ASSIGNMENT
THIS ASSIGNMENT, is made and entered into as of July 1, 2000, by and
between CNL FUND ADVISORS, INC., a Florida corporation ("Assignor") and CNL APF
PARTNERS, LP, a Delaware limited partnership ("Assignee").
WITNESSETH:
WHEREAS, the CNL Investment Company entered into that certain
Management Agreement dated August 22, 1990 with CNL Income Fund VIII, Ltd.
("Agreement"); and
WHEREAS, CNL Investment Company assigned its rights, duties and
obligations under the Agreement to CNL Income Fund Advisors, Inc. by Assignment
dated January 1, 1995; and
WHEREAS, CNL Income Fund Advisors, Inc. assigned its rights, duties and
obligations under the Agreement to CNL Fund Advisors, Inc. by Assignment dated
October 1, 1995; and
WHEREAS, the Assignor desires to assign its rights, duties and
obligations under the Agreement to Assignee, and Assignee desires to accept such
assignment and assume Assignor's duties and obligations under the Agreement, as
assigned.
NOW, THEREFORE, the parties agree as follows:
1. Assignment. Assignor hereby assigns and transfers to Assignee, all of
Assignor's rights, title and interest in, to, and under the Agreement
as assigned. Any funds or property of CNL Income Fund VIII, Ltd. in
Assignor's possession shall be, or have been, delivered to Assignee
upon the full execution of this Assignment.
2. Acceptance and Assumption. Assignee hereby accepts the foregoing
assignment and further hereby assumes and agrees to perform, from and
after July 1, 2000, all duties, obligations and responsibilities of the
property manager arising under the Agreement.
3. Representations.
(a) Assignor hereby represents and warrants to Assignee:
(i) that the Agreement is in full force and effect;
(ii) that Assignor has fully performed all of its duties under the
Agreement through the date of this Assignment;
(iii)that Assignor has no notice or knowledge of any claim, cost,
or liability (other than as specifically contemplated under
the Agreement, all of which have been satisfied or
discharged) which arose under the Agreement or which may
arise after the date hereof; and
(iv) that this Assignment has been duly authorized by all
requisite corporate action and has been properly executed by
a duly authorized officer of Assignor.
(b) CNL Income Fund VIII, Ltd. hereby represents and warrants to
Assignee that the Agreement is in full force and effect, and that
no defaults or violations of such Agreement exist as of the date
of this Assignment.
IN WITNESS WHEREOF, this Assignment is executed the date above first
written.
ASSIGNOR:
CNL FUND ADVISORS, INC., a Florida corporation
By:/s/ XXXXXXX X. XXXX
---------------------------------------------------
Xxxxxxx X. Xxxx, Executive Vice President
ASSIGNEE:
CNL APF PARTNERS, LP, a Delaware limited partnership
BY: CNL APF GP Corp., a Delaware corporation, as its
general partner
By: /s/ XXXXX X. XXXXXX, XX.
-----------------------------------------
Xxxxx X. Xxxxxx, Xx., President
CONSENT AND JOINDER
CNL Income Fund VIII, Ltd. hereby consents to the foregoing Assignment
and joins in such agreement for the purpose of making the representations set
forth in subparagraph 3(b) thereof.
CNL Income Fund VIII, Ltd., a Florida limited partnership
BY: CNL REALTY CORPORATION, a Florida corporation, as
General Partner
By: /s/ XXXXXX X. XXXXXX
------------------------------
Xxxxxx X. Xxxxxx, President
BY: /s/ XXXXX X. XXXXXX, XX.
--------------------------------------
Xxxxx X. Xxxxxx, Xx., General Partner
BY: /s/ XXXXXX X. XXXXXX
--------------------------------------
Xxxxxx X. Xxxxxx, General Partner
