AGREEMENT OF PARTNERSHIP OF WIG 85-I PARTNERS 2 AGREEMENT OF PARTNERSHIP OF WIG 85-I PARTNERS

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EXHIBIT 99.(c)(1)

AGREEMENT OF PARTNERSHIP

WIG 85-I PARTNERS
2
AGREEMENT OF PARTNERSHIP
OF
WIG 85-I PARTNERS

TABLE OF CONTENTS

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ARTICLE I

Organizational Matters

1.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
1.2 Registered Office; Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
1.3 Qualification in Other Jurisdictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
1.4 Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
1.5 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-

ARTICLE II

Definitions

ARTICLE III

Purpose

3.1 Purpose.

ARTICLE IV

Capital Contributions

4.1 Initial Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
4.2 Additional Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
4.3 Admission of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
4.4 Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
4.5 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
4.6 No Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
4.7 Loans from Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-

ARTICLE V

Allocations and Distributions

5.1 Allocations for Capital Account Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-

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5.2 Allocations for Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
5.3 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-

ARTICLE VI

Control over the Partnership
and Management of Business

6.1 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
6.2 Reliance by Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
6.3 Outside Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
6.4 Partnership Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
6.5 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
6.6 Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
6.7 Resolution of Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
6.8 Other Matters Concerning the Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
6.9 Title to Partnership Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-

ARTICLE VII

Voting of Target Partnership Units

ARTICLE VIII

Books, Records, Accounting and Reports

8.1 Records and Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
8.2 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
8.3 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-

ARTICLE IX

Tax Matters

9.1 Preparation of Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
9.2 Accounting Methods; Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
9.3 Tax Controversies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
9.4 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-

ARTICLE X

Transfer of Interests

10.1 Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-

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10.2 Transfer of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
10.3 Further Restrictions on Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
10.4 Buy/Sell Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-

ARTICLE XI

Admission of Additional Partners

ARTICLE XII

Withdrawal and Removal of Partners

12.1 Withdrawal of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -31-
12.2 Removal of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -31-

ARTICLE XIII

Dissolution and Liquidation

13.1 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -31-
13.2 Effect of Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -32-
13.3 Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -32-
13.4 Distributions in Kind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-
13.5 Reasonable Time for Winding Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-
13.6 Waiver of Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-

ARTICLE XIV

Amendment of Partnership Agreement; Meetings, Record Date

14.1 Amendments to be Adopted Solely by the Managing General Partner . . . . . . . . . . . . . . . . . . -34-
14.2 Amendment Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -34-

ARTICLE XV

General Provisions

15.1 Address and Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -35-
15.2 Titles and Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
15.3 Pronouns and Plurals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
15.4 Further Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
15.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
15.6 Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
15.7 Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-

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15.8 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
15.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
15.10 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
15.11 Invalidity of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
15.12 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-

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AGREEMENT OF PARTNERSHIP
OF
WIG 85-I PARTNERS

This AGREEMENT OF PARTNERSHIP is entered into by and between
Xxxxxx Street Capital Acquisition Co. L.L.C. ("Xxxxxx Street") and FMG
Acquisition, L.L.C. ("Insignia").

All capitalized terms used herein and not otherwise defined
are defined in Article II.

ARTICLE I

Organizational Matters

1.1 Name. The name of the Partnership shall be, and the
business of the Partnership shall be conducted under the name of "WIG 85-I
Partners." The Partnership's business may be conducted under any other name or
names deemed advisable by the Managing General Partner. The Managing General
Partner in its sole discretion may change the name of the Partnership at any
time and from time to time.

1.2 Registered Office; Principal Office. The principal
office of the Partnership shall be 000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000, or such other place as the Managing General Partner
may from time to time designate to the Partners. The Partnership may maintain
offices at such other place or places as the Managing General Partner deems
advisable.

1.3 Qualification in Other Jurisdictions. The Managing
General Partner shall cause the Partnership to be qualified or registered under
assumed or fictitious names or foreign partnership statutes or similar laws, or
take other appropriate action, in any jurisdiction in which the Partnership
owns property or transacts business if such qualification, registration or
other appropriate action is reasonably necessary or reasonably anticipated to
be necessary, to permit the Partnership lawfully to own property or transact
business in such jurisdiction. The Managing General Partner shall execute and
cause to be filed and published all such certificates, notices, statements or
other instruments reasonably necessary or reasonably anticipated to be
necessary to permit the Partnership to conduct business as a partnership in all
jurisdictions where the Partnership elects to do business.
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1.4 Power of Attorney. (a) Each Partner and each Assignee
of a Partner, if any, hereby constitutes and appoints the Managing General
Partner and the Liquidator, if any, (and any successor to either thereof by
merger, assignment, election or otherwise) and each of their authorized
officers and agents with full power of substitution as its or his true and
lawful agent and attorney-in-fact, with full power and authority in its or his
name, place and stead, to:

(i) execute, swear to, acknowledge,
deliver, file and record in the appropriate public offices (A) this
Agreement, all certificates and other instruments and all amendments
hereof or thereof which the Managing General Partner or the Liquidator
deems reasonable and appropriate or necessary to form, qualify, or
continue the qualification of the Partnership as a partnership in the
state of Illinois and in all other jurisdictions in which the
Partnership may conduct business or own property; (B) all instruments
which the Managing General Partner or the Liquidator deems appropriate
or necessary to reflect any amendment, change, modification or
restatement of this Agreement in accordance with its terms; (C) all
conveyances and other instruments or documents which the Managing
General Partner or the Liquidator deems appropriate or necessary to
reflect the dissolution and liquidation of the Partnership pursuant to
the terms of this Agreement; (D) all instruments (including this
Agreement and amendments and restatements hereof) relating to the
admission, withdrawal or substitution of any Partner pursuant to
Article IV, Article X, Article XI or Article XII; and (E) all
certificates and other instruments relating to the formation,
qualification and operation of any partnership or other entity through
which the Partnership may conduct business;

(ii) execute, swear to and acknowledge
all ballots, consents, approvals, waivers, certificates and other
instruments appropriate or necessary, in the sole discretion of the
Managing General Partner or the Liquidator, to make, evidence, give,
confirm or ratify any vote, consent, approval, agreement or other
action which is made or given by the Partners hereunder or is
consistent with the terms of this Agreement and/or appropriate or
necessary, in the sole discretion of the Managing General Partner or
the Liquidator, to effectuate the terms or intent of this Agreement;
and

(iii) to sign, execute, file, swear to and
acknowledge all instruments, agreements, tax returns, forms, schedules
and similar documents required or permitted by or not inconsistent
with this Agreement or as may be required to effectuate the terms of
this Agreement.

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Nothing contained in this Section 1.4 shall be construed as authorizing the
Managing General Partner to amend this Agreement except in accordance with
Article XIV or as may be otherwise expressly provided for in this Agreement.
If the consent or approval or any Partner or Partners is required for the
Managing General Partner or the Liquidator to take any action pursuant to the
terms of this Agreement, the Managing General Partner or Liquidator may
exercise the power of attorney made in this subsection (a) in connection
therewith only after the necessary consent or approval has been obtained.

(b) The foregoing power of attorney is hereby declared to
be irrevocable and a power coupled with an interest, and it shall survive and
not be affected by the subsequent death, incompetency, disability, incapacity,
dissolution, bankruptcy, insolvency or termination of any Partner or Assignee
and the transfer of all or any portion of its Partnership Interest and shall
extend to such Partner's and Assignee's heirs, successors, assigns and personal
representatives. Each such Partner and Assignee hereby agrees to be bound by
any representations made by the Managing General Partner or the Liquidator,
acting in good faith pursuant to such power of attorney; and each such Partner
and Assignee hereby waives any and all defenses that may be available to
contest, negate or disaffirm the action of the Managing General Partner or the
Liquidator, taken in good faith under such power of attorney. Each Partner and
Assignee shall execute and deliver to the Managing General Partner or the
Liquidator within 15 days after receipt of the Managing General Partner's or
the Liquidator's request therefor, such further designations, powers of
attorney and other instruments as the Managing General Partner or the
Liquidator deems necessary to effectuate this Agreement and the purposes of the
Partnership.

1.5 Term. The Partnership shall commence upon the execution
of this Agreement and shall continue in existence until November 20, 2005, or
until the earlier termination of the Partnership in accordance with the
provisions of Article XIII.

ARTICLE II

Definitions

The following definitions shall be for all purposes, unless
otherwise clearly indicated to the contrary, applied to the terms used in this
Agreement.

"Adjusted Property" means any Partnership property, the
Carrying Value of which has been adjusted pursuant to Section 4.4(c) or (d).

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"Affiliate" means any Person that directly or indirectly
controls, is controlled by, or is under common control with the Person in
question. As used in the definition of "Affiliate," the term "control" means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise. The Partnership shall not be
deemed an Affiliate of any Partner for any purpose hereunder.

"Agreement" means this Agreement of Partnership, as it may be
amended, modified, supplemented or restated from time to time.

"Assignee" means a Person to whom one or more Partnership
Interests have been transferred in a manner permitted under this Agreement, and
who has delivered a Transfer Application to the Managing General Partner.

"Associate" means with respect to Xxxxxx Street, (i) any
Person who is currently a Principal of Xxxxxx Street or Xxxxxx Street Capital,
L.L.C., or (ii) any Person that, directly or indirectly through one or more
intermediaries, is controlled by any one or more of such Principals. For this
purpose, the term "controlled by" means (a) the ownership of 50% (by voting or
value) of the equity securities or other beneficial equity ownership by any
Principal, individually or collectively, or (b) the spouse or child of any such
Principal.

