Common use of Valid Tender Clause in Contracts

Valid Tender. For BACs to be validly tendered pursuant to the Offer, a Letter of Transmittal or facsimile thereof properly completed and duly executed, together with any other documents required by the Letter of Transmittal, must be received by the Purchaser at its address or facsimile number on the back cover page of the Offer to Purchase on or prior to the Expiration Date. If tendering by facsimile, a BACs holder should subsequently send original copies of the Letter of Transmittal and any other documents required by the Letter of Transmittal to the Purchaser at its address on the back cover of the Offer to Purchase. In order to comply with certain restrictions set forth in the Partnership Agreement, tenders of less than all BACs owned by a BACs holder that would result in a BACs holder holding less than 5 BACs will not be accepted. See Instructions to the Letter of Transmittal. In order for a tendering BACs holder to participate in the Offer, BACs must be validly tendered and not withdrawn on or prior to the Expiration Date, which is 12:00 midnight, New York City time, on November 9, 1998, unless extended. The method of delivery of the Letter of Transmittal and all other required documents is at the option and risk of the tendering BACs holder and delivery will be deemed made only when actually received by the Purchaser. If delivery is by mail, registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding with respect to payment of the Purchase Price pursuant to the Offer, a tendering BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the sum of the Purchase Price plus the amount of Partnership liabilities allocable to each BAC purchased, each BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's taxpayer identification number and address and that the BACs holder is not a foreign person.

Valid Tender. For BACs to be To validly tendered pursuant to the Offertender Units, a Letter of Transmittal or facsimile thereof properly completed and duly executed, together with any other documents required by the Letter executed Assignment of Transmittal, must be received by the Purchaser at its address Partnership Interest (or facsimile number on the back cover page of the Offer to Purchase on or prior to the Expiration Date. If tendering by facsimile, a BACs holder should subsequently send original copies of the Letter of Transmittal thereof) and any other documents required by the Letter Assignment of Transmittal to Partnership Interest must be received by the Purchaser Depositary at its address set forth on the back cover of the Offer to Purchase, on or prior to the Expiration Date. In order Subject to comply with certain restrictions set forth the Minimum Units Requirements, a Limited Partner may tender any or all of the Units owned by that Limited Partner. No alternative, conditional or contingent tenders will be accepted. Signature Requirements. The signature(s) on the Assignment of Partnership Interest must be medallion guaranteed by a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States, a brokerage firm that is a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., as provided in the Assignment of Partnership Agreement, tenders of less than all BACs owned by a BACs holder that would result in a BACs holder holding less than 5 BACs will not be acceptedInterest. See Instructions to the Letter Assignment of TransmittalPartnership Interest. In order for a tendering BACs holder Limited Partner to participate in the Offer, BACs his Units must be validly tendered and not withdrawn on or prior to the Expiration Date. THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, which is 12:00 midnightSUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Appointment As Proxy. By executing an Assignment of Partnership Interest, New York City timea tendering Limited Partner appoints the Purchaser, on November 9, 1998, unless extended. The method of delivery its general partner and any designees of the Letter Purchaser as the Limited Partner's true and lawful agents and attorneys-in-fact and proxies, in the manner set forth in the Assignment of Transmittal and all other required documents is at Partnership Interest, each with full power of substitution, to the option and risk full extent of the tendering BACs holder Limited Partners's rights with respect to the Units tendered by the Limited Partner and delivery will be deemed made only when actually received accepted for payment by the Purchaser. If delivery is by mailThe Purchaser, registered mail with return receipt requested is recommended. In its general partner and the designees of the Purchaser will, as to those Units, be empowered to exercise all cases, sufficient time should be allowed to ensure timely delivery. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding voting and other rights with respect to such Units, including, without limitation, to assign such power of proxy and/or power-of- attorney to any person without assigning the related Units with respect to which the such proxy and power-of-attorney was granted, to deliver such Units and transfer ownership of such Units on the Partnership books maintained by the general partners of the Partnership, to become a substituted limited partner and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units and as a limited partner of the Partnership, all in accordance with the terms of the Offer. Each such power of attorney and proxy shall be considered coupled with an interest in the tendered Units. Such appointment is subject to and effective upon acceptance for payment of the Purchase Price pursuant Units tendered by the Limited Partner. Upon such acceptance for payment, all prior proxies given by the Limited Partner with respect to the OfferUnits will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective). The Purchaser reserves the right to require that, in order for Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of the Units, the Purchaser must be able to exercise full voting rights with respect to the Units, including voting at any meeting of Limited Partners then scheduled or acting by written consent without a meeting. By executing the Assignment of Partnership Interest, a tendering BACs holder must of Units agrees to execute all such documents and take such other actions as shall be reasonably required to enable the Letter of Transmittal, thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent Units tendered to be voted in accordance with the withholding of federal income tax in an amount equal to 10% directions of the sum of the Purchase Price plus the amount of Partnership liabilities allocable to each BAC purchased, each BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's taxpayer identification number and address and that the BACs holder is not a foreign personPurchaser.

