Common use of ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS Clause in Contracts

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and thereby purchase) and will pay for all Units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Date. A tendering beneficial owner of Units whose Units are held of record in an IRA or other qualified plan will not receive direct payment of the Purchase Price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Assignment of Partnership Interest and any other documents required by the Assignment of Partnership Interest. See Section 3. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. For purposes of the Offer, the Purchaser (which is an affiliate of the General Partner) will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, validly tendered Units if, as and when the Purchaser (which is an affiliate of the General Partner) gives verbal or written notice to the Depositary of the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price with the Depositary, which will act as agent for tendering Limited Partners for the purpose of receiving payments from the Purchaser and transmitting those payments to Limited Partners whose Units have been accepted for payment. If any tendered Units are not purchased for any reason, the Assignment of Partnership Interest with respect to such Units will be destroyed by the Purchaser (which is an affiliate of the General Partner). If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and thereby purchase) and will pay for all Units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Date. A tendering beneficial owner of Units whose Units are held owned of record in by an IRA or other qualified plan will not receive direct payment of the Purchase Price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Assignment of Partnership Interest and any other documents required by the Assignment of Partnership Interest. See Section 3. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. For purposes of the Offer, the Purchaser (which is an affiliate of the General Partner) will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, validly tendered Units if, as and when the Purchaser (which is an affiliate of the General Partner) gives verbal or written notice to the Depositary of the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price with the Depositary, which will act as agent for tendering Limited Partners for the purpose of receiving payments from the Purchaser and transmitting those payments to Limited Partners whose Units have been accepted for payment. If any tendered Units are not purchased for any reason, the Assignment of Partnership Interest with respect to such Units will be destroyed by the Purchaser (which is an affiliate of the General Partner). If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the Managing General Partner) will accept for payment (and thereby purchase) and will pay for all Units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Date. A tendering beneficial owner of Units whose Units are held owned of record in by an IRA or other qualified plan will not receive direct payment of the Purchase Price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Assignment of Partnership Interest and any other documents required by the Assignment of Partnership Interest. See Section 3. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. For purposes of the Offer, the Purchaser (which is an affiliate of the Managing General Partner) will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, validly tendered Units if, as and when the Purchaser (which is an affiliate of the Managing General Partner) gives verbal or written notice to the Depositary of the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price with the Depositary, which will act as agent for tendering Limited Partners for the purpose of receiving payments from the Purchaser and transmitting those payments to Limited Partners whose Units have been accepted for payment. If any tendered Units are not purchased for any reason, the Assignment of Partnership Interest with respect to such Units will be destroyed by the Purchaser (which is an affiliate of the Managing General Partner). If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which is an affiliate of the Managing General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the Managing General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and thereby purchase) and will pay for all Units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Date. A tendering beneficial owner of Units whose Units are held owned of record in by an IRA or other qualified plan will not receive direct payment of the Purchase Price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary Information Agent of a properly completed and duly executed Assignment Letter of Partnership Interest Transmittal and any other documents required by the Assignment Letter of Partnership InterestTransmittal. See Section 3. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENTUnder no circumstances will interest be paid on the Purchase Price by reason of any delay in making such payment. For purposes of the Offer, the Purchaser (which is an affiliate of the General Partner) will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, validly tendered Units if, as and when the Purchaser (which is an affiliate of the General Partner) gives verbal or written notice to the Depositary Information Agent of the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price with the DepositaryInformation Agent, which will act as agent for tendering Limited Partners for the purpose of receiving payments from the Purchaser and transmitting those payments to Limited Partners whose Units have been accepted for payment. If any tendered Units are not purchased for any reason, the Assignment Letter of Partnership Interest Transmittal with respect to such Units will be destroyed by the Purchaser (which is an affiliate of the General Partner)Purchaser. If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which is an affiliate of the General Partner) may retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the Managing General Partner) will accept for payment (and thereby purchase) and will pay for all Units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Date. A tendering beneficial owner of Units whose Units are held of record in an IRA or other qualified plan will not receive direct payment of the Purchase Price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Assignment of Partnership Interest and any other documents required by the Assignment of Partnership Interest. See Section 3. