Common use of Terms of the Offer Clause in Contracts

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights". The Expiration Date is midnight New York City Time, on June 11, 1999, unless and until the Purchaser, in its sole discretion, shall have extended the period of time for which the Offer is open, in which event the Expiration Date shall be the latest time and date on which the Offer, as so extended by the Purchaser, shall expire. The Offer is conditioned on satisfaction of certain conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves the right (but shall not be obligated), in its sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering Unitholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) amend the Offer. The rights reserved by the Purchaser in this paragraph are in addition to the Purchaser's right to terminate the Offer at any time prior to the acceptance of tendered Units for payment. This Offer and the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 11:59 p.m., Pacific Time, on June 11October 28, 19992015, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11July 18, 19992008, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11October 30, 19992008, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the Company will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units Shares validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11September 30, 19992011, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units Shares tendered, terminate the Offer and return all tendered Units Shares to tendering UnitholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units Shares validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Shareholders to withdraw Units Shares until the Expiration Date, retain the Units Shares that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate Purchasers will promptly pay for all validly tendered Shares upon confirmation from the Offer at any time prior to REIT that you own the acceptance of tendered Units for payment. This Offer Shares, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown Purchasers from purchasing tendered Shares as offered herein. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Partnership's records Purchasers or the Depositary, to have been limited partnerssubject yourself to personal jurisdiction in Washington, assignees thereofand that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of your rights under the federal securities laws or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11August 19, 19992013, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the Supervisor will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11February 8, 19992013, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the Supervisor will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11January 25, 19992013, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the Supervisor will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units Shares validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11November 21, 19992011, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units Shares tendered, terminate the Offer and return all tendered Units Shares to tendering UnitholdersShareholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units Shares validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Shareholders to withdraw Units Shares until the Expiration Date, retain the Units Shares that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate Purchasers will promptly pay for all validly tendered Shares upon the Offer at any time prior to earlier of receipt of your share certificates or confirmation from the acceptance of tendered Units for payment. This Offer Corporation that you own the Shares, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown Purchasers from purchasing tendered Shares as offered herein. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Partnership's records Purchasers or the Depositary, to have been limited partnerssubject yourself to personal jurisdiction in California, assignees thereofand that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of your rights under the federal securities laws or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment (and pay for all thereby purchase) up to 1,400 Units that are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 4 prior to the Expiration Date. As used in the Offer, the term "The Offer-- Section 4. Withdrawal Rights". The Expiration Date is midnight Date" means 12:00 midnight, New York City Timetime, on June 11December 19, 19991997, unless and until the Purchaser, in its sole discretionaccordance with the terms of the Offer, shall have extended the period of time for during which the Offer is open, in which event the term "Expiration Date shall be Date" means the latest time and date on at which the Offer, as so extended by extended, expires. As used in this Offer to Purchase, "business day" has the Purchasermeaning set forth in Rule 14d-1(c)(6) under the Securities Exchange Act of 1934, shall expireas amended (the "Exchange Act"). The Offer is not conditioned on satisfaction upon any minimum number of certain conditions (see "The Offer--Section 8. Conditions of the Offer")Units being tendered. The Offer is subject to certain other conditions set forth in Sections 2 and 14. Purchaser expressly reserves the right (but shall will not be obligated), in its sole discretion and for any reason, ) to waive any or all of such conditionsthe conditions of the Offer. If, on or prior to by the Expiration Date, any or all of such the conditions have of the Offer are not been satisfied or waived, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any of extend the Units tendered, terminate period during which the Offer and return is open and, subject to the rights of tendering Holders to withdraw their Units, retain all tendered Units to tendering Unitholdersuntil the Expiration Date, (ii) waive any or all of the unsatisfied conditions of the Offer and, subject to complying compliance with the applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), accept for payment or purchase all validly tendered Units validly tenderedand not extend the Offer, or (iii) extend the Offer and, subject to the right of Unitholders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) amend the Offer. The rights reserved by the Purchaser in this paragraph are in addition to the Purchaser's right to terminate the Offer at and not accept for payment any time prior Units and return promptly all tendered Units to tendering Holders. Any extension, delay in payment, termination or amendment may be made by giving oral or written notice to the acceptance of tendered Units for payment. This Offer Depositary and will be followed as promptly as practicable by public announcement, the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Following the expiration of the Offer or if the Offer is not consummated, the Purchaser and the Funds may seek to acquire Units owned through open-market purchases, privately negotiated transactions or otherwise, upon such terms and conditions and at such prices as it shall determine, which may be more or less than the Purchase Price and could be for cash or other consideration. The Commission has announced that, under its interpretation of record by Individual Retirement Accounts ("IRAs"Rules 14d-4(c) and qualified plans14d-6(d) beneficial owners under the Exchange Act, material changes in the terms of a tender offer or information concerning a tender offer may require that the tender offer be extended so that it remains open a sufficient period of time to allow Holders to consider such material changes or information in deciding whether or not to tender or withdraw their securities. