Common use of Extension of Tender Period; Termination; Amendment Clause in Contracts

Extension of Tender Period; Termination; Amendment. The Purchaser expressly reserves the right, in its sole discretion, at any time and from time to time: (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Units, (ii) to terminate the Offer and not accept for payment any Units not already accepted for payment, (iii) upon the occurrence of any of the conditions specified in Section 7, to delay the acceptance for payment of, or payment for, any Units 15 20 not already accepted for payment or paid for, and (iv) to amend the Offer in any respect (including, without limitation, by increasing the consideration offered, increasing or decreasing the number of Units being sought, or both). Notice of any such extension, termination or amendment will promptly be disseminated to Unitholders in a manner reasonably designed to inform Unitholders of such change in compliance with Rule 14d-4(c) under the Exchange Act. In the case of an extension of the Offer, the extension will be followed by a press release or public announcement which will be issued no later than 9:00 a.m. New York City time, on the next business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Act. If the Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer, the Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The minimum period during which an offer must remain open following a material change in the terms of the offer or information concerning the offer will depend upon the terms or information. In the Commission's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to security-holders, such as Unitholders, and if material changes are made with respect to information that approaches the significance of price or the percentage of securities, such as Units, sought, a minimum of ten business days may be required to allow for adequate dissemination to security-holders, such as Unitholders, and investor response. As used in this Offer to Purchase, "business day" means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 Midnight on such day, New York City time. 7. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser 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, or obtained. 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 will not be required to accept for payment or pay for any Units, or may delay the acceptance for payment of the Units tendered if at any time on or after the date of the Offer and before the acceptance 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 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, (ii) imposes or confirms limitations on the ability of the Purchaser or ARV effectively to exercise full rights of both legal and beneficial ownership of the Units, including, without limitation, the right to instruct the Partnership's assignor limited partner to vote the Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Unitholders, (iii) requires divestiture by the Purchaser or ARV of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser or ARV as a result of the transactions contemplated by the Offer, (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser, ARV 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, including a conclusion that the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Action of 1976, as amended, applies which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vi) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer, in the business, properties, assets, liabilities, financial condition, operations, results of operations or 16 21 prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser or ARV shall have become aware of any fact that does or may have a material adverse effect on the value of the Units or the Properties; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange, The Nasdaq Stock Market, 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 the United States or other currency exchange rates or a suspension 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; (e) the General Partner and/or the assignor limited partner of the Partnership shall have failed or refused to take all other action that the Purchaser deems necessary, in the Purchaser's 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 as in accordance with the Partnership Agreement and applicable law; (f) the General Partner and/or the assignor limited partner of the Partnership shall have failed or refused to furnish the Purchaser such information as is necessary, in the Purchaser's judgment, to verify that the person purporting to transfer Units to the Purchaser pursuant to the Offer is in fact the registered owner of the Units; (g) the General Partner or the Unitholders 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 and (iii) the addition of the Purchaser as a registered owner of the 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 sole judgment of the Purchaser, adversely affecting the Purchaser, ARV, the Partnership or the Properties or the value of the Units or the benefits expected 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, (iii) declared or paid any Distribution, other than in cash, on any of the Units, or (iv) 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 assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business; (j) the General Partner shall have 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 admission of transferees of Units as registered owners and as Unitholders; or (k) it shall have been publicly disclosed or the Purchaser or ARV shall have otherwise learned that more than five 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). 17 22 The foregoing conditions are for the sole benefit of the Purchaser and ARV and may be (but need not be) asserted by the Purchaser or ARV regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser or ARV in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser or ARV concerning the events described above will be final and binding upon all parties. 8.