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. For purposes of the Offer, the Purchaser (which is an affiliate of the Managing General Partner) will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, validly tendered Units if, as and when the Purchaser (which is an affiliate of the Managing General Partner) gives verbal or written notice to the Depositary of the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price with the Depositary, which will act as agent for tendering Limited Partners for the purpose of receiving payments from the Purchaser and transmitting those payments to Limited Partners whose Units have been accepted for payment. If any tendered Units are not purchased for any reason, the Assignment of Partnership Interest with respect to such Units will be destroyed by the Purchaser (which is an affiliate of the Managing General Partner). If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which is an affiliate of the Managing General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the Managing General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), the Purchaser (which is an affiliate of the General Partner) will accept for payment (and thereby purchase) payment, and will pay for for, all Units validly tendered and not withdrawn in accordance with the procedures specified in "The Offer--Section 4, . Withdrawal Rights" as promptly as practicable following the Expiration Date. A tendering beneficial owner The Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for payment of, or, subject to the requirements of Units whose Units are held of record in an IRA or other qualified plan will not receive direct payment Rule 14e-1(c) of the Purchase Price; ratherExchange Act, payment will be made for, Units in order to the custodian of such account comply in whole or planin part with any applicable law or condition. In all cases, payment for Units purchased accepted for payment pursuant to the Offer will be made only after (i) timely receipt by the Depositary of a valid, properly completed and duly fully executed Agreement of Assignment of Partnership Interest and Transfer, together with any other documents required thereby, and (ii) receipt by the Purchaser of the Partnership's confirmation that the transfer of Units pursuant to the Offer have been effectuated. The Purchaser will issue payment only to the Unitholder of record (including, in the case of Units held of recorded by an IRA or other qualified plan, such IRA or qualified plan) and payment will be forwarded only to the address listed on the Agreement of Assignment of Partnership Interest. See Section 3. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENTand Transfer. For purposes of the Offer, the Purchaser (which is an affiliate of the General Partner) will shall be deemed to have been accepted for payment pursuant to the Offer, (and thereby purchased, validly purchased tendered Units if, as and Units) when the Purchaser (which is an affiliate in receipt of the General Partner) gives verbal or written notice to Partnership's confirmation that the Depositary transfer of the Purchaser's acceptance of those Units for payment pursuant to the Offerhas been effectuated. Upon the terms and subject to the conditions of the Offer, payment for the Units accepted for payment purchased pursuant to the Offer will in all cases be made by deposit the Purchaser. The Offer Price will be automatically reduced by the aggregate amount of distributions per Unit, if any, made by the Purchase Price with Partnership from and after the Depositary, date of this Offer until the date on which will act as agent for tendering Limited Partners for the purpose of receiving payments from the Purchaser and transmitting those payments to Limited Partners whose Units have been accepted for payment. If any tendered Units are not purchased for any reason, the Assignment of Partnership Interest with respect to such Units will be destroyed by the Purchaser (which is an affiliate of the General Partner). If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay pays for Units tendered purchased pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of . Under no circumstances will the Purchaser (which is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under interest on the Offer or prejudice the rights of tendering Limited Partners to receive payment Price for Units validly tendered and accepted for payment pursuant to the OfferUnits.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept for payment (and thereby purchase) and will pay for all Units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Date. A tendering beneficial owner of Units whose Units are held owned of record in by an IRA or other qualified plan will not receive direct payment of the Purchase Price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Assignment of Partnership Interest (or a facsimile copy) and any other documents required by the Assignment of Partnership Interest. See Section 3. