Common use of Financing Arrangements Clause in Contracts

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 to date in 1997. The Partnership paid NPI-AP property management fees for property management services in the aggregate amounts of $235,000 for the year ended December 31, 1996 and $181,000 for the nine-month period ended September 30, 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership in the amounts of $154,000 for the year ended December 31, 1996 and $93,000 during the first nine months of 1997. On January 19, 1996, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were Partnership was not affiliates an affiliate of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP)affiliates, on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 6,000 to date in 1998 and $11,000 in each of 1997. The Partnership paid NPI-AP property management fees for property management services in the aggregate amounts of $235,000 for the year ended December 31, 1996 and $181,000 for the nine-month period ended September 30, 19971995. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a Partnership management fee for services equal to 10% of the Partnership's cash available for distribution. The Partnership paid Insignia and its affiliates are entitled fees for partnership management services in the amounts of approximately $123,000 for each of the years ended December 31, 1997 and 1996, respectively, and has paid Insignia and its affiliates partnership management fees equal to be reimbursed by $62,000 during the Partnership for the expenses they incur in connection with providing those servicesfirst six months of 1998. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997 and 1996 in the amounts of $154,000 97,000 and $126,000, respectively, and has reimbursed them for such services in the amount of $61,000 through June 30, 1998 (including reimbursements paid to an affiliate of the General Partner in the amount of $1,000 for the year ended December 31, 1997 for costs incurred in connection with construction oversight services). For the period January 1, 1996 and $93,000 during the first nine months of 1997. On January 19through December 31, 1996, the Partnership began insuring insured its properties under a master policy through an agency and insurer unaffiliated with FCMC, and through an agency affiliated with FCMC for the General Partnerperiod January 1, 1997 through August 31, 1997. An affiliate of the General Partner FCMC acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current That agent assumed the financial obligations to the affiliate of the General Partner FCMC who receives received payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the such arrangement described in the three preceding sentences has been was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 933,000 to date in 1997, $82,000 in 1996 and $2,665,000 in 1995. In late December 1994, IRG (which is an affiliate of the Purchaser and the General Partner) assumed day-to-day property management responsibilities for the Partnership's properties. The Partnership paid NPI-AP IRG property management fees for property management services in the aggregate amounts of approximately $235,000 554,000 and $536,000 for the year years ended December 31, 1996 and 1995, respectively, and has paid IRG property management fees equal to $181,000 for 423,000 during the nine-month period ended September 30, first nine months of 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership during 1996 and 1995 in the amounts of $154,000 269,000 (including reimbursement of $15,000 paid to an affiliate of the General Partner for costs incurred in connection with construction oversight services) and $227,000, respectively, and has reimbursed them for such services in the amount of $141,000 through September 30, 1997. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a partnership management fee equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were $213,000 in 1996, $613,000 in 1995 and $82,000 for the year ended December 31, 1996 and $93,000 during the first nine months of ended September 30, 1997. On January 19July 1, 19961995, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 20,000 to date in 1997, $30,000 in 1996 and $30,000 in 1995. In late December 1994, IRG and ICG (which are affiliates of the Purchaser and the General Partner) assumed day-to-day property management responsibilities for all of the Partnership's properties and the CCEP Properties. The Partnership and CCEP paid NPI-AP IRG and ICG property management fees for property management services in the aggregate amounts of approximately $235,000 1,409,000 and $1,373,000 for the year years ended December 31, 1996 and 1995, respectively, and have paid IRG and ICG property management fees equal to $181,000 for 714,000 during the nine-month period ended September 30, first six months of 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership and CCEP reimbursed the General Partner Partner, ConCap Holdings and its their affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the two years ended December 31, 1996 and 1995 in the amounts of $154,000 1,022,000 and $733,000, respectively, and have reimbursed them in the amount of $409,000 through June 30, 1997. The amounts of reimbursements include approximately $369,000 and $128,000, respectively, for the year ended December 31, 1996 and the six months ended June 30, 1997 for construction oversight costs. CCEP paid lease commissions to an affiliate in the amounts of $93,000 during 69,000 and $221,000 for the first nine years ended December 31, 1996 and 1995, respectively. In addition, CCEP is subject to an Investment Advisory Agreement between CCEP and an affiliate of ConCap Holdings (which is an affiliate of the General Partner). This agreement provides for an annual fee, payable in monthly installments, to an affiliate of ConCap Holdings for advisory and consulting services for the CCEP