Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units Shares tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for Shares and may terminate or amend the Offer as to such Units Shares if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units Shares by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any UnitsShares, including including, without limitation limitation, the right to vote any Units Shares acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersREIT’s Shareholders, (iii) requires divestiture by the Purchaser Purchasers of any UnitsShares, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipREIT, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipREIT, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipREIT, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the UnitsShares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units Shares have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units Shares beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsShares. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Shareholder, we will waive that condition for all Shareholders tendering Shares. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination in Washington State Court pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the Managing General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the Managing General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the Managing General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the Managing General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the Managing General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the Managing General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the Managing General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of The Offeror will have the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any and not take up and pay for, or extend the period of time before during which the Expiration DateOffer is open and postpone taking up and paying for, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend Shares deposited under the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any unless all of the following conditions existsare satisfied or the Offeror has waived them at or prior to the relevant Expiry Time: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency there shall have been validly deposited under the Offer and not withdrawn as at the Expiry Time of the Offer, such number of Shares which represents at least 66 2/3% of the issued and outstanding Shares calculated on a Diluted Basis, excluding any Shares directly or indirectly owned by the Offeror prior to the Expiry Time of the Offer; (b) all requisite governmental or regulatory consents, approvals or decisions (including, without limitation, those of any stock exchanges or securities regulatory authorities and consents from any governmental authority within the People’s Republic of China) that in the Offeror’s judgment, acting reasonably, are necessary or desirable in connection with and required by law to complete the Offer shall remain in effect which have been obtained on terms satisfactory to the Offeror, acting reasonably, and all waiting periods imposed by applicable Laws shall have expired or been terminated; (c) the Offeror shall have determined, acting reasonably, that: (i) makes illegalno act, delays action, suit, demand or otherwise directly proceeding shall have been threatened in writing or indirectly restrains taken before or prohibits by any Canadian or foreign Government Authority or by any elected or appointed public official or private person (including, without limitation, any individual, corporation, firm, group or other entity) in Canada, the making United States or elsewhere whether or not having the force of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), Law; and (ii) imposes no Law, regulation or confirms policy shall have been proposed, enacted, promulgated or applied; in either case: A. to cease trade, enjoin, prohibit or impose material limitations or conditions on the ability purchase by or the sale to the Offeror of any of the Purchaser effectively Shares or the right of the Offeror to own or exercise full rights of ownership of any Unitsthe Shares; B. which, including without limitation if the right Offer was consummated, would reasonably be expected to vote any Units acquired lead to a Material Adverse Change or which would adversely affect the ability of the Offeror to effect a Subsequent Acquisition Transaction; C. which would prevent or materially delay the completion of the acquisition by the Purchaser Offeror of the Shares pursuant to a Subsequent Acquisition Transaction; or D. seeking to prohibit or limit the Offer ownership or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture operation by the Purchaser Offeror of any Units, (iv) causes material portion of the business of assets of the Company or its Subsidiaries to compel the Offeror or its Subsidiaries to dispose of or hold separate any material diminution portion of the benefits to be derived by business or assets of the Purchaser Company or any of its Subsidiaries as a result of the transactions contemplated by the Offer, or Offer (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the UnitsSubsequent Acquisition Transaction); (d) there shall have occurred (i) not exist any general suspension of trading in, prohibition at Law against the Offeror making the Offer or limitation on prices for, securities on taking up and paying for any national securities exchange or in Shares deposited under the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; orOfferor; (e) it the Company shall have performed all obligations and covenant in all material respects set forth in the Support Agreement and the representations and warranties by the Company in the Support Agreement are true and accurate in all material respects; (f) the Support Agreement shall not have been terminated, and no event shall have occurred that, with notice of lapse of time or both, gives the Offeror the right to terminate the Support Agreement; (g) the Lock-Up Agreements shall not have been terminated and shall have been publicly disclosed complied with, and no event shall have occurred that, with notice of lapse of time or both, gives the Purchaser Offeror the right to terminate the Lock-Up Agreements; (which is an affiliate h) there shall not have occurred any Material Adverse Change since the date of the General Partner) shall have otherwise learned that Support Agreement; (i) more than ten percent the Offeror shall not have become aware after the date the Support Agreement becomes effective of the outstanding Units have been any untrue statement of a material fact, or are proposed an omission to state a material fact that is required to be acquired by another person (including stated or that is necessary to make a "group" within statement not misleading in the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless light of the circumstances in which it was made and at the date it was made (after giving rise effect to such conditions all subsequent filings in relation to all matters covered in earlier filings), in any Company Report filed by or may be waived by on behalf of the Purchaser Company with any regulatory authority in whole Canada or in part at any time and from time to time elsewhere, which the Offeror shall have determined in its sole discretion. Any determination reasonable judgment constitutes or results in a Material Adverse Change with respect to the Company; and (j) the Board of Directors shall not have changed, modified or withdrawn any recommendation made by it that the Purchaser (which is an affiliate of Shareholders accept the General Partner) concerning Offer or issued a recommendation or communication that has substantially the events described above will be final and binding upon all partiessame effect.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units Shares tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for Shares and may terminate or amend the Offer as to such Units Shares if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units Shares by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any UnitsShares, including including, without limitation limitation, the right to vote any Units Shares acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersCorporation’s Shareholders, (iii) requires divestiture by the Purchaser Purchasers of any UnitsShares, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCorporation, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCorporation, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCorporation, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the UnitsShares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units Shares have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units Shares beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsShares. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Shareholder, we will waive that condition for all Shareholders tendering Shares. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners’s Unit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the Partnership, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersCompany’s Unit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCompany, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or be: (1) any statute, rule, regulation regulation, or order proposed, enacted, enforced, promulgated, issued issued, or deemed applicable to the Offer by any federal or state court, government government, or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended; or (2) any other action taken; either of which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCompany, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCompany, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units, provided, however, that the success or failure of the consolidation transaction described in Amendment No. 4 to the Form S-4 filed by Empire State Realty Trust, Inc. on Nov. 02, 2012 is not a condition to this Offer; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Dateobtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersCompany’s Unit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCompany, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or be: (1) any statute, rule, regulation regulation, or order proposed, enacted, enforced, promulgated, issued issued, or deemed applicable to the Offer by any federal or state court, government government, or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended; or (2) any other action taken; either of which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCompany, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCompany, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units, provided, however, that the success or failure of the consolidation transaction described in Amendment No. 4 to the Form S-4 filed by Empire State Realty Trust, Inc. on Nov. 02, 2012 is not a condition to this Offer; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unit holder, we will waive that condition for all Unit holders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term provision of the agreement to which this Schedule is attached (the “Agreement”) or of the Offer, the Purchaser Offeror shall have the right to withdraw or terminate the Offer (which is an affiliate of or amend the General Partner) will Offer to postpone taking up and paying for any Target Shares deposited under the Offer), and shall not be required to accept for payment payment, take-up, purchase or to pay for any Units tendered if all authorizations, consents, orders or approvals offor, or declarations or filings with, or expirations extend the period of waiting periods imposed bytime during which the Offer is open and postpone taking up and paying for, any courtTarget Shares deposited under the Offer, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any unless all of the following conditions existsare satisfied or waived by the Offeror at or prior to the Expiry Time: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency there shall have been issued validly deposited under the Offer and shall remain in effect which not validly withdrawn at the Expiry Time that number of Target Shares constituting (the “Minimum Tender Condition”): (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making at least 66 2/3% of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), Target Shares calculated on a fully-diluted basis; and (ii) imposes or confirms limitations on a sufficient number of Target Shares to enable the ability of the Purchaser effectively Offeror to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as complete a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnershipsecond stage business combination in accordance with applicable Laws; (b) there all government or regulatory approvals, waivers, permits, consents, reviews, orders, rulings, decisions and exemptions (including, without limitation, those of any Governmental Entity including any stock exchange or other securities or regulatory authorities) which, in the Offeror’s sole judgment, are necessary or desirable in connection with the Offer (including a Subsequent Acquisition Transaction) shall be any action taken, have been obtained or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable concluded on terms and conditions satisfactory to the Offer by Offeror in its sole judgment acting reasonably, and any federal waiting period with respect to such approvals and consents shall have expired or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) abovebeen terminated; (c) the Offeror shall have determined in its sole judgment acting reasonably that (i) no act, action, suit or proceeding shall have been threatened or taken before or by any domestic or foreign Governmental Entity or by any elected or appointed public official or private person in Canada or elsewhere, whether or not having the force of law, and (ii) no Law shall have been proposed, enacted, promulgated, amended or applied: (A) to cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the purchase by or the sale to the Offeror of the Target Shares or the right of the Offeror to own or exercise full right of ownership of the Target Shares; (B) which, if the Offer were consummated, could have a Target Material Adverse Effect or Offeror Material Adverse Effect; or (C) which challenges or would prevent the ability of the Offeror or its affiliates to consummate the Offer or to effect a Subsequent Acquisition Transaction. (d) the Offeror shall have determined in its sole judgment acting reasonably that there shall not exist any prohibition at law against the Offeror making the Offer or taking up and paying for any Target Shares deposited under the Offer or completing a Subsequent Acquisition Transaction; (e) the Offeror shall have determined in its sole judgment acting reasonably that there shall not exist or have occurred (or, if there does exist or shall have occurred prior to the date hereof, there shall not have been disclosed, generally by way of press release and material change report or to the Offeror in writing) any change (or any condition, event, circumstance or development involving a prospective change) in the business, operations, assets, capitalization, condition (financial or otherwise), prospects, share or debt ownership, results of operations, cash flow, properties, articles, by-laws, licenses, permits, rights or privileges, whether contractual or otherwise, or liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), of the Target or any of its Subsidiaries which would have or reasonably be expected to have a Target Material Adverse Effect or a material adverse effect on the value of the Target Shares; (f) the Offeror shall have determined in its sole judgment acting reasonably that no change (or any condition, event or development involving a prospective change) shall have occurred or have been threatened since the date of the Offer to Purchase, in the businessgeneral economic, propertiesfinancial, assetscurrency exchange, liabilities, financial condition, operations, results of operations securities or prospects of the Partnershipcommodity market conditions in Canada or elsewhere, which is or may be materially adverse to the Partnership, value of the Target Shares; (g) there shall not have occurred any actual or threatened change to the Income Tax Act (Canada) or the Purchaser regulations thereunder or similar tax laws of any other jurisdiction (which is including any proposal to amend the Income Tax Act (Canada) or the regulations thereunder or such other tax laws or any announcement, governmental or regulatory initiative, issue of an affiliate interpretation bulletin, condition, event or development involving a change or a prospective change) that, in the sole judgment of the General Partner) shall have become aware of any fact that does Offeror acting reasonably, directly or indirectly, has or may have a material and adverse effect on the value Target, the Offeror or any of their respective Subsidiaries, on any Subsequent Acquisition Transaction or on a subsequent sale or disposition of assets of the UnitsTarget or any of its Subsidiaries; (dh) there the Board of Directors and/or the Independent Committee shall for any reason have occurred (A) withdrawn its recommendation in favour of the Offer or changed or qualified or proposed publicly to change or qualify its recommendation in a manner adverse to the Offeror or otherwise in a manner that has substantially the same effect as the withdrawal thereof, or (B) approved or recommended or proposed publicly to approve or recommend acceptance of any Acquisition Proposal, or (C) resolved to do any of the foregoing; (i) any general suspension (i) all representations and warranties of trading in, the Target contained in this Agreement that are qualified by a reference to a Target Material Adverse Effect or limitation on prices for, securities on any national securities exchange materiality or words of similar import shall be true and correct in the over-the-counter market in the United Statesall respects, (ii) a declaration all representations and warranties of a banking moratorium or any suspension of payments the Target contained in respect of banks this Agreement that are not so qualified shall be true and correct in the United Statesall material respects, (iii) any limitation the Target shall have performed in all respects all covenants to be performed by any governmental authority onit, and complied in all respects with all obligations to be complied by it, under this Agreement at or other event which might affect, prior to the extension Effective Time that are qualified by a reference to a Target Material Adverse Effect or materiality or words of credit by lending institutions or result in any imposition of currency controls in the United Statessimilar import, (iv) a commencement of a war the Target shall have performed in all material respects all covenants to be performed by it, and complied in all material respects with all obligations to be complied by it, under this Agreement at or armed hostilities or other national or international calamity directly or indirectly involving prior to the United StatesEffective Time not so qualified, and (v) the Offeror shall have received a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, certificate signed by the markets thereof, or (vi) in the case of any Target’s Chief Executive Officer and Chief Financial Officer of the foregoing existing at Target to the time effect of the commencement of the Offer, a material acceleration or worsening thereofforegoing; orand (ej) it shall the Offeror will not have been publicly disclosed or become entitled to terminate the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement Support Agreement in accordance with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all partiesterms.

Conditions of the Offer. Notwithstanding any other term provisions of the OfferOffer and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment payment, subject to Rule 14e-1(c) under the Exchange Act, any tendered BACs and may terminate the Offer as to any BACs not then paid for if, prior to the Expiration Date, (i) the Purchaser shall not have confirmed to its reasonable satisfaction that, upon purchase of the BACs pursuant to the Offer, the Purchaser will have full rights to ownership as to all such BACs and the Purchaser will become the transferee of the purchased BACs for all purposes under the Partnership Agreement, (ii) the Purchaser shall not have confirmed to its reasonable satisfaction that, upon the purchase of the BACs pursuant to the Offer, the Transfer Restrictions will have been satisfied, or to pay for any Units tendered if (iii) all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Dateobtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration DateOffer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units BACs if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions existsexist: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United StatesStates (whether or not mandatory), (iii) the commencement or escalation of a war, armed hostilities or other national or international crisis involving the United States, (iv) any limitation (whether or not mandatory) imposed by any governmental authority on, or any other event which that might affecthave material adverse significance with respect to, the nature or extension of credit by banks or other lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offerforegoing, a material acceleration or worsening thereof; or (eb) it any material adverse change (or any condition, event or development involving a prospective material adverse change) shall have occurred or be likely to occur in the business, prospects, financial condition, results of operations, properties, assets, liabilities, capitalization, partners' equity, licenses, franchises or businesses of the Partnership and its subsidiaries taken as a whole; or (c) there shall have been publicly disclosed threatened, instituted or pending any action, proceeding, application, audit, claim or counterclaim by any government or governmental authority or agency, domestic or foreign, or by or before any court or governmental, regulatory or administrative agency, authority or tribunal, domestic, foreign or supranational, which (i) challenges the acquisition by the Purchaser of the BACs or seeks to obtain any material damages as a result thereof, (ii) makes or seeks to make illegal, the acceptance for payment, purchase or payment for any BACs or the consummation of the Offer, (iii) imposes or seeks to impose limitations on the ability of the Purchaser or any affiliate of the Purchaser to acquire or hold or to exercise full rights of ownership of the BACs, including, but not limited to, the right to vote (through the Assignor Limited Partner) any BACs purchased by them on all matters with respect to which BACs holders have the right to direct the Assignor Limited Partner on the manner in which it will vote on matters presented to the Limited Partners and BACs holders, (iv) may result in a material diminution in the benefits expected to be derived by the Purchaser or any of their affiliates as a result of the Offer, (v) requires divestiture by the Purchaser of any BACs, (vi) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership or the Purchaser, or (vii) challenges or adversely affects the Offer; or (d) there shall be any action taken, or any statute, rule, regulation, order or injunction shall have been enacted, promulgated, entered, enforced or deemed applicable to the Offer, or any other action shall have been taken, by any government, governmental authority or court, domestic or foreign, other than the routine application to the Offer of waiting periods that has resulted, or in the reasonable good faith judgment of the Purchaser could be expected to result, in any of the consequences referred to in clauses (i) through (vii) of paragraph (c) above; or (e) the Partnership or any of its subsidiaries shall have authorized, recommended, proposed or announced an agreement or intention to enter into an agreement, with respect to any merger, consolidation, liquidation or business combination, any acquisition or disposition of a material amount of assets or securities, or any comparable event, not in the ordinary course of business consistent with past practices; or (f) the failure to occur of any necessary approval or authorization by any federal or state authorities necessary to the consummation of the purchase of all or any part of the BACs to be acquired hereby, which in the reasonable judgment of the Purchaser in any such case, and regardless of the circumstances (including any action of the Purchaser) giving rise thereto, makes it inadvisable to proceed with such purchase or payment; or (g) the Purchaser shall become aware that any material right of the Partnership or any of its subsidiaries under any governmental license, permit or authorization relating to any environmental law or regulation is reasonably likely to be impaired or otherwise adversely affected as a result of, or in connection with, the Offer; or (h) the Partnership or its General Partner shall have amended, or proposed or authorized any amendment to, the Partnership Agreement or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned become aware that (i) more than ten percent of the outstanding Units have been Partnership or are its General Partner has proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsamendment. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and its affiliates and may be asserted by the Purchaser regardless of the circumstances (including, without limitation, any action or inaction by the Purchaser or any of its affiliates) giving rise to such conditions condition, or may be waived by the Purchaser Purchaser, in whole or in part at any time and part, from time to time in its sole discretion. The failure by the Purchaser at any time to exercise the foregoing rights will not be deemed a waiver of such rights, which will be deemed to be ongoing and may be asserted at any time and from time to time. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above in this Section 14 will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units Shares tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for Shares and may terminate or amend the Offer as to such Units Shares if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units Shares by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any UnitsShares, including including, without limitation limitation, the right to vote any Units Shares acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersREIT’s Shareholders, (iii) requires divestiture by the Purchaser Purchasers of any UnitsShares, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipREIT, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipREIT, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipREIT, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the UnitsShares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units Shares have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units Shares beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsShares. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Shareholder, we will waive that condition for all Shareholders tendering Shares. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary any change (or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change event or development involving a prospective change) shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, indebtedness, capitalization, condition (financial conditionor otherwise), operations, licenses or franchises, management contract, or results of operations or prospects judgment of the PartnershipPurchaser, which is or may be materially adverse to the PartnershipPartnership or the value of the Units to the Purchaser, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does facts relating to the Partnership, its indebtedness or its operations which, in the reasonable judgment of the Purchaser, has or may have a material adverse effect on significance with respect to the value of the Units;Partnership or the value of the Units to the Purchaser; or (db) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a decline in the closing share price of AIMCO's Class A Common Stock of more than 7.5% per share, from the date hereof, (iii) any extraordinary or material adverse change in the financial, real estate or money markets or major equity security indices in the United States such that there shall have occurred at least a 7.5% increase in LIBOR or at least a 7.5% decrease in the S&P 500 Index, the Xxxxxx Xxxxxxx XXXX Index, or the price of the 10-year Treasury Bond or the price of the 30-year Treasury Bond, in each case from the date hereof, (iv) any material adverse change in the commercial mortgage financing markets, (v) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (ivvi) a commencement of a war or war, armed hostilities or other national or international calamity directly or indirectly involving the United States, (vvii) a material change any limitation (whether or not mandatory) by any governmental authority on, or any other event which, in United States the reasonable judgment of the Purchaser, might affect the extension of credit by banks or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereoflending institutions, or (viviii) in the case of any of the foregoing existing at the time of the commencement of the Offeroffer, in the reasonable judgment of the Purchaser, a material acceleration or worsening thereofthereof (any changes to the offer resulting from the conditions set forth in this paragraph will most likely involve a change in the amount or terms of the consideration offered or the termination of the offer); or (c) there shall have been threatened, instituted or pending any action, proceeding, application or counterclaim by any Federal, state, local or foreign government, governmental authority or governmental agency, or by any other person, before any governmental authority, court or regulatory or administrative agency, authority or tribunal, which (i) challenges or seeks to challenge the acquisition by the Purchaser of the Units, restrains, prohibits or delays the making or consummation of the offer, prohibits the performance of any of the contracts or other arrangements entered into by the Purchaser (or any affiliates of the Purchaser) seeks to obtain any material amount of damages as a result of the transactions contemplated by the offer, (ii) seeks to make the purchase of, or payment for, some or all of the Units pursuant to the offer illegal or results in a delay in the ability of the Purchaser to accept for payment or pay for some or all of the Units, (iii) seeks to prohibit or limit the ownership or operation by AIMCO or the Purchaser or any of its affiliates in the General Partner (which is an affiliate of the Purchaser) or to remove the General Partner as the general partner of the Partnership, or seeks to impose any material limitation on the ability of the Purchaser or any of its affiliates to conduct the Partnership's business or own such assets, (iv) seeks to impose material limitations on the ability of the Purchaser or any of its affiliates to acquire or hold or to exercise full rights of ownership of the Units including, but not limited to, the right to vote the Units purchased by it on all matters properly presented to Limited Partners or (v) might result, in the sole judgment of the Purchaser, in a diminution in the value of the Partnership or a limitation of the benefits expected to be derived by the Purchaser as a result of the transactions contemplated by the offer or the value of Units to the Purchaser; or (d) there shall be any action taken, or any statute, rule, regulation, order or injunction shall be sought, proposed, enacted, promulgated, entered, enforced or deemed applicable to the offer, the Purchaser, AIMCO-GP or any of its affiliates or any other action shall have been taken, proposed or threatened, by any government, governmental authority or court, that, in the sole judgment of the Purchaser, might directly or indirectly result in any of the consequences referred to in clauses (i) through (v) of paragraph (c) above; or (e) the Partnership shall have (i) changed, or authorized a change of, the Units or the Partnership's capitalization, (ii) issued, distributed, sold or pledged, or authorized, proposed or announced the issuance, distribution, sale or pledge of (A) any equity interests (including, without limitation, Units), or securities convertible into any such equity interests or any rights, warrants or options to acquire any such equity interests or convertible securities, or (B) any other securities in respect of, in lieu of, or in substitution for Units outstanding on the date hereof, (iii) purchased or otherwise acquired, or proposed or offered to purchase or otherwise acquire, any outstanding Units or other securities, (iv) declared or paid any dividend or distribution on any Units or issued, authorized, recommended or proposed the issuance of any other distribution in respect of the Units, whether payable in cash, securities or other property, (v) authorized, recommended, proposed or announced an agreement, or intention to enter into an agreement, with respect to any merger, consolidation, liquidation or business combination, any acquisition or disposition of a material amount of assets or securities, or any release or relinquishment of any material contract rights, or any comparable event, not in the ordinary course of business, (vi) taken any action to implement such a transaction previously authorized, recommended, proposed or publicly announced, (vii) issued, or announced its intention to issue, any debt securities, or securities convertible into, or rights, warrants or options to acquire, any debt securities, or incurred, or announced its intention to incur, any debt other than in the ordinary course of business and consistent with past practice, (viii) authorized, recommended or proposed, or entered into, any transaction which, in the reasonable judgment of the Purchaser, has or could have an adverse affect on the value of the Partnership or the Units, (ix) proposed, adopted or authorized any amendment of its organizational documents, (x) agreed in writing or otherwise to take any of the foregoing actions, or (xi) been notified that any debt of the Partnership or any of its subsidiaries secured by any of its or their assets is in default or has been accelerated (any changes to the offer resulting from the conditions set forth in this paragraph will most likely involve a change in the amount or terms of the consideration offered or the termination of the offer); or (f) a tender or exchange offer for any Units shall have been commenced or publicly proposed to be made by another person or "group" (as defined in Section 13 (d) (3) of the Securities Exchange Act of 1934), or it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) any person or group shall have acquired or proposed or be attempting to acquire beneficial ownership of more than ten four percent of the outstanding Units Units, or shall have been granted any option, warrant or are proposed right, conditional or otherwise, to be acquired by another person (including a "group" within the meaning acquire beneficial ownership of Section 13(d)(3) more than four percent of the Exchange Act)Units, or (ii) any person or group that prior shall have entered into a definitive agreement or an agreement in principle or made a proposal with respect to such date had filed a Statement merger, consolidation, purchase or lease of assets, debt refinancing or other business combination with or involving the Commission pursuant to Section 13(d) or Partnership; or (g) with respect to the cash portion of the Exchange Act has increased offer consideration only, the Purchaser shall not have adequate cash or proposes financing commitments available to increase pay the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more cash portion of the outstanding Unitsoffer consideration; or (h) the Offer to purchase may have an adverse effect on AIMCO's status as a real estate investment trust. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole reasonable discretion. Any determination The failure by the Purchaser (which is an affiliate at any time to exercise any of the General Partner) concerning foregoing rights shall not be deemed a waiver of any such right, the events described above will waiver of any such right with respect to any particular facts or circumstances shall not be final deemed a waiver with respect to any other facts or circumstances and binding upon all partieseach right shall be deemed a continuing right which may be asserted at any time and from time to time.