"Business Day" means Monday through Friday of each week,
except that a legal holiday recognized as such by the government of the United
States or the state of Illinois shall not be regarded as a Business Day.

"Buy/Sell Exercise Period" means either (i) commencing on
January 15, 1997, and annually thereafter, the period beginning on January 15th
and ending on January 30th of each year or (ii) any day in the 30-day period
following filing by or in respect of the Target Partnership with the Securities
and Exchange Commission of a proposed solicitation or offering of securities in
respect of a merger, sale of all or substantially all assets, combination or
dissolution involving the Target Partnership.

"Buy/Sell Notice" means a notice from the Triggering Partner
to the Noticed Partner notifying the Noticed Partner that the Triggering
Partner has elected to exercise its buy/sell right pursuant to Section 10.4,
which notice shall contain and constitute an irrevocable offer by the
Triggering Partner either (i) (a) to purchase the Noticed Partner's entire
interest in the Partnership, or (b) to sell to the Noticed Partner the
Triggering

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Partner's entire interest in the Partnership, in either case for the same cash
price (the "Buy/Sell Price") specified by the Triggering Partner in such
notice, or (ii) to elect to liquidate the Partnership and distribute its assets
in kind.

"Buy/Sell Price" means the cash price specified in the
Buy/Sell Notice.

"Capital Account" means the capital account maintained for a
Partner pursuant to Section 4.4.

"Capital Contribution" means the amount of cash that a Partner
contributes to the Partnership pursuant to Sections 4.1 and 4.2, 4.3 or 13.6.

"Carrying Value" means with respect to any Partnership
property, the adjusted basis of such property for Federal income tax purposes,
as of the time of determination. The Carrying Value of any property shall be
adjusted from time to time in accordance with Section 4.4(c) and (d), and to
reflect changes, additions or other adjustments to the Carrying Value for
dispositions or acquisitions of Partnership properties, as deemed appropriate
by the Managing General Partner.

"Cash" means cash denominated in United States dollars.

"Closing Date" means the date on which the Offer expires
pursuant to its terms and the Partnership accepts for payment, and thereby
purchases, Units validly tendered and not withdrawn pursuant to the Offer.

"Code" means the Internal Revenue Code of 1986, as amended
(and any successor thereto). Any reference herein to specific sections of the
Code shall be deemed to include a reference to any corresponding provisions of
future law.

"Commenced" means the commencement of a Tender Offer, as
determined under Rule 14d-2 of the Exchange Act, or, if such Tender Offer is
not subject to Section 14(d) of the Exchange Act, as determined in good faith
by the Managing General Partner.

"Commission" means the Securities and Exchange Commission.

"Competing Offer" means a Tender Offer for Units which (i) is
Commenced prior to the expiration of the Offer by a Person that is not an
Affiliate (or in the case of Xxxxxx Street, as to its Associates only) of any
Partner and (ii) has a cash purchase price per Unit that is at least 2% (10%
with respect to the first Competing Offer made following the Offer by the
Partnership)

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greater than the purchase price per Unit of the Offer on the date such
Competing Offer is commenced.

"Departing Partner" means a former Partner, as of the
effective date of any withdrawal or removal of such former Partner pursuant to
Section 12.1 or 12.2.

"Event of Withdrawal" means the bankruptcy of a Partner.

"Exchange Act" means the Securities Act of 1934, as amended.

"Follow-up Offer" means a Tender Offer for Units made
following the completion of the initial Offer hereunder.

"Liquidation" means the earlier of the date upon which (i) the
Partnership is terminated under Section 708(b)(1) of the Code or (ii) the
Partnership ceases to be a going concern.

"Liquidator" has the meaning specified in Section 13.3.

"Majority Interest" means Partners holding more than 50% of
the aggregate Percentage Interest of all Partners.

"Managing General Partner" means Xxxxxx Street.

"Negotiated Purchase" means a purchase of Units by the
Partnership in a negotiated transaction.

"Net Agreed Value" means in the case of any property
distributed to a Partner pursuant to Section 5.3 or distributed in liquidation
of the Partnership pursuant to Sections 13.3 and 13.4, the fair market value of
such property at the time such property is distributed (as determined under
such provisions of this Agreement) reduced by any indebtedness either assumed
by such Partner upon such distribution or to which such property is subject
when distributed.

"Noticed Partner" means the Partner who first receives a
timely Buy/Sell Notice from the other Partner.

"Offer" means a Tender Offer for Units to be made by or on
behalf of the Partnership pursuant to Article III, as such Tender Offer may be
amended and supplemented from time to time.

"Offer Documents" means all documents relating to the Offer
which are required to be filed with the Commission.

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"Opinion of Counsel" means a written opinion of counsel (who
may be regular counsel to the Partnership or the Managing General Partner)
acceptable to the Managing General Partner.

"Partner" means each of Insignia and the Managing General
Partner or any successor to any such Person admitted as a partner of the
Partnership in accordance with the terms of this Agreement in its respective
capacity as a partner of the Partnership.

"Partner Minimum Gain" shall have the meaning set forth in
Regulation Section 1.704-2(i) and (k).

"Partnership" means the general partnership created pursuant
to this Agreement.

"Partnership Interest" means the entire ownership interests of
a Partner in this Partnership.

"Partnership Minimum Gain" shall have the meaning set forth in
Regulation Section 1.704-2(d).

"Percentage Interest" means as to each Partner or Assignee the
quotient of the Capital Account balance of such Partner or Assignee divided by
the total Capital Account balance of all Partners as of the date of such
determination. The Partners shall have the initial Percentage Interests set
forth opposite each such Partner's name on Exhibit A attached hereto.

"Person" means an individual or a corporation, partnership,
trust, estate, unincorporated organization, association, limited liability
company or other entity.

"Record Date" means the date established by the Managing
General Partner for determining the identities of Partners for any purpose.

"Regulations" mean the Income Tax Regulations promulgated
under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

"Target Partnership" means Balcor Realty Investors 85 - Series
I, A Real Estate Limited Partnership.

"Tender Costs" means all out-of-pocket expenses paid to
unaffiliated third parties including those (w) incurred by the Partnership (or
by the Partners in connection with Partnership business) from time to time
(including litigation related expenses), (x) incurred by Xxxxxx Street in
connection with the Offer including legal, solicitation, mailing and printing

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expenses, (y) miscellaneous accountable expenses incurred by Xxxxxx Street
prior to the date hereof and (z) legal expenses incurred by Insignia and Xxxxxx
Street in connection with preparation and negotiation of this Agreement.

"Tender Offer" means a tender offer that is subject to Section
14(e) of the Exchange Act.

"Terms" means the following terms and conditions of a Tender
Offer: (i) the purchase price, (ii) the minimum and maximum number of Units to
be tendered for, (iii) the expiration date, and (iv) the conditions to closing
of the Offer.

"Transfer Application" means an application and agreement for
transfer of Partnership Interests by which a transferee (a) requests admission
as a Partner, (b) agrees to be bound by the terms and conditions of this
Agreement, (c) represents that it has authority to enter into this Agreement,
(d) grants powers of attorney to the Managing General Partner and the
Liquidator and (e) makes the consents and waivers contained herein.

"Triggering Partner" means the Partner who first properly
exercises its buy/sell right pursuant to Section 10.4 by timely delivering a
Buy/Sell Notice to the other Partner.

"Units" means the units of limited partnership interest in the
Target Partnership.

"Unrealized Gain" attributable to a Partnership property
means, as of any date of determination, the excess, if any, of the fair market
value of such property (as determined under Section 4.4(d)) as of such date
over the Carrying Value of such property as of such date (prior to any
adjustment to be made pursuant to Section 4.4(d) as of such date).

"Unrealized Loss" attributable to a Partnership property
means, as of any date of determination, the excess, if any, of the Carrying
Value of such property as of such date (prior to any adjustment to be made
pursuant to Section 4.4(d) as of such date) over the fair market value of such
property (as determined under Section 4.4(d)) as of such date.

ARTICLE III

Purpose

3.1 Purpose. The purpose and business of the
Partnership shall be limited to the business of acquiring (including without
limitation pursuant to the Offer), and

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thereafter holding for investment and ultimately disposing of, or otherwise
realizing the value of Units and to conduct any other activities necessary or
incidental to such purposes including, without limitation, exercising any and
all voting and other rights appurtenant to the ownership of such Units.

3.2 Terms of the Offer. The parties acknowledge that the
Offer is being made by the Managing General Partner, which shall assign its
right to acquire Units tendered in the Offer to the Partnership on or prior to
the Closing Date, and that the Units shall be acquired directly by the
Partnership. Insignia hereby acknowledges and accepts the Terms as set forth
in the Offer on the date hereof. All terms and conditions other than the Terms
of the Offer (including any supplements and amendments thereto) shall be
determined by the Managing General Partner. Each Partner shall provide all
information reasonably requested by the Partnership to complete the Offer
Documents and consummate the Offer. Immediately following the Closing Date,
the Partnership shall take all actions as are necessary for it to be admitted
to the Target Partnership as a substitute limited partner of the Target
Partnership as to all of the Units purchased pursuant to the Offer. Any
amendment to the Terms of the Offer after the Offer has been Commenced must be
approved by all of the Partners; provided, that the Managing General Partner
may, without approval by the other Partner, extend the expiration date of the
Offer if, in the Opinion of Counsel, (i) extension is required by the Exchange
Act and the rules and regulations thereunder or by the Commission or (ii)
extension is otherwise advisable under the circumstances.