Properties. Advisory fees paid pursuant to this agreement were $182,000 and $233,000, respectively, for the years ended December 31, 1996 and 1995, and $91,000 for the six months of ended June 30, 1997. During 1995, an affiliate of the General Partner was paid $28,000 in connection with obtaining financing on one of the Partnership's properties. On January 19July 1, 19961995, each of the Partnership and CCEP began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been during the 18-month period ended December 31, 1996 and since that date was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Class B Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Class B Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class B Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 14,000 to date in 1997, $5,000 in 1996 and $9,000 in 1995. In late December 1994, IRG (an affiliate of the Purchaser and the General Partner) assumed day-to-day property management responsibilities for the Partnership's properties. The Partnership paid NPI-AP IRG property management fees for property management services in the aggregate amounts of approximately $235,000 240,000 and $223,000 for the year years ended December 31, 1996 and 1995, respectively, and has paid IRG property management fees equal to $181,000 for 185,000 during the nine-month period ended September 30, first nine months of 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership during 1996 and 1995 in the amounts of $154,000 178,000 and $120,000, respectively, and has reimbursed them in the amount of $91,000 through September 30, 1997 (including reimbursements paid to an affiliate of the General Partner in the amounts of $54,000 and $10,500 for the year ended December 31, 1996 and $93,000 during the first nine months ended September 30, 1997, respectively, for costs incurred in connection with construction oversight services). Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $41,000 and $82,000 for the years ended December 31, 1996 and 1995, respectively, and approximately $123,000 for the nine months ended September 30, 1997. On January 19July 1, 19961995, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 to date in 1997. The Partnership paid NPI-AP IRG property management fees for property management services in the aggregate amounts of approximately $235,000 373,000, $372,000 and $356,000 for the year years ended December 31, 1997, 1996 and 1995, respectively, and has paid IRG property management fees equal to $181,000 for 93,374 during the nine-month period ended September 30, 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those servicesfirst three months of 1998. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $154,000 208,000, $232,000 and $143,000, respectively, and has reimbursed them for such services in the amount of $50,853 through March 31, 1998. The reimbursement amounts for the year years ended December 31, 1997 and December 31, 1996 include $24,000 and $93,000 during 25,000, respectively, which amounts were paid to an affiliate of the first nine months of General Partner for costs incurred in connection with construction oversight services. For the period January 1, 1996 through August 31, 1997. On January 19, 1996, the Partnership began insuring insured its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current That agent assumed the financial obligations to the affiliate of the General Partner who receives received payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the such arrangement described in the three preceding sentences has been was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, Partnership and the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996June 1997. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner Partner, IRG and NPI-API/ESG), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 to date in June 1997. The Partnership paid NPI-AP property management IRG and I/ESG fees for property management services in the aggregate amounts amount of approximately $235,000 368,000 for the year ended December 31, 1996 1997 and has paid IRG and I/ESG property management fees equal to approximately $181,000 for 234,000 during the nine-month period ended September 30, 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those servicesfirst six months of 1998. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership in the amounts of $154,000 for the year ended December 31, 1996 and $93,000 during the first nine months of 1997. On January 19, 1996, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, 1997 in the acquisition amount of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia approximately $29,000 and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described has reimbursed them for such services in the three preceding sentences has been immaterialamount of approximately $45,000 through June 30, 1998.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand and, if necessary, funds available to it under its credit facility (as described in Section 12) to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 10,000 in 1997 and $30,000 in 1995. There were no distributions made to date the General Partner in 19971996. The Partnership and CCEP/2 paid NPI-AP IRG and ICG property management fees for property management services in the aggregate amounts of approximately $235,000 881,000, $946,000 and $948,000 for the year years ended December 31, 1997, 1996 and 1995, respectively, and have paid IRG and ICG property management fees equal to $181,000 for 217,000 during the nine-month period ended September 30, 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those servicesfirst three months of 1998. The Partnership and CCEP/2 reimbursed the General Partner Partner, ConCap Holdings and its their affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the amounts of $154,000 574,000, $654,000 and $708,000, respectively, and have reimbursed them in the amount