WNC CALIFORNIA HOUSING TAX CREDITS IV LP SERIES 4. SECOND AMENDED AND RESTATED AGREEMENT (1996-06-12)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is being entered into effective as of the date written below by and between HOUSING ASSOCIATES, L.P. as the general partner (the "General Partner"), WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 5 as the limited partner (the "Limited Partner), DANIEL ALLGEIER and ALDUS O. OLSON as the withdrawing limited partners (collectively referred to as the "Original Limited Partner") and DANIEL ALLGEIER and ALDUS O. OLSON as the special limited partners (collectively referred to as the "Special Limited Partner").

PRENTISS PROPERTIES TRUST/MD. SECOND AMENDED AND RESTATED AGREEMENT (1996-09-18)

This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Second Amended and

RECOTON CORP. SECOND AMENDED AND RESTATED AGREEMENT (1996-07-03)

This SECOND AMENDED AND RESTATED AGREEMENT (the "Agreement") is dated as of May 1, 1996, by and among RECOTON CORPORATION, a New York corporation ("Recoton"), RC ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Recoton ("RC Acquisition Sub"), and ROBERT G. SHAW ("Shaw"), solely in his capacity as a stockholder of INTERNATIONAL JENSEN INCORPORATED, a Delaware corporation ("Jensen").

CALENERGY CO INC. SECOND AMENDED AND RESTATED AGREEMENT (1996-11-14)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") of SARANAC POWER PARTNERS, L.P. (the "Partnership") is made and entered into as of the 13th day of May, 1994, by and among SARANAC ENERGY COMPANY, INC., a Delaware corporation ("SECI"), TPC SARANAC PARTNER ONE, INC., a Delaware corporation ("TPC One"), TPC SARANAC PARTNER TWO, INC., a Delaware corporation ("TPC Two"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ("GE Capital" or the "GE Capital Limited Partner").

NATIONAL AUTO FINANCE CO INC. SECOND AMENDED AND RESTATED AGREEMENT (1996-10-08)

This Second Amended and Restated Agreement of Limited Partnership (the "Agreement"), dated as of September 1, 1995, by and among National Auto Finance Corporation, a Delaware corporation (the "General Partner"), and The S Associates Limited Partnership, a Nevada limited partnership, The O Associates Limited Partnership, a Nevada limited partnership, Stephen L. Gurba, Craig Schnee, Roy E. Tipton, Blane H. McDonald, Michael B. Colley, Irwin I. Kent, William G. Magro, Kevin G. Adams, Kamala R. Chapman, Keith B. Stein, Colleen S. McMillen, Richard H. Steffer, Tim Rooney, Lynn Dunham-Sirota and IronBrand Capital, LLC (collectively, the "Limited Partners" and individually, a "Limited Partner"), amends and restates in its entirety the Amended and Restated Agreement of Limited Partnership of National Auto Finance Company L.P. dated as of December 29, 1994, which amended and restated the limited partnership agreement of National Auto Finance Company L.P. dated as of October 1, 1994, which limited partnership was established pursuant to a certificate of limited partnership, dated as of September 30, 1994.

WEEKS CORP. SECOND AMENDED AND RESTATED AGREEMENT (1996-11-06)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 30th day of October, 1996, by and among WEEKS CORPORATION, a Georgia corporation, WEEKS GP HOLDINGS, INC., a Georgia corporation, as the General Partner, and the Persons whose names are set forth on Exhibit A-1 attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

BOSTON CAPITAL TAX CREDIT FUND IV LP. SECOND AMENDED AND RESTATED AGREEMENT (1997-03-26)

BOSTON CAPITAL TAX CREDIT FUND IV LP. SECOND AMENDED AND RESTATED AGREEMENT (1997-03-26)

INNKEEPERS USA TRUST/FL. SECOND AMENDED AND RESTATED AGREEMENT (1997-03-31)

PRENTISS PROPERTIES TRUST/MD. SECOND AMENDED AND RESTATED AGREEMENT (1997-03-25)

This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Second Amended and Restated Agreement of Limited Partnership of Prentiss Properties Acquisition Partners, L.P., as amended and restated.