Conditions of the Offer. Notwithstanding any other term provision of the Offer, and in addition to (and not in limitation of) the Purchaser’s rights to extend and amend the Offer at any time in its sole discretion in accordance with the terms of the Merger Agreement, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment, purchase or pay for, subject to any applicable regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, and may delay the acceptance for payment or of or, subject to pay for any Units tendered if all authorizationsthe restriction referred to above, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed bythe payment for, any court, administrative agency tendered Shares (whether or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not any Shares theretofore have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for pursuant to the Offer), and may terminate or amend the Offer as to such Units ifany Shares not then paid for, if at any time on or after January 16, 2001 and prior to the date time of the Offer and before the Expiration Datepayment for any such Shares, any of the following conditions existsevents shall occur: (a) a preliminary there shall have been any statute, rule, regulation, judgment, order or permanent injunction promulgated, entered, enforced, enacted, issued or other order of rendered applicable to the Offer or the Merger by any domestic or foreign federal or state court, government governmental regulatory or governmental administrative agency or authority or agency shall have been issued and shall remain in effect court or legislative body or commission which (i) prohibits or imposes any material limitations on, Ford’s or the Purchaser’s ownership or operation of all or a material portion of Hertz’s businesses or assets, (ii) prohibits or makes illegalillegal the acceptance for payment, delays payment for or otherwise directly purchase of Shares or indirectly restrains or prohibits the making consummation of the Offer or the acceptance Merger, (iii) results in a material delay in or restricts the ability of the Purchaser, or renders the Purchaser unable, to accept for payment, pay for or purchase of some or payment for any Units by the Purchaser (which is an affiliate all of the General Partner)Shares, or (iiiv) imposes or confirms material limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Unitsthe Shares, including including, without limitation limitation, the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise it on all matters properly presented to the Partnership's Limited PartnersXxxxx’x stockholders, (iii) requires divestiture by provided that the Purchaser of shall have used all reasonable efforts to cause any Unitssuch judgment, (iv) causes any material diminution of the benefits order or injunction to be derived by the Purchaser as a result of the transactions contemplated by the Offer, vacated or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnershiplifted; (b) there the representations and warranties of Hertz set forth in the Merger Agreement shall not be any action takentrue and correct as of the date of consummation of the Offer as though made on or as of such date, except for such failures to be true or correct that have not had or would not be reasonably expected to have a Company Material Adverse Effect (as defined in the Merger Agreement), or any statute, rule, regulation Hertz shall have breached or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result failed in any of material respect to perform or comply with any material obligation, agreement or covenant required by the consequences referred Merger Agreement to in clauses (i) through (v) of paragraph (a) abovebe performed or complied with by it; (c) any change or development the Hertz Board, based on the recommendation of the Special Committee, shall have occurred (including by amendment to the Schedule 14D-9) withdrawn, amended or been threatened since the date of the Offer to Purchase, modified in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially a manner adverse to the Partnership, Ford or the Purchaser (which is an affiliate its approval or recommendation of the General Partner) Offer, the Merger or the Merger Agreement or shall have become aware of resolved to do any fact that does or may have a material adverse effect on the value of the Unitsforegoing; (d) there Hertz, acting through the Hertz Board (as agreed to by the Special Committee), Ford and the Purchaser shall have occurred (i) any general suspension agreed that the Purchaser shall terminate the Offer or postpone the acceptance for payment of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereofpayment for Shares thereunder; or (e) it the Merger Agreement shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement terminated in accordance with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsits terms. The foregoing conditions are for the sole benefit of Ford, the Purchaser (which is an affiliate of the General Partner) and their respective affiliates and may be asserted by Ford or the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser Purchaser, in whole or in part part, at any time and from time to time in its the sole discretiondiscretion of Ford or the Purchaser. Any determination The failure by Ford or the Purchaser (which is an affiliate at any time to exercise its rights under any of the General Partner) concerning foregoing conditions shall not be deemed a waiver of any such rights and each such right shall be deemed an ongoing right which may be asserted at any time or from time to time. Should the events described above will Offer be final and binding upon terminated pursuant to any of the foregoing provisions, all partiestendered Shares not theretofore accepted for payment shall forthwith be returned to the tendering stockholders.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's offer), to pay for any Units tendered if all authorizationstendered, consents, orders or approvals ofmay delay the acceptance for payment of the Units tendered, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to may withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and on or before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government government, administrative agency or other governmental authority or agency shall have been issued and shall remain in effect which which: (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), Purchaser; (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of both legal and beneficial ownership of any the Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, ; (iii) requires divestiture by the Purchaser of any Units, ; (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchaser, or the Partnership; or (v) seeks to impose any material condition to the Offer unacceptable to the Purchaser; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government government, administrative agency or other governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) there shall be any change authorization, consent, order of, or development filing with, or expiration of waiting periods imposed by, any court, government, administrative agency or other governmental authority, necessary for the consummation of the transactions contemplated by the Offer and requested by Purchaser, that shall not xxxx xxxxrred or been filed or obtained; (d) any event shall have occurred or been threatened since the date of the Offer to Purchasedisclosed, in or shall have been threatened, regarding the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which event is materially adverse, or may which threatened event, if fulfilled, would be materially adverse adverse, to the Partnership or its business or properties, or there shall be any material lien not disclosed in the Partnership's financial statements, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any previously undisclosed fact that does has or may with the passage of time would have a material adverse effect on the value of the Units or the Partnership's properties; (e) the General Partner of the Partnership shall have stated or otherwise indicated that it intends to refuse to take any action that the Purchaser deems necessary, in the Purchaser's reasonable judgment, for the Purchaser to be the registered owner of the Units tendered and accepted for payment hereunder, with full voting rights, simultaneously with the consummation of the Offer or as soon thereafter as is permitted under the Partnership Agreement, in accordance with the Partnership Agreement and applicable law; (f) there shall have been threatened, instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the acquisition of any Units pursuant to the Offer or otherwise directly or indirectly relating to the Offer, or otherwise, in the reasonable judgment of the Purchaser, adversely affecting the Purchaser, the Partnership or its properties or the value of the Units; (dg) there the Partnership shall have occurred (i) any general suspension of trading inissued, or limitation on prices forauthorized or proposed the issuance of, any partnership interests of any class, or any securities on convertible into, or rights, warrants or options to acquire, any national securities exchange such interests or in the over-the-counter market in the United Statesother convertible securities, (ii) a declaration issued or authorized or proposed the issuance of a banking moratorium any other securities, in respect of, in lieu of, or in substitution for, all or any suspension of payments in respect of banks in the United Statespresently outstanding Units, (iii) declared or paid any limitation by Distribution, other than in cash, on any governmental authority onof the Units, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement the Partnership or the General Partner shall have authorized, proposed or announced its intention to propose any merger, consolidation or business combination transaction, acquisition of a war assets, disposition of assets or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension ofits capitalization, or imposition of a limitation on, the markets thereof, or (vi) any comparable event not in the case ordinary course of any of business, other than listing the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereofPartnership's properties for sale; or (eh) it the General Partner shall have been publicly disclosed modified, or taken any step or steps to modify, in any way, the procedures or regulations applicable to the registration of Units or transfers of Units on the books and records of the Partnership or the Purchaser (which is an affiliate admission of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number transferees of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsregistered owners and as Unit Holders. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be (but need not be) asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time prior to time the Expiration Date, subject to the requirement to disseminate to Unit Holders, in its sole discretiona manner reasonably designed to inform them of, any material change in the information previously provided. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchaser, in its reasonable judgment, concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Class A Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Class A Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Class A Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Class A Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Class A Units, including without limitation the right to vote any Class A Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Class A Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Class A Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Class A Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Class A Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Class A Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersCompany’s Unit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCompany, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCompany, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCompany, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. The Offer shall be subject to the following conditions: Notwithstanding any other term provision of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment exchange or to pay for exchange any Units Shares tendered if all authorizationsand may terminate, consents, orders amend or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by cancel the Offer shall not have been filedor may postpone the exchange of Shares tendered, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, if at any time on or after the date of the Offer March 8, 2005 and at or before the Expiration Dateexchange of any such Shares for Noranda Common Shares, any of the following conditions existsevents shall have occurred: (a) at the Expiry Time, the number of Shares tendered (or deemed tendered) and not withdrawn under the Offer is not sufficient to enable the Purchaser to complete a preliminary second stage business combination in accordance with applicable securities laws; (b) there shall have been threatened, instituted or permanent injunction pending any action or other order of proceeding by any federal or state court, government or governmental authority or regulatory or administrative agency shall have been issued and shall remain in effect which any jurisdiction, or by any other person in any jurisdiction, before any court or governmental authority or regulatory or administrative agency in any jurisdiction, (i) makes challenging or seeking to cease trade, or make illegal, delays or delay or otherwise directly or indirectly restrains restrain or prohibits prohibit the making of the Offer or Offer, the acceptance for payment, purchase exchange of some or payment for any Units all of the Shares by the Purchaser (which is an affiliate Purchaser, the issuance of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer Noranda Common Shares in exchange therefor or otherwise on all matters properly presented directly or indirectly relating in any manner to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by or affecting the Offer, or (vii) might materially adversely affect that otherwise, in the sole judgment of the Purchaser, acting reasonably, has or may have a material adverse effect on the trading in, or the value of, the Shares or on the business, properties, condition (financial or otherwise), income, assets, liabilities, financial condition, operations, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or has or may materially impair the contemplated benefits of the Offer to the Purchaser or the Partnership;and its subsidiaries taken as a whole (a "Material Adverse Effect"); or (bc) there shall be (i) have been any action taken, approval withheld or any statute, rule, regulation regulation, stay, decree, judgment or order proposedor injunction proposed (and likely to be enacted), sought, enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer Offer, the Purchaser or any of its subsidiaries by any federal or state court, government or government, governmental authority or agencyregulatory or administrative agency in any jurisdiction, which mightor (ii) be any other prohibition at law, that, in the sole judgment of the Purchaser, acting reasonably, might result directly or indirectly, result indirectly in any of the consequences referred to in clauses (i) through or (vii) of paragraph (a) above; (c) any change above or development shall have occurred would or been threatened since the date might prohibit, prevent, restrict or delay consummation of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units;Offer; or (d) there shall have occurred occurred: (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in Canada or the United States, ; (ii) a the declaration of a banking moratorium or any suspension of payments in respect of banks in Canada or in the United States; (iii) the commencement of a war, armed hostilities or other international or national calamity, or the escalation of any existing war, armed hostilities or other international or national calamity, directly or indirectly involving Canada or the United States, (iii) any limitation by any governmental authority onthat, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United Statessole judgment of the Purchaser, acting reasonably, materially adversely affects or will materially adversely affect the financial markets or the business, operations or affairs of the Company and its subsidiaries, taken as a whole; (iv) a commencement any significant decrease in the market price of a war or armed hostilities or the Shares since the close of business on the date preceding the date of this Offer if such decrease has disproportionately affected the Company as compared to other national or international calamity directly or indirectly involving senior publicly traded mining companies listed on the United States, TSX; (v) a material any change in United States the general political, market, economic or other currency exchange rates or a suspension offinancial conditions that, or imposition of a limitation on, the markets thereof, or (vi) in the case of any sole judgment of the foregoing existing at the time of the commencement of the OfferPurchaser, acting reasonably, has or may have a material acceleration or worsening thereofMaterial Adverse Effect; or (e) it any change or changes shall have been publicly disclosed occurred (or any development shall have occurred involving any prospective change or changes) in the business, assets, liabilities, condition (financial or otherwise), operations, or results of operations of the Company or its subsidiaries that, in the sole judgment of the Purchaser, acting reasonably, has or may have a Material Adverse Effect, provided that such change or changes do not generally affect other senior mining companies listed on the TSX; or (f) the Purchaser has not taken up any Noranda Common Shares under the Issuer Bid; or (g) the Purchaser shall not have received all necessary regulatory approvals from government bodies, regulatory agencies or the Purchaser Stock Exchanges and exemption orders for the Offer under applicable securities legislation in Canada; or (which is an affiliate h) any change shall have occurred or been proposed to the Income Tax Act (Canada) or to the published administrative policies of the General Partner) shall have otherwise learned that Canada Customs and Revenue Agency that, in the sole judgment of the Purchaser, acting reasonably, is detrimental to the Purchaser or adversely affects the tax consequence of the Offer for shareholders, generally; or (i) more than ten percent the Purchaser shall have determined, in its sole judgment, acting reasonably, that the Offer, if completed, has or may have a Material Adverse Effect; or (j) the Purchaser will have become aware of the outstanding Units have been any untrue statement of a material fact, or are proposed an omission to state a material fact that is required to be acquired by another person (including stated or that is necessary to make a "group" within statement not misleading in the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless light of the circumstances in which it was made and at the date it was made (after giving rise effect to such conditions all subsequent filings in relation to all matters covered in earlier filings), in any document filed by or may be waived by on behalf of the Company after March 8, 2005 with any regulatory authority in Canada or elsewhere; or (k) the Purchaser will have become entitled to terminate this support agreement with the Company in whole or in part at any time and from time to time in accordance with its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all partiesterms.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Class B Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Class B Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Class B Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Class B Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Class B Units, including without limitation the right to vote any Class B Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Class B Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Class B Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Class B Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Class B Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Class B Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the The Offer shall not have been filed, occurred or been obtained prior be subject to any conditions other than the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions existsfollowing: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency there shall have been issued validly deposited and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser not withdrawn pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser a number of any Units, (iv) causes any material diminution Common Shares which constitutes at least 90% of the benefits to be derived by Common Shares outstanding (calculated on a fully diluted basis) (the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial "minimum share tender condition, operations, results of operations or prospects of the Purchaser or the Partnership"); (b) there Competition Act Approval shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to have been obtained in connection with the Offer by any federal or state court, government or and no other governmental authority or agency, which might, directly other person shall have opposed or indirectly, result in any threatened to oppose the purchase of the consequences referred to in clauses Common Shares (i) through (v) of paragraph (a) aboveincluding any application for interim relief); (c) any change or development the Purchaser shall have occurred obtained such orders or been threatened since exemptive relief from the date of appropriate governmental or regulatory authorities in each applicable jurisdiction as are necessary in connection with completing the Offer to Purchase, in and the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Unitstransactions contemplated thereby; (d) there shall have occurred (i) not exist any general suspension of trading in, prohibition at law against the Purchaser making the Offer or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of taking up and paying for Common Shares deposited under the Offer, a material acceleration or worsening thereof; orcompleting any subsequent compulsory acquisition or going private transaction; (e) it (i) no act, action, suit or proceeding shall have been publicly disclosed threatened or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been taken before or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act)any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission or before or by any elected or appointed public official or private person, or by any other person, in Canada or elsewhere, whether or not having the force of law; and (ii) any person no law, regulation, policy, directive or group that prior order, whether or not having the force of law, shall have been proposed, enacted, promulgated or applied, to such date had filed a Statement with cease trade, enjoin, prohibit or impose material limitations or conditions on the Commission pursuant purchase by or the sale to Section 13(d) or (g) the Purchaser of the Exchange Act has increased Common Shares or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit rights of the Purchaser (which is an affiliate to own or exercise full rights of ownership of Common Shares or which, if the General Partner) Offer were consummated, could materially and may be asserted by adversely affect the Purchaser regardless of the circumstances giving rise Purchaser's ability subsequently to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.effect a going private transaction;

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersUnit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the Partnership, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties' ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term provisions of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment payment, purchase or pay for, subject to pay for Rule 14e-1(c) under the Exchange Act, any Units tendered if all authorizations, consents, orders (whether or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, not any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not such Units have theretofore been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for pursuant to the Offer), and may terminate or amend the Offer as and may postpone the purchase of, and payment for, any Units not then paid for, if (i) at least 450 Units shall not have been validly tendered (and not properly withdrawn) pursuant to the Offer, (ii) prior to the time of acceptance, consents to certain of the proposed amendments to the Partnership Agreement have not been received, in form acceptable to Purchaser, from Limited Partners holding a majority of the outstanding Units, (iii) all governmental licenses, permits, authorizations, consents and approvals relating to the purchase of Units pursuant to the Offer shall not have been obtained on terms satisfactory to the Purchaser and Parent or any of such Units ifapprovals and consents shall have been withdrawn, or (iv) at any time on or after November 19, 1996 and prior to the date time of the Offer and before the Expiration Dateacceptance for payment of any such Units, any one or more of the following conditions exists: events shall occur and remain in effect: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities United States stock exchange or in the over-the-counter market in the United Statesmarket, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United StatesStates (whether or not mandatory), (iii) a commencement or escalation of a war, armed hostilities or other national or international crisis directly or indirectly involving the United States, (iv) a material adverse change in the United States or any other currency exchange rates or a suspension of, or limitation on, the markets therefor, (v) any limitation (whether or not mandatory) imposed by any governmental authority on, or any other event which might affect, the extension of credit or further extension of credit by United States lending institutions or result in any imposition of currency controls in the United Statesinstitutions, (ivvi) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material any significant adverse change in United States securities or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereoffinancial markets, or (vivii) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or or (eb) there shall have been threatened, instituted or pending any action, suit, proceeding, investigation, application, claim or counterclaim by or before any court or governmental regulatory or administrative entity, or any court or other governmental entity shall have proposed, sought, promulgated, entered, enforced, enacted, issued or deemed applicable to the Offer any statute, rule, regulation, judgment, order or injunction, which, directly or indirectly, seeks to or would (i) challenge, prohibit, delay or otherwise adversely affect the Offer, including but not limited to the Purchaser's acquisition of Units in connection therewith, or obtain any damages as a result thereof, (ii) make illegal the acceptance for payment, purchase or payment for any Units or the consummation of the Offer, (iii) prohibit, or impose any limitations on, the Purchaser's or its Affiliates' ownership or operation of all or a portion of its or the Partnership's business or assets, or impose any limitation on the ability of the Purchaser or its Affiliates to conduct such business or own such assets, (iv) impose limitations on the ability of the Purchaser or any Affiliate of the Purchaser effectively to exercise full rights of ownership of the Units, including, without limitation, the right to vote the Units owned by it on all matters properly presented to the holders of Units, or (v) materially adversely affect the condition (financial or otherwise), results of operations, properties, assets, liabilities or businesses of the Partnership; or (c) it shall have been be publicly disclosed disclosed, or the Purchaser (which is an affiliate shall have learned and provided reasonable evidence to the Partnership of the General Partner) shall have otherwise learned fact that any corporation, partnership, person, individual, trust, unincorporated association, other entity or group (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of as defined in Section 13(d)(3) of the Exchange Act) other than the Purchaser or Parent, (individually or collectively, a "Person") shall have (i) acquired (by tender offer or otherwise), directly or indirectly, beneficial ownership of at least 10% of the then outstanding Units or (ii) any person entered into a definitive agreement or group that prior to such date had filed a Statement an agreement in principle with the Commission pursuant Partnership with respect to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.a 42

