Common use of Future Plans Clause in Contracts

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 Units. If the Purchasers acquire fewer than 1,400,000 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the Company’s circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the Company’s operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company or to change the management or operations of the Company. The Purchasers do not have any present intention to take any action in connection with the liquidation of the Company. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members to vote on matters subject to a member vote, including, but not limited to, any vote to affecting the sale of the Company’s properties and the liquidation and dissolution of the Company. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the Company, to cause the Company to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any Company, to make any change in the distribution policies, indebtedness or capitalization of any Company or to change the structure, management or operations of the Company, the listing status of the Units or the reporting requirements of the Company. However, if the Purchasers purchase over 50% of the outstanding Units of the Company (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company by virtue of being able to remove and replace the Board of Managers, to cause the Company to sell its assets, and to liquidate the Company.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 151,880 Units. If the Purchasers acquire fewer than 1,400,000 151,880 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the CompanyPartnership’s circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 151,880 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the CompanyPartnership’s operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company Partnership or to change the management or operations of the CompanyPartnership. The Purchasers do not have any present intention to take any action in connection with the liquidation of the CompanyPartnership. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members limited partners to vote on matters subject to a member limited partner vote, including, but not limited to, any vote to affecting the sale of the CompanyPartnership’s properties and the liquidation and dissolution of the CompanyPartnership. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the CompanyPartnership, to cause the Company Partnership to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any CompanyPartnership, to make any change in the distribution policies, indebtedness or capitalization of any Company Partnership or to change the structure, management or operations of the CompanyPartnership, the listing status of the Units or the reporting requirements of the CompanyPartnership. However, if the Purchasers purchase over 50% of the outstanding Units of the Company Partnership (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company Partnership by virtue of being able to remove and replace the Board of ManagersGeneral Partner, to cause the Company Partnership to sell its assets, and to liquidate the CompanyPartnership.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 47,261 Units. If the Purchasers acquire fewer than 1,400,000 47,261 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the Company’s Partnership's circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 47,261 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ ' future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s 's portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the Company’s Partnership's operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company Partnership or to change the management or operations of the CompanyPartnership. The Purchasers do not have any present intention to take any action in connection with the liquidation of the CompanyPartnership. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members limited partners to vote on matters subject to a member limited partner vote, including, but not limited to, any vote to affecting the sale of the Company’s Partnership's properties and the liquidation and dissolution of the CompanyPartnership. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the CompanyPartnership, to cause the Company Partnership to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any CompanyPartnership, to make any change in the distribution policies, indebtedness or capitalization of any Company Partnership or to change the structure, management or operations of the CompanyPartnership, the listing status of the Units or the reporting requirements of the CompanyPartnership. However, if the Purchasers purchase over 50% of the outstanding Units of the Company Partnership (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company Partnership by virtue of being able to remove and replace the Board of ManagersGeneral Partner, to cause the Company Partnership to sell its assets, and to liquidate the CompanyPartnership.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 20,986 Units. If the Purchasers acquire fewer than 1,400,000 20,986 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the CompanyPartnership’s circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 20,986 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the CompanyPartnership’s operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company Partnership or to change the management or operations of the CompanyPartnership. The Purchasers do not have any present intention to take any action in connection with the liquidation of the CompanyPartnership. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members limited partners to vote on matters subject to a member limited partner vote, including, but not limited to, any vote to affecting the sale of the CompanyPartnership’s properties and the liquidation and dissolution of the CompanyPartnership. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the CompanyPartnership, to cause the Company Partnership to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any CompanyPartnership, to make any change in the distribution policies, indebtedness or capitalization of any Company Partnership or to change the structure, management or operations of the CompanyPartnership, the listing status of the Units or the reporting requirements of the CompanyPartnership. However, if the Purchasers purchase over 50% of the outstanding Units of the Company Partnership (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company Partnership by virtue of being able to remove and replace the Board of ManagersGeneral Partner, to cause the Company Partnership to sell its assets, and to liquidate the CompanyPartnership.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 444,444 Units. If the Purchasers acquire fewer than 1,400,000 444,444 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the Company’s circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 444,444 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the Company’s operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company or to change the management or operations of the Company. The Purchasers do not have any present intention to take any action in connection with the liquidation of the Company. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members (if admitted as substitute members) to vote on matters subject to a member vote, including, but not limited to, any vote to affecting the sale of the Company’s properties and the liquidation and dissolution of the Company. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the Company, to cause the Company to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any Company, to make any change in the distribution policies, indebtedness or capitalization of any Company or to change the structure, management or operations of the Company, the listing status of the Units or the reporting requirements of the Company. However, if the Purchasers purchase over 50% of the outstanding Units of the Company (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company by virtue of being able to remove and replace the Board of ManagersManaging Member, to cause the Company to sell its assets, and to liquidate the Company.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 984,369 Units. If the Purchasers acquire fewer than 1,400,000 984,369 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the CompanyPartnership’s circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 984,369 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the CompanyPartnership’s operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company Partnership or to change the management or operations of the CompanyPartnership. The Purchasers do not have any present intention to take any action in connection with the liquidation of the CompanyPartnership. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members limited partners to vote on matters subject to a member limited partner vote, including, but not limited to, any vote to affecting the sale of the CompanyPartnership’s properties and the liquidation and dissolution of the CompanyPartnership. