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31 <br />LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT <br />THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Lease <br />Assignment Agreement ") is made as of 11:59 p.m. on December 31, 2000, by and between <br />BUILDERS FIRSTSOURCE - ATLANTIC GROUP, INC., a Delaware corporation <br />( "Assignor "), and BUILDERS FIRSTSOURCE OF RALEIGH, INC., a North Carolina <br />corporation ( "Assignee"). <br />Recitals of Fact <br />5. A. Assignor is the present tenant under that certain Lease Agreement (the "Lease ") <br />dated June 3, 1997 by and between Builders' Supply & Lumber Company, Inc., a Michigan <br />corporation ( "Old BSI2 ), (the assets and obligations relating to Old BSL's Hillsborough, North <br />Carolina operations were purchased and assumed, as applicable, by Assignor pursuant to the <br />Asset Purchase Agreement dated as of February 6, 1998 and the Lease Assignment and <br />Assumption Agreement dated as of March 20, 1998, both among Assignor, Old BSL and Pulte <br />Home Corporation, a Michigan corporation) relating to the premises (the "Premises ") described <br />in the Lease, namely, certain premises located at 401 Valley Forge Road, Hillsborough, North <br />Carolina. The Lease is incorporated herein by this reference as though fully set forth herein. <br />B. Assignor desires to assign to Assignee and Assignee desires to accept an <br />assignment from Assignor of the leasehold interest and other rights created under the Leases, <br />effective as of the date of this Lease Assignment Agreement. <br />Agreement <br />IN CONSIDERATION of the sum of Ten Dollars ($10) and for other good and valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto <br />agree as follows: <br />1. Assignment. Effective as of the date hereof, Assignor hereby assigns, transfers, <br />sets over and conveys to Assignee, its successors and assigns, all of Assignor's right, title and <br />interest in and to (a) the Lease; (b) the Premises; and (c) all incidental and appurtenant rights <br />which Assignor may have or possess in connection with the Lease and the Premises. <br />2. Assumation. Effective as of the date hereof, Assignee hereby fully and <br />completely assumes each and every obligation of Assignor which is to be performed as of or <br />after the date hereof, as (a) tenant under the Lease and (b) the holder of any of the rights and <br />interests transferred in Section 1 above. Assignee agrees that Assignee shall fully pay, perform, <br />and observe all of such obligations on and after the date hereof. <br />3. Governing Law. This Lease Assignment Agreement shall be governed by the <br />laws of the State of North Carolina, other than the conflicts of law provisions- thereof. <br />4. Amendments. This Lease Assignment Agreement may not be amended except by <br />a document signed by all parties hereto. <br />