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. For purposes of the Offer, the Purchaser (which is an affiliate of the General Partner) will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, validly tendered Units if, as and when the Purchaser (which is an affiliate of the General Partner) gives verbal or written notice to the Depositary of the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price with the Depositary, which will act as agent for tendering Limited Partners for the purpose of receiving payments from the Purchaser and transmitting those payments to Limited Partners whose Units have been accepted for payment. If any tendered Units are not purchased for any reason, the Assignment of Partnership Interest with respect to such Units will be destroyed by the Purchaser (which is an affiliate of the General Partner). If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the OfferOffer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser (which is an affiliate of the General Partner) will accept for payment (and thereby purchase) payment, and will pay for for, all Units validly tendered prior to the Expiration Date (and not properly withdrawn in accordance with the procedures specified in Section 4, as "THE TENDER OFFER -- 3. Withdrawal Rights") promptly as practicable following after the Expiration Date. A tendering beneficial owner The Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for payment of, or, subject to the requirements of Units whose Units are held of record Rule 14e-1(c) referred to in an IRA or other qualified plan will not receive direct payment "THE TENDER OFFER -- 1. Terms of the Purchase Price; ratherOffer," payment for, payment will be made Units in order to comply in whole or in part with any applicable law or condition. See "THE TENDER OFFER -- 14. Certain Conditions of the custodian of such account or plan. Offer." In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Units or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Units into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in "THE TENDER OFFER -- 2. Procedures for Tendering Units," (ii) the Letter of Transmittal (or manually signed facsimile thereof), properly completed and duly executed Assignment of Partnership Interest executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and (iii) any other documents required by the Assignment Letter of Partnership InterestTransmittal. See Section 3The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility 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 Units which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against such participant. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. 6 9 For purposes of the Offer, the Purchaser (which is an affiliate of the General Partner) will be deemed to have accepted for payment pursuant to the Offer, (and thereby purchased, ) Units validly tendered Units ifand not properly withdrawn as, as if and when the Purchaser (which is an affiliate of the General Partner) gives verbal oral or written notice to the Depositary of the Purchaser's acceptance of those such Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price therefor with the Depositary, which will act as agent for tendering Limited Partners Unit holders for the purpose of receiving payments payment from the Purchaser and transmitting those payments payment to Limited Partners whose Units have been accepted for tendering Unit holders. Under no circumstances will interest on the Purchase Price be paid by the Purchaser by reason of any delay in making such payment. If any tendered Units are not purchased for any reason, the Assignment of Partnership Interest with respect to such Units will be destroyed by the Purchaser (which is an affiliate of the General Partner). If for any reason acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliates, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer for any reason, or if certificates are submitted representing more Units than are tendered, certificates for tendered Units not purchased or tendered will be returned, without expense to the tendering Unit holder (or, in the case of Units tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in "THE TENDER OFFER -- 2. Procedures for Tendering Units," such Units will be credited to an account maintained at such Book-Entry Transfer Facility), as promptly as practicable after the expiration or termination of the Offer. 5.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offeroffer, the Purchaser (which is an affiliate of the General Partner) we will accept purchase, by accepting for payment (and thereby purchase) payment, and will pay for all Units for, units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Dateexpiration date. A tendering beneficial owner of Units units whose Units units are held owned of record in by an IRA Individual Retirement Account or other qualified plan will not receive direct payment of the Purchase Priceoffer price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units units purchased pursuant to the Offer offer will be made only after timely receipt by the Depositary Information Agent of a properly completed and duly executed Assignment of Partnership Interest acknowledgment and any agreement and other documents required by the Assignment letter of Partnership Interesttransmittal attached as Annex II. See "The Offer--Section 3. UNDER NO CIRCUMSTANCES Procedure for Tendering Units." UNDXX XX XXRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE OFFER PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. We will, upon the terms and subject to the conditions of the offer, accept for payment and pay for units validly tendered, with appropriate adjustments to avoid purchases that would violate the agreement of limited partnership of your partnership and any relevant procedures or regulations promulgated by the general partner or applicable law. In some circumstances, we may pay you the full offer price and accept an assignment of your right to receive distributions and other payments and an irrevocable proxy in respect of the units and defer, perhaps indefinitely, the transfer of ownership of the units on the partnership books. In other circumstances we may only be able to purchase units which, together with units previously transferred within the preceding twelve months, do not exceed 50% of the outstanding units. If the number of units validly tendered and not properly withdrawn on or prior to the expiration date is less than or equal to the maximum number we can purchase under the partnership agreement, we will purchase all units so tendered and not withdrawn, upon the terms and subject to the conditions of the offer. But if more units than can be purchased under the partnership agreement are so tendered and not withdrawn, we will