3.3 Competing Offer. If a Competing Offer has been
Commenced, then the Managing General Partner may increase the purchase price of
the Offer from time to time to an amount agreed to by all of the Partners. In
the event one Partner (the "Increasing Partner") desires to increase the price
of the Offer under this Article III and the other Partner does not agree within
two Business Days to such increase (the "Other Partner"), then the Other
Partner shall sell its Partnership Interest to a third party designated by the
Increasing Partner. The provisions of the previous sentence shall not apply to
any Competing Offer, if at any time during the last 5 days prior to expiration
of the Partnership's Offer at least 17 1/2% of the outstanding Units have been
validly tendered to the Partnership and not withdrawn. Such purchase of the
Other Partner's Partnership Interest, to be for cash at a price equal to the
total unreturned Capital Contributions (plus any unreimbursed Partnership
expenses, including any Tender Costs, of such Other Partner) by such Other
Partner through the date of purchase, shall close within five Business Days of
the determination by the Other Partner not to increase the price of the Offer.
In the event that, following such sale of the Other Partner's interest, the
Partnership (or

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15
any assignee of the Partnership or any entity in which the Increasing Partner
or its Affiliate has an interest) subsequently purchases at least 15% of the
Units in the Offer, the Increasing Partner shall pay to the Other Partner a
success fee equal to 5% of the aggregate consideration paid for the Units in
such Offer.

ARTICLE IV

Capital Contributions

4.1 Initial Capital Contributions. Concurrently with the
execution hereof, each of the Partners has made a Capital Contribution to the
Partnership. The Capital Contribution made by each Partner and the initial
Percentage Interest of each Partner is set forth on a schedule attached hereto
as Exhibit A.

4.2 Additional Capital Contributions. Subject to Section
6.1(b)(vi), the Managing General Partner shall determine whether and to what
extent the Partners shall contribute additional amounts to the capital of the
Partnership. Each Partner shall contribute to the Partnership as an additional
Capital Contribution (an "Additional Capital Contribution"), an amount equal to
its respective Percentage Interest multiplied by the aggregate amount that the
Managing General Partner determines shall be contributed on the date scheduled
by the Managing General Partner. Each Additional Capital Contribution shall be
made in cash. Additional Capital Contributions shall include all Capital
Contributions required for the Partnership to purchase the Units pursuant to
the Offer, as it may be modified in accordance with Section 3.2 hereof, plus
all Tender Costs. The right of the Managing General Partner to require any
Additional Capital Contribution shall not be construed as conferring any rights
or benefits upon any person not a party to this Agreement. In the event that a
Partner (the "Delinquent Partner") fails to contribute to the Partnership all
or any portion of an Additional Capital Contribution on the date scheduled for
such contribution, the other Partners may at their option, exercisable within
five days after such date, (a) advance to the Partnership, on a fully recourse
basis to the Partnership, for the account of the Delinquent Partner the amount
of such deficiency, (b) request the Partnership to return to such Partner all
or the portion of the Additional Capital Contribution made by the Partner that
corresponds to the Additional Capital Contribution that the Delinquent Partner
failed to make or (c) make a contribution to the Partnership equal to, and in
lieu of, the Delinquent Partner's Additional Capital Contribution, in which
event the Capital Account and the Percentage Interest of the Delinquent Partner
shall be reduced by one-half, such reduction to be reallocated as an increase
to the Capital Account and Percentage Interest of the Advancing Partners (as
hereinafter defined)

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16
proportionately in accordance with their Percentage Interests immediately prior
thereto. If the option referred to in clause (b) is exercised, the Partnership
shall return such Additional Capital Contribution to the Partner within five
days after the date of such exercise. If the option referred to in clause (a)
is exercised, the amount advanced by the Partner (the "Advancing Partner") on
behalf of the Delinquent Partner shall hereinafter be referred to as a
"Deficiency Advance." The Deficiency Advance shall be deemed a full recourse
loan by the Advancing Partner to the Delinquent Partner and, on and after the
date that is six months from the date of the Deficiency Advance, shall be
payable in cash upon the Advancing Partner's demand. The Deficiency Advance
shall be deemed an Additional Capital Contribution of the Delinquent Partner.
Interest at a rate per annum equal to the lesser of (i) the prime commercial
lending rate or base lending rate published from time to time in the national
edition of The Wall Street Journal plus five (5) percent per annum and (ii) the
maximum rate allowed by law shall be payable in cash on any Deficiency Advance
by the Delinquent Partner to the Advancing Partner monthly in arrears,
commencing on the first day of the calendar month immediately following the
date of the Deficiency Advance. Notwithstanding any other provision of this
Agreement, the Advancing Partner shall have a security interest in and shall
receive from the Partnership all Partnership distributions which would
otherwise be payable to the Delinquent Partner, until all accrued and unpaid
interest on and the principal balance of all Deficiency Advances made by the
Advancing Partner for the benefit of the Delinquent Partner shall have been
paid.

4.3 Admission of Partners. Subject to Article XI, in order
to raise additional capital, to redeem or retire Partnership debt, or for any
other Partnership purposes, the Managing General Partner, with the consent of
the other Partners, is authorized to cause the Partnership to admit Persons who
make Capital Contributions to the Partnership as Partners.

4.4 Capital Accounts. (a) The Partnership shall maintain
for each Partner a separate Capital Account in accordance with the following
provisions of this Section 4.4(a) - (e). Such Capital Account shall be (i)
increased by (A) the amount of Capital Contributions made by such Partner to
the Partnership pursuant to this Agreement and (B) all items of Partnership
income and gain computed in accordance with this Section 4.4 and allocated to
such Partner pursuant to Section 5.1 and (ii) decreased by (A) the cash or Net
Agreed Value of property distributions made by the Partnership to such Partner
pursuant to this Agreement and (B) all items of Partnership deduction and loss
computed in accordance with this Section 4.4 and allocated to such Partner
pursuant to Section 5.1.

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17
(b) For purposes of computing the amount of any
item of income, gain, loss or deduction to be reflected in each Partner's
Capital Account, the determination, recognition and classification of any such
item shall be the same as its determination, recognition and classification for
Federal income tax purposes (including any method of depreciation, cost
recovery or amortization used for this purpose), subject to the following
exceptions:

(i) Upon an adjustment pursuant to
Section 4.4(c) or (d) to the Carrying Value of any Partnership
property subject to depreciation, cost recovery or amortization, any
further deductions for such depreciation, cost recovery or
amortization attributable to such property shall be determined as if
the adjusted basis of such property was equal to the Carrying Value of
such property immediately following such adjustment (hereinafter
referred to as "Book Depreciation"). For any period, Book
Depreciation attributable to any property described in this Section
4.4(b)(i) shall be an amount that bears the same relationship to the
Carrying Value (immediately following any adjustment referred to in
the preceding sentence), as the case may be, of such property at the
beginning of the period as the Federal income tax depreciation, cost
recovery or amortization deduction with respect to such property for
the period bears to the adjusted basis of such property at the
beginning of the period; provided, that if such property has a zero
adjusted basis, the Book Depreciation may be determined under any
reasonable method selected by the Managing General Partner. For all
purposes of this Section 4.4, Book Depreciation shall be in lieu of
any Federal income tax depreciation, cost recovery or amortization
deductions with respect to such property and shall be allocated among
the Partners pursuant to Section 5.1.

(ii) Any income, gain or loss resulting
from the taxable disposition of any Partnership property shall be
determined as if the adjusted basis of such property as of such date
of disposition was equal in amount to the Carrying Value of such
property as of such date. For all purposes of this Section 4.4, such
income, gain or loss as so computed shall be in lieu of any income,
gain or loss for Federal income tax purposes resulting from such a
disposition and shall be allocated among the Partners pursuant to
Section 5.1.

(iii) Any expenditures of the Partnership
described, or treated under Regulation Section 1.704- 1(b)(2)(iv)(i)
as described, in Section 705(a)(2)(B) of the Code and not otherwise
taken into account in computing any

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18
item of income, gain, deduction or loss for Federal income tax
purposes shall be treated as an item of deduction and allocated among
the Partners pursuant to Section 5.1.

(iv) To the extent an adjustment to the
adjusted basis of any Partnership property (or property of the Target
Partnership) under Section 734(b) of the Code or Section 743(b) of the
Code is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m),
to be taken into account in determining Capital Accounts, the amount
of such adjustment to the Capital Accounts of each of the Partners
shall be treated as an item of gain (if the adjustment increases the
basis of the Partnership property) or loss (if the adjustment
decreases such basis), and such gain or loss shall be specially
allocated to the Partners in a manner consistent with the manner in
which their Capital Accounts are required to be adjusted pursuant to
the provisions of such Regulation; provided that no adjustment
pursuant to this Section 4.4(b)(iv) shall be made to the extent that
the Managing General Partner determines that an adjustment to Capital
Accounts pursuant to Section 4.4(c) or (d) is necessary or appropriate
in connection with a transaction that would otherwise result in an
adjustment pursuant to this Section 4.4(b)(iv).

(v) Any income from the Partnership that
is exempt from Federal income tax shall be treated as an item of
income and allocated among the Partners pursuant to Section 5.1.

(c) If there is a termination of the Partnership
under Section 708(b)(1)(B) of the Code, the Partnership properties shall be
deemed to have been distributed in Liquidation of the Partnership to the
remaining Partners (including the transferee of the Partnership Interest) and
deemed contributed by such Partners and transferees in reconstitution of the
Partnership. Such deemed distributions and deemed contributions shall be made
in accordance with all provisions of this Agreement relating to Capital
Accounts. In addition, in such event, the Carrying Values of the Partnership
properties shall be adjusted immediately prior to such deemed distribution
pursuant to Section 4.4(d)(ii). The Capital Accounts of such reconstituted
Partnership shall be maintained in accordance with the principles of this
Section 4.4.

