CONDITIONAL CONSENT TO ASSIGNMENT OF LEASE Ramco-Gershenson Properties, L.P., a Delaware Limited Partnership, having offices at 27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034, is the Landlord under the certain lease (“Lease”) described in that certain Assignment of Lease between Anne Arundel County, Maryland, as “Tenant” or “Assignor,” and the Board of Education of Anne Arundel County, as “Assignee,” dated this _____ day of _________________, 2003 (“Assignment of Lease”). Subject to the timely satisfaction of the following terms and conditions, Landlord hereby consents to the Assignment of Lease: (a) all amounts due and owing by Assignor as Tenant to Landlord under the Lease as of the date hereof shall be the sole responsibility of the Assignor and shall be paid in full by the Assignor on or before the date hereof; (b) all amounts due and owing by Assignor as Tenant to Landlord under the Lease relating to the period prior to the effective date of the Assignment of the Lease, but for which amounts bills were not available on the date hereof, shall be the sole responsibility of the Assignor and shall be paid in full by the Assignor promptly after receipt of any bills therefore; (c) nothing contained in this Conditional Consent to Assignment of Lease shall be construed to release Assignor from its obligations as Tenant under the Lease, nor modify change, waive or impair the obligation of Assignor or any Guarantor for the payment of rent, additional rent, and any and all other sums presently or hereafter due under the Lease. This instrument shall not be construed as a consent by Landlord to, or as permitting, any other assignment of Lease or any subletting of the leased premises without the prior written consent of Landlord in each instance obtained as provided by the Lease.
IN WITNESS WHEREOF, this Conditional Consent to Assignment of Lease has been executed on the ______day of _________________, 2003.
WITNESSES:
RAMCO-GERSHENSON PROPERTIES, L. P., A Delaware limited partnership By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner By: ______________________________
By: ______________________________ “Landlord” ACCEPTANCE The undersigned hereby accept and agree to observe and be bound by the foregoing terms and conditions. WITNESSES: ANNE ARUNDEL COUNTY, MARYLAND a body corporate and politic
By:
By: ______________________________________ “Assignor” or “Tenant” BOARD OF EDUCATION OF ANNE ARUNDEL COUNTY a body corporate and politic
By: _________________________________________
By: _________________________________________ “Assignee”
ASSIGNMENT AND ASSUMPTION OF LEASE
KNOW ALL MEN BY THESE PRESENTS, that for the sum of One ($1.00) Dollar and other good and valuable consideration, the receipt and adequacy of which are acknowledged hereby: (i) effective as of _______________, 2003, Anne Arundel County, Maryland, a body
corporate and politic (“Assignor” or “Tenant”) does hereby assign, transfer, convey, and set over unto the Board of Education of Anne Arundel County, a body corporate and politic (“Assignee”), all of Assignor’s right, title, and interest in and to that certain Lease (including the Rider attached thereto) dated October 12, 1973, between Shopco Crofton Associates, a Maryland Limited Partnership, as Landlord, and Assignor as Tenants, relating to premises located in the retail shopping center development known as “Crofton Centre,” located in Crofton, Anne Arundel County, Maryland (the “Lease”), including but not limited to Assignor’s right, title, and interest in and to any Security Deposit held by Landlord in connection with the Lease; (ii) Assignor acknowledges that, notwithstanding this Assignment, Assignor shall not be
released from its obligations to pay and perform all of the payments, covenants, and other obligations of Tenant under or pursuant to the Lease; and (iii) Assignee hereby accepts the foregoing Assignment of Lease, subject to the terms and
conditions of the Lease, and hereby assumes and agrees to be liable for the payment and performance of all of the payments, covenants and other obligations of Tenant under or pursuant to the Lease arising on or after the date of this Assignment and Assumption of Lease, and (iv) Assignor represents and covenants that, as of the date of this Assignment and Assumption
of Lease, Landlord has fully performed all of the covenants and obligations on its part to be performed and observed under the Lease, that Landlord has not done or permitted any act or acts in violation of any of the covenants or provisions of terms thereof, and that there is not now in existence any reason or claim to offset, deduct, or decrease any payments due under the Lease.
IN WITNESS WHEREOF, this instrument is executed this _____ day of ____________, 2003. WITNESSES: ANNE ARUNDEL COUNTY, MARYLAND a body corporate and politic By: By: ______________________________________ “Assignor” or “Tenant” BOARD OF EDUCATION OF ANNE ARUNDEL COUNTY a body corporate and politic By: _________________________________________ By: _________________________________________ “Assignee”