Common use of Valid Tender Clause in Contracts

Valid Tender. To validly tender Units, a properly completed and duly executed Assignment of Partnership Interest (or facsimile thereof) and any other documents required by the Assignment of Partnership Interest must be received by the Depositary at its address set forth on the back cover of the Offer to Purchase, on or prior to the Expiration Date. Subject to the Minimum Units Requirements, a Limited Partner may tender any or all of the Units owned by that Limited Partner. No alternative, conditional or contingent tenders will be accepted. Signature Requirements. The signature(s) on the Assignment of Partnership Interest must be medallion guaranteed by a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States, a brokerage firm that is a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., as provided in the Assignment of Partnership Interest. See Instructions to the Assignment of Partnership Interest. In order for a tendering Limited Partner to participate in the Offer, his Units must be validly tendered and not withdrawn on or prior to the Expiration Date. THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Appointment As Proxy. By executing an Assignment of Partnership Interest, a tendering Limited Partner appoints the Purchaser, its general partner and any designees of the Purchaser as the Limited Partner's true and lawful agents and attorneys-in-fact and proxies, in the manner set forth in the Assignment of Partnership Interest, each with full power of substitution, to the full extent of the Limited Partners's rights with respect to the Units tendered by the Limited Partner and accepted for payment by the Purchaser. The Purchaser, its general partner and the designees of the Purchaser will, as to those Units, be empowered to exercise all voting and other rights with respect to such Units, including, without limitation, to assign such power of proxy and/or power-of- attorney to any person without assigning the related Units with respect to which the such proxy and power-of-attorney was granted, to deliver such Units and transfer ownership of such Units on the Partnership books maintained by the general partners of the Partnership, to become a substituted limited partner and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units and as a limited partner of the Partnership, all in accordance with the terms of the Offer. Each such power of attorney and proxy shall be considered coupled with an interest in the tendered Units. Such appointment is subject to and effective upon acceptance for payment of the Units tendered by the Limited Partner. Upon such acceptance for payment, all prior proxies given by the Limited Partner with respect to the Units will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective). The Purchaser reserves the right to require that, in order for Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of the Units, the Purchaser must be able to exercise full voting rights with respect to the Units, including voting at any meeting of Limited Partners then scheduled or acting by written consent without a meeting. By executing the Assignment of Partnership Interest, a tendering holder of Units agrees to execute all such documents and take such other actions as shall be reasonably required to enable the Units tendered to be voted in accordance with the directions of the Purchaser.

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

Valid Tender. To For BACs to be validly tender Unitstendered pursuant to the Offer, a Letter of Transmittal or facsimile thereof properly completed and duly executed Assignment executed, together with any other documents required by the Letter of Partnership Interest (Transmittal, must be received by the Information Agent/Depositary at its address or facsimile thereof) number on the back cover page of the Offer to Purchase on or prior to the Expiration Date. If tendering by facsimile, a BACs holder should subsequently send original copies of the Letter of Transmittal and any other documents required by the Assignment Letter of Partnership Interest must be received by Transmittal to the Information Agent/Depositary at its address set forth on the back cover of the Offer to Purchase. In order to comply with certain restrictions set forth in the Partnership Agreement, on or prior to the Expiration Date. Subject to the Minimum Units Requirements, a Limited Partner may tender any or tenders of less than all of the Units BACs owned by a BACs holder that Limited Partner. No alternative, conditional or contingent tenders would result in a BACs holder holding less than 5 BACs will not be accepted. Signature Requirements. The signature(s) on the Assignment of Partnership Interest must be medallion guaranteed by a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States, a brokerage firm that is a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., as provided in the Assignment of Partnership Interest. See Instructions to the Assignment Letter of Partnership InterestTransmittal. In order for a tendering Limited Partner BACs holder to participate in the Offer, his Units BACs must be validly tendered and not withdrawn on or prior to the Expiration Date, which is 12:00 midnight, New York City time, on September 25, 1997, unless extended. THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARYThe method of delivery of the Letter of Transmittal and all other required documents is at the option and risk of the tendering BACs holder and delivery will be deemed made only when actually received by the Information Agent/Depositary. IN ALL CASESIf delivery is by mail, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERYregistered mail with return receipt requested is recommended. Appointment As ProxyIn all cases, sufficient time should be allowed to ensure timely delivery. By executing an Assignment Backup Federal Income Tax Withholding. To prevent the possible application of Partnership Interestbackup federal income tax withholding with respect to payment of the Purchase Price pursuant to the Offer, a tendering Limited Partner appoints BACs holder must execute the PurchaserLetter of Transmittal, its general partner and any designees thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the Purchaser as sum of the Limited Partner's true and lawful agents and attorneys-in-fact and proxies, in Purchase Price plus the manner set forth in the Assignment amount of Partnership Interestliabilities allocable to each BAC purchased, each with full power BACs holder must execute the Letter of substitutionTransmittal, to thereby certifying such BACs holder's taxpayer identification number and address and that the full extent of the Limited Partners's rights with respect to the Units tendered by the Limited Partner and accepted for payment by the Purchaser. The Purchaser, its general partner and the designees of the Purchaser will, as to those Units, be empowered to exercise all voting and other rights with respect to such Units, including, without limitation, to assign such power of proxy and/or power-of- attorney to any person without assigning the related Units with respect to which the such proxy and power-of-attorney was granted, to deliver such Units and transfer ownership of such Units on the Partnership books maintained by the general partners of the Partnership, to become BACs holder is not a substituted limited partner and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units and as a limited partner of the Partnership, all in accordance with the terms of the Offer. Each such power of attorney and proxy shall be considered coupled with an interest in the tendered Units. Such appointment is subject to and effective upon acceptance for payment of the Units tendered by the Limited Partner. Upon such acceptance for payment, all prior proxies given by the Limited Partner with respect to the Units will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective). The Purchaser reserves the right to require that, in order for Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of the Units, the Purchaser must be able to exercise full voting rights with respect to the Units, including voting at any meeting of Limited Partners then scheduled or acting by written consent without a meeting. By executing the Assignment of Partnership Interest, a tendering holder of Units agrees to execute all such documents and take such other actions as shall be reasonably required to enable the Units tendered to be voted in accordance with the directions of the Purchaserforeign person.