accept for payment and pay for those units so tendered which do not violate the terms of your partnership agreement, pro rata according to the number of units so tendered, with appropriate adjustments to avoid purchases of fractional units. If proration of tendered units is required, then, subject to our obligation under Rule 14e-1(c) under the Exchange Act to pay limited partners the purchase price in respect of units tendered or return those units promptly after termination or withdrawal of the offer, we do not intend to pay for any units accepted for payment pursuant to the offer until the final proration results are known. Notwithstanding any such delay in payment, no interest will be paid on the offer price. For purposes of the Offeroffer, the Purchaser (which is an affiliate of the General Partner) we will be deemed to have accepted for payment pursuant to the Offeroffer, and thereby purchased, validly tendered Units units, if, as and when the Purchaser (which is an affiliate of the General Partner) gives we give verbal or written notice to the Depositary Information Agent of the Purchaser's our acceptance of those Units units for payment pursuant to the Offeroffer. Upon the terms and subject to the conditions of the Offer, payment Payment for Units units accepted for payment pursuant to the Offer offer will be made by deposit of through the Purchase Price with the DepositaryInformation Agent, which will act as agent for tendering Limited Partners limited partners for the purpose of receiving cash payments from the Purchaser us and transmitting those cash payments to Limited Partners whose Units have been accepted for paymenttendering limited partners. If any tendered Units units are not purchased accepted for payment by us for any reason, the Assignment of Partnership Interest acknowledgment and agreement with respect to such Units will units not purchased may be destroyed by the Purchaser Information Agent or us or returned to you. You may withdraw tendered units until the expiration date (which is an affiliate of the General Partnerincluding any extensions). If In addition, if we have not accepted units for payment by July 12, 2002, you may then withdraw any tendered units. After the expiration date, the Information Agent may, on our behalf, retain tendered units, and those units may not be otherwise withdrawn, if, for any reason reason, acceptance for payment of, or payment for, any Units units tendered pursuant to the Offer offer is delayed or the Purchaser is we are unable to accept for payment, purchase or pay for Units units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which offer. Any such action is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's our obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners you the Purchase Price offer price in respect of Units units tendered or return those Units units promptly after termination or withdrawal of the Offeroffer. The Purchaser (which is an affiliate of the General Partner) reserves We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's our affiliates, the right to purchase Units units tendered pursuant to the Offeroffer, but any no such transfer or assignment will not relieve the Purchaser us of its our obligations under the Offer offer or prejudice the your rights of tendering Limited Partners to receive payment for Units units validly tendered and accepted for payment pursuant to the Offeroffer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offeroffer, the Purchaser (which is an affiliate of the General Partner) we will accept purchase, by accepting for payment (and thereby purchase) payment, and will pay for all Units for, units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Dateexpiration date. A tendering beneficial owner of Units units whose Units units are held owned of record in by an IRA Individual Retirement Account or other qualified plan will not receive direct payment of the Purchase Priceoffer price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units units purchased pursuant to the Offer offer will be made only after timely receipt by the Depositary Information Agent of a properly completed and duly executed Assignment of Partnership Interest acknowledgment and any agreement and other documents required by the Assignment letter of Partnership Interesttransmittal attached as Xxxxx XX. See "The Offer--Section 3. Procedure for Tendering Units." UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE OFFER PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. We will, upon the terms and subject to the conditions of the offer, accept for payment and pay for units validly tendered, with appropriate adjustments to avoid purchases that would violate the agreement of limited partnership of your partnership and any relevant procedures or regulations promulgated by the general partner or applicable law. In some circumstances, we may pay you the full offer price and accept an assignment of your right to receive distributions and other payments and an irrevocable proxy in respect of the units and defer, perhaps indefinitely, the transfer of ownership of the units on the partnership books. In other circumstances we may only be able to purchase units which, together with units previously transferred within the preceding twelve months, do not exceed 50% of the outstanding units. If the number of units validly tendered and not properly withdrawn on or prior to the expiration date is less than or equal to the maximum number we can purchase under the partnership agreement, we will purchase all units so tendered and not withdrawn, upon the terms and subject to the conditions of the offer. But if more units than can be purchased under the partnership agreement are so tendered and not withdrawn, we will accept for payment and pay for those units so tendered which do not violate the terms of your partnership agreement, pro rata according to the number of units so tendered, with appropriate adjustments to avoid purchases of fractional units. If proration of tendered units is required, then, subject to our obligation under Rule 14e-1(c) under the Exchange Act to pay limited partners the