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer.The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersUnit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the Partnership, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or be: (1) any statute, rule, regulation regulation, or order proposed, enacted, enforced, promulgated, issued issued, or deemed applicable to the Offer by any federal or state court, government government, or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended; or (2) any other action taken; either of which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties' ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units Shares tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for Shares and may terminate or amend the Offer as to such Units Shares if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units Shares by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any UnitsShares, including including, without limitation limitation, the right to vote any Units Shares acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersREIT’s Shareholders, (iii) requires divestiture by the Purchaser Purchasers of any UnitsShares, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipREIT, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipREIT, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipREIT, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the UnitsShares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units Shares have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units Shares beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsShares. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Shareholder, we will waive that condition for all Shareholders tendering Shares. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to each and every parties’ ability to seek review of any contested determination in Washington State Court pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term provisions of the Offer, and in addition to (and not in limitation of) the Purchaser’s right to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser’s obligation to pay for any Units or return tendered if all authorizationsShares after termination or withdrawal of the Offer), consentspay for, orders or approvals ofand may delay the acceptance for payment of or, or declarations or filings withsubject to the restriction referred to above, or expirations of waiting periods imposed bythe payment for, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated validly tendered Shares if by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term expiration of the Offer and (as it may be extended in addition to accordance with the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate requirements of Section 1.1 of the General PartnerMerger Agreement), (i) will the Minimum Condition shall not be required to accept for payment satisfied or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, (ii) at any time on or after the date of the Offer Merger Agreement and before prior to the Expiration DateAcceptance Time, any of the following conditions existsevents shall occur and be continuing: (a) a preliminary there shall be pending or permanent injunction threatened in writing any suit, action or other order of proceeding by any federal governmental entity against KCI, Purchaser or state court, government or governmental authority or agency shall have been issued and shall remain in effect which LifeCell (i) makes illegalseeking to restrain or prohibit KCI’s or the Purchaser’s ownership or operation (or that of any of their respective subsidiaries or affiliates) of all or a material portion of their or LifeCell’s businesses or assets, delays or otherwise directly to compel KCI or indirectly restrains the Purchaser or prohibits their respective subsidiaries and affiliates to dispose of or hold separate any material portion of the business or assets of LifeCell, KCI or KCI’s subsidiaries, (ii) challenging the acquisition by KCI or the Purchaser of any Shares under the Offer, seeking to restrain or prohibit the making or consummation of the Offer or the acceptance Merger, or seeking to obtain from LifeCell, KCI or the Purchaser any material damages in connection with the Offer or the Merger, (iii) seeking to impose material limitations on the ability of the Purchaser, or render the Purchaser unable, to accept for payment, pay for or purchase of some or payment for any Units by the Purchaser (which is an affiliate all of the General Partner), Shares pursuant to the Offer and the Merger or (iiiv) imposes or confirms seeking to impose material limitations on the ability of the Purchaser effectively or KCI to exercise full rights of ownership of any Unitsthe Shares, including including, without limitation limitation, the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise it on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the PartnershipLifeCell’s stockholders; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term provision of the OfferOffer or the Merger Agreement, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, to pay for any Units validly tendered if all authorizationsShares, consentsand may, orders subject to the terms of the Merger Agreement, terminate or approvals ofamend the Offer, if, immediately prior to the Expiration Date: • the applicable waiting periods under the HSR Act, the Japanese Foreign Exchange Law and any other non-U.S. antitrust or competition-related laws have not expired or been terminated, or declarations any consent required under such non-U.S. antitrust or filings withcompetition-related law or the Japanese Foreign Exchange Law, as applicable, has not been obtained or is not in full force and effect; • the Minimum Condition has not been satisfied; or • any of the following conditions exist: • any law has been enacted by any governmental body, or expirations any order, judgment, decree or injunction has been issued or granted by a governmental body that (i) restrains, enjoins, or otherwise prohibits the consummation of waiting periods imposed byany of the transactions contemplated by the Merger Agreement, any courtincluding the Offer and the Merger, administrative agency or commission (ii) has, or other governmental authority or instrumentalitywould reasonably be expected to have, domestic or foreign, necessary for the effect of making the consummation of the transactions contemplated by the Offer shall not have been filedAgreement, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of including the Offer and the Merger, illegal in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which jurisdiction; • there is an affiliate of the General Partner) will not be required to accept for payment instituted or pay for pending any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) legal proceeding brought by a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which body (i) makes illegalseeking to restrain, delays enjoin or otherwise directly or indirectly restrains or prohibits prohibit the making consummation of the Offer Offer, the Merger or the acceptance for payment, purchase of or payment for any Units other transactions contemplated by the Purchaser (which is an affiliate of Merger Agreement or the General Partner)Tender Agreements, (ii) imposes or confirms seeking to impose material limitations on the ability of Purchaser, or render Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer or the Merger, (iii) seeking to impose any limitations on the ownership or operation by ABC-MART, Purchaser, (or any of their respective subsidiaries) of all or any portion of the businesses, technologies or assets of ABC-MART, Purchaser, LaCrosse or any of their respective affiliates, or to compel ABC-MART or Purchaser to dispose of or hold separate all or any portion of the businesses, Table of Contents technologies or assets of ABC-MART, Purchaser, LaCrosse or any of their respective affiliates, (iv) seeking to impose limitations on the ability of ABC-MART or Purchaser effectively to exercise full rights of ownership of any Unitsthe Shares, including without limitation the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise it on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the OfferLaCrosse’s shareholders, or (v) might materially that if adversely affect the businessdetermined, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall would reasonably be expected to have a material adverse effect on LaCrosse; • any action taken, has been taken or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable overtly threatened to the Offer be taken by any federal or state court, government or a governmental authority or agency, which might, directly or indirectly, result in body that seeks any of the consequences referred to in clauses (i) through (v) of the paragraph (a) immediately above; (ci) other than the capitalization representation and certain specified representations, the representations and warranties of LaCrosse contained in the Merger Agreement were not true and correct as of the date of the Merger Agreement or are not true and correct as of the Expiration Date, as though made on and as of the Expiration Date, except (a) that the accuracy of representations and warranties that by their terms speak as of the date of the Merger Agreement or some other date will be determined as of such date and (b) where the failure of such representations and warranties to be true and correct (without giving effect to any change limitation as to “materiality” or development shall “material adverse effect”) would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect with respect to LaCrosse; (ii) the representations and warranties of LaCrosse regarding its due organization, subsidiaries, authority, the opinion of its financial advisor and the inapplicability of anti-takeover statutes were not true and correct in all material respects as of the date of the Merger Agreement or are not true and correct in all material respects as of the Expiration Date, as though made on and as of the Expiration Date (except that the accuracy of representations and warranties that by their terms speak as of the date of the Merger Agreement or some other date will be determined as of such date), in each case without giving effect to any limitation as to “materiality” or “material adverse effect”; or (iii) the representations and warranties of LaCrosse with respect to its capitalization were not true and correct in all respects as of the date of the Merger Agreement or are not true and correct in all respects as of the Expiration Date, as though made on and as of the Expiration Date, except where the failure to be true and correct is of a de minimis amount; • the obligations or covenants of LaCrosse contained in the Merger Agreement have occurred not been performed or been threatened complied with in all material respects; • since the date of the Offer Merger Agreement, there has occurred any adverse event, circumstance or development that has had or would reasonably be expected to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value LaCrosse; • LaCrosse has not furnished ABC-MART with a certificate dated as of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or Expiration Date to the effect that the conditions set forth in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall immediately preceding three bullet points have been publicly disclosed satisfied; • a Triggering Event has occurred; or • the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have Merger Agreement has been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement terminated in accordance with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsits terms. The foregoing conditions are for the sole benefit of ABC-MART and Purchaser, and subject to the Purchaser (which is an affiliate terms and conditions of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or Merger Agreement, may be waived by the Purchaser ABC-MART or Purchaser, in whole or in part at any time and from time to time prior to the Expiration Date in its the sole discretiondiscretion of ABC-MART or Purchaser. The failure by ABC-MART or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time, subject to the applicable rules and regulations of the SEC. Purchaser will terminate the Offer only pursuant to the specified conditions described in this Offer to Purchase. Any determination extension, amendment or termination of the Offer will be followed promptly by a public announcement consistent with the requirements of the SEC, as described in Section 1 — “Terms of the Offer.” A “material adverse effect” on LaCrosse shall mean any effect, change, event, circumstance or development that has had or would reasonably be expected to have a material adverse effect on: (a) the business, Table of Contents condition (financial or otherwise), capitalization, assets, liabilities, operations, results of operations, or financial performance of LaCrosse and its subsidiaries, taken as a whole; or (b) the ability of LaCrosse to consummate the transactions contemplated by the Purchaser Merger Agreement (which is an affiliate including the Offer and the Merger) prior to the close of banking business on September 21, 2012; provided, however, that with respect to clause (a), in no event shall any of the General Partnerfollowing, alone or in combination, be deemed to constitute, or be taken into account when determining whether there has been or is reasonably expected to be, a material adverse effect on LaCrosse: any effect, change, event, circumstance or development with respect to, or resulting from: (i) concerning changes in the events described above will U.S. or global economy or capital markets in general; (ii) changes that affect generally the industry in which LaCrosse or any of its subsidiaries conduct business; (iii) changes in applicable law or in GAAP; (iv) changes in the market price or trading volume of the common stock of LaCrosse on NASDAQ (it being understood, however, that the facts or circumstances giving rise to any such changes may be final taken into account in determining whether there has been a material adverse effect on LaCrosse); (v) failure(s) by LaCrosse to meet any published or internal revenue or earnings predictions (it being understood, however, that the facts or circumstances giving rise to any such failure may be taken into account in determining whether there has been a material adverse effect on LaCrosse); (vi) the public announcement or pendency of the Merger Agreement or any of the transactions contemplated thereby, including the impact thereof to the extent arising therefrom on the relationships of LaCrosse or any of its subsidiaries with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom LaCrosse has any relationship; (vii) any material breach by ABC-MART or Purchaser of the Merger Agreement; (viii) any shareholder class action litigation arising from allegations of breach of fiduciary duty relating to the Merger Agreement; or (ix) any natural disasters, weather conditions, force majeure events, acts or threats of terrorism or war, armed hostilities or terrorist activities, threat or escalation of armed hostilities or terrorist activities or any governmental or other response or reaction to any of the foregoing; provided, however, that in the case of each of clauses (i), (ii), (iii) and binding upon all parties(ix), such effects, changes, events, circumstances or developments do not have a substantially disproportionate impact on LaCrosse and its subsidiaries, taken as a whole, relative to similarly situated companies in the industries in which LaCrosse or such subsidiaries operate.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to a bidder’s obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer), to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have occurred or been filed, occurred or been obtained prior to the Expiration Dateobtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration DateOffer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or or, subject to the aforesaid, pay for any Units not theretofore accepted Units, may delay the acceptance for payment of the Units tendered, or paid for and may terminate or amend withdraw the Offer as to such Units if, at any time on or after the date of the Offer and on or before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which which: (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), Purchaser; (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of both legal and beneficial ownership of any the Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, voting rights; (iii) requires divestiture by the Purchaser of any Units, ; (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; or (v) seeks to impose any material condition to the Offer unacceptable to the Purchaser; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, agency which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development event shall have occurred or been threatened since disclosed or discovered (either by the date of the Offer to PurchasePurchaser or by any third party), in or shall have been threatened, regarding the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, including without limitation the condition or value of the Partnership’s properties or the value of the Units, which event is materially adverse, or may which threatened event, if fulfilled, would be materially adverse adverse, to the Partnership or its business or properties, or there shall be any material lien or contingent liability not disclosed in the Partnership’s financial statements, or the Purchaser (which is an affiliate of the General Partner) shall have become aware after the date hereof of any previously undisclosed or unknown fact that does has or may with the passage of time would have a material adverse effect on the value of the UnitsUnits or the Partnership’s properties; (d) the General Partner of the Partnership shall have failed or refused to take all other action that the Purchaser deems necessary, in the Purchaser’s reasonable judgment, for the Purchaser to be the registered owner of the Units tendered and accepted for payment hereunder simultaneously with the consummation of the Offer or as soon thereafter as is permitted under the Partnership Agreement, in accordance with the Partnership Agreement and applicable law; (e) there shall have occurred been threatened, instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the acquisition of any Units pursuant to the Offer or otherwise directly or indirectly relating to the Offer, or otherwise, in the reasonable judgment of the Purchaser, adversely affecting the Purchaser, the Partnership or its properties or the value of the Units; (f) the Partnership shall have (i) any general suspension of trading inissued, or limitation on prices forauthorized or proposed the issuance of, any partnership interests of any class, or any securities on convertible into, or rights, warrants or options to acquire, any national securities exchange such interests or in the over-the-counter market in the United Statesother convertible securities, (ii) a declaration of a banking moratorium issued, or authorized or proposed the issuance of, any other securities, in respect of, in lieu of, or in substitution for, all or any suspension of payments in respect of banks in the United States, presently outstanding Units or (iii) declared or paid any limitation by Distribution, other than in cash, on any governmental authority onof the Units or the Partnership or the General Partner shall have authorized, proposed or other event which might affectannounced its intention to propose any merger, the extension consolidation or business combination transaction, acquisition of credit by lending institutions assets, disposition of assets or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension ofits capitalization, or imposition any comparable event not in the ordinary course of a limitation onbusiness; (g) the General Partner shall have modified, or taken any step or steps to modify, in any way, the markets thereof, procedures or (vi) in regulations applicable to the case registration of any Units or transfers of Units on the books and records of the foregoing existing at Partnership or the time admission of the commencement transferees of the Offer, a material acceleration or worsening thereofUnits as registered owners and as Unit holders; (h) there are fewer than 408 Units that are properly tendered and not withdrawn; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have Consent Solicitation has not been completed or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsbeen unsuccessful. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be (but need not be) asserted by the Purchaser regardless of the circumstances giving rise to such conditions conditions, or may be waived by the Purchaser in whole or in part at any time and from time on or prior to time the Expiration Date, subject to the requirement to disseminate to Unit holders, in its sole discretion. Any determination by a manner reasonably designed to inform them of any material change in the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.information previously

Conditions of the Offer. Notwithstanding any other term provision of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer Offeror shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and Shares tendered pursuant to the Offer, arid may terminate or amend the Offer as to such Units ifand may postpone the acceptance for payment of and payment for Shares tendered, at any time on or after the date of this Agreement, and prior to the Offer and before acceptance for payment of the Expiration DateShares, if any of the following conditions existsis not satisfied: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency at the expiry time there shall have been issued validly deposited under the Offer and not withdrawn at least 66 2/3% of the outstanding Shares (calculated on a fully diluted basis) excluding Shares held by the Offeror and its associates and affiliates and by persons whose Shares may not be voted as part of the minority on any subsequent going private transaction pursuant to Ontario Securities Commission Policy 9.1 and Quebec Securities Commission Policy Q-27 (the "Minimum Condition"); (b) the Offeror shall remain have determined in effect which its sole judgement that: (i) no material right, franchise or license of the Company or any of its Subsidiaries has been or may be impaired or threatened to be impaired (which impairment has not been cured or waived) or otherwise adversely affected, whether as a result of the making of the Offer, the taking up and paying for Shares deposited under the Offer or otherwise which makes it inadvisable for the Offeror to proceed with the Offer and/or with the taking up and paying for the Shares under the Offer, and (ii) no covenant, term or condition of any instrument or agreement of the Company or its Subsidiaries or by which they or their assets are bound exists which makes it inadvisable for the Offeror to proceed with the Offer and/or with the taking up and paying for the Shares under the Offer (including without limitation any default, acceleration or other adverse event that may ensue as a result of the Offeror taking up and paying for the Shares under the Offer); (i) making illegal, delays or otherwise directly or indirectly restrains restraining or prohibits prohibiting or making materially more costly, or adversely affecting the ability of the Offeror to proceed with, the making of the Offer or Offer, the acceptance for paymentpayment of, purchase payment for, or ownership, directly or indirectly, of some or payment for any Units all of the Shares by the Purchaser (which is an affiliate Offeror, the completion of a compulsory acquisition or any subsequent acquisition transaction or the consummation of any of the General Partner), transactions contemplated by the Offer; (ii) imposes prohibiting the ownership or confirms limitations on operation by the ability Company or any of its Subsidiaries, or by the Offeror, directly or indirectly, of all or any material portion of the Purchaser effectively business or assets of the Company, or any of its Subsidiaries, on a consolidated basis, or compelling the Offeror, directly or indirectly, to exercise full rights dispose of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on hold separate all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes or any material diminution portion of the benefits to be derived by business or assets of the Purchaser Company, or any of its Subsidiaries, on a consolidated basis, as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (biii) there shall be any action taken, imposing or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to confirming limitations on the Offer by any federal or state court, government or governmental authority or agency, which mightability of the Offeror, directly or indirectly, result in any effectively to acquire or hold or to exercise full rights of ownership of the consequences referred Shares, including without limitation the right to in clauses vote any Shares acquired or owned by the Offeror, directly or indirectly, on all matters properly presented to the Shareholders of the Company, including without limitation the right to vote any shares of capital stock of any Subsidiary (iother than immaterial Subsidiaries) through directly or indirectly owned by the Company; (iv) requiring divestiture by the Offeror, directly or indirectly, of any Shares or material assets of the Company or its Subsidiaries; or (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in materially adversely affecting the business, properties, assets, liabilities, financial condition, operations, condition or results of operations or prospects of the Partnership, which is Company and its Subsidiaries taken as a whole or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the UnitsShares to the Offeror; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations expiration of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Dateobtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Dateacceptance of such Units for payment or the payment therefor, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchaser, (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) imposes or confirms limitations on the ability of the Purchaser to fully exercise the voting rights conferred pursuant to its appointment as proxy in respect of all tendered Units which it accepts for payment, or (iv) requires divestiture by the Purchaser of any UnitsUnits (except, (iv) causes in any material diminution of the benefits to be derived by the Purchaser such case, as a result of the transactions expressly contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the PartnershipAgreement); (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations operations, or prospects of the Partnership, which is outside the ordinary course of the Partnership's business or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; (e) the Partnership's general partners shall not have consented in writing to, and shall not have taken all other action that the Purchaser deems necessary, in the Purchaser's judgment, for the admission of the Purchaser to the Partnership, as of the next quarterly admission date following the consummation of the Offer, as a substitute Limited Partner in accordance with the Partnership Agreement and applicable law; (f) the Partnership's general partners shall not have furnished to the Purchaser such information as is necessary, in the Purchaser's judgment, to verify that the persons purporting to transfer Units to the Purchaser pursuant to the Offer are in fact the owners of such Units as reflected on the Partnership's books and records; (g) the Partnership's general partners shall have caused the Partnership to impose unreasonable transfer, substitution or similar fees, including, without limitation, those that would otherwise apply to: (i) the tender of Units by holders pursuant to the Offer, (ii) the transfer of such Units to the Purchaser or (iii) the admission of the Purchaser as a substitute Limited Partner in respect of such Units; (h) there shall have been threatened, instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the acquisition of any Units pursuant to the Offer or otherwise directly or indirectly relating to the Offer, or otherwise, in the judgment of the Purchaser, adversely affecting the Purchaser or the Partnership or causing any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer; (i) the Partnership shall have (i) issued, or authorized or proposed the issuance of, any partnership interests of any class, or any securities convertible into, or rights, warrants or options to acquire, any such interests or other convertible securities, (ii) issued or authorized or proposed the issuance of any other securities, in respect of, in lieu of, or in substitution for, all or any of the presently outstanding Units, or (iii) declared or paid any distribution, other than in cash, on any of its partnership interests, or (iv) the Partnership or any of the Partnership's general partners shall have authorized, proposed or announced its intention to propose any merger, consolidation or business combination transaction, acquisition of assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business; (j) a tender offer or exchange offer for some or all of the Units is made or publicly announced or proposed to be made, supplemented or amended by any person other than the Purchaser; or (ek) it the general partners of the Partnership shall have been publicly disclosed modified, or taken any step or steps to modify, in any way, the procedures or regulations applicable to the registration of Units or transfers of Units on the books and records of the Partnership or the Purchaser (which is an affiliate admission of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number transferees of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsLimited Partners. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties. If the Purchaser, in its sole discretion, waives the condition contained in the foregoing paragraph (g), then the Purchaser will, to the extent of such waiver, pay all applicable fees referred to in such paragraph.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units Shares tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for Shares and may terminate or amend the Offer as to such Units Shares if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units Shares by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any UnitsShares, including including, without limitation limitation, the right to vote any Units Shares acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the PartnershipCorporation's Limited PartnersShareholders, (iii) requires divestiture by the Purchaser Purchasers of any UnitsShares, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCorporation, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCorporation, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCorporation, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the UnitsShares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units Shares have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units Shares beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsShares. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Shareholder, we will waive that condition for all Shareholders tendering Shares. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties' ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersCorporation’s Unitholders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCorporation, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCorporation, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCorporation, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units Shares tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for Shares and may terminate or amend the Offer as to such Units Shares if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units Shares by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any UnitsShares, including including, without limitation limitation, the right to vote any Units Shares acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersREIT’s Shareholders, (iii) requires divestiture by the Purchaser Purchasers of any UnitsShares, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipREIT, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipREIT, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipREIT, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the UnitsShares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units Shares have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units Shares beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsShares. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Shareholder, we will waive that condition for all Shareholders tendering Shares. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the OfferOffer or the Merger Agreement, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Units Shares tendered if all authorizationspursuant to the Offer, consentsand may, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for subject to the consummation provisions of the transactions contemplated by Merger Agreement, delay the Offer shall not have been filedacceptance for payment of or the payment for any tendered Shares, occurred or been obtained prior and (subject to the Expiration Date. Furthermore, notwithstanding any other term provisions of the Merger Agreement) may terminate the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units iftendered Shares, if at any time on or after the date of the Offer Merger Agreement and before the Expiration Dateexpiration of the Offer, any of the following conditions existsevents or circumstances in clauses (1) through (8) shall have occurred and be continuing: (1) immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement), the number of Shares validly tendered and not properly withdrawn, together with any Shares owned by NRC or any wholly-owned direct or indirect subsidiary of NRC, constitutes less than 90% of the Fully Diluted Shares (however, notwithstanding the Tender and Support Agreement or any other provision of the Merger Agreement, NRC or Purchaser may, in their sole discretion, determine the Minimum Tender Condition satisfied if a majority, instead of 90%, of all Fully Diluted Shares are validly tendered in accordance with the terms of the Offer immediately prior to the scheduled Expiration Date and not properly withdrawn); (2) there shall be instituted or pending any action or proceeding by any person that seeks, directly or indirectly, to (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes make illegal, delays prohibit, materially delay or otherwise directly or indirectly restrains or prohibits restrain the making of the Offer, the consummation of the Offer or the acceptance for payment, purchase of Merger or payment for any Units by the Purchaser (which is an affiliate performance of the General Partner)Merger Agreement, (iib) imposes impose material damages, costs or confirms limitations expenses on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer Op-Tech or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser NRC or their affiliates as a result of the transactions contemplated by the OfferMerger Agreement, (c) restrain, prohibit or limit NRC's, Op-Tech's or any of their respective affiliates' ownership or operation of all or any material portion of the business or assets of NRC, Op-Tech or any such affiliate, or to compel NRC, Op-Tech or any of their respective affiliates to dispose of, license or hold separate all or any material portion of the business or assets of NRC, Op-Tech or any such affiliate, or (vd) might materially adversely affect impose limitations on the businessability of NRC, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or any of NRC's other affiliates effectively to acquire, hold or exercise full rights of ownership of any Shares, including the Partnershipright to vote the Shares acquired or owned by NRC, Purchaser or any of NRC's other affiliates on all matters properly presented to Op-Tech's stockholders; (b3) there any governmental authority of competent jurisdiction shall be any action taken, or any statute, rule, regulation or order proposed, have enacted, enforcedissued, promulgated, issued enforced or deemed applicable entered any order (preliminary or permanent) or law which has resulted in, or is reasonably likely to the Offer by any federal or state courtresult in, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses clause (i) through (v3) of paragraph (a) abovethis Section 13—"Conditions to the Offer"; (c4) any change of the representations and warranties of Op-Tech contained in the Merger Agreement (other than those with respect to Op-Tech's actions pursuant to the Offer, Op-Tech's organization and qualification to do business, Op-Tech's restated certificate of incorporation, as amended, and its bylaws, Op-Tech's subsidiary, Op-Tech's capitalization, Op-Tech's authority to enter into the Merger Agreement and Tender and Support Agreement and the Offer and the Merger, absence of conflicts, required filings or development consents, Op-Tech's indebtedness, Op-Tech disclosure documentation, brokers' fees, and compliance with state anti-takeover laws) shall have occurred or been threatened since not be true and correct as of the date of the Merger Agreement and at and as of the acceptance for payment of Shares pursuant to the Offer (without regard to Purchaseany qualifications therein as to materiality or Op-Tech Material Adverse Effect), as though made at and as of that time (or, if made as of a specific date, at and as of that date), except for those failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Op-Tech Material Adverse Effect; or any of the representations and warranties of Op-Tech with respect to Op-Tech's actions pursuant to the Offer, Op-Tech's organization and qualification to do business, Op-Tech's restated certificate of incorporation, as amended, and its bylaws, Op-Tech's subsidiary, Op-Tech's capitalization, Op-Tech's authority to enter into the Merger Agreement and Tender and Support Agreement and the Offer and the Merger, absence of conflicts, required filings or consents, Op-Tech's indebtedness, Op-Tech disclosure documentation, brokers' fees, and compliance with state anti-takeover laws, shall not be true and correct as of the date of the Merger Agreement and at and as of the acceptance for payment of Shares pursuant to the Offer (without regard to any qualifications therein as to materiality or Op-Tech Material Adverse Effect), as though made at and as of that time (or, if made as of a specific date, at and as of that date), in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a all material adverse effect on the value of the Unitsrespects; (d5) Op-Tech shall have failed to perform in any material respect any covenant or obligation required to be performed or complied with by it under the Merger Agreement at or prior to the acceptance for payment of Shares pursuant to the Offer; (6) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium by federal authorities or any suspension of payments in respect of banks in the United States; (7) NRC and Purchaser shall not have received a certificate executed by Op-Tech's Chief Executive Officer and Chief Financial Officer confirming on behalf of Op-Tech that none of the events and circumstances set forth in clauses (4) and (5) of this Section 13—"Conditions to the Offer" shall have occurred and be continuing immediately prior to the acceptance for payment of Shares pursuant to the Offer; (8) NRC and Purchaser shall not have received a copy from Op-Tech of fully executed and validly existing "payoff" letters or similar documents from each person to whom Op-Tech owes any indebtedness, which "payoff" letter or document (a) sets forth the amount required to be paid to such Person to discharge all such indebtedness owed to such person and (b) provides that upon payment of the amount referenced in subclause (a), (iiii) all such indebtedness will have been repaid and neither Op-Tech, its subsidiary, NRC or Purchaser will have any outstanding obligations with respect to such indebtedness and (ii) any limitation by any governmental authority on, and all liens of such person against the Op-Tech or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereofits subsidiary will be promptly released; or (e9) it the Merger Agreement shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed validly terminated in such Statement by two percent or more of the outstanding Unitsaccordance its terms. The Merger Agreement provides that the foregoing conditions are for the sole benefit of the NRC and Purchaser (which is an affiliate of the General Partner) and may be asserted waived only by the Purchaser regardless of the circumstances giving rise to such conditions NRC or may be waived by the Purchaser Purchaser, and then, in whole or in part part, at any time and from time to time prior to the Expiration Date in its the sole discretion. Any determination by the discretion of NRC or Purchaser (which is an affiliate except for any condition that may only be waived with Op-Tech's consent). See Section 1—"Terms of the General Partner) concerning Offer" and Section 11—"Purpose of the events described above will be final Offer and binding upon all partiesPlans for Op-Tech; Transaction Documents—The Merger Agreement—The Offer." However, without the prior written consent of Op-Tech, Purchaser shall not accept for payment or pay for any Shares in the Offer if, as a result, Purchaser would acquire less than the number of Shares necessary to satisfy the Minimum Tender Condition.

