| A. |
L&F
Investments, L.L.C., a Michigan limited liability company, is the owner
of
that certain real property in the city of Dickinson, County of Stark,
State of North Dakota that is the subject of that Ground Lease dated
February 11, 2003 between L&F Investments, L.L.C. as lessor and
Assignor as lessee ("Ground Lease").
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| B. |
L&F
Investments, L.L.C. assigned all of its right, title and interest as
lessor of the Ground Lease to Lessor.
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| C. |
Assignor
and Assignee desire Lessor's consent to Assignor's assignment to Assignee
of all of Assignor's right, title and interest as lessee of the Ground
Lease ("Assignment").
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| a) |
that
it shall not be released from its obligations under the land lease,
including all monetary obligations, if Assignee fails to perform the
purchase of 1173 3rd Ave. West. Dickinson, North Dakota 58601 a.k.a
T-Rex
Plaza, between Secured Diversified Investment, LTD. and Glen Macleod
by
November 4th 2005
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| b) |
that
it has not failed to disclose to Landlord any information which, if
known
by Landlord, might provide grounds for Landlord to reasonably withhold
its
consent to the assignment.
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a)
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that
it has accepted the assignment made under the Assignment of Ground
Lease
agreement executed between Assignor and Assignee and approved by
Lessor in
writing.
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b)
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to
perform and be bound by all of the terms and conditions of the Ground
Lease and any amendments.
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c)
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that
its address for receipt of notices under the Ground Lease
is:
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d)
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that
Landlord has not made any express or implied oral or written
representations or promise that:
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e)
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that
it has been provided with a copy of the Ground Lease, together with
all
amendments thereto, if any, and that it has read the Ground Lease
and all
amendments and fully understands its obligations as lessee under
the
Ground Lease.
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|
3.
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Landlord's
Consent. For valuable consideration, including the Agreements (see
attached), acknowledgements, and representations of Assignor and
Assignee
set forth above, Landlord hereby consents to Assignor's assignment
to
Assignee of all of Assignor's right, title and interest in the land
lease
upon and subject to the terms and conditions
herein.
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a)
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Attorneys'
Fees. The provisions of the Ground Lease respecting attorneys' fees
shall
apply to this consent, or, if the lease does not contain an attorneys'
fee
clause, then if legal action shall be commenced to enforce or declare
the
effect of any provision of this consent or of the Ground Lease, the
court
as part of its judgment shall award reasonable attorneys' fees and
costs
to the prevailing party
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b)
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Authority
to execute Agreement. Each individual executing this consent on behalf
of
a partnership or corporation represents that he or she is duly authorized
to execute and deliver authority to landlord upon request by
landlord.
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