EXHIBIT 10.8
ASSIGNMENT AND ASSUMPTION AGREEMENT
(PERTAINING TO ADVISORY AGREEMENT FOR
APPLE RESIDENTIAL INCOME TRUST, INC.)
This Assignment and Assumption Agreement (the "Agreement") is made as of
October 1, 1998, by and among Apple Residential Income Trust, Inc. ("Apple"),
Apple Residential Advisors, Inc. ("ARA"), Apple Residential Management Group,
Inc. ("ARMG") and Cornerstone Realty Income Trust, Inc. ("Cornerstone"), and
provides as follows:
RECITALS:
A. Under an Advisory Agreement dated as of November 1, 1996 (the "Advisory
Agreement"), ARA agreed to provide certain advisory services to Apple as more
particularly described in the Advisory Agreement.
B. Pursuant to an Advisory Agreement Subcontract dated as of March 1, 1997
(the "Subcontract"), among Apple, ARA, and Cornerstone, ARA delegated and
assigned to Cornerstone and Cornerstone accepted from ARA a delegation and
assignment of ARA's duties, obligations, rights, powers and benefits under the
Advisory Agreement.
C. Pursuant to a letter dated September 30, 1998 from Cornerstone to ARA
and Apple, the Subcontract was terminated effective at the close of business on
September 30, 1998, with the effect that the Advisory Agreement was again in
full force and effect according to its terms.
D. ARA desires to delegate and assign to ARMG, and ARMG desires to accept
the delegation and assignment from ARA of, all of ARA's duties, obligations,
rights, powers and benefits under the Advisory Agreement attributable to the
period beginning on the date of this Agreement, and Apple is willing to consent
to such delegation and assignment, all as more particularly set forth herein.
E. Cornerstone, which is expected to provide to ARMG certain employees
necessary to perform the services required under the Advisory Agreement, enters
into this Agreement so as to evidence its acknowledgment and understanding of
the assignment from ARA to ARMG.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
parties agree as follows:
1. Assignment and Assumption. ARA does hereby delegate and assign to ARMG
all of ARA's duties, obligations, rights, powers and benefits under the Advisory
Agreement attributable to the period beginning on the date of this Agreement.
ARMG accepts such delegation and assignment. The intent of such delegation and
assignment is to impose upon ARMG all duties and obligations of ARA under the
terms of the Advisory Agreement attributable
to the period beginning on the date of this Agreement, and to confer upon ARMG
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 Advisory Agreement, and this Agreement shall be
interpreted and construed consistently with such intent. For as long as this
Agreement remains in effect, the term "Advisor" as used in the Advisory
Agreement shall be deemed to refer to ARMG, unless the context clearly requires
otherwise.
2. Consent of Apple; Acknowledgment of Cornerstone. Apple consents to the
delegation and assignment referred to Section 1. Cornerstone understands and
acknowledges the delegation and assignment referred to in Section 1.
3. Capitalized Terms. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the date first above written.
APPLE RESIDENTIAL INCOME TRUST, INC.,
a Virginia corporation
By: Xxxxx X. Xxxxxx
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Title: President
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APPLE RESIDENTIAL ADVISORS, INC.,
a Virginia corporation
By: Xxxxx X. Xxxxxx
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Title: President
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APPLE RESIDENTIAL MANAGEMENT
GROUP, INC., a Virginia corporation
By: Xxxxx X. Xxxxxx
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Title: President
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CORNERSTONE REALTY INCOME TRUST,
INC., a Virginia corporation
By: Xxxxx X. Xxxxxx
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Title: Chief Executive Officer
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