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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 /> 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 BSL") , (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 . Assumption . 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 />