(d) (i) Immediately prior to (i) any Capital
Contribution under Section 4.2 in connection with the making of
Capital Contributions by one or more Partners not in proportion to
their Percentage Interests or any transfer or deemed transfer of all
or part of a Capital Account under Section 4.2 or (ii) the admission
of additional Partners

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19
pursuant to Section 4.3, the Capital Accounts of all Partners and the
Carrying Values of all Partnership properties shall, be adjusted
(consistent with the provisions hereof) upwards or downwards to
reflect any Unrealized Gain or Unrealized Loss attributable to such
properties (as if such Unrealized Gain or Unrealized Loss had been
recognized upon an actual sale of each such property, immediately
prior to such event in clause (i) or (ii), and had been allocated to
the Partners, at such time, pursuant to Section 5.1). In determining
such Unrealized Gain or Unrealized Loss, the Managing General Partner
shall determine the aggregate gross fair market value of Partnership
properties as of any date of determination using such reasonable
method of valuation as it deems appropriate.

(ii) Immediately prior to (i) a
distribution (whether in connection with a Liquidation of the
Partnership or otherwise) of Partnership property (other than a de
minimis distribution, as determined by the Managing General Partner)
or (ii) a distribution under Section 4.2 not in proportion to the
Partners' Percentage Interests, the Capital Accounts of all Partners
and the Carrying Values of all Partnership properties shall,
immediately prior to such distribution, be adjusted (consistent with
the provisions hereof) upwards or downwards to reflect any Unrealized
Gain or Unrealized Loss attributable to such properties (as if such
Unrealized Gain or Unrealized Loss had been recognized upon an actual
sale of each such property, immediately prior to such distribution,
and had been allocated to the Partners, at such time, pursuant to
Section 5.1). In determining such Unrealized Gain or Unrealized Loss,
the Managing General Partner (or Liquidator, in the case of a
distribution described in Section 13.4) shall determine the aggregate
gross fair market value of such Partnership properties as of any date
of determination using such reasonable method of valuation as it deems
appropriate.

(iii) Notwithstanding anything to the
contrary in this Section 4.4(d), all or any portion of any adjustment
pursuant to Section 4.4(d)(i) or (ii) shall be made only if, and to
the extent that, the Managing General Partner reasonably determines
that such adjustment is necessary or appropriate to reflect the
relative economic interests of the Partners in the Partnership.

(e) In the event all or a portion of a
Partnership Interest is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Capital Account of the
transferor in accordance with applicable Federal income tax laws (as determined
by the Managing General Partner).

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20
4.5 Interest. No interest shall be paid by the Partnership
on Capital Contributions or on balances in Partners' Capital Accounts.

4.6 No Withdrawal. No Partner shall be entitled to withdraw
any part of his or its (or his or its predecessor's) Capital Contribution or
Capital Account or to receive any distribution from the Partnership, except as
provided in Sections 4.2 and 5.3 and Articles XII and XIII.

4.7 Loans from Partners. Except as otherwise provided in
Section 4.2, (a) loans by a Partner to the Partnership shall not be considered
Capital Contributions, (b) if any Partner or Assignee shall advance funds to
the Partnership in excess of the amounts required hereunder to be contributed
by him or it to the capital of the Partnership, the making of such advances
shall not result in any increase in the amount of the Capital Account of such
Partner or Assignee, (c) the amounts of any such advances shall be a fully
recourse debt of the Partnership to such Partner or Assignee and (d) no
nonrecourse loans or any loans described above may be made by any Partner to
the Partnership without the express consent of each Partner.

ARTICLE V

Allocations and Distributions

5.1 Allocations for Capital Account Purposes. (a) For
purposes of maintaining the Capital Accounts, except as otherwise provided in
this Section 5.1, each item of Partnership income, gain, loss and deduction
(computed in accordance with Section 4.4) shall be allocated to the Partners in
accordance with their respective Percentage Interests.

(b) Notwithstanding anything to the contrary in
this Agreement, if there is a net decrease in Partnership Minimum Gain or
Partner Minimum Gain for any fiscal year, each Partner shall be specially
allocated items of Partnership income and gain for such fiscal year (and, if
necessary, for each subsequent fiscal year) equal to such Partner's share of
the net decrease in Partnership Minimum Gain or Partner Minimum Gain during
such fiscal year. The items to be so allocated shall be determined in
accordance with Regulation Sections 1.704-2(f) and 1.704-2(i)(4). This Section
5.1(b) is intended to constitute a "minimum gain chargeback" and "partner
minimum gain chargeback" within the meaning of such Regulations and shall be
interpreted consistently with such provisions.

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21
without limitation, a semi-monthly or full-month convention), likely to be
upheld under Section 706 of the Code, regarding the allocation of items of
Partnership income, gain, loss and deduction with respect to a transferred
Partnership Interest or newly issued Partnership Interest.

5.2 Allocations for Tax Purposes. (a) For Federal, state
and local income tax purposes, except as otherwise provided in this Section
5.2, each item of Partnership income, gain, loss and deduction shall be
allocated to the Partners consistent with the allocations of income, gain, loss
or deduction described in Section 5.1.

(b) In the case of an Adjusted Property, items of
income, gain, loss and depreciation, cost recovery and amortization deductions
attributable thereto shall be allocated for Federal income tax purposes among
the Partners in a manner consistent with the principles of Section 704(c) of
the Code and Regulation Section 1.704-3 and using a method approved by all of
the Partners to take into account the Unrealized Gain or Unrealized Loss
attributable to such property and the allocations thereof pursuant to Section
4.4(d)(i).

(c) Allocations pursuant to this Section 5.2 are
solely for Federal, state and local tax purposes and shall not affect, or in
any way be taken into account in computing, any Partner's Capital Account or
share of income, gain, loss and deduction described in Section 5.1 or
distributions pursuant to any provision of this Agreement.

(d) The Partners are aware of the income and
other tax consequences of the allocations made by this Article V and hereby
agree to be bound by the provisions of this Article V in reporting their shares
of items of Partnership income, gain, loss, deduction and credit; subject,
however, to any adjustments required as a result of an audit of the Partnership
or a Partner by a taxing authority.

5.3 Distributions. (a) The Managing General Partner may
from time to time in its sole discretion cause the Partnership to distribute
cash or other property to the Partners in accordance with their respective
Percentage Interests, provided, however, that after (i) the Offer has expired,
(ii) in the reasonable determination of the Managing General Partner, all
litigation relating to the Offer which has been brought or threatened has been
resolved and (iii) all other costs and expenses of the Offer have been paid or
duly provided for, the Managing General Partner shall, promptly after the
receipt by the Partnership of any cash distributions made by the Target
Partnership in respect of Units, declare and pay distributions in the aggregate
amount of such distributions received by the

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22
Partnership, subject to the establishment of reserves pursuant to Section
6.1(a)(i).

(b) No reimbursement for expenses made pursuant
to this Agreement and no payment described in Section 707(c) of the Code shall
be deemed to be a distribution for purposes of this Agreement.

ARTICLE VI

Control over the Partnership
and Management of Business

6.1 Management. (a) The Managing General Partner shall
conduct, direct and exercise full control over all activities of the
Partnership. Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs of the Partnership shall be
exclusively vested in the Managing General Partner, and no other Partner shall
have any management power over the business and affairs of the Partnership or
have the ability to bind the Partnership to any contract, agreement or other
obligation. If any Partner or its Affiliate, employee or agent takes any
action that purports to bind or binds the Partnership to any undertaking or
liability not authorized as provided in this Agreement, that Partner will
indemnify the Partnership and each of the other Partners against, and hold each
of them harmless from, any loss, liability or expenses (including attorneys'
fees) incurred by the Partnership or the other Partners as a result of the
unauthorized action; provided, however, that it will not be presumed that any
action taken by an individual Partner which is outside the scope of this
Agreement is undertaken on behalf of the Partnership. In addition to the
powers now or hereafter granted to a general partner of a partnership under
applicable law or which are granted to the Managing General Partner under any
other provisions of this Agreement, the Managing General Partner shall have
full power and authority, subject to any provision in this Agreement to the
contrary, and no other Partner shall have power or authority, to do or cause
the Partnership to do all things deemed necessary or desirable by it in its
sole discretion in connection with or to conduct the business of the
Partnership, including, without limitation:

(i) the establishing of reserves, the making of
any expenditures and the incurring of any obligations it deems
necessary for the conduct of the activities of the Partnership;

(ii) the negotiation and execution on any terms
deemed desirable in its sole discretion and the performance

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23
of any contracts, conveyances or other instruments that it considers
useful or necessary to the conduct of the Partnership's operations or
the implementation of its powers under this Agreement;

(iii) the distribution of Partnership cash;

(iv) the selection and dismissal of employees and
outside attorneys, accountants, consultants and contractors and the
determination of their compensation and other terms of employment or
hiring;

(v) the maintenance of such insurance for the
benefit of the Partnership, the Partners and the management employees
and other agents of the Managing General Partner and Partnership as it
deems necessary;

(vi) the control of any matters affecting the
rights and obligations of the Partnership, including, without
limitation, the conduct of any pending or threatened litigation
(including, but not limited to, any litigation which in any way arises
out of or relates to the Offer or any other purchase of Units by the
Partnership, whether pursuant to a Tender Offer or in a Negotiated
Purchase), the selection of counsel for the Partnership and the
Partners (which counsel shall be reasonably acceptable to the
Partners), the incurring of legal expenses and the settlement of
claims and litigation; provided, however, that any Partner may retain
its own counsel at its own expense and, if such Partner so elects, may
be represented by its own counsel in any such litigation if counsel to
such Partner reasonably determines that there are separate and
distinct defenses from those available to the Partnership or the other
Parties. The foregoing provisions shall apply notwithstanding that
the defendants in any litigation are Persons other than the
Partnership or its Partners. Under no circumstances will the Managing
General Partner or the Partnership agree to any settlement of
litigation without the consent of the other affected Partners, which
consent will not be unreasonably withheld, unless as part of that
settlement each Partner and their respective Affiliates named as
defendants receive an unconditional release of liability and the
Partners have no monetary obligations in connection with such
settlement except as set forth on Schedule A.

