CONSENT TO ASSIGNMENT OF GROUND LEASE
CONSENT
TO ASSIGNMENT OF GROUND LEASE
THIS
CONSENT ASSIGNMENT OF GROUND LEASE ("Consent") is made and entered into as
of
this 4th day of November, 2005, by and among SECURED DIVERSIFIED INVESTMENT,
LTD. as assignor ("Assignor"), and T-XXX PARTNERS, LLC, a Nevada limited
liability company ("Assignee"), and DICKINSON, L.L.C., a Michigan limited
liability company ("Lessor").
RECITALS
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 Xxxxx,
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.
|
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").
|
AGREEMENT
Now,
therefore, in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which the parties hereby acknowledge, the parties hereto agree
as
follows:
1. Assignor's
Covenants. Assignor hereby agrees:
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 0000 0xx Xxx. Xxxx. Xxxxxxxxx, Xxxxx Xxxxxx 00000 a.k.a
T-Xxx
Plaza, between Secured Diversified Investment, LTD. and Xxxx Xxxxxxx
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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2. Assignee's
Covenants Assignee hereby agrees:
a)
|
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)
|
that
its address for receipt of notices under the Ground Lease
is:
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Xxxx
Xxxxxxx 0000 Xxxxxx Xx
Xxxxxxx
Xxxxx, Xx. 00000
d)
|
that
Landlord has not made any express or implied oral or written
representations or promise that:
|
i) Assignee
will enjoy financial success in operating any business on the
premises
e)
|
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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4. Miscellaneous
a)
|
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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IN
WITNESS WHEREOF, Assignor, Assignee and Landlord have executed this consent
as
of the date first set forth above
SECURED
DIVERSIFIED INVESTMENTS, ,LTD.
By: /s/
Xxx Xxxxxxx
Xxx
Xxxxxxx
Its:
CEO
T-XXX
PARTNERS, LLC
By:
/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx
Its
Managing Member
and
By:/s/
Xxxxx Xxxx
Its
Managing Member
L&.F
INVESTMENTS, LLC
By:
____________________
Xxxxx
Xxxxx
Its:
______________
DICKINSON,
LLC
By:
/s/
Xxxx X. Xxxxxxxxxx
Xxxx
X.
Xxxxxxxxxx
Its:
Manager
T-XXX
PARTNERS, LLC
By:
___________________
Xxxx
Xxxxxxx
Its
Managing Member
and
By:____________________
Its
Managing Member
L&.F
INVESTMENTS, LLC
By:
/s/
Xxxxx Xxxxx
Xxxxx
Xxxxx
Its:
Property
Manager
DICKINSON,
LLC
By:
_____________________
Xxxx
X.
Xxxxxxxxxx
Its:
Manager