FIRST AMENDED PARTNERSHIP AGREEMENT

upon terms and conditions (including timing of the transaction) substantially similar to those proposed in the bona fide offer. The General Partner exercises the right of first refusal, it shall purchase the Development by the later of (i) the date designated in the bona fide offer, or (ii) one hundred twenty (120) days after the Limited Partners receive the General Partner's notice of its intent to acquire the Development. SECTION 12: DISTRIBUTIONS ON DISSOLUTION Upon the Partnership's dissolution, the Partnership's business shall be immediately wound up. Any gain or loss on the disposition of Partnership property during the Partnership's liquidation shall be credited or charged to the Partners in accordance with Section 6.3. A Limited Partner shall have the right to receive distributions in cash. Any Partnership assets distributed in kind in the liquidation shall be valued and treated as though the assets were sold and the cash proceeds were distributed. Partnership assets in the course of the liquidation shall be applied and distributed in the following order: (a) Payment to creditors of the Partnership, including Partners, in the order of priority provided by law. In the discretion of the General Partner, reserves may be established to meet any contingent obligations or liabilities and, if and when those contingencies shall cease to exist, any remaining assets in the reserves shall be distributed as provided in this Section 12. (b) Distributions to the Partners shall be in accordance with positive Capital Account balances. Upon dissolution of the -58-