(b) Notwithstanding any provision herein to the
contrary, the following actions of the Partnership require agreement by all the
Partners:

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24
(i) subject to Section 4.2, the borrowing of
money, the guaranteeing or assumption of indebtedness and other
liabilities, the issuance of evidences of indebtedness;

(ii) the sale or transfer of all or any material
portion of the assets of the Partnership or the merger of the
Partnership with or into another entity;

(iii) an election to dissolve the Partnership
pursuant to Section 13.1(d);

(iv) subject to Article III, the changing of the
Terms of the Tender Offer;

(v) the admission of additional Partners pursuant
to Article XI; and

(vi) requesting Additional Capital Contribution
to the extent total Capital Contributions of all Partners would then
exceed the Tender Costs plus the aggregate purchase price of the Units
acquired by the Partnership in the Offer plus $50,000.

(i) create titles for management of the
Partnership;

(ii) establish the power and authority associated
with such titles to act as the agent of the Managing General Partner
to represent the Partnership in dealings with third parties;

(iii) elect, appoint and remove such management
persons to and from the positions so created, provided, however, that
any such persons will not be separately compensated by the Partnership
for performing such services; and

(iv) cause the Partnership to indemnify and hold
harmless such management employees against any loss, expense or damage
suffered by reason that such person was a management employee of the
Partnership.

The appointment of such management shall not constitute such Persons as general
partners of the Partnership and shall not affect the rights, duties and
obligations of the Partners as general partners under this Agreement. All
persons elected as management of the Partnership shall report to the Managing

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25
General Partner which in all respects shall retain the ultimate management
authority and control over the affairs of the Partnership. The Partnership may
engage either Partner or its Affiliates to provide services to the Partnership
on terms not less favorable than those available from unaffiliated third
parties providing similar services in the same geographic locale.

(d) The participation by any Partner in any
agreement authorized or permitted under this Agreement shall not constitute a
breach by the Partner of any duty that the Partner may owe the Partnership or
the other Partners under this Agreement or under applicable law.

(e) Insignia shall at all times act as the
designated representative of, and shall have the exclusive authority to act on
behalf of, Insignia (including any Affiliate of Insignia who may become a
Partner by transfer in accordance with Article X) for purposes of all
communications, elections and consents hereunder.

(f) Neither Xxxxxx Street Capital, L.L.C. nor any
Principal thereof will support or encourage the taking of any action by any
Affiliate of Xxxxxx Street which is prohibited hereunder to be taken by Xxxxxx
Street or any Associate of Xxxxxx Street.

6.2 Reliance by Third Parties. Any other provision of this
Agreement to the contrary notwithstanding, no lender or purchaser, including
any purchaser of property from the Partnership or any other Person dealing with
the Partnership, shall be required to look to the application of proceeds
hereunder or to verify any representation by the Managing General Partner as to
the extent of the interest in the assets of the Partnership that the Managing
General Partner is entitled to encumber, sell or otherwise use, and any such
lender or purchaser shall be entitled to rely exclusively on the
representations of the Managing General Partner as to its authority to enter
into such financing or sale arrangements and shall be entitled to deal with the
Managing General Partner as if it were the sole party in interest therein, both
legally and beneficially, except where consent of all Partners is required
hereunder. In no event shall any Person dealing with the Managing General
Partner or the Managing General Partner's representative with respect to any
business or property of the Partnership be obligated to ascertain that the
terms of this Agreement have been complied with, or be obligated to inquire
into the necessity or expedience of any act or action of the Managing General
Partner or the Managing General Partner's representative; and every contract,
agreement, deed, mortgage, security agreement, promissory note or other
instrument or document executed by the Managing General Partner or the Managing
General Partner's representative with

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26
respect to any business or property of the Partnership shall be conclusive
evidence in favor of any and every Person relying thereon or claiming
thereunder that (a) at the time of the execution and/or delivery thereof this
Agreement was in full force and effect, (b) such instrument or document was
duly executed in accordance with the terms and provisions of this Agreement and
is binding upon the Partnership, and (c) the Managing General Partner or the
Managing General Partner's representative was duly authorized and empowered to
execute and deliver any and every such instrument or document for and on behalf
of the Partnership.

6.3 Outside Activity. (a) Any Affiliate of a Partner and
any stockholder, director, officer or employee of a Partner may have business
interests and engage in business activities in addition to those relating to
the Partnership, provided, however, that, except as provided in Section 6.3(d),
each Partner will not, and will cause its Affiliates (in the case of Xxxxxx
Street, only its Associates) not to, purchase any interest in, or otherwise
deal with, the Target Partnership except through the Partnership. The
foregoing restriction shall not prohibit de minimis purchases of Units (not
exceeding 1% (one percent) of the outstanding Units in the aggregate) by any
Partner or Affiliate thereof. Neither the Partnership nor any of the Partners
or Assignees shall have any rights by virtue of this Agreement or the
partnership relationship created hereby in any business ventures of any such
Person or any of the revenues, profits or losses derived therefrom.

(b) If a Partner (the "Proposing Partner")
desires that the Partnership make a Follow-up Offer, then if the other Partner
does not agree to the terms thereof within 48 hours (5 days if no Competing
Offer is then outstanding) after the Proposing Partner proposes such Follow-up
Offer, the Proposing Partner or its Affiliate shall be entitled to make such
Follow-up Offer independently of the Partnership. In such event, none of the
Partnership, the other Partners or its Affiliates shall make a Tender Offer
competing with such Follow-up Offer. Any Follow-up Offer made together by the
Partners shall be completed on a basis where each of Xxxxxx Street and Insignia
have a 50% interest with joint control as co-managing partners and on other
terms substantially similar to the terms of this Agreement.

(c) Without the consent of all Partners, each
Partner agrees that it will not, and will cause its Affiliates (in the case of
Xxxxxx Street, as to its Associates only) not to, (i) participate in, directly
or indirectly, any solicitation of proxies or become a participant in any
election contest with respect to any general partner interest in the Target
Partnership, or (ii) acquire, directly or indirectly, any general partner
interest in the Target Partnership. Notwithstanding the foregoing, if any
Person (other than the Partners and their respective Affiliates (in the case of
Xxxxxx Street, as to its

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27
Associates only)) is "seeking to acquire" (as defined below) any general
partner interest in the Target Partnership, then any Partner or its Affiliate
may (i) participate in, directly or indirectly, any solicitation of proxies or
become a participant in any election contest with respect to any general
partner interest in the Target Partnership, or (ii) acquire such general
partner interest; provided, however, that in connection with such acquisition
the acquiring Partner or Affiliate (in the case of Xxxxxx Street, as to its
Associates only) shall offer the other Partner the opportunity to acquire a 50%
interest in the general partner. A Person will be deemed to be "seeking to
acquire" a general partner interest in the Target Partnership (x) if it has
commenced a proxy solicitation or election contest to remove and replace such
general partner or (y) if a general partner of the Target Partnership or any
controlling person thereof shall have requested bids for the sale of such
general partner or (z) if either Partner has actual knowledge that a general
partner or any controlling person thereof shall be engaged in bona fide,
substantive negotiations with a reputable Person for the sale of such general
partner.

(d) Neither Partner nor any Affiliate thereof (in
the case of Xxxxxx Street, as to its Associates only) may acquire any property,
or the indebtedness secured by such property, from or relating to the Target
Partnership without offering to the other Partner, an opportunity or reasonable
notice to purchase a 50% interest in such acquisition.

6.4 Partnership Funds. The funds of the Partnership shall
be deposited in such account or accounts as are designated by, and all
withdrawals from or charges against such accounts shall be made by, the
Managing General Partner or the appropriate management of the Partnership.
Funds of the Partnership may be invested as determined by the Managing General
Partner or the appropriate management of the Partnership.

6.5 Indemnification. (a) (i) Each Person who was or is made
a party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that he is or was a Partner of the Partnership (together with such
Person's directors, officers, Affiliates and controlling persons, an
"Indemnitee"), whether the basis of such Proceeding is alleged action in an
official capacity as a Partner shall be indemnified and held harmless by the
Partnership to the fullest extent authorized by the laws of the State of
Illinois, as the same exist or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Partnership to provide broader indemnification rights than such law permitted
the Partnership to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes
or penalties and

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28
amounts paid in settlement) reasonably incurred or suffered by such Indemnitee
in connection therewith; provided, however, that no Indemnitee shall be
entitled to indemnity under this paragraph for any expense, liability or loss
resulting from conduct that is determined, by final judicial decision from
which there is no further right to appeal, to constitute gross negligence or
willful misconduct on the part of such Indemnitee. Notwithstanding the
foregoing, indemnification under this Section 6.5(a)(i) shall not be available
to any Indemnitee in respect of any claim for which the Indemnitee is required
to furnish indemnification to the Partnership under any other provision of this
Section 6.5.