of $153,000 through March 31, 1998. The reimbursement amount for the year three months ended March 31, 1998 includes $11,000 which was paid to an affiliate of the General Partner for costs incurred in connection with construction oversight costs. The Partnership and CCEP/2 paid $380,000, $295,000 and $615,000 for the years ended December 31, 1997, 1996 and 1995, respectively, and $93,000 during 60,000 for the first nine three months ended March 31, 1998, to an affiliate of the General Partner for commercial lease commissions. In addition, CCEP/2 is subject to an Investment Advisory Agreement between CCEP/2 and an affiliate of ConCap Holdings (which is an affiliate of the General Partner). This agreement provides for an annual fee, payable in monthly installments, to an affiliate of ConCap Holdings for advisory and consulting services for the CCEP/2 Properties. Advisory fees paid pursuant to this agreement were $154,000, $154,000 and $178,000, respectively, for the years ended December 31, 1997, 1996 and 1995, and $42,000 for the three months ended March 31, 1998. On For the period January 191, 19961996 through August 31, 1997, the Partnership began insuring insured its properties under a master policy through an agency and affiliated with the General Partner, but with an insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the then current year's master policy. The current That agent assumed the financial obligations to the affiliate of the General Partner who receives received payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the such arrangement described in the three preceding sentences has been was immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The PartnershipIn late December 1994, IRG and ICG (which are affiliates of the Purchaser and the General Partner and NPIPartner) assumed day-AP (which is the to-day property manager management responsibilities for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the 's properties (other than one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other handproperty, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest was managed by a third party until such property was sold in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 to date in 1997December 1995). The Partnership paid NPI-AP IRG and ICG property management fees for property management services in the aggregate amounts of approximately $235,000 204,000 and $246,000 for the year years ended December 31, 1996 and 1995, respectively, and has paid IRG and ICG property management fees equal to $181,000 for 153,000 during the nine-month period ended September 30, first nine months of 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership during 1996 and 1995 in the amounts of $154,000 for the year ended December 31, 1996 167,000 and $93,000 173,000, respectively, and has reimbursed them for such services in the amount of $94,000 through September 30, 1997 (including $14,000 for reimbursements of costs incurred in connection with construction oversight services). The Partnership paid an affiliate of the General Partner $72,000 of commercial leasing commissions during the first nine months of ended September 30, 1997. In 1996, the Partnership paid an affiliate of the General Partner approximately $36,000 for loan costs incurred in connection with refinancing the debt encumbering two of the Partnership's properties. On January 19July 1, 19961995, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate 18 of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloonbullet" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to mid-January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since mid-January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership a cash distribution of $52,000 in 1996. No distributions of approximately $6,500 have been made to the General Partner to date in 1997. The Partnership paid NPI-AP property management fees for property management services in the aggregate amounts of $235,000 1,010,000 for the year ended December 31, 1996 and $181,000 515,000 for the ninesix-month period ended September June 30, 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership in the amounts of $154,000 182,000 for the year ended December 31, 1996 and $93,000 78,000 during the first nine six months of 1997. An affiliate of the General Partner received $206,000 in 1996 in connection with the refinancing of four of the Partnerships' properties. On January 19, 1996, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 10,000 to date in 1997, and $10,000 in each of 1996 and 1995. In late December 1994, IRG and ICG (which are affiliates of the Purchaser and the General Partner) assumed day-to-day property management responsibilities for the Partnership's properties. The Partnership paid NPI-AP IRG and ICG property management fees for property management services in the aggregate amounts of approximately $235,000 95,000 and $115,000 for the year years ended December 31, 1996 and 1995, respectively, and has paid IRG and ICG property management fees equal to $181,000 for 82,000 during the nine-month period ended September 30, first nine months of 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership during 1996 and 1995 in the amounts of $154,000 129,000 and $132,000, respectively, and has reimbursed them for such services in the amount of $88,000 through September 30, 1997 (including $23,000 for reimbursements of costs incurred in connection with construction oversight services). In 1996, the Partnership reimbursed an affiliate of the General Partner approximately $12,000 for costs incurred in connection with a refinancing of the debt encumbering one of the Partnership's properties. The Partnership paid an affiliate of the General Partner $6,000 in 1996, $4,000 in 1995 and $43,000 for the year nine months ended September 30, 1997, for commercial leasing commissions. The Partnership Agreement also provides for an asset