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the CompanyPartnership, to cause the Company Partnership to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any CompanyPartnership, to make any change in the distribution policies, indebtedness or capitalization of any Company Partnership or to change the structure, management or operations of the CompanyPartnership, the listing status of the Units or the reporting requirements of the CompanyPartnership. However, if the Purchasers purchase over 50% of the outstanding Units of the Company Partnership (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company Partnership by virtue of being able to remove and replace the Board of ManagersGeneral Partner, to cause the Company Partnership to sell its assets, and to liquidate the CompanyPartnership.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 25,988.4 Units. If the Purchasers acquire fewer than 1,400,000 25,988.4 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the Company’s Partnership's circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 25,988.4 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ ' future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s 's portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the Company’s Partnership's operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company Partnership or to change the management or operations of the CompanyPartnership. The Purchasers do not have any present intention to take any action in connection with the liquidation of the CompanyPartnership. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members limited partners to vote on matters subject to a member limited partner vote, including, but not limited to, any vote to affecting the sale of the Company’s Partnership's properties and the liquidation and dissolution of the CompanyPartnership. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the CompanyPartnership, to cause the Company Partnership to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any CompanyPartnership, to make any change in the distribution policies, indebtedness or capitalization of any Company Partnership or to change the structure, management or operations of the CompanyPartnership, the listing status of the Units or the reporting requirements of the CompanyPartnership. However, if the Purchasers purchase over 50% of the outstanding Units of the Company Partnership (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company Partnership by virtue of being able to remove and replace the Board of ManagersGeneral Partner, to cause the Company Partnership to sell its assets, and to liquidate the CompanyPartnership.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 427 Units. If the Purchasers acquire fewer than 1,400,000 427 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the CompanyPartnership’s circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 427 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the CompanyPartnership’s operations, announcement of pending property oil well sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company Partnership or to change the management or operations of the CompanyPartnership. The Purchasers do not have any present intention to take any action in connection with the liquidation of the CompanyPartnership. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members limited partners to vote on matters subject to a member limited partner vote, including, but not limited to, any vote to affecting the sale of the CompanyPartnership’s properties oil xxxxx and the liquidation and dissolution of the CompanyPartnership. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the CompanyPartnership, to cause the Company Partnership to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any CompanyPartnership, to make any change in the distribution policies, indebtedness or capitalization of any Company Partnership or to change the structure, management or operations of the CompanyPartnership, the listing status of the Units or the reporting requirements of the CompanyPartnership. However, if the Purchasers purchase over 50% of the outstanding Units of the Company Partnership (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company Partnership by virtue of being able to remove and replace the Board of ManagersGeneral Partner, to cause the Company Partnership to sell its assets, and to liquidate the CompanyPartnership.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 165,375 Units. If the Purchasers acquire fewer than 1,400,000 165,375 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the Company’s Partnership's circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 165,375 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ ' future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s 's portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the Company’s Partnership's operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company Partnership or to change the management or operations of the CompanyPartnership. The Purchasers do not have any present intention to take any action in connection with the liquidation of the CompanyPartnership. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members limited partners to vote on matters subject to a member limited partner vote, including, but not limited to, any vote to affecting the sale of the Company’s Partnership's properties and the liquidation and dissolution of the CompanyPartnership. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the CompanyPartnership, to cause the Company Partnership to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any CompanyPartnership, to make any change in the distribution policies, indebtedness or capitalization of any Company Partnership or to change the structure, management or operations of the CompanyPartnership, the listing status of the Units or the reporting requirements of the CompanyPartnership. However, if the Purchasers purchase over 50% of the outstanding Units of the Company Partnership (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company Partnership by virtue of being able to remove and replace the Board of ManagersGeneral Partner, to cause the Company Partnership to sell its assets, and to liquidate the CompanyPartnership.

Future Plans. Following the completion of the Offer, the Purchasers, or their affiliates, may acquire additional Units. Any such acquisitions may be made through private purchases, one or more future tender offers or by any other means deemed advisable or appropriate. Any such acquisitions may be at a consideration higher or lower than the consideration to be paid for the Units purchased pursuant to the Offer. The Purchasers are seeking to purchase a total of 1,400,000 333,333 Units. If the Purchasers acquire fewer than 1,400,000 333,333 Units pursuant to the Offer, the Purchasers may seek to make further purchases on the open market at prevailing prices, or solicit Units pursuant to one or more future tender offers at the same price, a higher price or, if the Company’s circumstances change, at a lower price. Alternatively, the Purchasers may discontinue any further purchases of Units after termination of the Offer, regardless of the number of Units purchased. The Offer is not made with any current view toward or plan or purpose of acquiring Units in a series of successive and periodic offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in purchasing 1,400,000 333,333 Units in this Offer, may consider future offers. Factors affecting the Purchasers’ future interest in acquiring additional Units include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for investment by the Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in the Units or actions by unrelated parties to tender for or purchase Units, the status of and changes and trends in the Company’s operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends. The Purchasers are acquiring the Units pursuant to the Offer solely for investment purposes. The Purchasers have no present intention to seek control of the Company or to change the management or operations of the Company. The Purchasers do not have any present intention to take any action in connection with the liquidation of the Company. The Purchasers nevertheless reserve the right, at an appropriate time, to exercise their rights as members (if admitted as substitute members) to vote on matters subject to a member vote, including, but not limited to, any vote to affecting the sale of the Company’s properties and the liquidation and dissolution of the Company. Except as expressly set forth herein, the Purchasers have no present intention to seek control of the Company, to cause the Company to engage in any extraordinary transaction, to cause any purchase, sale or transfer of a material amount of the assets of any Company, to make any change in the distribution policies, indebtedness or capitalization of any Company or to change the structure, management or operations of the Company, the listing status of the Units or the reporting requirements of the Company. However, if the Purchasers purchase over 50% of the outstanding Units of the Company (pursuant to this and any other tender offers and other purchases), they will be in a position to control the Company by virtue of being able to remove and replace the Board of ManagersManaging Member, to cause the Company to sell its assets, and to liquidate the Company.