Valid Tender. For BACs Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. In addition, either (i) certificates representing such Shares must be received by the Depositary along with the Letter of Transmittal or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below, and a Book-Entry Confirmation must be received by the Depositary, in each case at or prior to the Expiration Date, or (ii) the tendering Holder must comply with the guaranteed delivery procedures set forth below. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book Entry Transfer. The Depositary will establish accounts with respect to the Shares at a Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the Book-Entry Transfer Facility systems may make book-entry delivery of Shares by causing a Book-Entry Transfer Facility 5 8 to transfer such Shares into the Depositary's account at a Book-Entry Transfer Facility, in accordance with such Book-Entry Transfer Facility's procedures for transfer. However, although delivery of Shares may be effected through book-entry transfer at a Book-Entry Transfer Facility, a Letter of Transmittal (or facsimile thereof thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined below), and any other required documents required by the Letter of Transmittalmust, must in any case, be transmitted to and received by the Purchaser Depositary at one of its address or facsimile number addresses set forth on the back cover page of the this Offer to Purchase on or prior to the Expiration Date, or the tendering Holder must comply with guaranteed delivery procedures set forth below. If The term "Agent's Message" means a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of such Book-Entry Transfer Facility and the Depositary, to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by facsimile, a BACs holder should subsequently send original copies the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against the participant. The term Agent's Message shall also include any other documents hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary's office. Signature Guarantees. Signatures on all Letters of Transmittal must be guaranteed by a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program of the Stock Exchange Medallion Program (each of the foregoing being referred to as an "Eligible Institution"), except no signature guarantee is required where such Shares are tendered (i) by a registered Holder who has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal to or (ii) for the Purchaser at its address on the back cover account of the Offer to Purchase. In order to comply with certain restrictions set forth in the Partnership Agreement, tenders of less than all BACs owned by a BACs holder that would result in a BACs holder holding less than 5 BACs will not be acceptedan Eligible Institution. See Instructions to Instruction 1 of the Letter of Transmittal. In order for a tendering BACs holder to participate If the Share certificates are registered in the Offer, BACs must be validly tendered and not withdrawn on or prior to name of a person other than the Expiration Date, which is 12:00 midnight, New York City time, on November 9, 1998, unless extended. The method signer of delivery of the Letter of Transmittal and all other required documents is at the option and risk of the tendering BACs holder and delivery will be deemed made only when actually received by the Purchaser. If delivery is by mail, registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding with respect to payment of the Purchase Price pursuant to the Offer, a tendering BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent if payment is to be made, or Share certificates not accepted for payment, or not tendered are to be returned, to a person other than the withholding of federal income tax registered Holder, then the tendered Share certificates must be endorsed or accompanied by appropriate stock powers, in an amount equal to 10% either case signed exactly as the name or names of the sum registered holder or holders appear on the certificates, with the signature(s) on such certificates or stock powers guaranteed as described above. See Instructions 1 and 5 of the Purchase Price plus the amount of Partnership liabilities allocable to each BAC purchased, each BACs holder must execute the Letter of Transmittal. If Share certificates are forwarded separately to the Depositary, thereby certifying a Letter of Transmittal (or manually signed facsimile thereof), properly completed and duly executed, must accompany each such BACs holder's taxpayer identification number and address and that the BACs holder is not a foreign persondelivery.

