EXHIBIT 10.5
ASSIGNMENT
THIS ASSIGNMENT, made as of January 1, 2002, by and between CNL APF
PARTNERS, LP, a Delaware limited partnership ("Assignor") and CNL RESTAURANTS
XVIII, INC., a Florida corporation ("Assignee").
WITNESSETH:
WHEREAS, the CNL Investment Company entered into that certain
Management Agreement dated October 8, 1992 with CNL Income Fund XII, 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, CNL Fund Advisors, Inc. assigned its rights, duties and
obligations under the Agreement to CNL APF Partners, LP by Assignment dated July
1, 2000; 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 XII, 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
January 1, 2002, 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 XII, 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 APF PARTNERS, LP, a Delaware limited
partnership
BY: CNL APF GP Corp., a Delaware corporation,
as its general partner
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Chief Operating Officer
and Executive Vice President
ASSIGNEE:
CNL RESTAURANTS XVIII, INC., a Florida
corporation
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
CONSENT AND JOINDER
CNL Income Fund XII, 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 XII, Ltd., a Florida limited
partnership
BY: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, General Partner