purchase price in respect of units tendered or return those units promptly after termination or withdrawal of the offer, we do not intend to pay for any units accepted for payment pursuant to the offer until the final proration results are known. Notwithstanding any such delay in payment, no interest will be paid on the offer price. For purposes of the Offeroffer, the Purchaser (which is an affiliate of the General Partner) we will be deemed to have accepted for payment pursuant to the Offeroffer, and thereby purchased, validly tendered Units units, if, as and when the Purchaser (which is an affiliate of the General Partner) gives we give verbal or written notice to the Depositary Information Agent of the Purchaser's our acceptance of those Units units for payment pursuant to the Offeroffer. Upon the terms and subject to the conditions of the Offer, payment Payment for Units units accepted for payment pursuant to the Offer offer will be made by deposit of through the Purchase Price with the DepositaryInformation Agent, which will act as agent for tendering Limited Partners limited partners for the purpose of receiving cash payments from the Purchaser us and transmitting those cash payments to Limited Partners whose Units have been accepted for paymenttendering limited partners. If any tendered Units units are not purchased accepted for payment by us for any reason, the Assignment of Partnership Interest acknowledgment and agreement with respect to such Units will units not purchased may be destroyed by the Purchaser Information Agent or us or returned to you. You may withdraw tendered units until the expiration date (which is an affiliate of the General Partnerincluding any extensions). If In addition, if we have not accepted units for payment by July 12, 2002, you may then withdraw any tendered units. After the expiration date, the Information Agent may, on our behalf, retain tendered units, and those units may not be otherwise withdrawn, if, for any reason reason, acceptance for payment of, or payment for, any Units units tendered pursuant to the Offer offer is delayed or the Purchaser is we are unable to accept for payment, purchase or pay for Units units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which offer. Any such action is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's our obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners you the Purchase Price offer price in respect of Units units tendered or return those Units units promptly after termination or withdrawal of the Offeroffer. The Purchaser (which is an affiliate of the General Partner) reserves We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's our affiliates, the right to purchase Units units tendered pursuant to the Offeroffer, but any no such transfer or assignment will not relieve the Purchaser us of its our obligations under the Offer offer or prejudice the your rights of tendering Limited Partners to receive payment for Units units validly tendered and accepted for payment pursuant to the Offeroffer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offeroffer, the Purchaser (which is an affiliate of the General Partner) we will accept purchase, by accepting for payment (and thereby purchase) payment, and will pay for all Units for, units validly tendered and not withdrawn in accordance with the procedures specified in Section 4, as promptly as practicable following the Expiration Dateexpiration date. A tendering beneficial owner of Units units whose Units units are held owned of record in by an IRA Individual Retirement Account or other qualified plan will not receive direct payment of the Purchase Priceoffer price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units units purchased pursuant to the Offer offer will be made only after timely receipt by the Depositary Information Agent of a properly completed and duly executed Assignment of Partnership Interest acknowledgment and any agreement and other documents required by the Assignment letter of Partnership Interesttransmittal attached as Annex II. See "The Offer--Section 3. Prxxxxxxx for Tendering Units." UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE OFFER PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. We will, upon the terms and subject to the conditions of the offer, accept for payment and pay for units validly tendered, with appropriate adjustments to avoid purchases that would violate the agreement of limited partnership of your partnership and any relevant procedures or regulations promulgated by the general partner or applicable law. In some circumstances, we may pay you the full offer price and accept an assignment of your right to receive distributions and other payments and an irrevocable proxy in respect of the units and defer, perhaps indefinitely, the transfer of ownership of the units on the partnership books. In other circumstances we may only be able to purchase units which, together with units previously transferred within the preceding twelve months, do not exceed 50% of the outstanding units. If the number of units validly tendered and not properly withdrawn on or prior to the expiration date is less than or equal to the maximum number we can purchase under the partnership agreement, we will purchase all units so tendered and not withdrawn, upon the terms and subject to the conditions of the offer. But if more units than can be purchased under the partnership agreement are so tendered and not withdrawn, we will accept for payment and pay for those units so tendered which do not violate the terms of your partnership agreement, pro rata according to the number of units so tendered, with appropriate adjustments to avoid purchases of fractional units. If proration of tendered units is required, then, subject to our obligation under Rule 14e-1(c) under the Exchange Act to pay limited partners the purchase price in respect of units tendered or return those units promptly after termination or withdrawal of the offer, we do not intend to pay for any units accepted for payment pursuant to the offer until the final proration results are known. Notwithstanding any such delay in payment, no