Extension of Tender Period; Termination; Amendment. The Purchaser expressly reserves the right, in its sole discretiondiscretion and regardless of whether any of the conditions set forth in Section 14 ("Conditions of the Offer") shall have been satisfied, at any time and from time to time: , (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any UnitsBACs, (ii) to terminate the Offer and not accept for payment any Units not already accepted for payment, (iii) upon the occurrence of any of the conditions specified in Section 7, to delay the acceptance for payment of, or payment for, any Units 15 20 BACs not already accepted for payment or paid for, and (iviii) to amend the Offer in any respect (including, without limitation, by increasing giving oral or written notice of such amendment to the consideration offered, increasing Purchaser. If the Purchaser increases or decreasing decreases either the number of Units the BACs being soughtsought or the consideration to be paid for any BACs pursuant to the Offer and the Offer is scheduled to expire at any time before the expiration of a period of 10 business days from, or both). Notice of any such extensionand including, termination or amendment will promptly be disseminated to Unitholders in a manner reasonably designed to inform Unitholders the date that notice of such change increase or decrease is first published, sent or given in compliance with Rule 14d-4(c) under the Exchange Act. In the case of an extension of the Offermanner specified below, the extension Offer will be followed by extended until, at a press release or public announcement which will be issued no later than 9:00 a.m. New York City timeminimum, on the next expiration of such period of 10 business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Actdays. If the Purchaser makes a material change in the terms of the Offer (other than a change in price or percentage of securities sought) or in the information concerning the Offer Offer, or waives a material condition of the Offer, the Purchaser will extend the Offer and disseminate additional tender offer materials to the extent Offer, if required by Rules 14d-4(c) and 14d-6(d) under applicable law, for a period sufficient to allow BACs holders to consider the Exchange Act. The minimum period during which an offer must remain open following a material change in the amended terms of the offer or information concerning Offer. The Purchaser also reserves the offer will depend upon the terms or information. In the Commission's viewright, an offer should remain open for a minimum of five business days from the date the material change is first publishedin its sole discretion, sent or given to security-holders, such as Unitholders, and if material changes are made with respect to information that approaches the significance of price or the percentage of securities, such as Units, sought, a minimum of ten business days may be required to allow for adequate dissemination to security-holders, such as Unitholders, and investor response. As used in this Offer to Purchase, "business day" means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 Midnight on such day, New York City time. 7. conditions specified under Section 14 ("Conditions of the Offer") shall not have been satisfied and so long as BACs have not theretofore been accepted for payment, to delay (except as otherwise required by applicable law) acceptance for payment of or payment for BACs or to terminate the Offer and not accept for payment or pay for BACs. Notwithstanding If the Purchaser extends the period of time during which the Offer is open, delays acceptance for payment of or payment for BACs or is unable to accept for payment or pay for BACs pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer, the Purchaser may retain all BACs tendered, and such BACs may not be withdrawn except as otherwise provided under Section 4 ("Withdrawal Rights"). The reservation by the Purchaser of the right to delay acceptance for payment of or payment for BACs is subject to applicable law, which requires that the Purchaser pay the consideration offered or return the BACs deposited by or on behalf of BACs holders promptly after the termination or withdrawal of the Offer. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. Without limiting the manner in which the Purchaser may choose to make any public announcement, the Purchaser will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement other term than by making a release to the Dow Xxxxx News Service. In the case of an extension of the Offer, the Purchaser will not be required to accept for payment or to pay for any Units tendered if all authorizationsmake a public announcement of such extension no later than 9:00 a.m., consentsNew York City time, 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 on the consummation of next business day after the transactions contemplated by the Offer shall not have occurred or been filed, or obtained. 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 previously scheduled Expiration Date, the Purchaser will not be required to accept for payment or pay for any Units, or may delay the acceptance for payment of the Units tendered if at any time on or after the date of the Offer and before the acceptance 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 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, (ii) imposes or confirms limitations on the ability of the Purchaser or ARV effectively to exercise full rights of both legal and beneficial ownership of the Units, including, without limitation, the right to instruct the Partnership's assignor limited partner to vote the Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Unitholders, (iii) requires divestiture by the Purchaser or ARV of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser or ARV as a result of the transactions contemplated by the Offer, (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser, ARV 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, including a conclusion that the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Action of 1976, as amended, applies which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vi) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer, in the business, properties, assets, liabilities, financial condition, operations, results of operations or 16 21 prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser or ARV shall have become aware of any fact that does or may have a material adverse effect on the value of the Units or the Properties; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange, The Nasdaq Stock Market, 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 the United States or other currency exchange rates or a suspension 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; (e) the General Partner and/or the assignor limited partner of the Partnership shall have failed or refused to take all other action that the Purchaser deems necessary, in the Purchaser's 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 as in accordance with the Partnership Agreement and applicable law; (f) the General Partner and/or the assignor limited partner of the Partnership shall have failed or refused to furnish the Purchaser such information as is necessary, in the Purchaser's judgment, to verify that the person purporting to transfer Units to the Purchaser pursuant to the Offer is in fact the registered owner of the Units; (g) the General Partner or the Unitholders 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 and (iii) the addition of the Purchaser as a registered owner of the 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 sole judgment of the Purchaser, adversely affecting the Purchaser, ARV, the Partnership or the Properties or the value of the Units or the benefits expected 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, (iii) declared or paid any Distribution, other than in cash, on any of the Units, or (iv) 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 assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business; (j) the General Partner shall have 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 admission of transferees of Units as registered owners and as Unitholders; or (k) it shall have been publicly disclosed or the Purchaser or ARV shall have otherwise learned that more than five 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). 17 22 The foregoing conditions are for the sole benefit of the Purchaser and ARV and may be (but need not be) asserted by the Purchaser or ARV regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser or ARV in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser or ARV concerning the events described above will be final and binding upon all parties. 8.