Conditions of the Offer. Notwithstanding any other term of the Offerour offer, the Purchaser (which is an affiliate of the General Partner) will we shall not be required to accept for payment or to pay for any Units units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer our offer shall not have been filed, occurred or been obtained prior to the Expiration Dateobtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Dateour offer, the Purchaser (which is an affiliate of the General Partner) will we shall not be required to accept for payment or pay for any Units units not theretofore accepted for payment or paid for and may terminate or amend the Offer our offer as to such Units units if, at any time on or after the date of the Offer our offer and before the Expiration Dateacceptance of such units for payment or the payment therefor, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer our offer or the acceptance for payment, purchase payment of or payment for any Units units by the Purchaser (which is an affiliate of the General Partner)us, (ii) imposes or confirms limitations on the our ability of the Purchaser to effectively to exercise full rights of ownership of any Unitsunits, including including, without limitation limitation, the right to vote any Units units acquired by the Purchaser pursuant to the Offer us in our offer or otherwise on all matters properly presented to the Partnershipyour partnership's Limited Partnerslimited partners, (iii) requires divestiture by the Purchaser us of any Unitsunits, (iv) causes any material diminution of the benefits to be derived by the Purchaser us as a result of the transactions contemplated by the Offerour offer, or (v) might materially adversely affect the our or your partnership's business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer our offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnershipyour partnership, which which, in our reasonable judgment, is or may be materially adverse to the Partnershipyour partnership, or the Purchaser (which is an affiliate of the General Partner) we shall have become aware of any fact that that, in our reasonable judgment, does or may have a material adverse effect on the value of the Unitsunits; (d) there shall have been threatened, instituted or pending any action or proceeding before any court or government agency or other regulatory or administrative agency or commission or by any other person challenging the acquisition of any units in our offer, or otherwise directly or indirectly relating to our offer, or otherwise, in our reasonable judgment, adversely affecting us or your partnership; (e) your partnership shall have (i) issued, or authorized or proposed the issuance of, any partnership interests of any class, or any securities convertible into, or rights, warrants or options to acquire, any such interests or other convertible securities, (ii) issued or authorized or proposed the issuance of any other securities, in respect of, in lieu of, or in substitution for, all or any of the presently outstanding units, (iii) refinanced any of your partnership's properties, other than in the ordinary course of your partnership's business and consistent with the past practice, (iv) declared or paid any distribution, other than in cash and consistent with past practice, on any of its partnership interests, or (v) your partnership or the general partner of your partnership shall have authorized, proposed or announced its intention to propose any merger, consolidation or business combination transaction, acquisition of assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business and consistent with past practice; or (f) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offerour offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the our sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser us regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser us in whole or in part at any time anytime and from time to time in its our sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) us concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term provision of the OfferAgreement or of the Offer and subject to applicable Law, the Purchaser shall have the right to withdraw or terminate the Offer (which is an affiliate of or amend the General Partner) will Offer to postpone taking up and paying for any Shares deposited under the Offer), and shall not be required to accept for payment payment, take-up, purchase or to pay for any Units tendered if all authorizations, consents, orders or approvals offor, or declarations or filings with, or expirations extend the period of waiting periods imposed bytime during which the Offer is open and postpone taking up and paying for, any courtShares deposited under the Offer, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any unless all of the following conditions existsare satisfied or waived by the Purchaser at or prior to the Expiry Time: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency there shall have been issued validly deposited under the Offer and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making not withdrawn at least 66 2/3% of the Offer or Shares on a fully diluted basis (the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner“Minimum Condition”), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be not exist or have occurred any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) aboveMaterial Adverse Effect; (c) all government or regulatory approvals, waiting or suspensory periods, waivers, permits, consents, reviews, orders, rulings, decisions, and exemptions (including, among others, those of any change stock exchanges or development other securities or regulatory authorities) that are necessary to complete the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction shall have occurred been obtained or been threatened since the date of the Offer to Purchaseconcluded or, in the businesscase of waiting or suspensory periods, propertiesexpired or been terminated, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse each on terms and conditions satisfactory to the PartnershipPurchaser, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Unitsacting reasonably; (d) there shall have occurred (i) no judgment or order shall have been issued by any general suspension Governmental Entity; (ii) no action, suit or proceeding shall have been taken by any Governmental Entity; and (iii) no Law, regulation or policy shall have been, enacted, promulgated or applied or shall exist: (A) to cease trade, enjoin, prohibit or impose material limitations or conditions on the making of trading inthe Offer, including any requirement to change or increase the consideration to be paid in the Offer from that set forth in Section 2 of this Schedule B, or limitation on prices forthe purchase by or the sale to the Purchaser of the Shares or the right of the Purchaser to own or exercise full rights of ownership of the Shares; (B) which, securities on any national securities exchange if the Offer was consummated, could have a Material Adverse Effect or materially adversely affect the Purchaser’s ability to complete a Compulsory Acquisition or a Subsequent Acquisition Transaction; and (e) (i) all representations and warranties of the Company contained in the over-the-counter market Agreement that are qualified by a reference to a Material Adverse Effect or materiality or words of similar import shall be true and correct in the United Statesall respects, (ii) a declaration of a banking moratorium or any suspension of payments all representations and warranties that are not so qualified shall be true and correct in respect of banks in the United Statesall material respects, (iii) any limitation the Company shall have performed in all respects all covenants to be performed by any governmental authority on, it under the Agreement at or other event which might affect, prior to the extension Effective Time that are qualified by a reference to a Material Adverse Effect or materiality or words of credit by lending institutions or result in any imposition of currency controls in the United States, similar import and (iv) a commencement of a war the Company shall have performed in all material respects all covenants to be performed by it under the Agreement at or armed hostilities or other national or international calamity directly or indirectly involving prior to the United StatesEffective Time not so qualified, and (v) the Purchaser shall have received a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, certificate signed by the markets thereof, or (vi) in the case of any Chief Executive Officer and Chief Financial Officer of the foregoing existing at Company to the time effect of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all partiesforegoing.

Conditions of the Offer. Notwithstanding any other term provision of the Offer, and in addition to (and not in limitation of) the Purchaser's right to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, pay for any Units Shares validly tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by pursuant to the Offer and may postpone the acceptance of and, subject to the restrictions referred to above, payment for, Shares tendered pursuant to the Offer, (i) if any applicable waiting period under the HSR Act shall not have expired or been terminated or (ii) there shall not have been filed, occurred or been obtained validly tendered and not properly withdrawn prior to the Expiration Dateexpiration of the Offer that number of Shares representing more than 50% of all Shares outstanding (calculated on a fully diluted basis, which shall mean, as of any date, the number of Shares that are actually issued and outstanding plus the number of Shares that the Company is required to issue pursuant to obligations outstanding under convertible securities, Options and otherwise on the date of purchase) (the "Minimum Condition"). FurthermoreAdditionally and without limiting the foregoing, notwithstanding any other term provision of the Offer and but only in addition to accordance with the Purchaser's right to withdraw provisions of Section 1.01(a) of the Offer at any time before the Expiration DateMerger Agreement, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to the restrictions referred to above, pay for any Units not theretofore accepted for payment or paid for Shares, and may terminate or amend the Offer as and may postpone the acceptance of, subject to such Units ifthe restrictions referred to above, payment for Shares, if at any time on or after the date of the Offer Merger Agreement and at or before the Expiration Date, time of payment for any such Shares (whether or not any Shares have theretofore been accepted for payment or paid for pursuant to the Offer) any of the following conditions existsevents shall occur: (a) a preliminary there shall be any statute, rule, regulation, legislation, interpretation, judgment, order or permanent injunction enacted, entered, enforced, promulgated, amended, issued, or other order of applied by, any federal or state legislative body, court, government or governmental governmental, administrative or regulatory authority or agency shall have been issued and shall remain agency, domestic or foreign, other than the routine application of the waiting period provisions of the HSR Act to the Offer or to the Merger, which is in effect which and would, or would be reasonably likely to: (i) makes illegal, delays make illegal or otherwise directly or indirectly restrains or prohibits the making of prohibit the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Merger, (ii) imposes prohibit or confirms materially limit the ownership or operation by Parent or the Purchaser of all or any material portion of the business or assets of the Company and its Subsidiaries taken as a whole or of Parent or to compel the Purchaser or Parent to dispose of or hold separately all or any material portion of the business or assets of Parent, the Company and their respective Subsidiaries, in each case taken as a whole, or seeking to impose any material limitation on the ability of the Purchaser to conduct its business or own such assets, (iii) impose material limitations on the ability of the Purchaser or render the Purchaser unable, to accept, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, or (iv) seek to impose material limitation on the ability of the Purchaser or Parent effectively to exercise full rights of ownership of any Unitsthe shares of Common Stock, including including, without limitation limitation, the right to vote any Units shares of Common Stock acquired or owned by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the PartnershipCompany's Limited Partnersshareholders, (iii) requires or require divestiture by the Purchaser of any Units, (iv) causes any material diminution shares of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the PartnershipCommon Stock; (b) there shall be threatened in writing or pending any suit, action takenor proceeding by any United States or United Kingdom governmental authority against the Purchaser, Parent, the Company or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable Subsidiary of the Company that is reasonably likely to the Offer by any federal or state court, government or governmental authority or agency, which mightresult, directly or indirectly, result in any of the consequences referred to in clauses (i) through (viv) of paragraph (a) above; (c) any change of the representations or development warranties made by the Company in the Merger Agreement that are qualified by Material Adverse Effect shall be untrue or incorrect, or any such representation and warranty that is not so qualified shall be untrue or incorrect to the extent that such inaccuracy would, in each case as of the date of the final scheduled expiration of the Offer result in a Material Adverse Effect, except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct, as of such date; (d) the Company shall have occurred failed in a material respect to perform or to comply with any agreement or covenant of the Company to be performed or complied with by it under this Agreement and, with respect to any such breach or failure to perform that is reasonably capable of being remedied within the time periods set forth below, the breach or failure to perform is not remedied prior to the earlier of (x) 10 days after the Purchaser has furnished the Company with written notice of such breach or failure to perform or (y) two business days prior to the date on which the Offer expires; (e) the Merger Agreement shall have been threatened terminated in accordance with its terms; (f) since the date of the Offer Merger Agreement, there shall have occurred any change (or any development that would be reasonably likely to Purchase, result in any change) that constitutes a Material Adverse Effect on the business, properties, assets, liabilities, financial condition, operations, results Company; (g) the Board of operations or prospects Directors of the PartnershipCompany or any committee thereof shall have withdrawn, which is modified or may be materially changed in a manner adverse to the Partnership, Parent or the Purchaser (which is an affiliate its approval or recommendation of the General Partner) Offer, the Merger or this Agreement, or approved or recommended any Acquisition Proposal or the Company shall have become aware of entered into any fact acquisition agreement with respect to, or any other agreement that does would approve, adopt or may have a material adverse effect on the value effect, any Superior Proposal in accordance with Section 4.07(d) of the Units;Merger Agreement; or (dh) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange the London Stock Exchange, the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market for a period in the over-the-counter excess of 24 hours (excluding suspensions or limitations resulting solely from physical damage or interference with such exchanges not related to market in the United Statesconditions), (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United StatesStates or the United Kingdom (whether or not mandatory), (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or war, armed hostilities or other international or national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates the United Kingdom that constitutes a Company Material Adverse Effect or a suspension of, materially adversely affects or imposition of a limitation on, delays the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement consummation of the Offer, a or (iv) any material acceleration limitation (whether or worsening thereofnot mandatory) by any United States or United Kingdom governmental authority on the extension of credit generally by banks or other financial institutions; or (e) it shall have been publicly disclosed or which, in the Purchaser (which is an affiliate good faith judgment of the General Partner) shall have otherwise learned that (i) more than ten percent Purchaser, in any such case, and regardless of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior circumstances giving rise to such date had filed a Statement condition, make it inadvisable to proceed with the Commission pursuant to Section 13(d) Offer and/or with such acceptance or (g) payment or payments for shares of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsCommon Stock. The foregoing conditions are for the sole benefit of Parent and the Purchaser (which is an affiliate and, subject to the provisions of the General Partner) and Merger Agreement, may be asserted by Parent or the Purchaser regardless of the circumstances giving rise to such conditions or condition and may be waived by Parent or the Purchaser in whole or in part part. The failure by the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any right, and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all partiestime.