Valid Tender. For BACs to be validly tendered pursuant to the Offer, a Letter of Transmittal or facsimile thereof properly completed and duly executed, together with any other documents required by the Letter of Transmittal, must be received by the Purchaser at its address or facsimile number on the back cover page of the Offer to Purchase on or prior to the Expiration Date. If tendering by facsimile, a BACs holder should subsequently send original copies of the Letter of Transmittal and any other documents required by the Letter of Transmittal to the Purchaser at its address on the back cover of the Offer to Purchase. In order to comply with certain restrictions set forth in the Partnership Agreement, tenders of less than all BACs owned by a BACs holder that would result in a BACs holder holding less than 5 BACs will not be accepted. See Instructions to the Letter of Transmittal. In order for a tendering BACs holder to participate in the Offer, BACs must be validly tendered and not withdrawn on or prior to the Expiration Date, which is 12:00 midnight, New York City time, on November 913, 1998, unless extended. The method of delivery of the Letter of Transmittal and all other required documents is at the option and risk of the tendering BACs holder and delivery will be deemed made only when actually received by the Purchaser. If delivery is by mail, registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding with respect to payment of the Purchase Price pursuant to the Offer, a tendering BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the sum of the Purchase Price plus the amount of Partnership liabilities allocable to each BAC purchased, each BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's taxpayer identification number and address and that the BACs holder is not a foreign person.

Valid Tender. For BACs to be validly tendered pursuant to the Offer, a Letter of Transmittal or facsimile thereof properly completed and duly executed, together with any other documents required by the Letter of Transmittal, must be received by the Purchaser Information Agent/Depositary at its address or facsimile number on the back cover page of the Offer to Purchase on or prior to the Expiration Date. If tendering by facsimile, a BACs holder should subsequently send original copies of the Letter of Transmittal and any other documents required by the Letter of Transmittal to the Purchaser Information Agent/Depositary at its address on the back cover of the Offer to Purchase. In order to comply with certain restrictions set forth in the Partnership Agreement, tenders of less than all BACs owned by a BACs holder that would result in a BACs holder holding less than 5 BACs will not be accepted. See Instructions to the Letter of Transmittal. In order for a tendering BACs holder to participate in the Offer, BACs must be validly tendered and not withdrawn on or prior to the Expiration Date, which is 12:00 midnight, New York City time, on November 9December 10, 19981997, unless extended. The method of delivery of the Letter of Transmittal and all other required documents is at the option and risk of the tendering BACs holder and delivery will be deemed made only when actually received by the PurchaserInformation Agent/Depositary. If delivery is by mail, registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding with respect to payment of the Purchase Price pursuant to the Offer, a tendering BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the sum of the Purchase Price plus the amount of Partnership liabilities allocable to each BAC purchased, each BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's taxpayer identification number and address and that the BACs holder is not a foreign person.

Valid Tender. For BACs to be validly tendered pursuant to the Offer, a Letter of Transmittal or facsimile thereof properly completed and duly executed, together with any other documents required by the Letter of Transmittal, must be received by the Purchaser Information Agent/Depositary at its address or facsimile number on the back cover page of the Offer to Purchase on or prior to the Expiration Date. If tendering by facsimile, a BACs holder should subsequently send original copies of the Letter of Transmittal and any other documents required by the Letter of Transmittal to the Purchaser Information Agent/Depositary at its address on the back cover of the Offer to Purchase. In order to comply with certain restrictions set forth in the Partnership Agreement, tenders of less than all BACs owned by a BACs holder that would result in a BACs holder holding less than 5 BACs will not be accepted. See Instructions to the Letter of Transmittal. In order for a tendering BACs holder to participate in the Offer, BACs must be validly tendered and not withdrawn on or prior to the Expiration Date, which is 12:00 midnight, New York City time, on November 9September 25, 19981997, unless extended. The method of delivery of the Letter of Transmittal and all other required documents is at the option and risk of the tendering BACs holder and delivery will be deemed made only when actually received by the PurchaserInformation Agent/Depositary. If delivery is by mail, registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding with respect to payment of the Purchase Price pursuant to the Offer, a tendering BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the sum of the Purchase Price plus the amount of Partnership liabilities allocable to each BAC purchased, each BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's taxpayer identification number and address and that the BACs holder is not a foreign person.