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information. If Xxxxxxxxx decides to increase or decrease the consideration in the Offer or to make a change in the percentage of Units as sought and if, at the time that notice of June 11any such change is first published, 1999.sent or given to Holders, the Offer is scheduled to expire at any time earlier than 7

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 11:59 p.m., Pacific Time, on June 11July 6, 19992007, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment)Offer, the Purchaser will accept for payment and pay for all up to 6,500 Units that are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 12:00 midnight, Eastern Time, on June 11February 26, 1999, unless and until the Purchaser, in its sole discretion, Purchaser shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the Purchaser, Purchaser shall expire. Subject to any approval rights of the General Partner under the terms of the Partnership Agreement, the Purchaser reserves the right to transfer or assign, (in whole or in part from time to time), to one or more of the Purchaser's affiliates, the right to purchase all or any portion of the Units tendered pursuant to the Offer. Any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering Unit Holders to receive payment for Units validly tendered and accepted for payment pursuant to the Offer. The Offer is conditioned on satisfaction of certain conditions (see conditions. See "The Tender Offer--Section 813. Certain Conditions of the Offer")," which sets forth in full the conditions of the Offer. The Purchaser reserves the right (but shall not be obligated), in its sole discretion and for any reason, or for no reason, to waive any or all of such conditionsconditions or to terminate the offer at any time. If, on or prior to the Expiration Date, If any or all of such conditions have not been satisfied or waivedwaived by the Expiration Date, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, (ii) terminate the Offer and return all tendered Units to tendering UnitholdersUnit Holders, (iiiii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iiiiv) extend the Offer and, subject to the right of Unitholders Unit Holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (ivv) to otherwise amend the Offer. The rights reserved by Offer to Purchase and the Purchaser in this paragraph related Agreement of Transfer and Sale are in addition to being mailed at the Purchaser's right expense to terminate the Offer at any time prior to the acceptance Unit Holders or beneficial owners of tendered Units for payment. This Offer and the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs"IRA) and qualified plans) beneficial owners of Units as of June 11, 1999). SECTION 2.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11July 30, 19992010, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 11September 10, 19992008, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term “Expiration Date is midnight New York City Date” shall mean 11:59 p.m., Pacific Time, on June 1117, 19992008, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date Date” shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Notwithstanding the Purchaser in this paragraph foregoing, upon the expiration of the Offer, if all conditions are in addition to either satisfied or waived, the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for payment. This Offer distributions and correspondence on the Units, and the Agreement of Assignment and Transfer and other relevant materials are being mailed by Purchasers do not intend to imply that the Purchaser (which is an affiliate foregoing rights of the General Partners) Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of June 11, 1999your rights under the federal securities laws or any rule or regulation thereunder.

Terms of the Offer. Purchaser is offering to purchase all of the outstanding Shares at the Offer Price, net to the seller in cash, without interest thereon and subject to any required tax withholding. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), we will accept for payment and, as promptly as practicable after the Expiration Date, pay for all Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) validly tendered prior to one minute past 11:59 p.m., Eastern Time, on the Expiration Date and not validly withdrawn as described in Section 4 — "Withdrawal Rights." The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and the other conditions described in Section 15 — "Conditions of the Offer." The Merger Agreement provides that, subject to the parties' respective termination rights in the Merger Agreement, Purchaser: (i) shall extend the Offer from time to time: (A) for any period required by any law or any interpretation or position of the SEC applicable to the Offer; (B) for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act will have expired or been terminated; and (C) at the request of TubeMogul, if, as of the scheduled Expiration Date, any of the conditions to Purchaser's obligation to accept for payment and pay for all Units Shares validly tendered on (and not withdrawn) pursuant to the Offer set forth in Exhibit B to the Merger Agreement (collectively, the "Offer Conditions") is not satisfied and has not been waived by Adobe or Purchaser, for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) to permit such Offer Condition to be satisfied; and (ii) may extend the Offer from time to time, in its discretion (and without the consent of TubeMogul or any other person), if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Adobe or Purchaser, for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser be required or permitted (without the prior written consent of TubeMogul) to extend the Offer to a date later than the Outside Date. The "Outside Date" means May 8, 2017, as summarized below in Section 11 — "The Merger Agreement; Other Agreements — Termination of the Merger Agreement." The Merger Agreement provides that, without the prior written consent of TubeMogul, neither Adobe nor Purchaser shall (A) reduce the Offer Price, (B) change or waive the Minimum Condition, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights". The Expiration Date is midnight New York City Timea manner other than as required or permitted by the Merger Agreement, on June 11, 1999, unless and