Conditions of the Offer. Notwithstanding any other term provisions of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation applicable rules and regulations of the transactions contemplated by SEC, including Rule 14e-1(c) under the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition Exchange Act (relating to the Purchaser's right obligation to withdraw pay for or return tendered Shares promptly after termination or withdrawal of the Offer at any time before Offer), pay for, and may delay the Expiration Dateacceptance for payment of or, subject to the restriction referred to above, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for for, any Units not theretofore accepted for payment or paid for tendered Shares, and may terminate or amend the Offer as to such Units ifif (i) the Minimum Condition has not been satisfied, (ii) the Rights under the Rights Agreement shall have become exercisable, or (iii) at any time on or after the date of the Offer March 1, 1998 and before the Expiration Datetime of acceptance of Shares for payment pursuant to the Offer, any of the following conditions existsevents shall occur: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency there shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation regulation, judgment, order or order proposedinjunction promulgated, entered, enforced, enacted, enforced, promulgated, issued or deemed applicable to the Offer or the Merger by any domestic or foreign federal or state court, government governmental regulatory or governmental administrative agency or authority or agency, court or legislative body or commission which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through prohibits, or imposes any material limitations on, the Parent's or the Purchaser's ownership or operation of all or a material portion of the Company's businesses or assets, (vii) prohibits, or makes illegal the acceptance for payment, payment for or purchase of paragraph Shares or the consummation of the Offer or the Merger, (aiii) aboveresults in a material delay in or restricts the ability of the Purchaser, or renders the Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares, or (iv) imposes material limitations on the ability of the Purchaser or the Parent to effectively exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by it on all matters properly presented to the Company's shareholders, provided that the Parent shall have used all reasonable efforts to cause any such judgment, order or injunction to be vacated or lifted; (cb) any change or development the representations and warranties of the Company set forth in the Merger Agreement shall have occurred or been threatened since not be true and correct as of the date of consummation of the Offer as though made on or as of such date or the Company shall have breached or failed to Purchaseperform or comply with any material obligation, agreement or covenant required by the Merger Agreement to be performed or complied with by it except, in each case, (i) for changes specifically permitted by the business, properties, assets, liabilities, financial condition, operations, results Merger Agreement and (ii) (A) those representations and warranties that address matters only as of operations a particular date which are true and correct as of such date or prospects (B) where the failure of the Partnership, which is or may such representations and warranties to be materially adverse to the Partnershiptrue and correct, or the Purchaser (which is an affiliate of performance or compliance with such obligations, agreements or covenants, do not, individually or in the General Partner) shall have become aware of any fact that does or may aggregate, have a material adverse effect on the value of Company and its subsidiaries, taken as a whole; (c) the UnitsMerger Agreement shall have been terminated in accordance with its terms; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed that any person, entity or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of (as defined in Section 13(d)(3) of the Exchange Act), shall have acquired beneficial ownership (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) of more than 20% of any class or series of capital stock of the Company (including the Shares), through the acquisition of stock, the formation of a group or otherwise, other than any person or group existing on the date hereof which beneficially owns more than 20% of any class or series of capital stock of the Company or (ii) the Company shall have entered into a definitive agreement or agreement in principle with any person with respect to an Acquisition Proposal or group that prior similar business combination with the Company; (e) the Company Board shall have withdrawn, or modified or changed in a manner adverse to the Parent or the Purchaser (including by amendment of the Schedule 14D-9) its recommendation of the Offer, the Merger Agreement, or the Merger, or recommended another proposal or offer, or shall have resolved to do any of the foregoing; or (f) there shall have occurred (i) a decline of at least 25% in either the Dow Jones Average of Industriax Xxocks or the Standard & Poor's 500 Index from the date of the Merger Agreement, or (ii) the declaration and continuation of a banking moratorium or any limitation or suspension of payments in respect of the extension of credit by banks or other lending institutions in the United States; which in the reasonable judgment of the Parent or the Purchaser, in any such case, and regardless of the circumstances giving rise to such date had filed a Statement condition, makes it inadvisable to proceed with the Commission pursuant to Section 13(d) Offer and/or with such acceptance for payment or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitspayments. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of and the General Partner) Parent and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser Parent or the Purchaser, in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate reasonable discretion of the General Partner) concerning Parent or the events described above Purchaser. A public announcement will be final made of a material change in, or waiver of, such conditions, to the extent required by Rules 14d-4(c) and binding upon all parties14d-6(d) under the Exchange Act, and the Offer will be extended in connection with any such change or waiver to the extent required by such rules.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have occurred or been filed, occurred or been obtained prior to the Expiration Dateobtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted Units, or may delay the acceptance for payment or paid for and may terminate or amend of the Offer as to such Units tendered if, at any time on or after the date of the Offer and before the Expiration Dateacceptance of such Units for payment or the payment therefor, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which which: (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchaser, (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of both legal and beneficial ownership of any the Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchaser, or the Partnership, or (vi) seeks to impose any material condition to the Offer unacceptable to the Purchaser; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, agency which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vvi) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, or disclosed in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or there shall be any material lien not disclosed in the Partnership's financial statements, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the UnitsUnits or the Properties (as defined below); (d) there the General Partner (as defined below) of the Partnership shall have occurred (i) any general suspension of trading infailed or refused to take all other action that the Purchaser deems necessary, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in Purchaser's judgment, for the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in Purchaser to be the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any registered owner of the foregoing existing at Units tendered and accepted for payment hereunder simultaneously with the time consummation of the commencement of Offer or as soon thereafter as is permitted under the OfferPartnership Agreement, a material acceleration or worsening thereof; orin accordance with the Partnership Agreement and applicable law; (e) it there shall have been publicly disclosed threatened, instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the Purchaser (which is an affiliate acquisition of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding any Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) the Offer or (g) of the Exchange Act has increased otherwise directly or proposes indirectly relating to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.the

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, to pay for any Units Shares tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior pursuant to the Expiration Date. FurthermoreOffer, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer if at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, Time any of the following conditions existshave not been satisfied or, to the extent permitted, waived: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency the Minimum Condition shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnershipsatisfied; (b) there shall be any action taken, or waiting period (and any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed extension thereof) applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any consummation of the consequences referred to in clauses (i) through (v) of paragraph (a) aboveOffer under the HSR Act shall have expired or been terminated; (c) (1) certain representations and warranties of Pep Boys with respect to its capitalization shall be true and correct in all respects (except for any change de minimis inaccuracies) at and as of the Expiration Time as though made at and as of the Expiration Time, (2) the representations and warranties of Pep Boys with respect to its organization, qualification, authority and the opinion of Rothschild Inc. shall be true and correct in all material respects at and as of the Expiration Time as if made at and as of the Expiration Time (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct as of such date), and (3) all other representations and warranties of Pep Boys contained in the Merger Agreement shall be true and correct (disregarding all qualifications or development limitations as to "materiality", "Company Material Adverse Effect" or words of similar import) at and as of the Expiration Time as if made at and as of the Expiration Time (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct as of such date), except with respect to this clause (3), where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect; (d) Pep Boys shall have performed or complied in all material respects with each agreement and covenant to be performed or complied with by it under the Merger Agreement at or prior to the Expiration Time; Table of Contents (e) no governmental entity shall have enacted, issued, promulgated, enforced or entered any law that is in effect and which has the effect of making the Offer, the exercise of the Top-Up Option, the Merger or the other Transactions illegal or otherwise prohibiting or preventing the consummation of the Offer, the Top-Up Option, the Merger or the other Transactions; (f) no Company Material Adverse Effect shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the UnitsMerger Agreement; (g) Purchaser shall have received a certificate of Pep Boys, executed by the chief executive officer of Pep Boys, dated as of the date of the Expiration Time, to the effect that the conditions set forth in clauses (c), (d) there shall have occurred and (if) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement this Section 13—"Conditions of the Offer, a material acceleration or worsening thereof" have been satisfied; orand (eh) it the Merger Agreement shall not have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement terminated in accordance with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsits terms. The Merger Agreement provides that the foregoing conditions are for the sole benefit of BSRO and Purchaser and, except for the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or Minimum Condition, may be waived by the Purchaser BSRO or Purchaser, in whole or in part at any time and from time to time in its their sole discretion. Any determination by , in each case, subject to the Purchaser (which is an affiliate terms of the General Partner) concerning Merger Agreement. See Section 1—"Terms of the events described above will be final Offer" and binding upon all partiesSection 11—"Purpose of the Offer and Plans for Pep Boys; Transaction Documents—The Merger Agreement—The Offer."

Conditions of the Offer. Notwithstanding any other term of the Offer, the Neither Parent nor Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Parent’s or Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Units Shares tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of pursuant to the Offer unless (A) the Minimum Tender Condition has been satisfied and (B)(i) the waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for period applicable to the consummation of the transactions contemplated by Offer under the Offer shall not HSR Act (or any extension thereof) will have expired or been terminated; and (ii) all other approvals or consents required to be obtained from any Governmental Entity the failure of which to be obtained, individually or in the aggregate, would have a Company Material Adverse Effect, have been filed, occurred or been obtained prior to the Expiration Dateobtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Neither Parent nor Purchaser (which is an affiliate of the General Partner) will not be required to commence the Offer or accept for payment or or, subject as aforesaid, to pay for any Units not theretofore accepted for, and may delay the acceptance for payment or paid for and may terminate or amend of, any Shares tendered pursuant to the Offer as to such Units if, at 43 Table of Contents any time on or after the date of the Offer Merger Agreement (unless cured as contemplated by the terms of the Merger Agreement) and before the Expiration Dateexpiration or termination of the Offer, any of the following conditions exists: (a) a preliminary or permanent there has been an injunction or other order, decree, judgment or ruling issued by a Governmental Entity of competent jurisdiction or a statute, rule, regulation, executive order of any federal or state courtother action enacted, government promulgated or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly taken by a Governmental Entity which: • restrains or prohibits or seeks to restrain or prohibit the making or consummation of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate consummation of the General Partner), (ii) imposes Merger or confirms limitations on the ability performance of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the other transactions contemplated by the Offer, Merger Agreement; or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership;• imposes a Burdensome Condition; or (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer Merger Agreement there has occurred or been discovered any event, change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to Purchasehave a Company Material Adverse Effect; or (c) (i) the representations and warranties of Barrier contained in the Merger Agreement are not true and correct at such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), in each case except where the failure of any such representations and warranties to be so true and correct (without giving effect to any limitation on any representation or warranty indicated by the words “materiality” or “Company Material Adverse Effect” or “Knowledge of the Company”) would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, or (ii) the representations and warranties of Barrier with respect to its corporate authority, enforceability of the Merger Agreement, capitalization, cash on hand, indebtedness and required votes are not true and correct in all respects at such time (except, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects case of the Partnershiprepresentation and warranties with respect to capitalization, which is or may be materially adverse to such inaccuracies as are de minimis in the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units;aggregate); or (d) there shall Xxxxxxx will have occurred (i) any general suspension of trading infailed to perform in all material respects all obligations, or limitation on prices forfailed to comply in all material respects with the agreements and covenants, securities on any national securities exchange required to be performed by or in complied with by it pursuant to the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereofMerger Agreement; or (e) it the Merger Agreement shall have been publicly disclosed or terminated in accordance with its terms; or (x) Xxxxxxx will have failed to deliver to Parent a certificate executed on behalf of Xxxxxxx by the Purchaser (which is an affiliate chief executive officer and chief financial officer of Barrier certifying that certain of the General Partnerevents described in sections (b), (c), and (d) shall above have otherwise learned that (i) more than ten percent not occurred. The above conditions are in addition to, and not a limitation of, the rights of Parent and Purchaser to extend, terminate and/or modify the Offer pursuant to the terms and conditions of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group Merger Agreement as disclosed in such Statement by two percent or more of the outstanding Unitsdiscussed above. The foregoing above conditions are for the sole benefit of Parent and Purchaser and, subject to the Purchaser (which is an affiliate of terms and conditions set forth in the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or Merger Agreement, may be waived by the Purchaser Parent or Purchaser, in whole or in part part, at any time and from time to time, in the sole discretion of Parent or Purchaser. The failure by Parent or Purchaser at any time in its sole discretion. Any determination by the Purchaser (which is an affiliate to exercise any of the General Partner) concerning the events described above foregoing rights will not be final deemed a waiver of any such right and binding upon all partieseach such right may be deemed an ongoing right that may be asserted by Parent or Purchaser at any time and from time to time.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersUnit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the Partnership, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or be: (1) any statute, rule, regulation regulation, or order proposed, enacted, enforced, promulgated, issued issued, or deemed applicable to the Offer by any federal or state court, government government, or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended; or (2) any other action taken; either of which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties' ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term provisions of the Offer and in addition to the Purchaser's right ’s rights to withdraw extend, amend or terminate the Offer at any time before in accordance with the Expiration Dateprovisions of the Merger Agreement and applicable Law, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any Units not theretofore accepted validly tendered Shares and may delay the acceptance for payment or paid for and may terminate or amend of or, subject to the Offer as restrictions referred to such Units ifabove, the payment for, any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at any time on or after the date of the Offer and before the Expiration Date, (b) the HSR Condition shall not have been satisfied at or prior to the Expiration Date, (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made at or prior to the Expiration Date or (d) any of the following conditions exists: events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date: • there shall be pending any action by any U.S. governmental entity or any Specified Governmental Entity (aA) a preliminary against Parent, the Purchaser, the Company or permanent injunction any subsidiary of the Company or other order (B) otherwise in connection with the Offer or the Merger, in either case: • challenging the acquisition by Parent or the Purchaser of any federal Shares pursuant to the Offer or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes seeking to make illegal, delays restrain or otherwise directly or indirectly restrains or prohibits prohibit the making or consummation of the Offer or the acceptance for payment, purchase of Merger; • seeking to prohibit or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms impose material limitations on the ability of Parent or the Purchaser, or otherwise to render Parent or the Purchaser effectively unable, to exercise full rights accept for payment, pay for or purchase any or all of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser Shares pursuant to the Offer or otherwise on all matters properly presented the Merger, or seeking to the Partnership's Limited Partners, (iii) requires require divestiture by the Purchaser of any Units, (iv) causes any material diminution or all of the benefits Shares to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable purchased pursuant to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.Merger;

Conditions of the Offer. Notwithstanding any other term provisions of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior but subject to the Expiration Date. Furthermoreterms and conditions set forth in the Merger Agreement, notwithstanding any other term of the Offer and in addition to the (and not in limitation of) Purchaser's right ’s rights and obligations to withdraw extend or amend the Offer at any time before in accordance with the Expiration Date, the Purchaser (which is an affiliate provisions of the General PartnerMerger Agreement and any applicable rules and regulations of the SEC, including Rule 14e-l(c) will under the Exchange Act, Purchaser shall not be required to accept for payment or pay for any Units not theretofore accepted for, and may delay the acceptance for payment or paid for and may terminate or amend of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares that are not properly withdrawn if: • such Shares are not tendered in the Offer as such that, assuming consummation of the Offer, Getinge and Purchaser would not satisfy the Minimum Condition; • any waiting period under the HSR Act or any similar foreign competition laws applicable to such Units if, at any time on the transactions contemplated by the Merger Agreement does not expire or after is not terminated prior to the date termination or expiration of the Offer and before the at or prior to any then scheduled Expiration Date; • any suit, action or proceeding by any governmental entity of the following conditions exists: (a) a preliminary competent jurisdiction is pending against Getinge, Purchaser, Datascope or permanent injunction or other order any subsidiary of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which Datascope (i) makes illegal, delays challenging the acquisition by Purchaser or otherwise directly Getinge of any Shares pursuant to the Offer or indirectly restrains seeking to restrain or prohibits prohibit the making or consummation of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Merger, (ii) imposes or confirms seeking to impose material limitations on the ability of Purchaser or Getinge, or render Purchaser or Getinge unable, to accept for payment, pay for or 29 Table of Contents purchase any or all of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser Shares pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, Merger or (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as which otherwise that would impose a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or Materially Burdensome Condition; • any statute, rule, regulation regulation, judgment, order or order proposedinjunction is enacted, enactedentered, enforced, promulgated, issued promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a government entity to the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or any other action is taken by any Governmental Entity, other than the application to the Offer by or the Merger of applicable waiting periods under the HSR Act or similar waiting periods with respect to the any federal similar foreign competition laws or state courtregulation, government or governmental authority or agency, which mightthat (x) is reasonably likely to result, directly or indirectly, result in any of the consequences referred to in clauses the foregoing conditions, or (iy) through (v) has the effect of paragraph (a) above; (c) making such transactions illegal or which has the effect of prohibiting or otherwise preventing the consummation of any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in transactions contemplated by the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of Merger Agreement; • any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any States or limitation or proposed limitation by any foreign or United States governmental authority on, or other event which might affect, agency has a material adverse effect generally on the extension of credit by lending institutions banks or result in other financial institutions; • any imposition representation or warranty of currency controls Datascope as to its capitalization, its authority to execute the Merger Agreement, or the enforceability of the Merger Agreement is not true and correct (except for any de minimis inaccuracy with regard to capitalization), and any other representation and warranty of Datascope set forth in the United States, (iv) Merger Agreement that is qualified by reference to a commencement Material Adverse Effect is not true and correct as of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change date provided in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, Merger Agreement or (viC) any other representation and warranty of Datascope set forth in the Merger Agreement that is not so qualified shall not be true and correct as of the date set forth in the Merger Agreement), other than in the case of clause (C) for such failures to be true and correct that, individually or in the aggregate, have not had and would reasonably be expected to have a Material Adverse Effect; provided that for purposes of determining the satisfaction of clause (C) of this condition, the representations and warranties of Datascope that are not qualified by reference to a Material Adverse Effect shall be deemed not qualified by any references therein to materiality generally; • any fact(s), change(s), event(s), development(s) or circumstance(s) occur, arise or come into existence or become known to Datascope, Getinge or Purchaser following the date of the foregoing existing at Merger Agreement which is continuing and which has had or would have a Material Adverse Effect; • Datascope breaches or fails, in any material respect, to perform or to comply with any agreement or covenant to be performed or complied with by it under the time Merger Agreement prior to the expiration of the commencement Offer and such breach or failure shall not have been cured; • Xxxxxxxxx fails to receive a certificate of Datascope, executed by the Chief Executive Officer and the Chief Financial Officer of Datascope, dated as of the Offerscheduled Expiration Date, a material acceleration to the effect that the conditions set forth in two preceding paragraphs have not occurred; or worsening thereof; or (e) it • the Merger Agreement shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement terminated in accordance with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsits terms. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Getinge and Purchaser, may be asserted by the Getinge or Purchaser regardless of the circumstances giving rise to such conditions or condition, and may be waived by the Getinge or Purchaser in whole or in part at any time and from time to time and in its the sole discretion. Any determination by discretion of Getinge or Purchaser, subject in each case to the Purchaser (which is an affiliate terms of the General PartnerMerger Agreement. The failure by Getinge or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and, each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Merger Agreement defines a “Material Adverse Effect” as any change, any fact, circumstance, event, change, effect or occurrence that (i) concerning has or would be reasonably likely to have a material adverse effect on the assets, business, results of operations or financial condition of Datascope and its subsidiaries taken as a whole or (ii) that would be reasonably likely to prevent or materially delay or materially impair the ability of Datascope to consummate the Merger or the other transactions contemplated hereby; provided, however, that 30 Table of Contents none of the following shall be deemed either alone or in combination with any of the following to constitute a Material Adverse Effect: • any changes in, or conditions, events described above will be final or occurrences that result in a change to, the industry in which Datascope operates or conducts its business, the United States economy or capital, financial or securities markets generally, except those changes that are specifically related to, or that have a materially disproportionate effect upon, Datascope and binding upon all partiesits subsidiaries, taken as a whole, as compared to other similarly situated companies; • any changes resulting from or arising out of actions taken pursuant (and/or required by) the Merger Agreement or at the request of Getinge, or the failure to take any actions due to restrictions set forth in the Merger Agreement; • any changes in the price or trading volume of Datascope’s stock on NASDAQ (but excluding any fact, circumstance, event, change, effect or occurrence that caused or contributed to such change in market price or trading volume); • any adverse effect resulting from any change in GAAP or any applicable United States or foreign, federal, state or local laws, statutes, ordinances, rules, regulations or agency requirements of any governmental entity, or regulatory requirements, in each case, proposed, adopted or enacted after the date hereof, or the interpretation or enforcement thereof; • any changes, developments, events, effects, conditions, occurrences, actions or omissions (including the loss or departure of employees or any termination, reduction, loss, or similar negative development in Datascope’s relationship with its customers, suppliers, vendors or other business partners or employees or any cancellation of or delay in customer orders), in each case resulting from the announcement or pendency of the Merger Agreement, the Offer or the Merger or the proposal thereof; • the failure of Datascope to meet internal or analysts’ expectations or projections (but excluding any fact, circumstance, event, change, effect or occurrence that caused or contributed to such failure to meet internal or analysts’ expectations or projections); and • any legal proceedings made or brought by any of the current or former stockholders of Datascope (on their own behalf or on behalf of Datascope), or otherwise under the DGCL, arising out of or related to the Merger Agreement and any of the transactions contemplated hereby.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units Shares tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for Shares and may terminate or amend the Offer as to such Units Shares if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units Shares by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any UnitsShares, including including, without limitation limitation, the right to vote any Units Shares acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersREIT’s Shareholders, (iii) requires divestiture by the Purchaser Purchasers of any UnitsShares, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipREIT, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipREIT, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipREIT, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the UnitsShares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units Shares have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units Shares beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsShares. Notwithstanding the foregoing, the approval or disapproval of the announced merger with Kite Realty Group Trust, Inc., is NOT a condition of the Offer. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Shareholder, we will waive that condition for all Shareholders tendering Shares. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination in Washington State Court pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term provisions of the Offer, and in addition to (and not in limitation of) Purchaser's rights to extend and amend the Offer at any time in its sole discretion, Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any Units tendered if all authorizationsShares, consentsand may terminate the Offer as to any Shares not then paid for, orders if, in the sole judgment of Purchaser (1) at or approvals ofprior to the expiration of the Offer any one or more of the Voting Trust Approval Condition, the HSR Condition, the Financing Condition, the Minimum Condition, the Subchapter F Condition, the Rights Condition or the CSX Termination Condition has not been satisfied, or declarations (2) at any time on or filings withafter October 24, or expirations 1996 and prior to the acceptance for payment of waiting periods imposed byShares, any courtof the following events shall occur: (a) there shall have been threatened, instituted or pending any action, proceeding, application or counterclaim before any court or governmental regulatory or administrative agency agency, authority, tribunal or commission or other governmental authority or instrumentalitycommission, domestic or foreign, necessary for by any government or governmental authority or agency or commission, domestic or foreign, or by any other person, domestic or foreign (whether brought by the Company, an affiliate of the Company or any other person), which (i) challenges or seeks to challenge the acquisition by Parent or Purchaser or any affiliate of either of them of the Shares, restrains, delays or prohibits or seeks to restrain, delay or prohibit the making of the Offer, consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term subsequent business combination, restrains or prohibits or seeks to restrain or prohibit the performance of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction contracts or other order arrangements entered into by Purchaser or any of its affiliates in connection with the acquisition of the Company or obtains or seeks to obtain any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays material damages or otherwise directly or indirectly restrains relating to the transactions contemplated by the Offer, the Proposed Merger or any other subsequent business combination, (ii) prohibits or limits or seeks to prohibit or limit Parent's or Purchaser's ownership or operation of all or any portion of their or the making Company's business or assets (including without limitation the business or assets of their respective affiliates and subsidiaries) or to compel or seeks to compel Parent or Purchaser to dispose of or hold separate all or any portion of their own or the Company's business or assets (including without limitation the business or assets of their respective affiliates and subsidiaries) or imposes or seeks to impose any limitation on the ability of Parent, Purchaser or any affiliate of either of them to conduct its own business or own such assets as a result of the transactions contemplated by the Offer or any other subsequent business combination, (iii) makes or seeks to make the acceptance for payment, purchase of of, or payment for any Units by the Purchaser (which is an affiliate for, some or all of the General Partner)Shares pursuant to the Offer or the Proposed Merger illegal or results in a delay in, or restricts, the ability of Parent or Purchaser, or renders Parent or Purchaser unable, to accept for payment, purchase or pay for some or all of the Shares or to consummate the Proposed Merger, (iiiv) imposes or confirms seeks to impose limitations on the ability of the Parent or Purchaser or any affiliate of either of them effectively to acquire or hold or to exercise full rights of ownership of any Unitsthe Shares, including including, without limitation limitation, the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise them on an equal basis with all other Shares on all matters properly presented to the Partnership's Limited Partnersshareholders of the Company, (iiiv) requires divestiture by in the Purchaser sole judgment of Parent or Purchaser, might adversely affect the Company or any Unitsof its subsidiaries or affiliates or Parent, Purchaser, or any of their respective affiliates or subsidiaries, (ivvi) causes any material in the sole judgment of Parent or Purchaser, might result in a diminution in the value of the Shares or the benefits expected to be derived by the Parent or Purchaser as a result of the transactions contemplated by the Offer, (vii) in the sole judgment of Parent or Purchaser, imposes or seeks to impose any material condition to the Offer unacceptable to Parent or Purchaser or (vviii) might materially adversely affect otherwise directly or indirectly relates to the businessOffer, properties, assets, liabilities, financial condition, operations, results of operations the Proposed Merger or prospects of any other business combination with the Purchaser or the PartnershipCompany; (b) there shall be any action taken, or any statute, rule, regulation or order or injunction shall be sought, proposed, enacted, enforced, promulgated, issued entered, enforced or deemed or become applicable to the Offer Offer, the Proposed Merger or other subsequent business combination between Purchaser or any affiliate of Purchaser and the Company or any affiliate of the Company or any other action shall have been taken, proposed or threatened, by any federal or state courtgovernment, government or governmental authority or agencyother regulatory or administrative agency or commission or court, which domestic, foreign or supranational, that, in the sole judgment of Parent or Purchaser, might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vvii) of paragraph (a) above; (c) any change (or any condition, event or development involving a prospective change) shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, capitalization, shareholders' equity, condition (financial conditionor otherwise), operations, licenses, franchises, permits, permit applications, results of operations or prospects of the PartnershipCompany or any of its subsidiaries or affiliates which, which in the sole judgment of Parent or Purchaser, is or may be materially adverse to the PartnershipCompany or any of its subsidiaries or affiliates, or the Parent or Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does which, in the sole judgment of Parent or Purchaser, has or may have a material adverse effect on significance with respect to either the value of the UnitsCompany or any of its subsidiaries or the value of the Shares to Parent or Purchaser; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United StatesStates (whether or not mandatory), (iiiii) any limitation (whether or not mandatory) by any governmental authority or agency on, or other event which which, in the sole judgment of Parent or Purchaser, might affect, affect the extension of credit by banks or other lending institutions or result in any imposition of currency controls in the United Statesinstitutions, (iviii) a commencement of a war or war, armed hostilities or other national or international calamity crisis directly or indirectly involving the United States, (viv) a material any significant change in United States or any other currency exchange rates or a any suspension of, or imposition of a limitation on, the markets thereoftherefor (whether or not mandatory), (v) any significant adverse change in the market price of the Shares or in the securities or financial markets of the United States, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, in the sole judgment of Parent or Purchaser, a material acceleration or worsening thereof; or; (e) it other than the redemption of the Rights at the Redemption Price, the Company or any subsidiary of the Company shall have, at any time after October 24, 1996, (i) issued, distributed, pledged, sold or authorized, proposed or announced the issuance of or sale, distribution or pledge to any person of (A) any shares of its capital stock (other than sales or issuances pursuant to Options outstanding on October 24, 1996 in accordance with their terms as disclosed on such date or conversions of the ESOP Preferred Shares in accordance with their terms) of any class (including without limitation the Common Shares and the ESOP Preferred Shares) or securities convertible into any such shares of capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any other securities of the Company, or (B) any other securities in respect of, in lieu of or in substitution for Common Shares and ESOP Preferred Shares outstanding on October 24, 1996, (ii) purchased, acquired or otherwise caused a reduction in the number of, or proposed or offered to purchase, acquire or otherwise reduce the number of, any outstanding Common Shares, ESOP Preferred Shares or other securities, (iii) declared, paid or proposed to declare or pay any dividend or distribution on any Shares (other than the regular quarterly dividend on the Common Shares not in excess of the amount per share, and with record and payment dates, in accordance with recent practice) or on any ESOP Preferred Shares (other than the regular semi-annual dividend on the ESOP Preferred Shares not in excess of the amount per share payable in accordance with recent practice) or on any other security or issued, authorized, recommended or proposed the issuance or payment of any other distribution in respect of the Common Shares or the ESOP Preferred Shares, whether payable in cash, securities or other property, (iv) altered or proposed to alter any material term of any outstanding security, (v) incurred any debt other than in the ordinary course of business and consistent with past practice or any debt containing burdensome covenants, (vi) issued, sold or authorized or announced or proposed the issuance of or sale to any person of any debt securities or any securities convertible into or exchangeable for debt securities or any rights, warrants or options entitling the holder thereof to purchase or otherwise acquire any debt securities or incurred or announced its intention to incur any debt other than in the ordinary course of business and consistent with past practice, (vii) split, combined or otherwise changed, or authorized or proposed the split, combination or other change of the Common Shares, the ESOP Preferred Shares or its capitalization, (viii) authorized, recommended, proposed or entered into or publicly announced its intent to enter into any merger, consolidation, liquidation, dissolution, business combination, acquisition or disposition of a material amount of assets or securities, any material change in its capitalization, any waiver, release or relinquishment of any material contract rights or comparable right of the Company or any of its subsidiaries or any agreement contemplating any of the foregoing or any comparable event not in the ordinary course of business, or taken any action to implement any such transaction previously authorized, recommended, proposed or publicly announced, (ix) transferred into escrow any amounts required to fund any existing benefit, employment or severance agreements with any of its employees or entered into any employment, severance or similar agreement, arrangement or plan with any of its employees other than in the ordinary course of business and consistent with past practice or entered into or amended any agreements, arrangements or plans so as to provide for increased benefits to the employees as a result of or in connection with the transactions contemplated by the Offer or any other change in control of the Company, (x) except as may be required by law, taken any action to terminate or amend any employee benefit plan (as defined in Section 3(2) of ERISA) of the Company or any of its subsidiaries, or Parent or Purchaser shall have become aware of any such action which was not previously disclosed in publicly available filings, (xi) amended or proposed or authorized any amendment to its articles of incorporation or bylaws or similar organizational documents, (xii) authorized, recommended, proposed or entered into any other transaction that in the sole judgment of Parent or Purchaser could, individually or in the aggregate, adversely affect the value of the Shares to Parent or Purchaser or (xiii) agreed in writing or otherwise to take any of the foregoing actions or Parent or Purchaser shall have learned about any such action which has not previously been publicly disclosed by the Company and also set forth in filings with the SEC; 35 (f) the Company and Parent or Purchaser shall have reached an agreement or understanding that the Offer be terminated or amended or Parent or Purchaser (which is an affiliate or one of the General Partnertheir respective affiliates) shall have otherwise learned that entered into a definitive agreement or an agreement in principle to acquire the Company by merger or similar business combination, or purchase of Shares or assets of the Company; (g) Parent or Purchaser shall become aware (i) more than ten percent that any material contractual right of the outstanding Units have been Company or are proposed to any of its subsidiaries or affiliates shall be acquired by another person (including a "group" within the meaning impaired or otherwise adversely affected or that any material amount of Section 13(d)(3) indebtedness of the Exchange Act)Company or any of its subsidiaries shall become accelerated or otherwise become due prior to its stated due date, in either case with or without notice or the lapse of time or both, as a result of the transactions contemplated by the Offer or the Proposed Merger, or (ii) of any person covenant, term or group condition in any of the Company's or any of its subsidiaries' instruments or agreements that prior are or may be materially adverse to the value of the Shares in the hands of the Purchaser or any other affiliate of Parent (including, but not limited to, any event of default that may ensue as a result of the consummation of the Offer, consummation of the Proposed Merger or any other business combination or the acquisition of control of the Company); or (h) Parent or Purchaser shall not have obtained any waiver, consent, extension, approval, action or non-action from any governmental authority or agency (other than approval by the STB of the acquisition of control of the Company) which in its judgment is necessary to consummate the Offer; which, in the sole judgment of Parent or Purchaser in any such date had filed a Statement case, and regardless of the circumstances (including any action or inaction by Parent or Purchaser or any of their affiliates), giving rise to any such condition, makes it inadvisable to proceed with the Commission pursuant Offer and/or with such acceptance for payment or payment. Parent and Purchaser have the right to Section 13(drely on any condition set forth in the immediately preceding sentence being satisfied in determining whether to consummate the Offer; however, if Parent or Purchaser asserts the failure of any such condition without relying on the exercise of its reasonable judgment or some other objective criteria, Parent and Purchaser shall promptly disclose such assertion and the Expiration Date will be (and, if necessary, will be extended to be) or (g) at least five business days after the date of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsdisclosure. The foregoing conditions are for the sole benefit of the Parent and Purchaser (which is an affiliate of the General Partner) and may be asserted by the Parent or Purchaser in their sole discretion regardless of the circumstances (including any action or omission by Parent or Purchaser) giving rise to any such conditions or may be waived by the Parent or Purchaser in their sole discretion in whole or in part at any time and from time to time. The failure by Parent or Purchaser at any time in its sole discretionto exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Parent or Purchaser (which is an affiliate of the General Partner) concerning the events any condition or event described above will in this Section 14 shall be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersCompany’s Unit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCompany, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCompany, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCompany, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unit holder, we will waive that condition for all Unit holders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding (i) The obligation of Merger Sub to (and of Parent to cause Merger Sub to) accept for payment, and pay for, any and all shares of Company Class A Stock or Company Class B Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject to the terms and conditions of this Agreement, including the satisfaction or, to the extent waivable by the Buyer Parties, waiver by Parent (on behalf of the Buyer Parties) of the conditions set forth in ANNEX I (as they may be amended from time to time in accordance with this Agreement, collectively, the “Offer Conditions”). (ii) Merger Sub and Parent expressly reserve the right, at any time, to (a) increase the Offer Price and (b) waive any Offer Condition other than the Minimum Condition or make any other term changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that without the prior written consent of the Company: (A) Merger Sub shall not decrease the Offer Price and (B) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) decreases the number of shares of Company Class A Stock or Company Class B Stock sought to be purchased by Merger Sub in the Offer, (3) imposes conditions or requirements to the Offer in addition to the Offer Conditions, (4) except as provided in Section 2.1(d), terminates the Offer or accelerates, extends or otherwise changes the Expiration Date of the Offer, the Purchaser (which is an affiliate 5) otherwise amends or modifies any of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals ofother terms of the Offer in a manner that adversely affects, or declarations would reasonably be expected to adversely affect, the Company or filings any Stockholder or in any manner that delays or interferes with, hinders or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for impairs the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v6) might materially adversely affect provide any “subsequent offering period” within the business, properties, assets, liabilities, financial condition, operations, results meaning of operations or prospects of Rule 14d-11 promulgated under the Purchaser or Exchange Act other than as provided in Section 2.1(d). The Offer may not be withdrawn prior to the Partnership; Expiration Date (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (irescheduled Expiration Date) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which unless this Agreement is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of terminated in accordance with Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties8.1.