management fee to be paid to the General Partner or an affiliate in monthly installments equal to 0.625% of the purchase price of the properties plus improvements for managing the Partnership's assets. Pursuant to this provision, asset management fees of $98,000 were paid to the General Partner and affiliates in each of the years ended December 31, 1996 and 1995 and asset management fees of $93,000 during 73,000 were paid in the first nine months of ended September 30, 1997. On January 19July 1, 19961995, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager manger for the Partnership) were not affiliates of Insignia prior to mid-January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since mid-January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The No distributions were made to the General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 in 1996 or to date in 1997. The Partnership paid NPI-AP property management fees for property management services in the aggregate amounts of $235,000 737,000 for the year ended December 31, 1996 and $181,000 369,000 for the ninesix-month period ended September June 30, 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership in the amounts of $154,000 187,000 for the year ended December 31, 1996 and $93,000 78,000 during the first nine six months of 1997. During the year ended 1996, the Partnership paid approximately $7,000 to affiliates of the General Partner for expense reimbursements in connection with the November 1996 refinancing of Sunrunner Apartments. On January 19, 1996, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Class A Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Class A Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Class A Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 14,000 to date in 1997, $5,000 in 1996 and $9,000 in 1995. In late December 1994, IRG (an affiliate of the Purchaser and the General Partner) assumed day-to-day property management responsibilities for the Partnership's properties. The Partnership paid NPI-AP IRG property management fees for property management services in the aggregate amounts of approximately $235,000 240,000 and $223,000 for the year years ended December 31, 1996 and 1995, respectively, and has paid IRG property management fees equal to $181,000 for 185,000 during the nine-month period ended September 30, first nine months of 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership during 1996 and 1995 in the amounts of $154,000 178,000 and $120,000, respectively, and has reimbursed them in the amount of $91,000 through September 30, 1997 (including reimbursements paid to an affiliate of the General Partner in the amounts of $54,000 and $10,500 for the year ended December 31, 1996 and $93,000 during the first nine months ended September 30, 1997, respectively, for costs incurred in connection with construction oversight services). Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a fee for executive and administrative management services equal to 9% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fees paid to the General Partner pursuant to this provision were approximately $41,000 and $82,000 for the years ended December 31, 1996 and 1995, respectively, and approximately $123,000 for the nine months ended September 30, 1997. On January 19July 1, 19961995, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 165,000 to date in 1997, $48,000 in 1996 and $36,000 in 1995. In late December 1994, IRG and ICG (which are affiliates of the Purchaser and the General Partner) assumed day-to-day property management responsibilities for the Partnership's properties. The Partnership paid NPI-AP IRG and ICG property management fees for property management services in the aggregate amounts of approximately $235,000 658,000 and $572,000 for the year years ended December 31, 1996 and 1995, respectively, and has paid IRG and ICG property management fees equal to $181,000 for 548,000 during the nine-month period ended September 30, first nine months of 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership in the amounts of $154,000 for the year years ended December 31, 1996 and 1995 in the amounts of $93,000 during 435,000 (including reimbursements paid to an affiliate of the first nine months General Partner of $32,000 for commercial lease commissions) and $443,000 (including reimbursements paid to an affiliate of the General Partner of $14,000 for commercial lease commissions), respectively, and has reimbursed them for such services in the amount of $270,000 through September 30, 1997. During 1996, an affiliate of the General Partner was paid $98,000 in connection with obtaining financing on certain of the Partnership's properties. On January 19July 1, 19961995, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 to date in 1997. The Partnership paid NPI-AP IRG property management fees for property management services in the aggregate amounts of approximately $235,000 182,000 and $171,000 for the year years ended December 31, 1996 and 1995, respectively, and has paid IRG property management fees equal to $181,000 for 137,000 during the nine-month period ended September 30, first nine months of 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates (including Insignia) for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership during 1996 and 1995 in the amounts of $154,000 97,000 and $68,000, respectively, and has reimbursed them for such services in the amount of $103,000 through September 30, 1997. The reimbursement amounts for the year ended December 31, 1996 and the nine-month period ended September 30, 1997 include $93,000 during the first nine months of 199718,000 and $45,000, respectively, which was paid to an affiliate for costs incurred in connection with construction oversight services. On January 19, 1996, the The Partnership began insuring insures its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been is immaterial.

