Carlyle Real Estate Ltd Partnership XV – ‘10-Q’ for 9/30/96 – EX-3.B

As of:  Thursday, 11/14/96   ·   For:  9/30/96   ·   Accession #:  892626-96-432   ·   File #:  0-16111

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      21±    98K 
 2: EX-3.B      Articles of Incorporation/Organization or By-Laws      2±     8K 
 3: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K 

EX-3.B   —   Articles of Incorporation/Organization or By-Laws

CARLYLE REAL ESTATE LIMITED PARTNERSHIP XV          

ACKNOWLEDGEMENT         
----------------          

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: ______________________________