Valid Tender. To For BACs to be validly tender Unitstendered pursuant to the Offer, a Letter of Transmittal or facsimile thereof properly completed and duly executed Assignment executed, together with any other documents required by the Letter of Partnership Interest (Transmittal, must be received by the Purchaser at its address or facsimile thereof) number on the back cover page of the Offer to Purchase on or prior to the Expiration Date. If tendering by facsimile, a BACs holder should subsequently send original copies of the Letter of Transmittal and any other documents required by the Assignment Letter of Partnership Interest must be received by Transmittal to the Depositary Purchaser at its address set forth on the back cover of the Offer to Purchase. In order to comply with certain restrictions set forth in the Partnership Agreement, on or prior to the Expiration Date. Subject to the Minimum Units Requirements, a Limited Partner may tender any or tenders of less than all of the Units BACs owned by a BACs holder that Limited Partner. No alternative, conditional or contingent tenders would result in a BACs holder holding less than 5 BACs will not be accepted. Signature Requirements. The signature(s) on the Assignment of Partnership Interest must be medallion guaranteed by a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States, a brokerage firm that is a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., as provided in the Assignment of Partnership Interest. See Instructions to the Assignment Letter of Partnership InterestTransmittal. In order for a tendering Limited Partner BACs holder to participate in the Offer, his Units BACs must be validly tendered and not withdrawn on or prior to the Expiration Date, which is 12:00 midnight, New York City time, on November 13, 1998, unless extended. THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Appointment As Proxy. By executing an Assignment The method of Partnership Interest, a tendering Limited Partner appoints the Purchaser, its general partner and any designees delivery of the Purchaser as Letter of Transmittal and all other required documents is at the Limited Partner's true option and lawful agents and attorneys-in-fact and proxies, in the manner set forth in the Assignment of Partnership Interest, each with full power of substitution, to the full extent risk of the Limited Partners's rights with respect to the Units tendered by the Limited Partner tendering BACs holder and accepted for payment delivery will be deemed made only when actually received by the Purchaser. The PurchaserIf delivery is by mail, its general partner and registered mail with return receipt requested is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Backup Federal Income Tax Withholding. To prevent the designees possible application of the Purchaser will, as to those Units, be empowered to exercise all voting and other rights backup federal income tax withholding with respect to such Units, including, without limitation, to assign such power of proxy and/or power-of- attorney to any person without assigning the related Units with respect to which the such proxy and power-of-attorney was granted, to deliver such Units and transfer ownership of such Units on the Partnership books maintained by the general partners of the Partnership, to become a substituted limited partner and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units and as a limited partner of the Partnership, all in accordance with the terms of the Offer. Each such power of attorney and proxy shall be considered coupled with an interest in the tendered Units. Such appointment is subject to and effective upon acceptance for payment of the Units tendered by the Limited Partner. Upon such acceptance for payment, all prior proxies given by the Limited Partner with respect Purchase Price pursuant to the Units will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective). The Purchaser reserves the right to require that, in order for Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of the Units, the Purchaser must be able to exercise full voting rights with respect to the Units, including voting at any meeting of Limited Partners then scheduled or acting by written consent without a meeting. By executing the Assignment of Partnership InterestOffer, a tendering BACs holder must execute the Letter of Units agrees Transmittal, thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to execute all such documents and take such other actions as shall be reasonably required to enable the Units tendered to be voted in accordance with the directions 10% of the Purchasersum of the Purchase Price plus the amount of Partnership liabilities allocable to each BAC purchased, each BACs holder must execute the Letter of Transmittal, thereby certifying such BACs holder's taxpayer identification number and address and that the BACs holder is not a foreign person.