Conditions of the Offer. Notwithstanding any other term provisions of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the terms of the Merger Agreement), the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or or, subject to any applicable rules and regulations of the Commission, including Rule 14e-l(c) under the Exchange Act (relating to the 26 29 Purchaser's obligation to pay for any Units or return tendered if all authorizationsShares promptly after termination or withdrawal of the Offer), consentspay for, orders or approvals ofand may delay the acceptance for payment of or, or declarations or filings withsubject to the restriction referred to above, or expirations of waiting periods imposed bythe payment for, any courttendered Shares, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units ifany Shares not then paid for, if (i) any applicable waiting period under the HSR Act shall not have expired or been terminated, (ii) the Minimum Condition shall not have been satisfied, or (iii) at any time on or after January 26, 1996 and prior to the date acceptance for payment of the Offer and before the Expiration Date, Shares any of the following conditions exists: events have occurred: (a) a preliminary there shall be threatened or permanent injunction pending any suit, action or other order proceeding by any Governmental Entity (as defined in the Merger Agreement) against the Purchaser, Honeywell, the Company or any Subsidiary of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which the Company (i) makes illegalseeking to prohibit or impose any material limitations on Honeywell's or the Purchaser's ownership or operation (or that of any of their respective Subsidiaries or affiliates) of all or a material portion of their or the Company's businesses or assets, delays or otherwise directly to compel Honeywell or indirectly restrains the Purchaser or prohibits their respective Subsidiaries and affiliates to dispose of or hold separate any material portion of the business or assets of the Company or Honeywell and their respective Subsidiaries, in each case taken as a whole, (ii) challenging the acquisition by Honeywell or the Purchaser of any Shares under the Offer, seeking to restrain or prohibit the making or consummation of the Offer or the acceptance for payment, purchase Merger or the performance of or payment for any Units of the other transactions contemplated by the Merger Agreement, or seeking to obtain from the Company, Honeywell or the Purchaser (which is an affiliate of any damages that are material in relation to the General Partner)Company and its Subsidiaries taken as a whole, (iiiii) imposes or confirms seeking to impose material limitations on the ability of the Purchaser, or render the Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, (iv) seeking to impose material limitations on the ability of Purchaser or Honeywell effectively to exercise full rights of ownership of any Unitsthe Shares, including including, without limitation limitation, the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise it on all matters properly presented to the PartnershipCompany's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offerstockholders, or (v) might materially adversely affect which otherwise is reasonably likely to have a Company Material Adverse Effect (as defined in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; Merger Agreement); (b) there shall be any action taken, or any statute, rule, regulation regulation, judgment, order or order proposedinjunction enacted, enactedentered, enforced, promulgated, issued or deemed applicable applicable, pursuant to an authoritative interpretation by or on behalf of a Government Entity, to the Offer or the Merger, or any other action shall be taken by any federal an Governmental Entity, other than the application to the Offer or state courtthe Merger of applicable waiting periods under HSR Act, government or governmental authority or agency, which mightthat is reasonably likely to result, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; ; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange the NYSE for a period in excess of 24 hours (excluding suspensions or in the over-the-counter limitations resulting solely from physical damage or interference with such exchanges not related to market in the United Statesconditions), (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United StatesStates (whether or not mandatory), (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or war, armed hostilities or other international or national or international calamity directly or indirectly involving the United States, (iv) any limitation (whether or not mandatory) by any United States governmental authority on the extension of credit generally by banks or other financial institutions, or (v) a material change in general financial, bank or capital market conditions which materially and adversely affects the ability of financial institutions in the United States to extend credit or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, syndicate loans or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or(d) there shall have occurred any events after the date of the Merger Agreement which, either individually or in the aggregate, would have a Company Material Adverse Effect; provided, however, that no event, change or effect that materially results from the transactions contemplated by the Merger Agreement (the "Transactions") or the announcement thereof shall be deemed to cause, either individually or in the aggregate, a Company Material Adverse Effect; (e) (ei) it the Board of Directors of the Company or any committee thereof shall have been publicly disclosed withdrawn or modified in a manner adverse to Honeywell or the Purchaser (which is an affiliate its approval or recommendation of the General PartnerOffer, the Merger or the Merger Agreement, or approved or recommended any Acquisition Proposal or (ii) the Company shall have otherwise learned that entered into any agreement with respect to any Superior Proposal in accordance with the Merger Agreement; 27 30 (f) the representations and warranties of the Company set forth in the Merger Agreement shall not be true and correct, in each case (i) more than ten percent as of the outstanding Units date referred to in any representation or warranty which addresses matters as of a particular date, or (ii) as to all other representations and warranties, as of the date of the Merger Agreement and as of the scheduled expiration of the Offer, unless the inaccuracies (without giving effect to any materiality or material adverse effect qualifications or materiality exceptions contained therein) under such representations and warranties, taking all the inaccuracies under all such representations and warranties together in their entirety, do not, individually or in the aggregate, result in a Company Material Adverse Effect; (g) the Company shall have been failed to perform any obligation or are proposed to comply with any agreement or covenant to be acquired performed or complied with by another it under the Merger Agreement other than any failure which would not have, either individually or in the aggregate, a Company Material Adverse Effect; (h) any person acquires beneficial ownership (including a "group" within the meaning of Section 13(d)(3) of as defined in Rule 13d-3 promulgated under the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more at least 20% of the outstanding UnitsCommon Stock of the Company (other than any person not required to file a Schedule 13D under the rules promulgated under the Exchange Act); (i) the Merger Agreement shall have been terminated in accordance with its terms; or (j) the diminution in the value of the Company and its subsidiaries to Honeywell and the Purchaser as a result of breaches, if any, of the representations and warranties set forth in Section 3.15 of the Merger Agreement relating to environmental matters (without giving effect to any materiality or material adverse effect qualifications or materiality exceptions contained therein) in excess of environmental liabilities and costs which would reasonably be expected to exist based on the reports and information regarding environmental matters provided to Honeywell as listed on the disclosure schedule provided to Honeywell by the Company pursuant to the Merger Agreement (the "Company Disclosure Schedule") (assuming there has been no non-compliance with Environmental Laws, Environmental Claims, releases of Hazardous Materials (as such terms are defined in the Merger Agreement), contamination or other environmental conditions described in Section 3.15 of the Merger Agreement other than as specifically identified in such reports) as estimated by an environmental consultant or consultants reasonably satisfactory to Honeywell and the Company exceeds $16.0 million. The foregoing conditions are for the sole benefit of Honeywell and the Purchaser (which is an affiliate of the General Partner) and Purchaser, may be asserted by Honeywell or the Purchaser regardless of the circumstances giving rise to such conditions condition (including any action or inaction by Honeywell or the Purchaser not in violation of the Merger Agreement) or may be waived by Honeywell or the Purchaser in whole or in part at any time and from time to time in its the sole discretiondiscretion of Honeywell or the Purchaser, subject in each case to the terms of the Merger Agreement. Any determination The failure by Honeywell or the Purchaser (which is an affiliate at any time to exercise any of the General Partner) concerning the events described above will foregoing rights shall not be final deemed a waiver of any such right and binding upon all partieseach such right shall be deemed an ongoing right and may be asserted at any time and from time to time.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or 37 prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term provision of the Offer, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation applicable rules and regulations of the transactions contemplated by Commission, including Rule 14e-1(c) under the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition Exchange Act (relating to the Purchaser's right obligation to withdraw pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and, subject to the terms of the Agreement, may delay acceptance for payment or terminate the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will and not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units iftendered Shares, if at any time on or after the date of the Offer Agreement and before prior to the Expiration Date, any of the following conditions existsevents shall occur: (ai) a preliminary there shall be any Law enacted, promulgated or permanent injunction deemed applicable to the Offer or other order of the Merger, or any federal suit, action or state court, government or governmental authority or agency proceeding by any Governmental Entity shall have been issued and shall remain in effect which be pending (i) makes challenging or seeking to make illegal, delays materially delay, or otherwise otherwise, directly or indirectly restrains indirectly, restrain or prohibits prohibit or make materially more costly, the making of the Offer, the acceptance for payment of any tendered Shares, or the purchase of Shares, or the consummation of the Merger, or seeking to obtain material damages in connection with the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Merger, (ii) imposes seeking to prohibit or confirms impose any material limitations on Purchaser's ownership or operation of all or a material portion of PJAM's businesses or assets, (iii) seeking to compel Purchaser to dispose of or hold separate any material portion of the business or assets of PJAM, (iv) seeking to impose material limitations on the ability of Purchaser, or rendering Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, (v) imposing material limitations on the ability of Purchaser effectively to exercise full rights of ownership of any Unitsthe Shares, including including, without limitation limitation, the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise it on all matters properly presented to the PartnershipPJAM's Limited Partnersstockholders, (iiivi) requires divestiture limit or prohibit any material business activity by Purchaser, including, without limitation, requiring the Purchaser prior consent of any Units, person or entity (ivincluding any Governmental Entity) causes any material diminution of the benefits to be derived future transactions by the Purchaser as a result of the transactions contemplated by the OfferPurchaser, or (vvii) might materially adversely affect which otherwise would reasonably be expected to have a Material Adverse Effect on PJAM or, the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership;Surviving Corporation; or (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (dii) there shall have occurred (i1) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or the New York Stock Exchange, the American Stock Exchange and in the over-the-counter Nasdaq National Market System (excluding suspensions or limitations resulting solely from physical damage or interference with such exchanges not related to market in the United Statesconditions), (ii2) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United StatesStates (whether or not mandatory), (iii3) any limitation or proposed limitation (whether or not mandatory) by any United States governmental authority on, or other event which might affect, entity that has a material adverse effect generally on the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities banks or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereoffinancial institutions, or (vi4) in the case of any of the foregoing situations in clauses (1) through (3) inclusive, existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (eiii) the representations and warranties of PJAM set forth in the Agreement shall not be true and accurate as of the date of consummation of the Offer as though made on or as of such date (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period) except, in each case where the failures of such representations and warranties to be true and accurate (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein) do not or would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on PJAM; or (iv) PJAM shall have failed to perform, in any material respect, any obligation or to comply, in any material respect, with any material agreement or covenant of PJAM to be performed or complied with by it under the Agreement; or (v) the Board or the Special Committee (i) shall have withdrawn, or modified or changed in a manner adverse to Purchaser (including by amendment of the Schedule 14D-9) its recommendation of the Offer, the Agreement, or the Merger, (ii) shall have recommended an Acquisition Proposal, or (iii) shall have adopted any resolution to effect any of the foregoing; or (vi) since the date of the Agreement there shall have occurred any event, circumstance, change, effect or development that, individually or in the aggregate with any other events, circumstances, changes, effects or developments, has had or would reasonably be expected to have a Material Adverse Effect on PJAM; or (vii) the Agreement shall have been publicly disclosed or terminated in accordance with its terms; which in the Purchaser (which is an affiliate sole judgment of Purchaser, and regardless of the General Partnercircumstances (including any action or inaction by Purchaser) shall have otherwise learned giving rise to such condition makes it inadvisable to proceed with the Offer and/or with such acceptance for payment of or payments for Shares; or (viii) that (i) more than ten percent number of Shares that together with the Shares then owned by Purchaser constitutes at least 90% of the outstanding Units common stock have not been or are proposed validly tendered prior to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) expiration of the Exchange Act)Offer; or (ix) the Purchaser shall not have received proceeds from the Financing in an amount sufficient to consummate the Offer and the Merger, or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) the terms of the Exchange Act has increased Financing Letter or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitson substantially similar terms. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser Purchaser, in whole or in part part, at any time and from time to time time, in its the sole discretiondiscretion of the Purchaser. Any determination The failure by the Purchaser (which is an affiliate at any time to exercise any of the General Partner) concerning foregoing rights shall be deemed a waiver of any right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Notwithstanding the events described above will be final and binding upon all partiesforegoing, the Purchaser may not accept for purchase any Shares, without the approval of the Special Committee, unless a majority of the Shares not owned by the Purchaser or the Investor Group are tendered in the Offer.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term provision of the Offer and in addition but subject to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate applicable rules of the General PartnerCommission, (i) will Purchaser is not be required to accept for payment or pay for any Units tendered Shares, and (ii) except as provided in the Merger Agreement, Purchaser may amend or terminate the Offer as to any Shares not then paid for, if the Minimum Condition has not been met or at any time after the date of the Merger Agreement and before the time of payment for any such Shares (whether or not any Shares have theretofore been accepted for payment or paid for and may terminate or amend pursuant to the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration DateOffer), any of the following conditions existsevents occur and are continuing: (a) a preliminary or permanent there is an injunction or other order, decree, judgment or ruling issued or threatened by a Governmental Entity of competent jurisdiction or a statute, rule, regulation, executive order or other action enacted, promulgated, taken or threatened by a Governmental Entity of competent jurisdiction which in any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which such case (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits or seeks to restrain or prohibit the making or consummation of the Offer or the acceptance for payment, purchase consummation of the Merger or payment for any Units the performance of the other transactions contemplated by the Purchaser (which is an affiliate of Merger Agreement or the General Partner)Stockholders Agreement, (ii) prohibits or restricts or seeks to prohibit or restrict the ownership or operation by Parent (or any of its affiliates or subsidiaries) of any portion of its or the Company's business or assets which is material to the business of all such entities taken as a whole, or compels Parent (or any of its affiliates or subsidiaries) to dispose of or hold separate any portion of its or the Company's or any of its Subsidiary's business or assets which is material to the business of all such entities taken as a whole, (iii) imposes or confirms seeks to impose material limitations on the ability of the Purchaser Parent effectively to acquire or to hold or to exercise full rights of ownership of any Unitsthe Shares, including including, without limitation limitation, the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise Parent on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by stockholders of the Purchaser of any UnitsCompany, (iv) causes imposes or seeks to impose any material diminution limitations on the ability of Parent or any of their respective affiliates or subsidiaries effectively to control in any material respect the business and operations of the benefits Company and its Subsidiaries or (v) seeks to be derived by obtain from the Company, Parent or Purchaser material damages as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Merger Agreement or the Partnership;Stockholders Agreement; or (b) there shall be any action taken, the Merger Agreement is terminated by the Company or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result Parent in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above;accordance with its terms; or (c) there has occurred any change event that, individually or development shall have occurred when considered together with any other matter, has had or been threatened since the date of the Offer is reasonably likely to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units;Material Adverse Effect; or (d) any of the representations and warranties of the Company set forth in the Merger Agreement (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) are not accurate, except where such inaccuracies (considered collectively) are not be reasonably likely to have a Material Adverse Effect, in each case as if such representations and warranties were made at the time of such determination; (e) the Company has failed to perform in any material respect any material obligation or to comply in any material respect with any material agreement or covenant of the Company to be performed or complied with by it under the Merger Agreement; or (f) there shall have has occurred (i) any general suspension of trading inof, or limitation on prices for, trading in securities on any national securities exchange or in the over-the-counter market in the United Statesmarket, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation (whether or not mandatory) by any a governmental authority onentity, or other event which might affect, on the extension of credit by banks or other lending institutions or result in any imposition of currency controls in the United Statesinstitutions, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) States and Parent shall have determined that there is a reasonable likelihood that such event would have a material change in United States or other currency exchange rates or adverse significance to Parent and its subsidiaries, taken as a suspension of, or imposition of a limitation on, the markets thereofwhole, or (viv) in the case of any of the foregoing existing at the time of the commencement execution of the OfferMerger Agreement, a material acceleration or worsening thereof; or (eg) it shall have been publicly disclosed or the Purchaser Board of Directors (which is an affiliate of the General Partneri) shall have otherwise learned that (i) more than ten percent withdrawn, or modified or changed in a manner adverse to Parent or Purchaser its approval or recommendation of the outstanding Units have been Merger Agreement or are proposed to be acquired by another person the transactions contemplated hereby (including the Offer), (ii) recommended a Takeover Proposal or (iii) upon request of Purchaser, shall fail to reaffirm its approval or recommendation of the Offer, the Merger Agreement or the Merger; or (h) any Person or "group" within the meaning (other than Parent, Purchaser or their affiliates or any group of Section 13(d)(3) which any of the Exchange Actthem is a member), shall have acquired or (ii) any person or group that prior announced its intention to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) acquire beneficial ownership of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent 15% or more of the outstanding UnitsShares; which, in the reasonable judgment of Parent with respect to each and every matter referred to above and regardless of the circumstances giving rise to any such condition, makes it inadvisable to proceed with the Offer or with such acceptance for payment of or payment for Shares. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Parent and may be asserted by the Purchaser regardless of the circumstances giving rise to any such conditions or and may be waived by the Purchaser in whole or in part at any time and from time time, subject to time in its sole discretion. Any determination by the Purchaser (which is an affiliate terms of the General Partner) concerning the events described above will be final and binding upon all partiesMerger Agreement.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to on or before the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersUnitholders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects prospectus of the Purchaser Purchasers or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which which, in the reasonable judgment of the Purchasers, is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser Purchasers regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time in its their sole discretion. Any determination termination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary any change (or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change event or development involving a prospective change) shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, indebtedness, capitalization, condition (financial conditionor otherwise), operations, licenses or franchises, management contract, or results of operations or prospects judgment of the PartnershipPurchaser, which is or may be materially adverse to the PartnershipPartnership or the value of the Units to the Purchaser, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does facts relating to the Partnership, its indebtedness or its operations which, in the reasonable judgment of the Purchaser, has or may have a material adverse effect on significance with respect to the value of the Units;Partnership or the value of the Units to the Purchaser; or (db) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a decline in the closing share price of AIMCO's Class A Common Stock of more than 7.5% per share, from the date hereof, (iii) any extraordinary or material adverse change in the financial, real estate or money markets or major equity security indices in the United States such that there shall have occurred at least a 7.5% increase in LIBOR or at least a 7.5% decrease in the S&P 500 Index, the Morgan Stanley REIT Index, xx xxx xxxxx xx xxx 10-year Treasury Bond or the price of the 30-year Treasury Bond, in each case from the date hereof, (iv) any material adverse change in the commercial mortgage financing markets, (v) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (ivvi) a commencement of a war or war, armed hostilities or other national or international calamity directly or indirectly involving the United States, (vvii) a material change any limitation (whether or not mandatory) by any governmental authority on, or any other event which, in United States the reasonable judgment of the Purchaser, might affect the extension of credit by banks or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereoflending institutions, or (viviii) in the case of any of the foregoing existing at the time of the commencement of the Offeroffer, in the reasonable judgment of the Purchaser, a material acceleration or worsening thereofthereof (any changes to the offer resulting from the conditions set forth in this paragraph will most likely involve a change in the amount or terms of the consideration offered or the termination of the offer); or (c) there shall have been threatened, instituted or pending any action, proceeding, application or counterclaim by any Federal, state, local or foreign government, governmental authority or governmental agency, or by any other person, before any governmental authority, court or regulatory or administrative agency, authority or tribunal, which (i) challenges or seeks to challenge the acquisition by the Purchaser of the Units, restrains, prohibits or delays the making or consummation of the offer, prohibits the performance of any of the contracts or other arrangements entered into by the Purchaser (or any affiliates of the Purchaser) seeks to obtain any material amount of damages as a result of the transactions contemplated by the offer, (ii) seeks to make the purchase of, or payment for, some or all of the Units pursuant to the offer illegal or results in a delay in the ability of the Purchaser to accept for payment or pay for some or all of the Units, (iii) seeks to prohibit or limit the ownership or operation by AIMCO or the Purchaser or any of its affiliates in the General Partner (which is an affiliate of the Purchaser) or to remove the General Partner as the general partner of the Partnership, or seeks to impose any material limitation on the ability of the Purchaser or any of its affiliates to conduct the Partnership's business or own such assets, (iv) seeks to impose material limitations on the ability of the Purchaser or any of its affiliates to acquire or hold or to exercise full rights of ownership of the Units including, but not limited to, the right to vote the Units purchased by it on all matters properly presented to Limited Partners or (v) might result, in the sole judgment of the Purchaser, in a diminution in the value of the Partnership or a limitation of the benefits expected to be derived by the Purchaser as a result of the transactions contemplated by the offer or the value of Units to the Purchaser; or (d) there shall be any action taken, or any statute, rule, regulation, order or injunction shall be sought, proposed, enacted, promulgated, entered, enforced or deemed applicable to the offer, the Purchaser, AIMCO-GP or any of its affiliates or any other action shall have been taken, proposed or threatened, by any government, governmental authority or court, that, in the sole judgment of the Purchaser, might directly or indirectly result in any of the consequences referred to in clauses (i) through (v) of paragraph (c) above; or (e) the Partnership shall have (i) changed, or authorized a change of, the Units or the Partnership's capitalization, (ii) issued, distributed, sold or pledged, or authorized, proposed or announced the issuance, distribution, sale or pledge of (A) any equity interests (including, without limitation, Units), or securities convertible into any such equity interests or any rights, warrants or options to acquire any such equity interests or convertible securities, or (B) any other securities in respect of, in lieu of, or in substitution for Units outstanding on the date hereof, (iii) purchased or otherwise acquired, or proposed or offered to purchase or otherwise acquire, any outstanding Units or other securities, (iv) declared or paid any dividend or distribution on any Units or issued, authorized, recommended or proposed the issuance of any other distribution in respect of the Units, whether payable in cash, securities or other property, (v) authorized, recommended, proposed or announced an agreement, or intention to enter into an agreement, with respect to any merger, consolidation, liquidation or business combination, any acquisition or disposition of a material amount of assets or securities, or any release or relinquishment of any material contract rights, or any comparable event, not in the ordinary course of business, (vi) taken any action to implement such a transaction previously authorized, recommended, proposed or publicly announced, (vii) issued, or announced its intention to issue, any debt securities, or securities convertible into, or rights, warrants or options to acquire, any debt securities, or incurred, or announced its intention to incur, any debt other than in the ordinary course of business and consistent with past practice, (viii) authorized, recommended or proposed, or entered into, any transaction which, in the reasonable judgment of the Purchaser, has or could have an adverse affect on the value of the Partnership or the Units, (ix) proposed, adopted or authorized any amendment of its organizational documents, (x) agreed in writing or otherwise to take any of the foregoing actions, or (xi) been notified that any debt of the Partnership or any of its subsidiaries secured by any of its or their assets is in default or has been accelerated (any changes to the offer resulting from the conditions set forth in this paragraph will most likely involve a change in the amount or terms of the consideration offered or the termination of the offer); or (f) a tender or exchange offer for any Units shall have been commenced or publicly proposed to be made by another person or "group" (as defined in Section 13 (d) (3) of the Securities Exchange Act of 1934), or it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) any person or group shall have acquired or proposed or be attempting to acquire beneficial ownership of more than ten four percent of the outstanding Units Units, or shall have been granted any option, warrant or are proposed right, conditional or otherwise, to be acquired by another person (including a "group" within the meaning acquire beneficial ownership of Section 13(d)(3) more than four percent of the Exchange Act)Units, or (ii) any person or group that prior shall have entered into a definitive agreement or an agreement in principle or made a proposal with respect to such date had filed a Statement merger, consolidation, purchase or lease of assets, debt refinancing or other business combination with or involving the Commission pursuant to Section 13(d) or Partnership; or (g) with respect to the cash portion of the Exchange Act has increased offer consideration only, the Purchaser shall not have adequate cash or proposes financing commitments available to increase pay the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more cash portion of the outstanding Unitsoffer consideration; or (h) the Offer to purchase may have an adverse effect on AIMCO's status as a real estate investment trust. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole reasonable discretion. Any determination The failure by the Purchaser (which is an affiliate at any time to exercise any of the General Partner) concerning foregoing rights shall not be deemed a waiver of any such right, the events described above will waiver of any such right with respect to any particular facts or circumstances shall not be final deemed a waiver with respect to any other facts or circumstances and binding upon all partieseach right shall be deemed a continuing right which may be asserted at any time and from time to time.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the PartnershipCompany's Limited PartnersUnit holders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCompany, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCompany, which which, in the reasonable judgment of the Purchasers, is or may be materially adverse to the PartnershipCompany, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion. In the event of any waiver of a material condition, the Purchaser will publicly announce such a waiver and the Offer will remain open for a period of at least five business days following the announcement of any such waiver of a material condition. Any determination termination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term provision of the OfferOffer and subject to the terms of the Merger Agreement, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay for any Units or return tendered if all authorizationsShares promptly after termination or withdrawal of the Offer), consentspay for, orders or approvals ofand may delay the acceptance for payment of or, or declarations or filings withsubject to the restriction referred to above, or expirations of waiting periods imposed bythe payment for, any courttendered Shares, and may amend the Offer or terminate the Offer, in each case, consistent with the terms of the Merger Agreement and not accept for payment any tendered Shares, if: (i) the Minimum Condition has not been satisfied; (ii) any necessary material approval, permit, authorization or consent of any governmental, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or obtained; (iii) the Merger Agreement shall have been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and terminated in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser accordance with its terms; or (which is an affiliate of the General Partneriv) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer Merger Agreement and before prior to the Expiration Date, any of the following conditions existsevents shall occur and be continuing and shall not have resulted from the breach by Parent or the Purchaser of any of their obligations under the Merger Agreement: (a) a preliminary there shall be any action or permanent proceeding brought or threatened by any governmental entity or any person, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated or other order deemed applicable to the Offer or the Merger, seeking to (1) impose any material limitations on Parent's or the Purchaser's ownership or operation (or that of any federal of their respective subsidiaries or state courtaffiliates) of all or a material portion of their or the Company's businesses or assets or compel Parent or the Purchaser to dispose of or hold separate all or any portion of the business or assets of the Company or any of its subsidiaries or Parent or any of its subsidiaries, government or governmental authority or agency shall have been issued and shall remain in effect which (i2) makes illegal, delays or otherwise directly or indirectly restrains or prohibits prohibit the making or consummation of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Merger, (ii3) imposes or confirms impose material limitations on the ability of the Purchaser, or render the Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, or effectively to exercise full rights of ownership of any Unitsthe Shares, including including, without limitation limitation, the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise Parent on all matters properly presented to the PartnershipCompany's Limited Partnersstockholders, or (iii4) requires require the divestiture by Parent or the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership;Shares; or (b) there (1) any representation or warranty of the Company contained in the Merger Agreement that is qualified as to materiality shall not be true and correct, or (2) any representation or warranty of the Company in the Merger Agreement that is not so qualified shall not be true and correct in all material respects, in each case as of the date of consummation of the Offer as though made on or as of such date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any true and correct only as of the consequences referred to in clauses (i) through (v) of paragraph (a) above;such other specified date); or (c) any change or development the Company shall have occurred breached or been threatened since the date failed in any material respect to perform any obligation or to comply with any agreement or covenant of the Offer Company to Purchase, in be performed by or complied with by it under the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units;Merger Agreement; or (d) there shall have occurred an event, change, occurrence or development of a state of facts or circumstances having, or which would reasonably be expected to have, a Material Adverse Effect on the Company; or (ie) there shall have occurred (1) any general suspension or limitation of trading in, in securities generally on the New York Stock Exchange (which suspension or limitation shall continue for at least three hours) or any setting of minimum prices for trading on prices for, securities on any national securities exchange or in the over-the-counter market in the United Statessuch exchange, (ii2) a declaration of a any banking moratorium declared by the U.S. federal or New York authorities or any suspension of payments in respect of banks in the United States, (iii3) any material limitation (whether or not mandatory) by any governmental authority on, or other event which might affect, entity on the extension of credit by commercial banks or other commercial lending institutions or result in any imposition of currency controls in the United Statesinstitutions, (iv4) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi5) in the case of any of the foregoing existing at on the time of the commencement of the Offerdate hereof, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed which, in the reasonable judgment of Parent or the Purchaser Purchaser, in any such case set forth in clauses (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Acta)-(e), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances (including any action or inaction by Parent or the Purchaser) giving rise to such conditions or may be waived by condition makes it inadvisable to proceed with the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate Offer and/or with such acceptance for payment or, of the General Partner) concerning the events described above will be final and binding upon all partiespayment for, Shares.

