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ASSUMPTION AGREEMENT (this "Agreement"), dated as of October
30, 1996, between Liquidity Financial Group, L.P., a California limited
partnership ("LFG"), and Acorn Hill Partners L.L.C., a Delaware limited
liability company (the "LLC").
W I T N E S S E T H:
WHEREAS, LFG and Aetna Real Estate Associates, L.P., a
Delaware limited partnership (the "Partnership"), entered into a Letter
Agreement, dated as of August 14, 1996 and amended as of October 8, 1996 (the
"Letter Agreement"), pursuant to which LFG and its Affiliates (as defined
therein) agreed to certain restrictions in exchange for a current list (the
"List") of the names and addresses of the holders of the Partnership's Limited
Partnership Depositary Units (the "Units"); and
WHEREAS, the LLC (i) has retained or will retain Liquidity
Financial Advisors, Inc., an affiliate of LFG, as its financial advisor and
(ii) desires to use the List for purposes consistent with the terms of the
Letter Agreement.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the LLC agrees as follows:
1. The LLC hereby agrees to become bound by the Letter
Agreement to the extent LFG is so bound, as if the LLC had executed the Letter
Agreement as of August 14, 1996 and amended as of October 8, 1996; provided,
however, the LLC shall only have liability with respect to its actions or
inactions under the Letter Agreement and shall not be liable for any breach of
any representation, warranty or covenant by LFG or any other party to the
Letter Agreement.
2. Nothing contained herein shall require the LLC to
pay, perform or discharge any liabilities or obligations expressly assumed
hereunder so long as the LLC shall in good faith contest or cause to be
contested the amount or validity thereof.
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IN WITNESS WHEREOF, LFG and the LLC have caused this Agreement
to be duly executed as of the date first written above.
ACORN HILL PARTNERS L.L.C.,
By: AP-GP Prom Partners, Inc.,
its managing member
By: /s/ W. Xxxxxx Xxxxxxx
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Name: W. Xxxxxx Xxxxxxx
Title: President
LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation,
its general partner
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: President
