Common use of Withdrawal Rights Clause in Contracts

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 12, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 1828, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 26, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the Managing General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 12, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the Managing General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18November 27, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 16, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 14, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18December 28, 19981997. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units made pursuant to the Offer are irrevocable, except that as otherwise provided in this Section 4. Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment by Purchaser as provided in this Offer to Purchase, may also be withdrawn at any time after September 18May 3, 19981999. If Purchaser extends the Offer, is delayed in its purchase of or payment for Units, or is unable to purchase or pay for Units for any reason then, without prejudice to the rights of Purchaser, tendered Units may be retained by the Depositary on behalf of Purchaser and may not be withdrawn, except to the extent that tendering Holders are entitled to withdrawal rights as set forth in this Section 4. The reservation by Purchaser of the right to delay the acceptance or purchase of or payment for Units is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Units deposited by or on behalf of Holders promptly after the termination or withdrawal of the Offer. For a withdrawal to be effective, a written written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of or this Offer to Purchase. Any such notice of withdrawal must specify the name of the person persons who tendered the Units to be withdrawn, the number of Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes name of the Offer. Withdrawn Units may be re-tenderedregistered Holder, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate different from that of the General Partner) is unable to pay for Units for any reason, then, without prejudice to person who tendered the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the OfferUnits. All questions as to the form and validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole reasonable discretion, which whose determination shall will be final and bindingbinding on all parties. No withdrawal of Units will be deemed to have been made properly until all defects and irregularities have been cured or waived. None of the Purchaser, the Information AgentDepositary, the Depositary Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure failing to give any such notification. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 above.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 26, 19981997. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18February 16, 19982013. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 40 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998Date. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Depository (i.e. a valid notice of withdrawal must be received on or before June 11, 1999, or such other date to which this Offer may be extended) at its the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer and must also contain a medallion signature guarantee. If purchase of, or payment for, Units is delayed for any reason, or if the Purchaser is unable to purchase or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Purchaser and may not be withdrawn except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides, in part, that no person who makes a tender offer shall fail to pay the consideration offered or return the securities (i.e. Units) deposited by or on behalf of Partnership Interest in security holders promptly after the same manner termination or withdrawal of a tender offer. All questions as to the Assignment of Partnership Interest was signed form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchaser, in its sole discretion, which determination shall be final and binding. Neither the Purchaser nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in "The Offer--Section 3 2. Procedures for Tendering Units" at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 1811, 19982013. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 10 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18February 16, 19982013. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 170 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date andDate. Thereafter, such tenders are irrevocable, except that they may be withdrawn after ___________, 1999, unless already theretofore accepted for payment as provided in this Offer to Purchase. If the Offeror extends the period of time during which the Offer is open, is delayed in accepting for payment or paying for Units or is unable to accept for payment or pay for Units pursuant to the Offer for any reason, then, without prejudice to the Offeror's rights under the Offer, the Offeror may also retain all Units tendered, and such Units may not be withdrawn at any time except as otherwise provided in this Section 6, subject to Rule 14e-1(c) under the Exchange Act, which provides that the person making the tender offer shall either pay the consideration offered, or return the tendered securities promptly after September 18, 1998the termination or withdrawal of the tender offer. For withdrawal to To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on in the back cover Letter of this Offer to Purchase. Any such notice of withdrawal Transmittal and must specify the name of the person who tendered the Units to be withdrawn and must the number of Units to be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution)withdrawn. Withdrawals may not be rescinded, and Units properly withdrawn will thereafter be deemed not to be validly tendered for purposes of the Offer. Withdrawn However, withdrawn Units may be re-tendered, however, retendered by again following the procedures described in Section 3 5 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the form and validity and form (including time of receipt) of notices any notice of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Offeror, in its sole discretion, which determination shall be final and binding. None Neither of the PurchaserOfferor, the Information AgentPartnership, the Depositary or nor any other person will be under any duty to give notification of any defects defect or irregularities irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Class B Units pursuant to the Offer are irrevocable, except that Class B Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 20, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Class B Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Class B Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Class B Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Class B Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Class B Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Class B Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Class B Units tendered or return those Class B Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18July 5, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Letter of Transmittal (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 20,986 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice that such automatic withdrawal will occur. Unitholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Letter of withdrawal or incur any liability for failure to give any such notificationTransmittal with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18July 30, 19982011. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 5,000,000 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 12, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 1828, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 151,880 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, tenders of Units made pursuant to the Offer are irrevocable, except that . Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchaseherein, also may also be withdrawn at any time after September 18January 17, 19981997. For If, for any reason whatsoever, acceptance for payment of any Units tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, but subject to compliance with Rule 14e-1(c) under the Exchange Act, tendered Units may be retained by the Depositary on behalf of the Purchaser and such Units may not be withdrawn except to the extent tendering Unitholders are entitled to and duly exercise withdrawal rights as described in this Section 4. In order for a withdrawal to be effective, a written written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its address addresses or numbers set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn withdrawn, the number of Units to be withdrawn, and must the name of the registered holder of the Units to be signed by withdrawn, if different from that of the person(s) who signed the Assignment tendering Unitholder. Withdrawals of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units may not be rescinded and any Units properly withdrawn withdrawn, thereafter, will be deemed not to be validly tendered for purposes of the Offer. Withdrawn However, withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 tendered at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate Date by following one of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth procedures described in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer3. All questions as to the form and validity and form (including time the timeliness of receipt) of notices any notice of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which whose determination shall will be final and binding. None of Neither the Purchaser, the Information AgentHost Marriott, any of their affiliates or assigns, if any, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure failing to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18June 26, 19982005. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Purchasers at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and and, if tendered by letter of Transmittal, must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this the Offer to Purchase, may also be withdrawn at any time after September 18May 11, 1998. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered tendered, the number of Units to be withdrawn and the name in which the Units are registered, if different from the person who tendered. In addition, the notice of withdrawal must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including medallion signature guarantees by an Eligible Institutionguaranties). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tenderedIf purchase of, howeveror payment for, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to purchase or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn withdrawn, except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 ("Procedure for Tendering Units") at any time prior to the Expiration Date. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and bindingbinding on all parties. None of Neither the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18July 2, 19981999. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary Purchaser and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Class B Units pursuant to the Offer are irrevocable, except that Class B Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18November 22, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Class B Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Class B Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Class B Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Class B Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Class B Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Class B Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Class B Units tendered or return those Class B Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September November 18, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Letter of Transmittal (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 1,400,000 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice that such automatic withdrawal will occur. Unitholders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Letter of withdrawal or incur any liability for failure to give any such notificationTransmittal with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Class A Units pursuant to the Offer are irrevocable, except that Class A Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18November 22, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Class A Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Class A Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Class A Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Class A Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Class A Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Class A Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Class A Units tendered or return those Class A Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18November 17, 1998. For 2015.For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 25, 19981999. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary Purchaser and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18July 30, 19982007. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 181, 19982013. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If payment for Units is delayed for at any reason or if time during the day of the Expiration Date more than 25 Shares have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Shares to be purchased, the General Partner) is unable Purchaser will deem all Shares from Shareholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Shareholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Units made pursuant to the Offer are irrevocable, except that as otherwise provided in this Section 4. Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment by Purchaser as provided in this Offer to Purchase, may also be withdrawn at any time after September 18October 14, 19981997. If Purchaser extends the Offer, is delayed in its purchase of or payment for Units, or is unable to purchase or pay for Units for any reason then, without prejudice to the rights of Purchaser, tendered Units may be retained by the Depositary on behalf of Purchaser and may not be withdrawn, except to the extent that tendering Holders are entitled to withdrawal rights as set forth in this Section 4. The reservation by Purchaser of the right to delay the acceptance or purchase of or payment for Units is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Units deposited by or on behalf of Holders promptly after the termination or withdrawal of the Offer. For a withdrawal to be effective, a written written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at its it address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person persons who tendered the Units to be withdrawn, the number of Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes name of the Offer. Withdrawn Units may be re-tenderedregistered Holder, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate different from that of the General Partner) is unable to pay for Units for any reason, then, without prejudice to person who tendered the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the OfferUnits. All questions as to the form and validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which whose determination shall will be final and bindingbinding on all parties. No withdrawal of Units will be deemed to have been made properly until all defects and irregularities have been cured or waived. None of the Purchaser, the Information AgentDepositary, the Depositary Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure failing to give any such notification. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 above.