Financing Arrangements. The Purchaser (which is an affiliate of the General Partner) expects to pay for the Units it purchases pursuant to the Offer with funds provided by IPLP as capital contributions. IPLP in turn intends to use its cash on hand to make such contributions. See Section 12. It is possible, however, that in connection with its future financing activities, IPT or IPLP may cause or request the Purchaser (which is an affiliate of the General Partner) to pledge the Units as collateral for loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser with incentives to generate substantial near-term cash flow from the Purchaser's investment in the Units. This could be the case, for example, if a loan has a "balloon" maturity after a relatively short time or bears a high or increasing interest rate. In such a situation, the General Partner may experience a conflict of interest in seeking to reconcile the best interests of the Partnership with the need of its affiliates for cash flow from the Partnership's activities. Transactions with Affiliates. The Partnership, the General Partner and NPI-AP (which is the property manager manger for the Partnership) were not affiliates of Insignia prior to January 1996. Accordingly, this section only discusses transactions between the Partnership, on the one hand, and Insignia and its affiliates (including the General Partner and NPI-AP), on the other hand, which have occurred since January 1996. Under the Limited Partnership Agreement, the General Partner holds an interest in the Partnership and is entitled to participate in certain cash distributions made by the Partnership to its partners. The General Partner received from the Partnership in respect of its interest in the Partnership cash distributions of approximately $6,500 58,000 to date in 19971997 and $111,000 in 1996. The Partnership paid NPI-AP property management fees for property management services in the aggregate amounts of $235,000 415,000 for the year ended December 31, 1996 and $181,000 321,000 for the nine-month period ended September 30, 1997. Insignia and its affiliates do not receive any fees from the Partnership for the asset management or partnership administration services they provide, although, pursuant to the Limited Partnership Agreement, the General Partner and its affiliates are entitled to be reimbursed by the Partnership for the expenses they incur in connection with providing those services. The Partnership reimbursed the General Partner and its affiliates for expenses incurred in connection with asset management and partnership administration services performed by them for the Partnership in the amounts of $154,000 165,000 for the year ended December 31, 1996 and $93,000 138,000 during the first nine months of 1997. The amount of reimbursements for 1996 and during the first nine months of 1997 include $22,000 and $21,000, respectively, for costs incurred in connection with construction oversight services. During the year ended December 31, 1996, the Partnership paid approximately $8,000 to an affiliate of the General Partner for expense reimbursements in connection with the refinancing of Preston Creek Apartments. Pursuant to the Limited Partnership Agreement, the General Partner is entitled to receive a partnership management fee equal to 10% of the Partnership's adjusted cash from operations, as and when cash from operations is distributed to the Limited Partners. The fee paid to the General Partner pursuant to this provision was approximately $3,000 for the nine-month period ended September 30, 1997. On January 19, 1996, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payments on these obligations from the agent. Insignia and the General Partner believe that the aggregate financial benefit derived by Insignia and its affiliates from the arrangement described in the three preceding sentences has been immaterial.