(ii) The right to indemnification conferred in
Section 6.5(a)(i) of this Section 6.5 shall include the right to be
paid by the Partnership the expenses (including attorneys' fees)
incurred in defending any such Proceeding in advance of its final
disposition (an "Advancement of Expenses"); provided, however, that,
an Advancement of Expenses incurred by an Indemnitee shall be made
only upon delivery to the Partnership of an undertaking, by or on
behalf of such Indemnitee, to repay all amounts so advanced (i) if it
shall ultimately be determined by final judicial decision from which
there is no further right to appeal that such Indemnitee is not
entitled to be indemnified for such expenses under the provisions of
the laws of the State of Illinois or (ii) by reason of a final
judicial determination contained in a nonappealable order, that such
beneficiary is not entitled to be indemnified under this Section
6.5(a), whether by reason of the last sentence of Section 6.5(a)(i) or
otherwise.

(iii) It is expressly understood and agreed by the
Partners that notwithstanding anything contained in this Agreement to
the contrary, to the extent necessary to satisfy its indemnification
obligations under this Section 6.5(a), the Partnership may, upon ten
days prior written notice to the Partners, sell or otherwise liquidate
Units.

(b) Each Partner shall indemnify and hold
harmless the Partnership and the other Partners against any loss, claim, damage
or liability (or any action in respect thereof), joint or several, to which the
Partnership or any Partner may become subject, insofar as such loss, claim,
damage or liability or action in respect thereof arises out of or is based upon
(i) any untrue statement of a material fact contained in any of the Offer
Documents, or the omission to state in the Offer Documents a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that any such loss, claim, damage, liability
or action arose out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission provided by such

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Partner (x) describing or relating to such Partner, its Affiliates or its
respective officers, employees or representatives or their activities and
background or (y) relating to the Target Partnership or (ii) any violation of
law by such Partner, its Affiliates (or in the case of Xxxxxx Street, only as
to its Associates) or its respective officers, employees or representatives.

(c) The rights to indemnification and to the
Advancement of Expenses conferred in this Section 6.5 shall not be exclusive of
any other right which any Person may have or hereafter acquire under this
Agreement or otherwise.

(d) The Partnership may, to the extent authorized
from time to time by the Managing General Partner, grant rights to
indemnification and to the Advancement of Expenses to any employee or agent of
the Partnership to the fullest extent of the provisions of this Section 6.5
with respect to the indemnification and Advancement of Expenses of Partners of
the Partnership.

6.6 Agents. Each Partner may exercise any of the powers
granted to it by this Agreement and perform any of the duties imposed upon it
hereunder either directly or by or through its agents, and such Partner shall
not be responsible for any misconduct or negligence on the part of any such
agent appointed by such Partner in good faith.

6.7 Resolution of Conflicts of Interest. (a) Unless
otherwise expressly provided herein, (i) whenever a conflict of interest exists
or arises between any Partner or Affiliate thereof, on the one hand, and the
Partnership, on the other hand, or (ii) whenever this Agreement or any other
agreement contemplated herein provides that any Partner shall act in a manner
which is or provide terms which are, fair and reasonable to the Partnership,
such Partner shall resolve such conflict of interest, take such action or
provide such terms considering, in each case, the relative interests of each
party to such conflict, agreement, transaction or situation and the benefits
and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting principles. In the
absence of bad faith by such Partner, the resolution, action or terms so made,
taken or provided by such Partner or Affiliate shall not constitute a breach of
this Agreement or any other agreement contemplated herein.

(b) Whenever in this Agreement any Partner is
permitted or required to make a decision (i) in its "sole discretion" or
"discretion," with "complete discretion" or under a grant of similar authority
or latitude, such Partner shall be entitled to consider only such interests and
factors as it desires and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the

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Partnership, or (ii) in its "good faith" or under another express standard,
such Partner shall act under such express standard and shall not be subject to
any other or different standards imposed by this Agreement or any other
agreement contemplated herein.

6.8 Other Matters Concerning the Partners. (a) Each Partner
may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, debenture, or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or
parties.

(b) Each Partner may consult with legal counsel,
accountants, appraisers, management consultants, investment bankers and other
consultants and advisers selected by it, and any opinion of such Person as to
matters which such Partner believes to be within such Person's professional or
expert competence shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by such Partner hereunder in
good faith and in accordance with such opinion.

6.9 Title to Partnership Assets. All Partnership assets,
whether real, personal or mixed, tangible or intangible, shall be owned by the
Partnership as an entity, and no Partner or Assignee, individually or
collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership or one or more nominees, as the Managing General
Partner may determine. Each Partner hereby declares and warrants that any
Partnership assets for which legal title is held in the name of a Partner shall
be held in trust by such Partner for the sole use and benefit of the
Partnership in accordance with the terms or provisions of this Agreement. All
Partnership assets shall be recorded as the property of the Partnership on its
books and records, irrespective of the name in which legal title to such
Partnership assets is held.

ARTICLE VII

Voting of Target Partnership Units

Subject to the following sentence, the Units shall be voted
(or waivers or written consents in respect thereof shall be executed) by the
Partnership as directed by the Partners in proportion to their respective
Percentage Interests in the Partnership. With respect to any matter presented
to holders of Units relating to the removal or replacement of a general partner
of the Target Partnership, the Units shall not be voted in favor of any such
removal or replacement without the prior written

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consent of Insignia, unless the replacement is the Partnership, a Partner or an
Affiliate of a Partner.

ARTICLE VIII

Books, Records, Accounting and Reports

8.1 Records and Accounting. The Managing General Partner
shall keep or cause to be kept at the principal office of the Partnership
appropriate books and records with respect to the Partnership's business. Such
books and records shall be available for inspection by the Partners on
reasonable notice to the Managing General Partner and during regular business
hours. The books of the Partnership shall be maintained, for financial
reporting purposes, on an accrual basis in accordance with generally accepted
accounting principles. All decisions as to accounting matters, except as
specifically provided to the contrary herein, shall be made by the Managing
General Partner.

8.2 Fiscal Year. Unless a different year is required for
federal income tax purposes, the fiscal year of the Partnership shall end on
December 31 of each year.

8.3 Reports. (a) As soon as practicable, but in no event
later than 120 days after the close of each fiscal year, the Managing General
Partner shall cause to be mailed to each Partner reports containing financial
statements of the Partnership for the fiscal year, presented in accordance with
generally accepted accounting principles, including a balance sheet, a
statement of income, a statement of Partners' equity and a statement of changes
in financial position. Each Partner will have the right to cause the
Partnership, at such Partner's expense, to have such statements audited by a
firm of nationally-recognized independent public accountants selected by the
Managing General Partner.

(b) As soon as practicable, but in no event later
than 60 days after the close of each calendar quarter, except the last calendar
quarter of each fiscal year, the Managing General Partner shall cause to be
mailed to each Partner report containing such financial information for that
calendar quarter as the Managing General Partner deems appropriate.

ARTICLE IX

Tax Matters

9.1 Preparation of Tax Returns. The Managing General
Partner shall arrange for the preparation and timely filing of all returns of
Partnership income, gains, deductions, losses and other items necessary for
Federal and state income tax purposes and shall use all reasonable efforts to
furnish to each Partner

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within 75 days of the close of the taxable year the tax information reasonably
required for Federal and state income tax reporting purposes. Each Partner
shall provide to the Managing General Partner, when and as requested, all
information concerning the affairs of such Partner as may be reasonably
required to permit the preparation of such returns.

9.2 Accounting Methods; Tax Elections. The Partnership
shall report taxable income or loss using the accrual method of accounting for
Federal income tax purposes; provided, that the Managing General Partner may
change the method of accounting used for Federal income tax purposes, should a
change be possible and desirable. The taxable year of the Partnership shall be
the calendar year, unless the Partners shall determine otherwise. The
Partnership shall elect to deduct expenses incurred in organizing the
Partnership ratably over a 60-month period as provided in Section 709 of the
Code. The Partnership shall make the election under Section 754 of the Code if
so requested by any Partner upon the consent of all other Partners which
consent will not be unreasonably withheld. The Managing General Partner may
cause the Target Partnership to make an election under Section 754 of the Code
only with the mutual consent of all other Partners, which consent will not be
unreasonably withheld. In addition to the foregoing, the Managing General
Partner shall, in its sole discretion, determine whether to make any other
available tax elections and select any other appropriate tax accounting methods
and conventions for any purpose under this Agreement.

9.3 Tax Controversies. The Managing General Partner is
designated the "Tax Matters Partner" (as defined in Section 6231 of the Code)
and is authorized and required to represent the Partnership (at the
Partnership's expense) in connection with all examinations of the Partnership's
affairs by tax authorities (including, without limitation, resulting
administrative and judicial proceedings) and to expend Partnership funds for
professional services and costs associated therewith. Each Partner and
Assignee agrees to cooperate with the Managing General Partner and to do or
refrain from doing any and all things reasonably required by the Managing
General Partner to conduct such proceedings. The Managing General Partner
shall not agree to any settlement or adjustment of any tax item in connection
with any audit by the Taxing Authority or legal proceeding without the consent
of the Partners, which consent shall not be unreasonably withheld.