Withdrawal Rights. Tenders of Class A Units pursuant to the Offer are irrevocable, except that Class A Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 20, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Class A Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Class A Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Class A Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Class A Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Class A Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Class A Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Class A Units tendered or return those Class A Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18February 28, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, tenders of Units made pursuant to the Offer are irrevocable, except that . Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already previously accepted for payment as provided in this Offer to Purchaseherein, may also be withdrawn at any time after September 18March 28, 19981999 (or such later date as may apply in case the Offer is extended). For If, for any reason whatsoever, acceptance for payment of any Units tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Units tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Purchaser may retain tendered Units and such Units may not be withdrawn, except to the extent that the tendering Unit Holder is entitled to and duly exercises withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. In order for a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover last page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by withdrawn, with the person(s) who signed the Assignment signature of Partnership Interest such person Medallion guaranteed in the same manner as the Assignment signature in the Agreement of Partnership Interest was signed Transfer and Sale, the number of Units to be withdrawn, and (including signature guarantees by an Eligible Institution)if the Agreement of Transfer and Sale has been delivered) the name of the Unit Holder as set forth in the Agreement of Transfer and Sale. Withdrawals of Units may not be rescinded. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units , but may be re-tendered, however, retendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer3. All questions as to the form and validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which whose determination shall will be final and binding. None Neither the Purchaser nor any of the Purchaserits affiliates or assigns, the Information Agentif any, the Depositary or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.. 7

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units You may withdraw tendered pursuant to the Offer may be withdrawn units at any time prior to the Expiration Date andexpiration date or on or after December 10, unless already 1999, if the units have not been previously accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18, 1998payment. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent at one of its address addresses set forth on the back cover of this Offer the offer to Purchasepurchase. Any such notice of withdrawal must specify the name of the person who tendered tendered, the Units number of units to be withdrawn and the name of the registered holder of such units, if different from the person who tendered. In addition, the notice of withdrawal must be signed by the person(s) person who signed the Assignment letter of Partnership Interest transmittal in the same manner as the Assignment letter of Partnership Interest transmittal was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Datesigned. If purchase of, or payment for Units for, a unit is delayed for any reason reason, or if the Purchaser (which is an affiliate of the General Partner) is we are unable to purchase or pay for Units a unit for any reason, then, without prejudice to the Purchaser's our rights under the Offeroffer, tendered Units units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4Information Agent; subject, however, to the Purchaser's our obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price offer price in respect of Units units tendered or return those Units units promptly after termination or withdrawal of our offer. Any units properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of our offer. However, withdrawn units may be re-tendered at any time prior to the Offer. expiration date by following the procedures described in "The Offer -- Section 3." All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), us in its sole our reasonable discretion, which determination shall be final and bindingbinding on all parties. None of the PurchaserNeither we, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 8, 19981999. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary Purchaser and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18August 22, 19982010. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification.Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18November 17, 19982015. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless already accepted for payment as provided in this Offer by the Purchaser pursuant to Purchasethe Offer, may also be withdrawn at any time after September 18January 20, 19981997. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary Information Agent/Depositary, at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Limited Partnership Interest Units in the same manner as the Assignment of Limited Partnership Interest Units was signed (including signature guarantees by an Eligible Institution)signed. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If purchase of, or payment for for, Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to purchase or pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Information Agent/Depositary and may not be withdrawn withdrawn, except to the extent that tendering Limited Partners Unitholders are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c14e-l(c) under the Exchange Act, to pay Limited Partners Unitholders the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. None of Neither the Purchaser, the Information Agent, the /Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18July 8, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 22, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the Managing General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18June 26, 19982011. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 333,333 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders of Units pursuant to the Offer are irrevocable, except that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time after September 18June 12, 1998. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest in the same manner as the Assignment of Partnership Interest was signed (including signature guarantees by an Eligible Institution). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. If payment for Units is delayed for any reason or if the Purchaser (which is an affiliate of the Managing General Partner) is unable to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units tendered or return those Units promptly after termination or withdrawal of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant units to the Offer us are irrevocable, except provided that Units units tendered pursuant to the Offer us may be withdrawn at any time prior to the Expiration Date expiration date and, unless already accepted for payment as provided in this Offer offer to Purchasepurchase, may also be withdrawn at any time after September 18, 1998sixty days from the date of this offer to purchase. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary us at its our address set forth on the back cover of this Offer offer to Purchasepurchase. Any such notice of withdrawal must specify the name of the person who tendered the Units units to be withdrawn and must be signed by the person(s) who signed the Assignment letter of Partnership Interest transmittal in the same manner as the Assignment letter of Partnership Interest transmittal was signed (including signature guarantees by an Eligible Institution, if applicable). Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offerour offer. Withdrawn Units units may be re-tendered, however, by following the procedures described in Section 3 above at any time prior to the Expiration Dateexpiration date. If purchase of, or payment for Units for, units is delayed for any reason or if the Purchaser (which is an affiliate of the General Partner) is we are unable to pay for Units units for any reason, then, without prejudice to the Purchaser's our rights under the Offerour offer, tendered Units units may be retained by the Depositary us and may not be withdrawn except to the extent that tendering Limited Partners you are entitled to withdrawal rights as set forth in this Section 4; subjectprovided, however, to the Purchaser's obligationthat we are required, pursuant to Rule 14e-1(c) under the Exchange Act, Act to pay Limited Partners you the Purchase Price purchase price in respect of Units units tendered or return those Units units promptly after termination or withdrawal of the Offerour offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser (which is an affiliate of the General Partner)us, in its our sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or Neither we nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September November 18, 19982008. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover attached Letter of this Offer to PurchaseTransmittal. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment Letter of Partnership Interest Transmittal in the same manner as the Assignment Letter of Partnership Interest Transmittal was signed signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unit holders may indicate, by checking a box on the Letter of Transmittal (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 1,400,000 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unit holders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice that such automatic withdrawal will occur. Unit holders may change their election whether or not to check the All or None Box at any time on or prior to the Expiration Date by submitting a new Letter of withdrawal or incur any liability for failure to give any such notificationTransmittal with their preferred election, in the manner described in Section 3 herein.

Withdrawal Rights. Tenders Except as otherwise provided in this Section 4, all tenders of Units pursuant to the Offer are irrevocable, except provided that Units tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless already theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after September 18June 26, 19982011. For withdrawal to be effective, effective a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its the address or the facsimile number set forth on in the back cover of this Offer to Purchaseattached Assignment Form. Any such notice of withdrawal must specify the name of the person who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Assignment of Partnership Interest Form in the same manner as the Assignment Form was signed. If purchase of, or payment for, Units is delayed for any reason or if the Purchasers are unable to purchase or pay for Units for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Units may be retained by the Depositary on behalf of Partnership Interest was signed the Purchasers and may not be withdrawn except to the extent that tendering Unit holders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including signature guarantees time of receipt) of notices of withdrawal will be determined by an Eligible Institution)the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Units properly withdrawn will be deemed not to be validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Unitholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that they only wish to sell their Units if they will be able to sell all of their Units, without any proration. If payment for at any time during the day of the Expiration Date more than 444,444 Units is delayed for any reason or if have been properly tendered, unless the Purchaser (which is an affiliate amends the Offer to increase the number of Units to be purchased, the General Partner) is unable Purchaser will deem all Units from Unitholders that checked the All or None Box to pay for Units for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not be withdrawn except to the extent that tendering Limited Partners are entitled to withdrawal rights as set forth in this Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in respect of Units and not validly tendered or return those Units promptly after termination or withdrawal for purposes of the Offer. All questions as to the validity and form (including time of receipt) of notices of withdrawal will be determined by Neither the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. None of the Purchaser, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in any notice of that such automatic withdrawal will occur. Unitholders may change their election whether or incur not to check the All or None Box at any liability for failure time on or prior to give any such notificationthe Expiration Date by submitting a new Assignment Form with their preferred election, in the manner described in Section 3 herein.