Valid Tender. To For BACs to be validly tender Unitstendered pursuant to the Offer, a Letter of Transmittal or facsimile thereof properly completed and duly executed Assignment executed, together with any other documents required by the Letter of Partnership Interest (Transmittal, must be received by the Information Agent/Depositary at its address or facsimile thereof) number on the back cover page of the Offer to Purchase on or prior to the Expiration Date. If tendering by facsimile, a BACs holder should subsequently send original copies of the Letter of Transmittal and any other documents required by the Assignment Letter of Partnership Interest must be received by Transmittal to the Information Agent/Depositary at its address set forth on the back cover of the Offer to Purchase. In order to comply with certain restrictions set forth in the Partnership Agreement, on or prior to the Expiration Date. Subject to the Minimum Units Requirements, a Limited Partner may tender any or tenders of less than all of the Units BACs owned by a BACs holder that Limited Partner. No alternative, conditional or contingent tenders would result in a BACs holder holding less than 5 BACs will not be accepted. Signature Requirements. The signature(s) on the Assignment of Partnership Interest must be medallion guaranteed by a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States, a brokerage firm that is a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., as provided in the Assignment of Partnership Interest. See Instructions to the Assignment Letter of Partnership InterestTransmittal. In order for a tendering Limited Partner BACs holder to participate in the Offer, his Units BACs must be validly tendered and not withdrawn on or prior to the Expiration Date, which is 12:00 midnight, New York City time, on December 10, 1997, unless extended. THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARYThe method of delivery of the Letter of Transmittal and all other required documents is at the option and risk of the tendering BACs holder and delivery will be deemed made only when actually received by the Information Agent/Depositary. IN ALL CASESIf delivery is by mail, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERYregistered mail with return receipt requested is recommended. Appointment As ProxyIn all cases, sufficient time should be allowed to ensure timely delivery. By executing an Assignment Backup Federal Income Tax Withholding. To prevent the possible application of Partnership Interestbackup federal income tax withholding with respect to payment of the Purchase Price pursuant to the Offer, a tendering Limited Partner appoints BACs holder must execute the PurchaserLetter of Transmittal, its general partner and any designees thereby certifying such BACs holder's correct taxpayer identification number or social security number. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the Purchaser as sum of the Limited Partner's true and lawful agents and attorneys-in-fact and proxies, in Purchase Price plus the manner set forth in the Assignment amount of Partnership Interestliabilities allocable to each BAC purchased, each with full power BACs holder must execute the Letter of substitutionTransmittal, to thereby certifying such BACs holder's taxpayer identification number and address and that the full extent of the Limited Partners's rights with respect to the Units tendered by the Limited Partner and accepted for payment by the Purchaser. The Purchaser, its general partner and the designees of the Purchaser will, as to those Units, be empowered to exercise all voting and other rights with respect to such Units, including, without limitation, to assign such power of proxy and/or power-of- attorney to any person without assigning the related Units with respect to which the such proxy and power-of-attorney was granted, to deliver such Units and transfer ownership of such Units on the Partnership books maintained by the general partners of the Partnership, to become BACs holder is not a substituted limited partner and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units and as a limited partner of the Partnership, all in accordance with the terms of the Offer. Each such power of attorney and proxy shall be considered coupled with an interest in the tendered Units. Such appointment is subject to and effective upon acceptance for payment of the Units tendered by the Limited Partner. Upon such acceptance for payment, all prior proxies given by the Limited Partner with respect to the Units will, without further action, be revoked, and no subsequent proxies may be given (and if given will not be effective). The Purchaser reserves the right to require that, in order for Units to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of the Units, the Purchaser must be able to exercise full voting rights with respect to the Units, including voting at any meeting of Limited Partners then scheduled or acting by written consent without a meeting. By executing the Assignment of Partnership Interest, a tendering holder of Units agrees to execute all such documents and take such other actions as shall be reasonably required to enable the Units tendered to be voted in accordance with the directions of the Purchaserforeign person.