Partnership's properties. For the period January July 1, 1996 1995 through December August 31, 19961997, the Partnership insured its properties under a master policy through an agency and affiliated with the General Partner, but with an insurer unaffiliated with the General Partner, and through an agency affiliated with the General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the then current year's master policy. That agent assumed the financial obligations to the affiliate of the General Partner who received payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the Managing General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the Managing General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the Managing General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of $3,000 to date in 1998, $14,000 in 1997, $5,000 in 1996 and $9,000 in 1995. The Partnership paid IRG property management fees for property management services in the amounts of approximately $248,000352,000, $240,000 346,000 and $223,000 369,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG property management fees equal to $128,000 184,000 during the first six months of 1998. The Partnership reimbursed the Managing General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000145,000, $178,000 148,000 and $120,000154,000, respectively, and has reimbursed them for such services in the amount of $56,000 65,000 through June 30, 1998 (including reimbursements paid to an affiliate of the General Partner in the 1998. The reimbursement amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996December 31, 1996 include $14,000 and $26,000, respectively, which amounts were paid to an affiliate of the Managing General Partner for costs incurred in connection with construction oversight services). The Partnership also paid approximately $1,000 8,000 for the six months ended June 30, 1998 to an affiliate of the Managing General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $123,000, $41,000 and $82,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and approximately $31,000 for the six months ended June 30, 1998. For the period January 1, 1996 through December August 31, 19961997, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner, and through an agency affiliated with the General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. That agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. Insignia and the Managing General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the Managing General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the Managing General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the Managing General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of $3,000 to date in 1998, $14,000 in 1997, $5,000 in 1996 and $9,000 in 1995. The Partnership paid IRG and ICG property management fees for property management services in the amounts of approximately $248,000335,000, $240,000 322,000 and $223,000 326,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG and ICG property management fees equal to $128,000 85,398 during the first six three months of 1998. The Partnership reimbursed the Managing General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000229,000, $178,000 217,000 and $120,000261,000, respectively, and has reimbursed them for such services in the amount of $56,000 41,563 through June 30March 31, 1998 (including reimbursements 1998. The reimbursement amount for the year ended December 31, 1997 includes $54,000 which was paid to an affiliate of the General Partner in the amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996, respectively, for costs incurred in connection with construction oversight services). The Partnership paid approximately $1,000 for the six months ended June 30, 1998 to an affiliate of the Managing General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $123,000, $41,000 and $82,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and approximately $31,000 for the six months ended June 30, 1998. For the period January 1, 1996 through December August 31, 19961997, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner, and through an agency affiliated with the General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. That agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. Insignia and the Managing General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the Managing General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the Managing General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the Managing General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the Managing General Partner and the individual general partner each holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The Managing General Partner and the individual general partner in the aggregate received from the Partnership in respect of its interest their interests in the Partnership cash distributions of $3,000 23,000 to date in 1998, $14,000 21,000 in 1997, $5,000 23,000 in 1996 and $9,000 42,000 in 1995. The Partnership paid IRG property management fees for property management services in the amounts of approximately $248,000258,000, $240,000 259,000 and $223,000 243,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG property management fees equal to $128,000 135,000 during the first six months of 1998. The Partnership reimbursed the Managing General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000149,000, $178,000 143,000 and $120,000143,000, respectively, and has reimbursed them for such services in the amount of $56,000 75,000 through June 30, 1998 (including reimbursements paid to an affiliate of the General Partner in the 1998. The reimbursement amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996, respectively, for costs incurred in connection with construction oversight services). The Partnership paid approximately $1,000 and for the six months ended June 30, 1998 1998, include $18,000, $11,000 and $18,000, respectively, which amounts were paid to an affiliate of the Managing General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $123,000, $41,000 and $82,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and approximately $31,000 for the six months ended June 30, 1998. For the period January 1, 1996 through December 31, 1996, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner, and through an agency affiliated with the Managing General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. That agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. Insignia and the Managing General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the Managing General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the Managing General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the Managing General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of $3,000 to date in 1998, $14,000 in 1997, $5,000 in 1996 and $9,000 in 1995. The Partnership paid IRG and IESG property management fees for property management services in the amounts of approximately $248,000335,000, $240,000 322,000 and $223,000 326,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG and IESG property management fees equal to $128,000 172,000 during the first six months of 1998. The Partnership reimbursed the Managing General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $124,000229,000, $178,000 217,000 and $120,000261,000, respectively, and has reimbursed them for such services in the amount of $56,000 86,000 through June 30, 1998 (including reimbursements 1998. The reimbursement amount for the year ended December 31, 1997 includes $54,000 which was paid to an affiliate of the Managing General Partner in the amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996, respectively, for costs incurred in connection with construction oversight services). The Partnership paid approximately $1,000 34,000 for the six months ended June 30, 1998 to an affiliate of the Managing General Partner for costs incurred in connection with construction oversight services. Pursuant to the Limited Partnership AgreementIn addition, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees Partnership paid to the General Partner pursuant to this provision were approximately $123,000, $41,000 and $82,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and approximately $31,000 6,000 for the six months ended June 30, 19981998 to an affiliate of the Managing General Partner for commercial lease commissions. For the period January 1, 1996 through December August 31, 19961997, the Partnership insured its properties under a master policy through an agency and affiliated with the Managing General Partner, but with an insurer unaffiliated with the Managing General Partner, and through an agency affiliated with the General Partner for the period January 1, 1997 through August 31, 1997. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. That agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. Insignia and the Managing General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from such arrangement was immaterial.