Item 8-g - Assignment of Leasehold Interest to Chapel Hill Carrboro City Schools

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39 13. Representations, Warranties and Covenants of Property Owner. Property Owner represents, warrants and covenants to Tenant as follows: (a) Property Owner is duly authorized to and has the full power and authority to enter into this Second Amendment and to bind Property Owner. (b) Except as expressly identified in this Second Amendment, Property Owner owns the Property free and clear of any mortgage, deed of trust, or other lien secured by any legal or beneficial interest in the Property, or any right of any individual, entity or governmental authority arising under an option, right of first refusal, lease, license, easement or other instrument other than any rights of Tenant arising under the Agreement as amended hereby and the rights of utility providers under recorded easements. (c) Property Owner acknowledges that the Property, as defined, shall include any portion of Property Owner's property on which communications facilities or other Tenant improvements exist on the date of this Second Amendment. 14. Property Owner does hereby consent to Landlord's lease of the Property to Tenant, as amended herein,pursuant to Section 10.1 of the Orange County Lease. 15. IRS Form W-9. Landlord agrees to provide Tenant with a completed IRS Form W-9, or its equivalent, upon execution of this Second Amendment and at such other times as may be reasonably requested by Tenant. In the event the Property is transferred, the succeeding Landlord shall have a duty at the time of such transfer to provide Tenant with a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in Rent to the new landlord. Landlord's failure to provide the IRS Form W-9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from Rent payments. 16. In all other respects, the remainder of the Agreement shall remain in full force and effect. Any portion of the Agreement that is inconsistent with this Second Amendment is hereby amended to be consistent with this Second Amendment. All of the provisions hereof shall inure to the benefit of and be binding upon Landlord and Tenant, and their personal representatives, heirs, successors and assigns. This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, it being understood that all parties need not sign the same counterparts. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 5 PPAB 4180506V3