9.4 Withholding. Notwithstanding any other provision of
this Agreement, the Managing General Partner is authorized to take any action
that it determines to be necessary or appropriate to cause the Partnership to
comply with any Federal, state, local and foreign withholding requirement with
respect to any payment or distribution by the Partnership to any Partner or
other Person. All amounts so withheld, and, in the manner determined

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by the Managing General Partner, amounts withheld with respect to any payment
or distribution by any Person to the Partnership, shall be treated as
distributions to the relevant Partners under Section 5.4 or Article XIII, as
the case may be. If any such withholding requirement with respect to any
Partner exceeds the amount distributable to such Partner under Section 5.4 or
Article XIII, or if any such withholding requirement was not satisfied with
respect to any amount previously distributed to such Partner under Section 5.4
or Article XIII, such Partner and any successor or Assignee with respect to
such Partner's Partnership Interest will indemnify and hold harmless the
Partners and the Partnership for such excess amount or such withholding
requirement, as the case may be.

ARTICLE X

Transfer of Interests

10.1 Transfer. (a) Except as otherwise provided in this
Article X, no Partner or Assignee shall have the right or power, directly or
indirectly, to sell, assign, transfer, give, hypothecate, pledge, encumber, or
otherwise dispose of all or any portion of its Partnership Interests
(including, without limitation, any right to receive distributions or
allocations of the profits or losses in respect of such Partnership Interests),
whether voluntarily, by operation of law or otherwise (a "Transfer" for
purposes of this Article X) without the prior written consent of the other
Partner, and any attempt to do so without such consent shall be null and void;
provided, however, that without such consent (i) a Partner may make such
Transfer to an Affiliate and (ii) a Partner or Assignee may pledge its
Partnership Interest to secure a loan not in excess of 50% of its Capital
Contribution made in an arm's length transaction by a third party in the
business of making such loans.

(b) No permitted or purported Transfer of all or
any portion of any Partnership Interest by a Partner shall effect a release of
such Partner from its obligations hereunder without an express written release
from such liability being delivered to such Partner by the other Partner.

(c) Any Partner that purports to effect a
Transfer shall deliver notice of such Transfer to each Partner not less than
five days prior to such Transfer.

10.2 Transfer of Interests. (a) A permitted transferee who
has completed and delivered a Transfer Application shall be deemed under this
Agreement, (i) to have requested admission as a Partner, (ii) to have agreed to
comply with and be bound by and to have executed this Agreement, (iii) to have
represented and warranted that such transferee has authority to enter into this
Agreement, (iv) to have appointed the Managing

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General Partner and the Liquidator attorney-in-fact to execute any document
that either of them may deem necessary or appropriate to be executed in
connection with the transfer and such transferee's admission as a Partner
pursuant to Article XI and as a party to this Agreement, (v) to have made the
power of attorney set forth in Section 1.4 and (vi) to have made the consents
and waivers contained herein. Until admitted as a Partner pursuant to Article
XI, the permitted transferee shall be an Assignee in respect of such
Partnership Interests.

(b) Each distribution in respect of Partnership
Interests shall be paid by the Partnership, directly or through any other
Person or agent, only to the appropriate Partner as of the Record Date set for
the distribution. Such payment shall constitute full payment and satisfaction
of the Partnership's liability in respect of such payment, regardless of any
claim of any Person who may have an interest in such payment by reason of an
assignment or otherwise.

10.3 Further Restrictions on Transfer. Notwithstanding the
other provisions of this Article X, no transfer of the Partnership Interests of
any Partner in the Partnership shall be made if such transfer (a) would violate
the then applicable Federal and state securities laws or rules and regulations
of the Commission, any state securities commission or any other governmental
authorities with jurisdiction over such transfer, (b) would result in the
Partnership (i) being treated as a corporation for Federal income tax purposes
(including Section 7704 of the Code) or (ii) without the consent of each other
Partner being terminated under Section 708(b) of the Code, unless, in the case
of a termination under Section 708(b) of the Code, such termination would not
result in a tax termination of the Target Partnership or have a material
adverse effect on any non-transferring Partner's present or future amount of
Partnership taxable income or loss with respect to its Partnership Interest
(also taking into account any recapture of credits) as compared to its present
or future amount of Partnership taxable income or loss if there had not been
such a termination or (c) would affect the Partnership's existence or
qualification as a partnership under the laws of the State of Illinois.

10.4 Buy/Sell Provisions.

(a) During a Buy/Sell Exercise Period, either
Partner shall have the right to trigger a buy/sell process by giving a Buy/Sell
Notice to the other Partner; provided, however, that once the Noticed Partner
has received a Buy/Sell Notice from the Triggering Partner, the Noticed Partner
shall not be entitled to deliver a Buy/Sell Notice to the Triggering Partner.

(b) Not later than the 15th Business Day after
receipt of a Buy/Sell Notice (the "Response Date"), the Noticed

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Partner shall irrevocably notify the Triggering Partner in writing whether the
Noticed Partner (i) has elected to purchase the Triggering Partner's entire
interest in the Partnership pursuant to the Buy/Sell Notice, (ii) has elected
to sell its entire interest in the Partnership to the Triggering Partner
pursuant to the Buy/Sell Notice, or (iii) desires to cause the liquidation of
the Partnership and distribution of its assets in kind.

(c) If the Noticed Partner fails to give that
notice by the Response Date, the Noticed Partner will be deemed to have elected
to sell its entire interest in the Partnership to the Triggering Partner
pursuant to the Buy/Sell Notice.

(d) The closing (a "Buy/Sell Closing") of any
sale of a Partner's interest in the Partnership required by the exercise of a
Partner's buy/sell right shall take place at the principal offices of the
Partnership at 10:00 a.m., local time, on the first Business Day which is 30
days after the date the Buy/Sell Notice received by the Noticed Partner (or
such earlier Business Day as the buyer specifies on not less than two Business
Days prior written notice to the seller or such later Business Day as the buyer
and the seller shall mutually agree to). At the Buy/Sell Closing, the seller
will execute and deliver such documents as may be required by the buyer to
evidence the sale and transfer of the seller's entire interest in the
Partnership, to be sold free and clear of all liens and encumbrances
whatsoever, and the buyer will pay the Buy/Sell Price in immediately available
funds.

(e) If the Noticed Partner has elected the
liquidation and distribution option, such liquidation will be promptly
commenced and diligently pursued to completion.

ARTICLE XI

Admission of Additional Partners

Subject to Section 4.2 and Section 6.1(b)(v), the Managing
General Partner may admit to the Partnership one or more additional Partners at
any time and from time to time and shall establish the rights, powers and
privileges of such additional Partners.

ARTICLE XII

Withdrawal and Removal of Partners

12.1 Withdrawal of Partners. Each Partner covenants and
agrees that, without the consent of the other Partners, it will not withdraw as
a Partner, except as set forth in Section

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10.4. The foregoing notwithstanding, a Person will cease to be a Partner and
will be deemed to have withdrawn as a Partner upon the occurrence as respects
that Person of any Event of Withdrawal. Upon such withdrawal, the Partnership
shall not terminate but shall be continued, without dissolution, by the
remaining Partners, and all rights, powers and privileges of the withdrawing
Partner under this Agreement shall be vested in the remaining Partners. Upon a
withdrawal, if any, by the Managing General Partner, the Partnership shall not
terminate but shall be continued, without dissolution, by the remaining
Partners, and all rights, powers and privileges of the Managing General Partner
under this Agreement shall vest in the successor Managing General Partner
designated by a Majority Interest of the remaining Partners. Upon withdrawal
of the last remaining Partner, the Partnership shall be dissolved pursuant to
Section 13.1.

12.2 Removal of Partners. A Partner may not be removed by
the other Partners.

ARTICLE XIII

Dissolution and Liquidation

13.1 Dissolution. The Partnership shall not be dissolved by
the admission of additional Partners or successor Partners or by the withdrawal
or removal of a Partner in accordance with the terms of this Agreement and in
connection with any such withdrawal or removal of a Partner, the remaining
Partner(s) shall continue the business of the Partnership without dissolution.
The Partnership shall dissolve, and its affairs shall be wound up, upon:

(a) the expiration of its term as provided in
Section 1.5;

(b) the occurrence of an Event of Withdrawal with
respect to the last remaining Partner;

(d) election to dissolve the Partnership by all of
the Partners.

13.2 Effect of Dissolution. Upon dissolution of the
Partnership in accordance with Section 13.1, the Partnership shall conduct only
activities necessary to wind up its affairs.

13.3 Liquidation. Upon dissolution of the Partnership, the
Managing General Partner or, in the event of dissolution pursuant to Section
13.1(b), a liquidator or liquidating committee selected by a Majority Interest,
shall be

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the Liquidator. The Liquidator (if other than the Managing General Partner)
shall be entitled to receive such compensation for its services as may be
approved by a Majority Interest. The Liquidator shall agree not to resign at
any time without 15 days' prior written notice and (if other than a Managing
General Partner) may be removed at any time, with or without cause, by notice
of removal approved by a Majority Interest. Upon dissolution, removal or
resignation of the Liquidator, a successor and substitute Liquidator (who shall
have and succeed to all right, powers and duties of the original Liquidator)
shall within 30 days thereafter be selected by a Majority Interest. The right
to appoint a successor or substitute Liquidator in the manner provided herein
shall be recurring and continuing for so long as the functions and services of
the Liquidator are authorized to continue under the provisions hereof, and
every reference herein to the Liquidator shall be deemed to refer also to any
such successor or substitute Liquidator appointed in the manner herein
provided. Except as expressly provided in this Article XIII, the Liquidator
appointed in the manner provided herein shall have and may exercise, without
further authorization or consent of any of the parties hereto, all of the
powers conferred upon the Managing General Partner under the terms of this
Agreement (but subject to all of the applicable limitations, contractual and
otherwise, upon the exercise of such powers, other than the limitation on sale
set forth in Section 10.1(a) to the extent necessary or desirable in the good
faith judgment of the Liquidator to carry out the duties and functions of the
Liquidator hereunder for and during such period of time as shall be reasonably
required in the good faith judgment of the Liquidator to complete the winding
up and liquidation of the Partnership as provided for herein. The Liquidator
shall liquidate the assets of the Partnership, and apply and distribute the
proceeds of such liquidation in the following order of priority, unless
otherwise required by mandatory provisions of applicable law:

(a) to creditors of the Partnership, including
Partners, in order of priority provided by law, and the creation of a reserve
of cash or other assets of the Partnership for contingent liabilities in an
amount, if any, determined by the Liquidator to be appropriate for such
purposes; and

(b) to the Partners in accordance with the
positive balances in their respective Capital Accounts, after taking into
account all adjustments to Capital Accounts for all periods.