Extension of Tender Period; Termination; Amendment. The Purchaser expressly reserves the right, in its sole discretion, right at any time and from time to time: (i) · to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Units; · upon the occurrence of any of the conditions specified in Section 7 herein, (ii) to terminate the Offer and not accept for payment any Units not already accepted for payment, (iii) upon or, if the occurrence Purchaser reasonably anticipates a prompt cure or removal of any of the conditions specified in Section 7such condition, to delay for a reasonable period the acceptance for payment of, or payment for, any Units 15 20 not already accepted for payment or paid for, ; and (iv) · to amend the Offer in any respect (including, without limitation, by increasing or decreasing the consideration offeredprice, increasing or decreasing the number of Units being sought, or both). Notice of any such extension, termination or amendment will promptly be disseminated to Unitholders Unit holders in a manner reasonably designed to inform Unitholders Unit holders of such change in compliance with Rule 14d-4(c14d-4(d) under the Exchange Act. In the case of an extension of the Offer, the extension will be followed by a press release or public announcement which will be issued no later than 9:00 a.m. a.m., New York City time, on the next business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Act. If the Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer, the Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(c14d-4(d) and 14d-6(d14d-6(c) under the Exchange Act. The minimum period during which an offer must remain open following a material change in the terms of the offer or information concerning the offer will depend upon the terms or information. In the Commission's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to security-holders, such as Unitholders, and if material changes are made with respect to information that approaches the significance of price or the percentage of securities, such as Units, sought, a minimum of ten business days may be required to allow for adequate dissemination to security-holders, such as Unitholders, and investor response. As used in this Offer to Purchase, "business day" means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 Midnight on such day, New York City time. 7. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser 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, or obtained. 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 will not be required to accept for payment or pay for any Units, or may delay the acceptance for payment of the Units tendered if at any time on or after the date of the Offer and before the acceptance 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 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, (ii) imposes or confirms limitations on the ability of the Purchaser or ARV effectively to exercise full rights of both legal and beneficial ownership of the Units, including, without limitation, the right to instruct the Partnership's assignor limited partner to vote the Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Unitholders, (iii) requires divestiture by the Purchaser or ARV of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser or ARV as a result of the transactions contemplated by the Offer, (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser, ARV 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, including a conclusion that the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Action of 1976, as amended, applies which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vi) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer, in the business, properties, assets, liabilities, financial condition, operations, results of operations or 16 21 prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser or ARV shall have become aware of any fact that does or may have a material adverse effect on the value of the Units or the Properties; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange, The Nasdaq Stock Market, 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 the United States or other currency exchange rates or a suspension 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; (e) the General Partner and/or the assignor limited partner of the Partnership shall have failed or refused to take all other action that the Purchaser deems necessary, in the Purchaser's 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 as in accordance with the Partnership Agreement and applicable law; (f) the General Partner and/or the assignor limited partner of the Partnership shall have failed or refused to furnish the Purchaser such information as is necessary, in the Purchaser's judgment, to verify that the person purporting to transfer Units to the Purchaser pursuant to the Offer is in fact the registered owner of the Units; (g) the General Partner or the Unitholders 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 and (iii) the addition of the Purchaser as a registered owner of the 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 sole judgment of the Purchaser, adversely affecting the Purchaser, ARV, the Partnership or the Properties or the value of the Units or the benefits expected 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, (iii) declared or paid any Distribution, other than in cash, on any of the Units, or (iv) 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 assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business; (j) the General Partner shall have 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 admission of transferees of Units as registered owners and as Unitholders; or (k) it shall have been publicly disclosed or the Purchaser or ARV shall have otherwise learned that more than five 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). 17 22 The foregoing conditions are for the sole benefit of the Purchaser and ARV and may be (but need not be) asserted by the Purchaser or ARV regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser or ARV in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser or ARV concerning the events described above will be final and binding upon all parties. 8.

