Common use of Nature of Interests Clause in Contracts

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, the Partnership has made distributions of $7.50 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all of their original capital." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you.

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, the Partnership has made distributions of $7.50 2.50 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all of their original capitalinvestment." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you.

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, the Partnership has made no distributions of $7.50 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all a substantial portion of their original capitalinvestment." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you. WALTXX XXXEET CAPITAL ACQUISITION CO., L.L.C.

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, the Partnership has made distributions of $7.50 308.07 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all of their original capitalinvestment." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you. WALTXX XXXEET CAPITAL ACQUISITION CO., L.L.C.

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, the Partnership has made distributions of $7.50 238.00 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all of their original capitalinvestment." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you.

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, Q the Partnership has made distributions of $7.50 107.74 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all of their original capital." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you. WALTXX XXXEET CAPITAL ACQUISITION CO., L.L.C.

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, the Partnership has made distributions madedistributions of $7.50 82.50 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all of their original capitalinvestment." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you.

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, the Partnership has made distributions of $7.50 130.50 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all of their original capital." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you. WALTXX XXXEET CAPITAL ACQUISITION CO., L.L.C.

Nature of Interests. The Purchaser believes that the Interests represent an attractive investment at the Purchase Price. There can be no assurance, however, that this judgment is correct. Per the Partnership's September 30, 1995 Form 10-Q, the Partnership has made distributions of $7.50 401.40 per Interest since its inception. In the Partnership's Form 10-K for the year ended December 31, 1994, the General Partner states "In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover all of their original capital." Ownership of Interests will remain a speculative investment. The Offer provides Limited Partners with the opportunity to liquidate their Interests and to reinvest the proceeds in other investments should they desire to do so. * VOTING POWER. Limited Partners cannot participate in the management or control of the Partnership's business, and cannot control either the timing or amount of cash distributions, or the timing or terms of a sale of the Partnership's assets, except insofar as the Limited Partners are entitled to vote as permitted by the Partnership Agreement. If the maximum number of Interests sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 45% of the outstanding Interests and could be in a position to influence significantly decisions of the Partnership on which Limited Partners are entitled to vote. This could effectively (i) prevent non-tendering Limited Partners from taking actions they desire but that the Purchaser opposes and (ii) enable the Purchaser to take action desired by the Purchaser but opposed by the non-tendering Limited Partners. Matters upon which the Limited Partners are entitled to vote under the Partnership Agreement are: (1) amendment of the Partnership Agreement; (2) dissolution of the Partnership; (3) removal of the general partner or a successor general partner; (4) election of a new general partner upon the withdrawal of the general partner or a successor general partner; and (5) approval or disapproval of the sale of all or substantially all of the assets of the Partnership. Although the Purchaser has no current intention with regard to any of these matters, it will vote the Interests acquired pursuant to the Offer in its interest, which may, or may not, be in the best interests of non-tendering Limited Partners. Each Limited Partner must make his or her own decision based on his or her particular circumstances. Limited Partners should consult with their respective advisors about the financial, tax, legal and other implications to them of accepting the Offer. If you desire additional information regarding the Offer or need assistance in tendering your Interests to the Purchaser, you may call the Information Agent/Depositary, The Hermxx Xxxup, Inc. at (800) 000-0000. Xxformed and courteous agents are available to assist you.