CARLYLE REAL ESTATE LIMITED PARTNERSHIP XV
ACKNOWLEDGEMENT
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This Acknowledgement is made and executed as of the 31st day of
December, 1995 by ABPP Associates, L.P., a limited partnership organized
under the laws of the State of Illinois ("ABPP"), and JMB Realty
Corporation, a Delaware corporation ("JMBRC").
WHEREAS, ABPP has acquired all of the partnership interests in
Realty Associates-XV, L.P., an Illinois limited partnership ("Realty-XV"),
which has served as the Associate General Partner of Carlyle Real Estate
Limited Partnership-XV, an Illinois limited partnership (the
"Partnership"), and ABPP has elected to continue the business of Realty-XV
and has agreed to continue as the Associate General Partner of the
Partnership; and
WHEREAS, JMBRC has agreed to continue as the Corporate General
Partner of the Partnership.
NOW, THEREFORE, the parties hereby agree and acknowledge as follows:
1. ABPP and JMBRC both shall continue as general partners of the
Partnership, each with all of the rights and powers of general partners
therein, as set forth in the agreement of limited partnership of the
Partnership, as amended to date (the "Partnership Agreement") and in the
Revised Uniform Limited Partnership Act of the State of Illinois, and the
Partnership and its business shall be continued in all respects.
2. ABPP hereby agrees that it is a signatory to the Partnership
Agreement, together with JMBRC, and adopts and agrees to be bound by all
of the provisions of the Partnership Agreement, as amended from time to
time in accordance with the provisions of the Partnership Agreement.
3. ABPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of ABPP, JMBRC, the Partnership or any of the
foregoing, to execute any and all documents, enter into any and all
agreements, or take any and all other actions (in each case in accordance
with and subject to the terms of the Partnership Agreement), in the name
of the Partnership or otherwise, as shall be necessary or appropriate in
connection with the business of the Partnership at any time. It is
further understood and agreed that the Chairman, President or any Vice
President of JMBRC (including any partner of ABPP who is Chairman,
President or Vice President of JMBRC) may act for and in the name of JMBRC
in the exercise by JMBRC of any of its rights and powers hereunder. In
dealing with JMBRC (or the Chairman, President or any Vice President
thereof) so acting on behalf of ABPP, JMBRC or the Partnership, no person
shall be required to inquire into the authority of JMBRC or such
individual to bind the Partnership. Persons dealing with the Partnership
are entitled to rely conclusively upon the power and authority of JMBRC
(and of the Chairman, President or any Vice President of JMBRC) as set
forth herein.
4. ABPP and JMBRC agree to take any and all other actions as
shall be necessary or appropriate to reflect the continuation of the
Partnership's business, including the filing with any agency of any
document which shall be necessary or appropriate in connection therewith.
5. Nothing contained herein or contemplated hereby shall be
deemed to render ABPP or JMBRC liable for any obligations for which they
would otherwise not be liable as general partners of the Partnership.
IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgement as of the date first above written.
ABPP ASSOCIATES, L.P.
By: JMB Realty Corporation
General Partner
By: ______________________________
Its: ______________________________
Sr. Vice President
JMB REALTY CORPORATION
By: ______________________________
Its: ______________________________