Conditions of the Offer. Notwithstanding any other term provisions of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or or, subject to any applicable rules and regulations of the Commission, including Rule 14e-l(c) under the Exchange Act (relating to the Purchaser's obligation to pay for any Units or return tendered if all authorizationsShares promptly after termination or withdrawal of the Offer), consentspay for, orders or approvals ofand may delay the acceptance for payment of or, or declarations or filings withsubject to the restriction referred to above, or expirations of waiting periods imposed bythe payment for, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for validly tendered Shares unless the consummation of the transactions contemplated by the Offer shall not have Minimum Condition has been filed, occurred or been obtained prior to the Expiration Datesatisfied. Furthermore, notwithstanding any other term provisions of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration DateOffer, the Purchaser (which is an affiliate of the General Partner) will shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units validly tendered Shares if, at the scheduled expiration date, (i) any time on applicable waiting period under the HSR Act has not expired or after the date terminated prior to termination of the Offer and before the Expiration DateOffer, or (ii) any of the following conditions existsevents shall occur, or shall be deemed to have occurred, and be continuing: a. there shall be threatened in writing or pending any suit, action or proceeding by any United States or United Kingdom Governmental Entity (aas defined in the Merger Agreement) a preliminary against the Purchaser, Parent, the Company or permanent injunction or other order any Subsidiary of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which the Company (i) makes illegalseeking to prohibit or impose any material limitations on Parent's or the Purchaser's ownership or operation (or that of any of their respective Subsidiaries or affiliates) of all or a material portion of their or the Company's and its Subsidiaries' businesses or assets, delays taken as a whole, or otherwise directly to compel Parent or indirectly restrains the Purchaser or prohibits their respective Subsidiaries and affiliates to dispose of or hold separate any material portion of the business or assets of the Company or Parent and their respective Subsidiaries, in each case taken as a whole, (ii) challenging the acquisition by Parent or the Purchaser of any Shares under the Offer, seeking to restrain or prohibit the making or consummation of the Offer or the acceptance for payment, purchase Merger or the performance of or payment for any Units of the other transactions contemplated by the Merger Agreement, or seeking to obtain from the Company, Parent or the Purchaser (which is an affiliate of any damages that are material in relation to the General Partner)Company and its Subsidiaries taken as a whole, (iiiii) imposes or confirms seeking to impose material limitations on the ability of the Purchaser, or render the Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, or (iv) seeking to impose material limitations on the ability of Purchaser or Parent effectively to exercise full rights of ownership of any Unitsthe Shares, including including, without limitation limitation, the right to vote any Units acquired the Shares purchased by the Purchaser pursuant to the Offer or otherwise it on all matters properly presented to the PartnershipCompany's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnershipshareholders; (b) b. there shall be any action taken, or any statute, rule, regulation regulation, judgment, order or order proposedinjunction enacted, enactedentered, enforced, promulgated, issued or deemed applicable (pursuant to an authoritative interpretation by or on behalf of a Government Entity, to the Offer or the Merger) or any other action shall be taken by any federal Governmental Entity, other than the application to the Offer or state courtthe Merger of applicable waiting periods under the HSR Act, government or governmental authority or agency, which mightthat is reasonably likely to result, directly or indirectly, result in any of the consequences referred to in clauses (i) through (viv) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) c. there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affectLondon Stock Exchange, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation onNew York Stock Exchange, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.American Stock

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any Units, including including, without limitation limitation, the right to vote any Units acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited PartnersCompany’s Unitholders, (iii) requires divestiture by the Purchaser Purchasers of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCompany, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCompany, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCompany, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units have been or are proposed to be acquired by another person (including a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Unitholder, we will waive that condition for all Unitholders tendering Units. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties’ ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will Purchasers shall not be required to accept for payment or to pay for any Units Shares tendered if unless all authorizations, consents, orders authorizations or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, obtained or occurred on or been obtained prior to before the Expiration Date. Furthermore, notwithstanding any other term As of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate Purchasers are unaware of the General Partner) will any such required authorizations, approvals, or waiting periods relating to this Offer. The Purchasers shall not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for Shares and may terminate or amend the Offer as to such Units Shares if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase payment of or payment for any Units Shares by the Purchaser (which is an affiliate of the General Partner)Purchasers, (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of ownership of any UnitsShares, including including, without limitation limitation, the right to vote any Units Shares acquired by the Purchaser Purchasers pursuant to the Offer or otherwise on all matters properly presented to the PartnershipCorporation's Limited PartnersShareholders, (iii) requires divestiture by the Purchaser Purchasers of any UnitsShares, (iv) causes any material diminution of the benefits to be derived by the Purchaser Purchasers as a result of the transactions contemplated by the Offer, Offer (see the discussion of such benefits in the Summary Term Sheet and Introduction sections of the Offer to Purchase) or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser Purchasers or the PartnershipCorporation, in the reasonable judgment of the Purchasers; (b) there shall be any action taken, or be: (1) any statute, rule, regulation regulation, or order proposed, enacted, enforced, promulgated, issued issued, or deemed applicable to the Offer by any federal or state court, government government, or governmental authority or agency, other than the application of the waiting period provisions of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended; or (2) any other action taken; either of which mightwill, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchasehereof, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the PartnershipCorporation, which which, in the reasonable judgment of the Purchasers, is or may will be materially adverse to the PartnershipCorporation, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any fact that that, in the reasonable judgment of the Purchasers, does or may will have a material adverse effect on the value of the UnitsShares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, on the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have otherwise learned that (i) more than ten fifty percent of the outstanding Units Shares have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section Sections 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units Shares beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding UnitsShares. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions Purchasers or may be waived by the Purchaser Purchasers in whole or in part at any time and from time to time prior to the Expiration Date in its their sole exercise of reasonable discretion, and the Offer will remain open for a period of at least five business days following any such waiver of a material condition. However, if we waive a certain condition for one tendering Shareholder, we will waive that condition for all Shareholders tendering Shares. Any determination by the Purchaser (which is an affiliate of the General Partner) Purchasers concerning the events described above will be final and binding upon all parties, subject, of course, to the parties' ability to seek review of any contested determination by an arbitrator pursuant to Section 16.