Extension of Tender Period; Termination; Amendment. The Purchaser expressly reserves the right, in its sole discretiondiscretion and regardless of whether any of the conditions set forth in Section 14 ("Conditions of the Offer") shall have been satisfied, at any time and from time to time: , (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any UnitsBACs, (ii) to terminate the Offer and not accept for payment any Units not already accepted for payment, (iii) upon the occurrence of any of the conditions specified in Section 7, to delay the acceptance for payment of, or payment for, any Units 15 20 BACs not already accepted for payment or paid for, and (iviii) to amend the Offer in any respect (including, without limitation, by increasing respect. If the consideration offered, increasing Purchaser increases or decreasing decreases either the number of Units the BACs being soughtsought or the consideration to be paid for any BACs pursuant to the Offer and the Offer is scheduled to expire at any time before the expiration of a period of 10 business days from, or both). Notice of any such extensionand including, termination or amendment will promptly be disseminated to Unitholders in a manner reasonably designed to inform Unitholders the date that notice of such change increase or decrease is first published, sent or given in compliance with Rule 14d-4(c) under the Exchange Act. In the case of an extension of the Offermanner specified below, the extension Offer will be followed by extended until, at a press release or public announcement which will be issued no later than 9:00 a.m. New York City timeminimum, on the next expiration of such period of 10 business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Actdays. If the Purchaser makes a material change in the terms of the Offer (other than a change in price or percentage of securities sought) or in the information concerning the Offer Offer, or waives a material condition of the Offer, the Purchaser will extend the Offer and disseminate additional tender offer materials to the extent Offer, if required by Rules 14d-4(c) and 14d-6(d) under applicable law, for a period sufficient to allow BACs holders to consider the Exchange Act. The minimum period during which an offer must remain open following a material change in the amended terms of the offer or information concerning Offer. The Purchaser also reserves the offer will depend upon the terms or information. In the Commission's viewright, an offer should remain open for a minimum of five business days from the date the material change is first publishedin its sole discretion, sent or given to security-holders, such as Unitholders, and if material changes are made with respect to information that approaches the significance of price or the percentage of securities, such as Units, sought, a minimum of ten business days may be required to allow for adequate dissemination to security-holders, such as Unitholders, and investor response. As used in this Offer to Purchase, "business day" means any day other than a Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 Midnight on such day, New York City time. 7. conditions specified under Section 14 ("Conditions of the Offer") shall not have been satisfied and so long as BACs have not theretofore been accepted for payment, to delay (except as otherwise required by applicable law) acceptance for payment of or payment for BACs or to terminate the Offer and not accept for payment or pay for BACs. Notwithstanding If the Purchaser extends the period of time during which the Offer is open, delays acceptance for payment of or payment for BACs or is unable to accept for payment or pay for BACs pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer, the Purchaser may retain all BACs tendered, and such BACs may not be withdrawn except as otherwise provided under Section 4 ("Withdrawal Rights"). The reservation by the Purchaser of the right to delay acceptance for payment of or payment for BACs is subject to applicable law, which requires that the Purchaser pay the consideration offered or return the BACs deposited by or on behalf of BACs holders promptly after the termination or withdrawal of the Offer. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. Without limiting the manner in which the Purchaser may choose to make any public announcement, the Purchaser will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement other term than by making a release to the Dow Xxxxx News Service. In the case of an extension of the Offer, the Purchaser will not be required to accept for payment or to pay for any Units tendered if all authorizationsmake a public announcement of such extension no later than 9:00 a.m., consentsNew York City time, 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 on the consummation of next business day after the transactions contemplated by the Offer shall not have occurred or been filed, or obtained. 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 previously scheduled Expiration Date, the Purchaser will not be required to accept for payment or pay for any Units, or may delay the acceptance for payment of the Units tendered if at any time on or after the date of the Offer and before the acceptance 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 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, (ii) imposes or confirms limitations on the ability of the Purchaser or ARV effectively to exercise full rights of both legal and beneficial ownership of the Units, including, without limitation, the right to instruct the Partnership's assignor limited partner to vote the Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Unitholders, (iii) requires divestiture by the Purchaser or ARV of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser or ARV as a result of the transactions contemplated by the Offer, (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser, ARV 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, including a conclusion that the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Action of 1976, as amended, applies which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vi) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer, in the business, properties, assets, liabilities, financial condition, operations, results of operations or 16 21 prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser or ARV shall have become aware of any fact that does or may have a material adverse effect on the value of the Units or the Properties; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange, The Nasdaq Stock Market, 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 the United States or other currency exchange rates or a suspension 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; (e) the General Partner and/or the assignor limited partner of the Partnership shall have failed or refused to take all other action that the Purchaser deems necessary, in the Purchaser's 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 as in accordance with the Partnership Agreement and applicable law; (f) the General Partner and/or the assignor limited partner of the Partnership shall have failed or refused to furnish the Purchaser such information as is necessary, in the Purchaser's judgment, to verify that the person purporting to transfer Units to the Purchaser pursuant to the Offer is in fact the registered owner of the Units; (g) the General Partner or the Unitholders 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 and (iii) the addition of the Purchaser as a registered owner of the 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 sole judgment of the Purchaser, adversely affecting the Purchaser, ARV, the Partnership or the Properties or the value of the Units or the benefits expected 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, (iii) declared or paid any Distribution, other than in cash, on any of the Units, or (iv) 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 assets, disposition of assets or material change in its capitalization, or any comparable event not in the ordinary course of business; (j) the General Partner shall have 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 admission of transferees of Units as registered owners and as Unitholders; or (k) it shall have been publicly disclosed or the Purchaser or ARV shall have otherwise learned that more than five 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). 17 22 The foregoing conditions are for the sole benefit of the Purchaser and ARV and may be (but need not be) asserted by the Purchaser or ARV regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser or ARV in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser or ARV concerning the events described above will be final and binding upon all parties. 8.