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BK:00027 PG -.0446
<br />ASSIGNMENT, ASSUMPTION
<br />AND MODIFICATION AGREEMENT
<br />(BUGGY BUILDING LEASE)
<br />This Assignment, Assumption and Modification Agreement (this "Agreement"), dated as
<br />of June _, 2015, by and between PROGRESSIVE DEVELOPMENT COMPANY, L.L.C., a
<br />North Carolina limited liability company (the "Assi or"); the CITY OF SANFORD, a North
<br />Carolina municipal corporation (the "C'), the County of Lee, a body corporate and politic and
<br />one of the one hundred counties of the State of North Carolina (the "Cgunty'), and SANFORD-
<br />LEE COUNTY PARTNERSHIP FOR PROSPERITY, doing business as SANFORD AREA
<br />GROWTH ALLIANCE, a North Carolina nonprofit corporation ("SAGA") (collectively, the
<br />County, the City and SAGA are the "Tenants"), SANFORD BUGGY BUILDING LLC, a North
<br />Carolina limited liability company (the "Master Landlord"), and SANFORD BUGGY MASTER
<br />TENANT LLC, a North Carolina limited liability company (the "Master Tenant"), provides:
<br />RECITALS
<br />WHEREAS, the City, the County and SAGA as Tenants entered into that certain
<br />Commercial Lease Agreement by and between Assignor and Tenants dated September 10, 2014
<br />(the "Lease") and evidenced by a recorded copy of the Lease filed September 19, 2014 and
<br />recorded in the official records of Lee County, North Carolina in Book 1367 and Pages 0496 to
<br />0512 (the "Recorded Lease"); and
<br />WHEREAS, the Master Landlord and the Master Tenant have been established and
<br />organized in order to develop, build, and provide financing for the historic rehabilitation,
<br />adaptive reuse and development of the historic Sanford Buggy Factory (the "Project") located on
<br />certain real property in Sanford, Lee County, North Carolina (the "Land"); and
<br />WHEREAS, Assignor is the current fee simple owner of the Land upon which the
<br />Project is located pursuant to a General Warranty Deed dated November 16, 2000 and recorded
<br />in the official records of Lee County, North Carolina on November 16, 2000 in Book 718 and
<br />Page 939, and will convey the Land to Master Landlord pursuant to a deed to be recorded in the
<br />official records of Lee County, North Carolina, and Master Landlord will in turn enter into a
<br />Master Lease with Master Tenant for a thirty-two (32) year term. (the "Master Lease"), and
<br />Master Tenant will become the new landlord under the Lease with Tenants; and
<br />WHEREAS, the Assignor has obtained construction loan and equity financing
<br />commitments from Branch Banking and Trust Company, State Tax Credit Exchange, LLC and
<br />its affiliate STCE Buggy Factory, LLC, and First NBC Historic Tax Partners, L.L.C. in order to
<br />rehabilitate, develop and construct the Project; and
<br />WHEREAS, as part of the financing requirements for the Project, Assignor desires to
<br />assign and Master Landlord desires to take assignment of Assignor's right, title, obligations and
<br />interest in the Lease; and
<br />WHEREAS, Tenants have agreed and hereby consent to the aforementioned assignment
<br />and assumption of the Lease by Master Landlord, and further assignment of the Lease by the
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