Conditions of the Offer. Notwithstanding any other term provision of the Offer, but subject to compliance with the terms and conditions of the Merger Agreement, and in addition to (and not in limitation of) the obligations of Purchaser to extend the Offer pursuant to the terms and conditions of the Merger Agreement, Purchaser (which is an affiliate of the General Partneri) will not be required to accept for payment or or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to our obligation to pay for any Units or return tendered if all authorizations, consents, orders Shares promptly after termination or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation withdrawal of the transactions contemplated by the Offer shall not have been filedOffer)), occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted Shares, (ii) may delay the acceptance for payment or paid for of or, subject to the restriction referred to above, the payment for, any tendered Shares and (iii) may terminate or amend the Offer as to Shares not then paid for, in the event that at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to the Merger Agreement), (A) the Antitrust Condition shall not have been satisfied, (B) the Minimum Condition shall not have been satisfied or (C) any of the following shall have occurred: (1) any of the representations and warranties of ArcSight set forth in the Merger Agreement (i) shall not have been true and correct in all respects as of the date of the Merger Agreement or (ii) shall not be true and correct in all respects on and as of the expiration date of the Offer with the same force and effect as if made on and as of such Units ifdate, at except, in the case of the foregoing clauses (i) and (ii), (A) for any time failure to be so true and correct as has not had and would not be reasonably expected have, individually or in the aggregate, an ArcSight Material Adverse Effect (as defined below); provided, however, that such ArcSight Material Adverse Effect qualifier shall be inapplicable with respect to representations and warranties set forth in Section 2.2(a), Section 4.2(a), Section 4.4 and Section 4.25 of the Merger Agreement, each of which individually shall have been true and correct in all material respects as of the expiration date of the Offer, (B) for changes contemplated by the Merger Agreement and (C) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date); and provided further that, for purposes of determining the accuracy of the representations and warranties of ArcSight set forth in the Merger Agreement for purposes of this clause (C)(1), (i) all "ArcSight Material Adverse Effect" and materiality qualifications and other qualifications based on the word "material" or similar phrases contained in such representations and warranties will be disregarded (it being understood and hereby agreed that (x) the phrase "similar phrases" as used in this proviso will not be deemed to include any dollar thresholds contained in any such representations and warranties and (y) the representation and warranty set forth in Section 4.8(b) of the Merger Agreement will not be disregarded pursuant to the terms of this proviso) and (ii) any update of or modification to the confidential disclosure schedules provided by ArcSight made or purported to have been made after the date of the Offer and before Merger Agreement will be disregarded; (2) ArcSight has failed to perform in any material respect any obligation or to comply in any material respect with any material covenant or other material agreement of ArcSight to be performed or complied with by it under the Expiration DateMerger Agreement; (3) there shall be pending, or HP or ArcSight shall have received notice (oral or written) of an intent to commence, any suit, action or proceeding by any governmental entity against HP, Purchaser, ArcSight or any subsidiary of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which ArcSight (i) makes illegalchallenging the acquisition by Purchaser (or HP on Purchaser's behalf) of any Shares pursuant to the Offer, delays seeking to restrain or otherwise directly or indirectly restrains or prohibits prohibit the making or consummation of the Offer or the acceptance for payment, purchase Merger or the performance of or payment for any Units of the other transactions contemplated by the Purchaser (which is an affiliate of the General Partner)Merger Agreement, or (ii) imposes seeking to compel HP, ArcSight or confirms limitations any of their respective subsidiaries to agree to any sale, divestiture, license or other disposition of shares of capital stock or of any business, assets or property, or the imposition of any limitation on the ability of the Purchaser effectively any of them to conduct their respective businesses or to own or exercise full rights control of ownership of any Unitssuch stock, including without limitation the right businesses, assets or properties, if (A) such actions reasonably would be expected to vote any Units acquired by the Purchaser pursuant to the Offer have a material adverse effect on (x) ArcSight and its subsidiaries, taken as a whole, or otherwise on all matters properly presented to the Partnership's Limited Partners, (iiiy) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits expected to be derived by the Purchaser as a result of HP and its subsidiaries from the transactions contemplated by the Offer, Merger Agreement or (vB) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall such actions reasonably would be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable expected to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value operations or businesses of HP and its subsidiaries, taken as a whole (assuming for purposes of this determination that HP and its subsidiaries are of the Unitsequivalent size, and have equivalent revenues, to ArcSight and its subsidiaries, taken as a whole); (d) there shall have occurred (i4) any general suspension governmental entity of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in competent jurisdiction located within the United States, Austria, Germany or any other jurisdiction shall have (i) enacted, issued, promulgated, entered, enforced or deemed applicable to the Offer and the Merger any law, statute, rule or regulation that is in effect and has the effect of making the Offer or the Merger illegal or which has the effect of prohibiting, requiring a mandatory filing or notification as a condition to the legality or approval of the Offer and/or Merger, or otherwise preventing the Offer and the Merger or (ii) a declaration issued or granted any judgment, Order or injunction that is in effect and has the effect of a banking moratorium making the Offer and the Merger illegal or which has the effect of prohibiting or otherwise preventing the Offer and the Merger; provided, however, with respect to any suspension of payments in respect of banks in jurisdictions other than the United States, Austria and Germany, only if such event (iiia) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) reasonably would be expected to have a material change in United States or other currency exchange rates or adverse effect on (1) ArcSight and its subsidiaries, taken as a suspension of, or imposition of a limitation on, the markets thereofwhole, or (vi2) in the case benefits expected to be derived by HP and its subsidiaries from the transactions contemplated by the Merger Agreement or (b) reasonably would be expected to have a material adverse effect on the operations or businesses of any HP and its subsidiaries, taken as a whole (assuming for purposes of this determination that HP and its subsidiaries are of the foregoing existing at the time of the commencement of the Offerequivalent size, and have equivalent revenues, to ArcSight and its subsidiaries, taken as a material acceleration or worsening thereofwhole; or (e5) it shall have the Merger Agreement has been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement terminated in accordance with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all partiesterms.

Conditions of the Offer. For the purposes of this Section 13, capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement. Notwithstanding any other term provision of the Offer, but subject to compliance with the Purchaser (which is an affiliate terms and conditions of the General PartnerMerger Agreement, and in addition to (and not in limitation of) the obligations of Purchaser to extend the Offer pursuant to the terms and conditions of the Merger Agreement, Purchaser will not be required to accept for payment or or, subject to any applicable rules and regulations of the SEC (including Rule 14e-(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)), pay for any Units Shares that are validly tendered if all authorizationspursuant to the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, consentsas of immediately prior to the expiration of the Offer: • the Minimum Condition has not been satisfied, orders or approvals of• the Antitrust Condition has not been satisfied, or declarations Table of Contents • any of the following shall have occurred and continue to exist: (a) any governmental authority of competent jurisdiction shall have (i) enacted, issued or filings withpromulgated any law (other than the applicable provisions of the HSR Act) that is in effect as of immediately prior to the expiration of the Offer and has the effect of making the Offer, the acquisition of the Shares by Galenica or Purchaser, or expirations the Merger illegal or which has the effect of waiting periods imposed by, any court, administrative agency prohibiting or commission or other governmental authority or instrumentality, domestic or foreign, necessary for otherwise preventing the consummation of the transactions contemplated Offer, the acquisition of the Shares by Galenica or Purchaser or the Merger, or (ii) issued or granted any order that is in effect as of immediately prior to the expiration of the Offer and has the effect of making the Offer, the acquisition of the Shares by Galenica or Purchaser or the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Offer, the acquisition of Shares by Galenica or Purchaser or the Merger, (b) (i) the representations and warranties of Relypsa set forth in Sections 3.4(a) and 3.4(c) (Capitalization) of the Merger Agreement shall not be true and correct in all respects (except where the failure to be true and correct in all respects would not reasonably be expected to result in additional cost, expense or liability to Relypsa, Galenica and/or their Affiliates in excess of $5,000,000) at and as of the date of the Merger Agreement and at and as of the Expiration Date as though made at and as of the Expiration Date (other than any such representation and warranty that by its terms addresses matters only as of another specified time, in which case only as of such time), (ii) the representations and warranties of Relypsa set forth in Sections 3.7(a) (Absence of Changes) of the Merger Agreement shall not be true and correct in all respects at and as of the date of the Merger Agreement and at and as of the Expiration Date as though made at and as of the Expiration Date, (iii) any of the representations and warranties of Relypsa set forth in Section 3.1(a) (Organization and Qualification), Section 3.2 (Corporate Power; Enforceability; Relypsa Board Recommendation), Section 3.21 (Brokers) and Section 3.22 (Opinions of the Financial Advisors of Relypsa) of the Merger Agreement shall not be true and correct in all material respects at and as the date of the Merger Agreement and at and as of the Expiration Date as if made at and as of the Expiration Date (other than any such representation and warranty that by its terms addresses matters only as of another specified time, in which case only as of such time), and (iv) all other representations and warranties of Relypsa set forth in Article III of the Merger Agreement shall not be true and correct at and as of the date of the Merger Agreement and at and as of the Expiration Date as though made at and as of the Expiration Date (other than any such representation and warranty that by its terms addresses matters only as of another specified time, in which case only as of such time), except in the case of this subclause (iv), where the failure of such representations and warranties to be true and correct (without giving effect to any qualification as to “materiality” or “Material Adverse Effect” qualifiers set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (c) Relypsa shall have breached or failed to perform in any material respect any agreement or covenant to be performed, or complied with, by it under the Merger Agreement at or prior to the Expiration Date and such breach or failure shall not have been filed, occurred or been obtained cured prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units;, (d) there a Material Adverse Effect shall have arisen or occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in following the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any execution and delivery of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; orMerger Agreement that is continuing, (e) it the Merger Agreement shall have been publicly disclosed or terminated in accordance with its terms, or (f) Relypsa shall not have delivered to Galenica a certificate, signed by an executive officer of Relypsa, certifying that the Purchaser conditions set forth above in subclauses (which is an affiliate b), (c) and (d) of this Section 13 — “Conditions of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units Offer” have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsduly satisfied. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Galenica and Purchaser, may be asserted by the Galenica or Purchaser regardless of the circumstances giving rise to such conditions or and may be waived by the Galenica or Purchaser in whole or in part at any time and from time to time in its Table of Contents the sole discretion. Any determination by discretion of Galenica or Purchaser, subject in each case to the Purchaser (which is an affiliate terms of the General Partner) concerning Merger Agreement and the events described above will applicable rules and regulations of the SEC. The failure by Galenica or Purchaser at any time to exercise any of the foregoing rights shall not be final deemed a waiver of any such right and, each such right shall be deemed an ongoing right which may be asserted at any time and binding upon all partiesfrom time to time.

Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) Purchasers will not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's offer), to pay for any Units tendered if all authorizationstendered, consents, orders or approvals ofmay delay the acceptance for payment of the Units tendered, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to may withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government government, administrative agency or other governmental authority or agency shall have been issued and shall remain in effect which which: (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), Purchasers; (ii) imposes or confirms limitations on the ability of the Purchaser Purchasers effectively to exercise full rights of both legal and beneficial ownership of any the Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, ; (iii) requires divestiture by the any Purchaser of any Units, ; (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect affects the business, properties, assets, liabilities, financial condition, operations, or results of operations or prospects of the Purchaser any Purchaser, or the Partnership; or (v) seeks to impose any material condition to the Offer unacceptable to any Purchaser; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government government, administrative agency or other governmental authority or agency, which mightwhich, directly or indirectly, result results in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) there shall be any change authorization, consent, order of, or development filing with, or expiration of waiting periods imposed by, any court, government, administrative agency or other governmental authority, necessary for the consummation of the transactions contemplated by the Offer and requested by Purchasers, that shall not have occurred or been filed or obtained, including a resolution to the satisfaction of any such authority of any comments or inquiries made concerning the Offer; (d) any event shall have occurred or been threatened since the date of the Offer to Purchasedisclosed, in or shall have been threatened, regarding the business, properties, assets, liabilities, financial condition, operations, or results of operations or prospects of the Partnership, which event is materially adverse, or may which threatened event, if fulfilled, would be materially adverse adverse, to the Partnership or its business or properties, or there shall be any material lien not disclosed in the Partnership's financial statements, or the Purchaser (which is an affiliate of the General Partner) Purchasers shall have become aware of any previously undisclosed fact that does has or may with the passage of time would have a material adverse effect on the value of the Units or the Partnership's properties; (e) the General Partner or the Partnership shall have stated or otherwise indicated that it intends to refuse to take any action that the Purchasers deem necessary, in the Purchasers' reasonable judgment, for the Purchasers to be the registered owner of the Units tendered and accepted for payment hereunder, with full voting rights, simultaneously with the consummation of the Offer or as soon thereafter as is permitted under the Partnership Agreement, in accordance with the Partnership Agreement and applicable law, or the Purchasers are unable to confirm to their reasonable satisfaction that the General Partner or Partnership will not refuse to take any such action; (f) there shall have been threatened, instituted or pending any action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other person, challenging the acquisition of any Units pursuant to the Offer or otherwise directly or indirectly relating to the Offer, or otherwise, in the reasonable judgment of any Purchaser, adversely affecting the Purchaser, the Partnership or its properties or the value of the Units; (dg) there the Partnership shall have occurred (i) any general suspension of trading inissued, or limitation on prices forauthorized or proposed the issuance of, any partnership interests of any class, or any securities on convertible into, or rights, warrants or options to acquire, any national securities exchange such interests or in the over-the-counter market in the United Statesother convertible securities, (ii) a declaration issued or authorized or proposed the issuance of a banking moratorium any other securities, in respect of, in lieu of, or in substitution for, all or any suspension of payments in respect of banks in the United Statespresently outstanding Units, (iii) declared or paid any limitation by Distribution, other than in cash, on any governmental authority onof the Units, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement the Partnership or the General Partner shall have authorized, proposed or announced its intention to propose any merger, consolidation or business combination transaction, acquisition of a war assets, disposition of assets or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension ofits capitalization, or imposition any comparable event not in the ordinary course of a limitation onbusiness, other than listing the Partnership's properties for sale; or, (h) the General Partner shall have modified, or taken any step or steps to modify, in any way, the markets thereof, procedures or (vi) in regulations applicable to the case registration of any Units or transfers of Units on the books and records of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed Partnership or the Purchaser (which is an affiliate admission of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number transferees of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitsregistered owners and as Unit Holders. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) Purchasers and may be (but need not be) asserted by the Purchaser Purchasers regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser Purchasers in whole or in part at any time and from time prior to time the Expiration Date, subject to the requirement to disseminate to Unit Holders, in its sole discretiona manner reasonably designed to inform them of, any material change in the information previously provided. Any determination by the Purchaser (which is an affiliate of the General Partner) either Everest or Dixon, in its xxxxxxxble xxxxment, concerning the events described above will be final and binding upon all parties.

Conditions of the Offer. Notwithstanding any other term For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Offer, Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Purchaser (which Offer is an affiliate subject to the satisfaction of the General Partner) Minimum Condition and the conditions below. Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer) (the "Payment Rules"), to pay for any Units Shares tendered if pursuant to the Offer and may terminate or amend the Offer, in accordance with and subject to the terms of the Merger Agreement, unless, at the then effective Expiration Date (i) the Minimum Condition and (ii) all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for (including all extensions thereof) under the consummation HSR Act applicable to the purchase of the transactions contemplated by Shares pursuant to the Offer shall not will have been filed, occurred expired or been obtained prior to terminated (the Expiration Date"Antitrust Condition"). Furthermore, notwithstanding any other term of the Offer and in addition to or the Purchaser's right to withdraw the Offer at any time before the Expiration DateMerger Agreement, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or or, subject to the Payment Rules, to pay for any Units Shares not theretofore accepted for payment or paid for for, and may terminate or amend the Offer as Offer, in accordance with and subject to such Units the terms of the Merger Agreement if, at any time on or after the date of the Offer and before the then effective Expiration Date, any of the following conditions exists: (a) : • any Judgment issued by a preliminary court of competent jurisdiction or permanent injunction by a governmental authority, or any law or regulation or other order of any federal legal restraint or state courtprohibition, government or governmental authority or agency shall have been issued and shall remain will be in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of that would make the Offer or the acceptance Merger illegal or otherwise prevent the consummation thereof; • since the date of the Merger Agreement, there shall have occurred any Company Material Adverse Effect that is continuing, or there shall have occurred any Effect that would reasonably be expected to result in a Company Material Adverse Effect; • the representations and warranties of TubeMogul set forth in Section 3.2(a), Section 3.2(b) (the first sentence only) and Section 3.2(c) of the Merger Agreement (the "Capitalization Representations") (which relate to, among other things, the outstanding capitalization of TubeMogul) (x) will not have been true and correct as of the date of the Merger Agreement or will not be true and correct as of the Expiration Date as if made on and as of the Expiration Date (except, in each case, for paymentrepresentations and warranties that relate to a specific date which failure to be true and correct would be as of such specific date), purchase and (y) the failure to be so true and correct, individually or in the aggregate with all other failures of the Capitalization Representations to be so true and correct, has resulted in or payment for any Units would reasonably be expected to result in additional cost, expense or liability to TubeMogul, Adobe and their affiliates of more than $5,000,000 in the aggregate; • the representations and warranties of TubeMogul set forth in clause "(y)" of the last sentence of Section 3.3(b), Section 3.3(f) and Section 3.6(a) of the Merger Agreement (the "Specified Representations") (which relate to, among other things, the proper authorization by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively TubeMogul Board to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of exempt the transactions contemplated by the Offer, or (v) might materially adversely affect Merger Agreement from the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects restrictions in Section 203 of the Purchaser or DGCL, the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the Offer by any federal or state courtcompensation arrangements between TubeMogul and its directors, government or governmental authority or agencyofficers and employees, which mightand the absence of a Company Material Adverse Effect since June 30, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since 2016 and the date of the Offer Merger Agreement) will not have been true and correct as of the date of the Merger Agreement or will not be true and correct as of the Expiration Date as if made on and as of the Expiration Date (except, in each case, for representations and warranties that relate to Purchasea specific date which failure to be true and correct would be as of such specific date); • the representations and warranties of TubeMogul set forth in Section 3.1, Section 3.2(d), Section 3.3(a), Section 3.3(b) (other than clause "(y)" of the last sentence thereof), Section 3.3(e), Section 3.9 and Section 3.21 of the Merger Agreement (collectively, the "Fundamental Representations") (which relate to, among other things, corporate organization, no shareholder rights plan, TubeMogul's corporate power and authority to enter into the Merger Agreement, the proper authorization and approval by the TubeMogul Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL, no vote of the TubeMogul stockholders is necessary to consummate the Merger, TubeMogul's employee benefit plans and broker's or finder's fees) will not have been true and correct in all material respect as of the date of the Merger Agreement or will not be true and correct in all material respects as of the Expiration Date as if made on and as of the Expiration Date, except for representations and warranties in the Fundamental Representations that address matters on as of a specific date or time (which failure to be true and correct would be as of such date or time), in each case, determined without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" limiting the scope of such representations and warranties; • the representations and warranties of TubeMogul set forth in the Merger Agreement (other than a Capitalization Representation, a Specified Representation or a Fundamental Representation) will not have been true and correct as of the date of the Merger Agreement or will not be true and correct as of the Expiration Date as if made on and as of the Expiration Date, except for such representations and warranties that address matters only as of a specific date or time (which failure to be true and correct would be as of such date or time), in each case determined without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" limiting the scope of such representations and warranties and disregarding such failures to be true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect; • TubeMogul shall have failed to perform in any material respect any obligation, or failed to comply in any material respect with any agreement or covenant, of TubeMogul to be performed or complied with by it under the Merger Agreement prior to such time; • Adobe and Purchaser shall have not received a certificate executed by TubeMogul's Chief Executive Officer confirming on behalf of TubeMogul that the conditions set forth in clauses (b), (c) and (d) of Exhibit B of the Merger Agreement (which relate to, among other things, no Company Material Adverse Effect, accuracy of TubeMogul's representations and warranties and compliance with TubeMogul's covenants) have been duly satisfied; or • the Merger Agreement shall have been terminated in accordance with its terms; which, in the businesssole and reasonable judgment of Purchaser or Adobe, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United Statessuch case, (iv) a commencement of a war makes it inadvisable to proceed with such acceptance for payment or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Unitspayment. The foregoing conditions are for the sole benefit of Adobe and Purchaser and (except for the Purchaser (which is an affiliate of the General PartnerMinimum Condition) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser Adobe and Purchaser, in whole or in part at any time from time to time, in the sole discretion of Adobe and Purchaser. The failure by Adobe, Purchaser or any other affiliate of Adobe at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right will be deemed an ongoing right that may be asserted at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all partiestime.