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3 <br /> and the Premises is described in that Memorandum of Lease Agreement recorded in the Registry <br /> in Book 1849, Page 546; and <br /> WHEREAS, Assignee and BellSouth Carolinas PCS, L.P., a Delaware limited liability <br /> company, d/b/a Bellsouth Mobility DCS ("BellSouth"), entered into that Option and Lease <br /> Agreement dated November 6, 1998 (as amended and assigned, the "BellSouth Lease") (the <br /> GTE Mobilnet Lease and the BellSouth Lease hereinafter collectively referred to as the "Lease <br /> Agreements"), whereby Assignee leased to BellSouth a portion of Assignor's Property (together <br /> with access easements, utility easements, and rights of way, being the "Property"). Notice of the <br /> BellSouth Lease is provided by and the Property is described in that Memorandum and <br /> Amendment of Lease recorded in the Registry in Book 1861, Page 586; and <br /> WHEREAS, Assignee conveyed all of its right, title and interest in Assignor's Property <br /> to Assignor pursuant to that North Carolina General Warranty Deed recorded on January 15, <br /> 2014, in the Registry in Book 5743, Page 496; and <br /> WHEREAS, Assignor hereby desires to assign any and all of Assignor's right, title, and <br /> interest in the Lease Agreements to Assignee. <br /> NOW, THEREFORE, for mutual promises contained herein, the parties hereto agree as <br /> follows: <br /> 1. Any capitalized terms not defined herein shall have the meanings ascribed to them <br /> in the Lease Agreements. The recitals are incorporated herein by reference. <br /> 2. Assignor hereby transfers, assigns and conveys unto Assignee, its successors and <br /> assigns, any and all of Assignor's right, title and interest in the Lease Agreements (the "Assigned <br /> Rights"). <br /> 3. Assignor hereby represents, warrants, covenants and agrees as follows: (a) <br /> Assignor has full right and authority to execute and deliver this Assignment and to assign the <br /> Assigned Rights to Assignee, and all consents, approvals and authorizations necessary for <br /> Assignor to consummate the transaction contemplated hereby have been obtained; (b) Assignor <br /> is the lawful owner of the Assigned Rights, no other party has any interest in or claim against the <br /> Assigned Rights, the Assigned Rights are free from all liens, and Assignor will warrant and <br /> defend the same against the lawful claims and demands of all persons whomsoever; and (c) <br /> Assignor is the current lessor under the Lease Agreements, the Lease Agreements are in full <br /> force and effect, and no default exists under the Lease Agreements on the part of either Assignor, <br /> as lessor, or the lessee thereunder, and, to Assignor's knowledge, no event or condition has <br /> occurred or exists which, with notice or the passage of time or both, would constitute a default <br /> by either lessor or lessee under the Lease Agreements. <br /> 4. This Assignment may be executed in multiple counterparts, each of which may be <br /> treated as an original and which together shall constitute one and the same instrument. <br /> Culbreth BU 814444/ <br /> Chapel Hill BU 813283 <br /> PPAB 4354410x2 -2- <br />