EXHIBIT 10.19
ASSIGNMENT RELATING TO
PROPERTY MANAGEMENT AGREEMENTS
This Assignment Relating to Property Management Agreements (this
"Assignment") is made as of December 29, 1997, by and among Apple Residential
Income Trust, Inc., a Virginia corporation ("Apple"), Apple Residential
Management Group, Inc., a Virginia corporation ("ARMG"), Apple REIT Limited
Partnership, a Virginia limited partnership ("Apple LP"), and Cornerstone Realty
Income Trust, Inc., a Virginia corporation ("Cornerstone"), and provides:
RECITALS
A. Apple, ARMG and Cornerstone are parties to a certain Property
Management Agreement Subcontract dated as of March 1, 1997 (the
"Subcontract") pertaining to certain Property Management Agreements,
as defined therein.
B. Effective as of the date of this Assignment, Apple has transferred to
Apple LP the properties that are the subject of the currently-existing
Property Management Agreements and, in connection therewith, desires
to assign and transfer to Apple LP all of its rights and interests in,
to and under the currently-existing Property Management Agreements,
subject to the obligations and limitations contained therein, and
subject to the subcontract arrangement set forth in the Subcontract.
C. ARMG and Cornerstone are willing to consent to the assignment and
transfer referred to in the preceding paragraph, with the result that
Cornerstone will, pursuant to the Subcontract and this Assignment, be
rendering to Apple LP the duties owed by the "Manager" to the "Owner"
under the terms of the currently existing Property Management
Agreements.
D. The parties hereto further desire to amend the Subcontract to provide
that the term "Property Management Agreements," as defined therein,
will include any Property Management Agreements pursuant to which ARMG
has agreed to provide property management services to Apple LP.
NOW THEREFORE, in consideration of the foregoing, of the mutual covenants
and agreements contained herein, and other good and valuable consideration, the
parties hereby agree and consent as follows:
1. Capitalized terms used and not defined herein have the meanings set
forth in the Subcontract.
2. Apple does hereby assign and transfer to Apple LP all of its rights
and interests in, to and under the Property Management Agreements
existing as of the date hereof, subject to all of its obligations,
responsibilities and liabilities therein, and subject to the
subcontract arrangement set forth in the Subcontract.
3. ARMG and Cornerstone consent to the assignment and transfer referred
to in the preceding Section 2.
4. The term "Property Management Agreements," as used in the Property
Management Agreement Subcontract, shall include, in addition to those
described therein, any Property Management Agreement pursuant to which
ARMG has agreed to provide property management services to Apple LP as
owner of one or more apartment communities acquired by Apple LP.
5. The intent of this Assignment is that Cornerstone shall have all
duties and obligations of ARMG under the terms of the Property
Management Agreements (from and after March 1, 1997 with respect to
Property Management Agreements in effect on such date, and from and
after the date of the respective Property Management Agreement with
respect to any Property Management Agreement entered into after March
1, 1997), and to confer upon Cornerstone all of the correlative
rights, powers and benefits, including, without limitation, the right
to receive all fees and expense reimbursements, conferred by or
provided for in the Property Management Agreements, whether the owner
of the several properties is Apple or Apple LP, and this Agreement
shall be interpreted and construed consistently with such intent.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment by
their duly authorized officers as of the date first written above.
APPLE RESIDENTIAL INCOME TRUST, INC.,
a Virginia corporation
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Chairman
------------------------------
APPLE RESIDENTIAL MANAGEMENT GROUP, INC.,
a Virginia corporation
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: President
-----------------------------
CORNERSTONE REALTY INCOME TRUST, INC.,
a Virginia corporation
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Title: Chief Financial Officer
------------------------------
APPLE REIT LIMITED PARTNERSHIP,
a Virginia limited partnership
By: Apple General, Inc., general partner
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: President
------------------------------