13.4 Distributions in Kind. The provisions of Section 13.3
which require the liquidation of the assets of the Partnership notwithstanding,
but subject to the order of priorities set forth therein, if upon dissolution
of the Partnership the Liquidator determines that an immediate sale of part or
all of the Partnership's assets would be impractical or

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would cause undue loss to the Partners, the Liquidator may, in its sole
discretion, defer for a reasonable time the liquidation of any assets except
those necessary to satisfy liabilities of the Partnership (other than those to
Partners) and/or may, in its absolute discretion, distribute to the Partners,
in lieu of cash, as tenants in common to the extent not divisible (it being
agreed that in all events Units and cash and marketable securities shall be
divisible and distributable to the Partners in kind individually and not as
tenants-in-common) and in accordance with the provisions of Section 13.3(b),
interests in such Partnership assets as the Liquidator deems not suitable for
liquidation. Any such distributions in kind shall be subject to such
conditions relating to the disposition and management of such assets as the
Liquidator deems reasonable and equitable and to any agreements governing such
assets at such time. The Liquidator shall determine the fair market value of
any property distributed in kind using such reasonable method of valuation as
it deems appropriate.

13.5 Reasonable Time for Winding Up. A reasonable time
shall be allowed for the orderly winding up of the business and affairs of the
Partnership and the Liquidation of its assets pursuant to Section 13.3 in order
to minimize any losses otherwise attendant upon such winding up.

13.6 Waiver of Partition. Except as otherwise provided
herein, each Partner hereby waives any right to partition of the Partnership
property.

ARTICLE XIV

Amendment of Partnership Agreement; Meetings, Record Date

14.1 Amendments to be Adopted Solely by the Managing General
Partner. The Managing General Partner (pursuant to its powers of attorney from
the Partners), without the consent of any Partner or Assignee, may amend any
provision of this Agreement, and execute, swear to, acknowledge, deliver, file
and record whatever documents may be required in connection therewith, to
reflect or effectuate:

(a) the continuance of the Partnership in
accordance with the provisions of this Agreement;

(b) any necessary or appropriate changes to
satisfy any requirements or conditions of applicable law;

(c) the cure of any ambiguity, or the correction
or supplementation of any provision of this agreement which may be inconsistent
with any other provision herein, or the correction of any stenographic or
clerical errors or omission in

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order that this Agreement shall accurately reflect the agreement among the
Partners;

(d) a change that the Managing General Partner in
its sole discretion has determined to be reasonable and necessary or
appropriate to ensure that the Partnership will not be treated as an
association taxable as a corporation for Federal income tax purposes;

(e) a change (i) that does not adversely affect
the other Partners in any material respect, or (ii) that is necessary to
satisfy any requirements, conditions or guidelines contained in any opinion,
directive, order, ruling or regulation of any Federal or state agency or
judicial authority or contained in any Federal or state statute applicable to
the Partnership.

14.2 Amendment Procedure. Except as provided in Section
14.1, all amendments to this Agreement shall be made in accordance with the
following requirements. If an amendment is proposed, the Managing General
Partner shall seek the written consent of the requisite Percentage Interests .
A proposed amendment shall be effective upon its approval by a Majority
Interest unless a greater percentage is required by the Amendment. The
Managing General Partner shall notify all Partners upon final adoption of any
proposed amendment. If consent to the taking of any action by the Partners is
solicited by any Person other than by or on behalf of the Managing General
Partner, the written consents shall have no force and effect unless and until
(a) they are deposited with the Partnership in care of the Managing General
Partner, (b) consent sufficient to take the action proposed are dated as of a
date not more than 90 days prior to the date sufficient consents are deposited
with the Partnership, and (c) an Option of Counsel is delivered to the Managing
General Partner to the effect that the exercise of such right and the action
proposed to be taken with respect to any particular matter (i) would not
jeopardize the status of the Partnership as a partnership under applicable tax
laws and regulations and (ii) is otherwise permissible under the sate statutes
then governing the rights, duties and liabilities of the Partnership and the
Partners.

ARTICLE XV

General Provisions

15.1 Address and Notices. Any notice, demand, request or
report required or permitted to be given or made to a Partner under this
Agreement shall be in writing and shall be deemed given or made when delivered
in person or when sent by first class mail or by other means of written
communication to the Partner at the address described below. Any notice,
payment or report to be given or sent to a Partner hereunder shall be

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deemed conclusively to have been fully satisfied shall be deemed conclusively
to have been fully satisfied, upon mailing of such notice, payment or report to
such Partner's address as shown on the records of the Partnership, regardless
of any claim of any Person who may have an interest in the matter by reason of
an assignment or otherwise. An affidavit or certificate of mailing of any
notice, payment or report in accordance with the provisions of this Section
15.1 executed by the Managing General Partner or the mailing organization shall
be prima facie evidence of the giving or sending of such notice, payment or
report. If any notice, payment or report addressed to a Partner at the address
of such Partner appearing on the books of Partnership is returned by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver it, such notice, payment or report and any subsequent
notices, payments and reports shall be deemed to have been duly given or sent
without further mailing (until such time as such Partner or another Person
notifies the Partnership of a change in his address) if they are available for
the Partner or Assignee at the principal office of the Partnership for a period
of one year from the date of the giving or sending of such notice, payment or
report to the other Partners and Assignees. Any notice to the Partnership
shall be deemed given if received by the Managing General Partner at the
principal office of the Partnership designated pursuant to Section 1.3. The
Partnership and the Managing General Partner may rely and shall be protected in
relying on any notice or other document from a Partner or other Person if
believed by them to be genuine.

15.2 Titles and Captions. All article or section tiles or
captions in this Agreement are for convenience only. They shall not be deemed
part of this Agreement and in no way define, limit, extend or describe the
scope of intent of any provisions hereof. Except as specifically provided
otherwise, references to "Articles" and "Sections" are to Articles and Sections
of this Agreement.

15.3 Pronouns and Plurals. Whenever the context may
require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa.

15.4 Further Action. The parties shall execute and deliver
all documents, provide all information and take or refrain from taking action
as may be necessary or appropriate to achieve the purposes of this Agreement.

15.5 Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives and permitted assigns.

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15.6 Integration. This Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.

15.7 Creditors. None of the provisions of this Agreement
shall be for the benefit of or enforceable by any creditors of the Partnership.

15.8 Waiver. No failure by any party to insist upon the
strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute waiver of any such breach or any other covenant, duty,
agreement or condition.

15.9 Counterparts. This Agreement may be executed in
counterparts, all of which together shall constitute one agreement binding on
all the parties hereto, the fact that all such parties are not signatories to
the original or the same counterpart notwithstanding. Each party shall become
bound by this Agreement immediately upon affixing his or its signature hereto
or, in the case of a Person acquiring a Partnership Interest, upon executing
and delivering a Transfer Application as herein described, independently of the
signature of any other party.

15.10 Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois without
regard to the principles of conflicts of law. The Partners agree that any
litigation relating to this Agreement may be brought in a federal court in the
Eastern Division of the Northern District of Illinois or the Southern District
of New York. Each Partner hereby consents to personal jurisdiction in any such
action or proceeding brought in any court, consents to service of process by
mail made upon such Partner and such Partner's agent (or in any other manner
permitted by the rules of the court in which the action or proceeding is
brought) and waives any objection to venue in any such court or to any claim
that any such court is an inconvenient forum.

15.11 Invalidity of Provisions. Whenever possible, each
provision of this Agreement will be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement, except to the
extent that such prohibition or invalidity would constitute a material change
in the terms of this Agreement taken as a whole.

15.12 Survival. All indemnities and reimbursement
obligations made pursuant to this Agreement shall survive

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dissolution and liquidation of the Partnership until expiration of the longest
applicable statute of limitations (including extensions and waivers) with
respect to the matter for which a party would be entitled to be indemnified or
reimbursed, as the case may be.

IN WITNESS WHEREOF, the undersigned have executed or caused to
be executed on their behalf this Agreement as of the date set forth below.

Dated as of November 20, 1995

XXXXXX STREET CAPITAL ACQUISITION CO.,
L.L.C.

By:/s/ Xxx X. Xxxxxxxx
-----------------------------------
Xxx X. Xxxxxxxx
Managing Principal

FMG ACQUISITION, L.L.C.

By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxx
President

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AGREEMENT OF PARTNERSHIP OF WIG 85-I PARTNERS 2 AGREEMENT OF PARTNERSHIP OF WIG 85-I PARTNERS

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