until (E) change the Purchaser, form of consideration payable in its sole discretion, shall have extended the period of time for which the Offer is open, in which event the Expiration Date shall be the latest time and date on which the Offer, as so extended by (F) decrease the Purchasermaximum number of Shares sought to be purchased in the Offer, shall expire. The Offer is conditioned on satisfaction of certain conditions or (see "The Offer--Section 8. Conditions G) otherwise amend or modify any of the Offer"). The Purchaser reserves Offer Conditions or the right (but shall not be obligated), other terms of the Offer in a manner that adversely affects any holder of Shares in its sole discretion and capacity as such. If we extend the Offer, are delayed in our acceptance for payment of or payment for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to waive any or all of our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such conditions. If, on or prior Shares may not be withdrawn except to the Expiration Dateextent that tendering stockholders are entitled to withdrawal rights as described in Section 4 — "Withdrawal Rights." However, any our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or all return the securities deposited by or on behalf of such conditions have not been satisfied stockholders promptly after the termination or waived, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any withdrawal of the Units tendered, terminate Offer. Subject to the Offer terms of the Merger Agreement and return all tendered Units to tendering Unitholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the CommissionSEC and other applicable laws and regulations, purchase all Units validly tenderedwe expressly reserve the right to waive any Offer Condition at any time and from time to time, (iii) to increase the Offer Price and to make any other changes in the terms and conditions of the Offer. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer andOffer, subject in each case, if and to the right extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of Unitholders the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC'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 withdraw Units until holders of Shares, and with respect to a change in price or a change in the percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to holders of Shares and investor response. If, on or before the Expiration Date, retain we increase the Units that have been consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all holders whose Shares are purchased in the Offer, whether or not such Shares were tendered during before the period or periods announcement of the increase in consideration. The obligation of Purchaser to accept for which payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is extended subject to the satisfaction of the Offer Conditions. Notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (ivsubject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may terminate or amend the Offer. The rights reserved by the Purchaser , in this paragraph are in addition accordance with and subject to the Purchaser's right to terms of the Merger Agreement, if any of the Offer Conditions has not been satisfied at one minute past 11:59 p.m., Eastern Time, on the scheduled Expiration Date of the Offer. Under certain circumstances described in the Merger Agreement, we may terminate the Merger Agreement. TubeMogul has provided us with its stockholder list and security position listings for the purpose of disseminating the Offer at any time prior to the acceptance holders of tendered Units for paymentShares. This Offer to Purchase and the Agreement related Letter of Assignment Transmittal, as well as the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on the stockholder list and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) will be furnished for subsequent transmittal to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units Shares to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as of June 11, 1999participants in a clearing agency's security position listing.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 12:00 midnight, Pacific Standard Time, on June 1130, 19991998, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering Unitholders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The rights reserved by Purchasers do not anticipate and has no reason to believe that any condition or event will occur that would prevent the Purchaser in this paragraph are in addition to the Purchaser's right to terminate the Offer at any time prior to the acceptance of Purchasers from purchasing tendered Units for payment. This Offer and the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Units as of June 11, 1999offered herein.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will accept for payment and pay for all Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with "The Offer-- Section 4. Withdrawal Rights"4 of this Offer to Purchase. The term "Expiration Date is midnight New York City Date" shall mean 12:00 midnight, Pacific Standard Time, on June 11May 27, 19992005, unless and until the Purchaser, in its sole discretion, Purchasers shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date Date" shall be mean the latest time and date on which the Offer, as so extended by the PurchaserPurchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions (see "The Offer--Section 8. Conditions of the Offer"). The Purchaser reserves Purchasers reserve the right (but shall not be obligated), in its their sole discretion and for any reason, to waive any or all of such conditions. If, on or prior to by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchaser reserves Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering UnitholdersUnit holders, (ii) waive all the unsatisfied conditions and, subject to complying with the applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unitholders Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. The Notwithstanding the foregoing, upon the expiration of the Offer, if all conditions are either satisfied or waived, the Purchasers will promptly pay for all validly tendered Units, and the Purchasers do not intend to imply that the foregoing rights reserved by of the Purchaser in this paragraph are in addition Purchasers would permit the Purchasers to the Purchaser's right to terminate the Offer at any time prior to the acceptance of delay payment for validly tendered Units for paymentfollowing expiration. This Offer The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the Agreement of Assignment and Transfer and other relevant materials are being mailed by the Purchaser (which is an affiliate of the General Partners) to the persons shown by the Partnership's records to have been limited partners, assignees thereof, or (in the case of Units owned of record by Individual Retirement Accounts ("IRAs") and qualified plans) beneficial owners of Purchasers from purchasing tendered Units as of June 11, 1999offered herein.