interest will be paid on the offer price. For purposes of the Offeroffer, the Purchaser (which is an affiliate of the General Partner) we will be deemed to have accepted for payment pursuant to the Offeroffer, and thereby purchased, validly tendered Units units, if, as and when the Purchaser (which is an affiliate of the General Partner) gives we give verbal or written notice to the Depositary Information Agent of the Purchaser's our acceptance of those Units units for payment pursuant to the Offeroffer. Upon the terms and subject to the conditions of the Offer, payment Payment for Units units accepted for payment pursuant to the Offer offer will be made by deposit of through the Purchase Price with the DepositaryInformation Agent, which will act as agent for tendering Limited Partners limited partners for the purpose of receiving cash payments from the Purchaser us and transmitting those cash payments to Limited Partners whose Units have been accepted for paymenttendering limited partners. If any tendered Units units are not purchased accepted for payment by us for any reason, the Assignment of Partnership Interest acknowledgment and agreement with respect to such Units will units not purchased may be destroyed by the Purchaser Information Agent or us or returned to you. You may withdraw tendered units until the expiration date (which is an affiliate of the General Partnerincluding any extensions). If In addition, if we have not accepted units for payment by July 12, 2002, you may then withdraw any tendered units. After the expiration date, the Information Agent may, on our behalf, retain tendered units, and those units may not be otherwise withdrawn, if, for any reason reason, acceptance for payment of, or payment for, any Units units tendered pursuant to the Offer offer is delayed or the Purchaser is we are unable to accept for payment, purchase or pay for Units units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 14, the Depositary may, nevertheless, on behalf of the Purchaser (which offer. Any such action is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 4; subject, however, to the Purchaser's our obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners you the Purchase Price offer price in respect of Units units tendered or return those Units units promptly after termination or withdrawal of the Offeroffer. The Purchaser (which is an affiliate of the General Partner) reserves We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's our affiliates, the right to purchase Units units tendered pursuant to the Offeroffer, but any no such transfer or assignment will not relieve the Purchaser us of its our obligations under the Offer offer or prejudice the your rights of tendering Limited Partners to receive payment for Units units validly tendered and accepted for payment pursuant to the Offeroffer.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the terms and subject to the conditions of the Offer, the Purchaser (which is an affiliate of the General Partner) will accept purchase by accepting for payment (and thereby purchase) and will pay for all Units validly tendered and not withdrawn in accordance with the procedures specified in Section 44 ("Withdrawal Rights"), as promptly as practicable following the Expiration Date (such date of payment referred to herein as the "Payment Date"). A tendering beneficial owner of Units whose Units are held owned of record in by an IRA Individual Retirement Account or other qualified plan will not receive direct payment of the Purchase Price; rather, payment will be made to the custodian of such account or plan. In all cases, payment for Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Assignment of Partnership Interest (or facsimile thereof) (with required medallion signature guarantees, unless waived by the Purchaser in its sole and absolute discretion) and any other documents required by the Assignment of Partnership Interest. See Section 33 ("Procedure for Tendering Units"). UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. For purposes of the Offer, the Purchaser (which is an affiliate of the General Partner) will be deemed to have accepted for payment pursuant to the Offer, and thereby purchased, validly tendered Units Units, if, as and when the Purchaser (which is an affiliate of the General Partner) gives verbal or written notice to the Depositary of the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions No tender of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price with the Depositary, which will act as agent for tendering Limited Partners for the purpose of receiving payments from the Purchaser and transmitting those payments deemed to Limited Partners whose Units have been accepted for paymentvalidly made until all defects and irregularities with respect to such tender have been cured or waived. If any tendered Units are not purchased for any reason, the Assignment of Partnership Interest with respect shall be effective to such transfer to the Purchaser only that number of the Limited Partner's Units will be destroyed as is accepted for payment and thereby purchased by the Purchaser (which is an affiliate of the General Partner)Purchaser. If If, for any reason reason, acceptance for payment of, or payment for, any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment, purchase or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights under Section 1414 ("Conditions of the Offer"), the Depositary may, nevertheless, on behalf of the Purchaser (which is an affiliate of the General Partner) retain tendered Units, and those Units may not be withdrawn except to the extent that the tendering Limited Partners are entitled to withdrawal rights as described in Section 44 ("Withdrawal Rights"); subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. The Purchaser (which is an affiliate of the General Partner) reserves the right to transfer or assign, in whole or from time to time in part, to one or more of the Purchaser's affiliatespersons, the right to purchase Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Limited Partners to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.