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Home My WebLink AboutAffidavit of Legal Interest V1321ZO78 049BL94ZKO012LJ-1 (E IDI� 11 APPROVED )A:E 0I MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT 9/07/22 ,E Ut JBE e; A-2G22-15' IS MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made and entered into as of this 1st day of October, 2015 ("Transfer Date"), by ATLAS TOWERS ACQUISITION 2011, LLC, a Florida limited liability company ("Atlas 2011" ), ATLAS TOWERS ALASKA ACQUISITION 2014, LLC, a Florida limited liability company ("Atlas 2014"), ATLAS TOWERS USA ACQUISITION 2015, LLC, a Florida limited liability company ("Atlas 2015"), SBA STEEL II, LLC, a Florida limited liability company ("SBA Steel II"), DATAPATH DEVELOPMENT TOWERS, LLC, a Florida limited liability company ("Datapath"), MERCURY TOWERS ACQUISITION 2013, LLC, a Florida limited liability company ("Mercuu Towers"), SCI TOWERS, LLC, a Florida limited liability company ("SC!"), STC TOWERS ACQUISITION 2014, LLC, a Florida limited liability company ("STC Towers 2014"), XCELL TOWERS ACQUISITION 2012, LLC, a. Florida limited liability company ("XCELL Towers 2012"), MUNICIPAL ACQUISITION 2015, LLC, a Florida limited liability company ("Municipal 2015"), STC TOWERS ACQUISITION 2015, LLC, a Florida limited liability company ("STC Towers 2015"), and D.W. HOLDINGS ACQUISITION 2014, LLC, a Florida limited liability company ("D.W. Holdings") (collectively Atlas 2011, Atlas 2014, Atlas 2015, SBA Steel II, Datapath, Mercury Towers, SCI, STC Towers 2014, XCELL Towers 2012, Municipal 2015, STC Towers 2015 and D.W. Holdings are "Assignors" and each individually an "Assignor"), and SBA TOWERS V, LLC, a Delaware limited liability company ("SBA Towers V"), and SBA TOWERS VI, LLC, a Delaware limited liability company ("SBA Towers VI"), (collectively SBA Towers V and SBA Towers VI are "Assignees" and each individually an "Assignee"), all having an address at 8051 Congress Avenue, Boca Raton, Florida 33487. Preliminary Statements: The Assignors W are currently the tenants/grantees under the ground leases, options and/or easements (collectively "Ground Leases") for the sites described on Exhibit A attached hereto and designated as "Ground Lease" or "Easement" under the column labeled "Property Type", (ii) are the owners of fee title to the parcels of real property ("Fee Property") for the sites described on Exhibit A and designated as "Owned" under the column labeled "Property Status", (iii) are the owners of the communications towers and related property (including work product) (collectively, the "Pro e ") located on or related to the Fee Property and the real property encumbered by the Ground Leases ("Leased Property"), and (iv) are the landlords under various leases and licenses of space on the Property, the Fee Property and the Leased Property. Contemporaneous with the execution hereof, the Assignors are transferring title to the Fee Property to the Assignee listed opposite the sites on Exhibit A under the column labeled "New Owner". In consideration of the mutual covenants contained in this Assignment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Assignors and Assignees hereby agrees as follows: E IDI� 11 APPROVED DAT 09/07/22 ASSIGNMENT OF GROUND LEASES. As of the Transfer Date, each Assignor :,,E ;U,, igns and transfers all of its right, title, claim and interest in, to and under its respective ases described on Exhibit A to the Assignee listed opposite the applicable sites on Exhibit A_ under the column labeled "New Owner", and its successors and assigns. To the extent that more than one (1) agreement or interest is being transferred from any Assignor to any Assignee with respect to any particular site, it is the intention of the parties hereto that such interests shall not merge but shall remain separate and distinct interests in the underlying real property. 2. ACCEPTANCE OF ASSIGNMENT. Each Assignee as of the Transfer Date hereby accepts the foregoing assignments of the Ground Leases and assumes all of the Assignors' obligations under the Ground Leases assigned to such Assignee that arise or relate to the period of time after the Transfer Date. 3. SALE OF PERSONAL PROPERTY. Each Assignor hereby conveys, sells, transfers and delivers to the Assignee listed opposite the applicable sites on Exhibit A under the column labeled "New Owner", and its successors and assigns, its interests in the Property owned by such Assignor and located on or used in connection with the Fee Property or the Leased Property, as the case may be, including but not limited to the communications towers and any appurtenances to or improvements located on such Fee Property or Leased Property, as the case may be. 4. ASSIGNMENT OF TENANT LEASES. As of the Transfer Date, each Assignor hereby assigns and transfers to the Assignee listed opposite the applicable sites on Exhibit A under the column labeled "New Owner", and its successors and assigns, all of such Assignor's right, title, claim and interest in, to and under (a) all leases, licenses and other occupancy agreements with respect to any of the Fee Property or the Leased Property or any of the Property located thereon ("Tenant Leases"); (b) all security deposits under the Tenant Leases; (c) all rights to any unpaid rents or other payments under the Tenant Leases; and (d) all guarantees and other assurances with respect to the Tenant Leases. 5. JURISDICTION AND VENUE. The parties hereto acknowledge that a substantial portion of the negotiations, anticipated performance and execution of this Assignment occurred or shall occur in Palm Beach County, Florida. Any civil action or legal proceeding arising out of or relating to this Assignment shall be brought in the courts of record of the State of Florida in Palm Beach County. Each party hereto consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be affected on such party by mail, as provided in this Assignment, or in such other manner as may be provided under applicable laws, rules of procedure or local rules. 6. BINDING EFFECT. This Assignment will be binding on and inure to the benefit of the parties hereto, and their respective heirs, executors, administrators, successors -in -interest and assigns. . 321Z078 049BL94ZK0012LJ-3 JE APPROVED DA EI 09/07/22 : J %UtJ B; RA 2G22-0I5I GOVERNING LAW. This Assignment will be governed by and construed in with the internal laws of the State of Florida without regard to principles of conflicts of S. WARRANTY. Each Assignor hereby warrants to each Assignee that it has good and marketable leasehold title to its Leased Property and good and marketable title to its Fee Property, in all cases subject only to those items disclosed in such Assignor's existing title insurance policies. Each Assignor will indemnify each applicable Assignee for any breach by such Assignor of the terms of this Section. 321ZO78 049BL94ZKO012LJ-4 JE APPROVED DA EI 09/07/22 S CE %UtJ B; R' A 2G22-0151 ASSIGNMENT has been executed by Assignor and Assignee on the Transfer Date. r r' Name: 1a-Z r—AIZ, r Print Name: r' t Name: ,R A 'A -010 Print Name: rint Name: Pri y t Name:-, Print Name: i 4 �' ATLAS TOWERS ACQUISITION 2011, LLC, a Florida limited liability company By: Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel ATLAS TOWERS ALASKA ACQUISITION 2014, LLC, a Florida limited liability company By: Print Name: Thomas P, Hunt Title: Executive Vice President and General Counsel ATLAS TOWERS USA ACQUISITION 2015, LLC, a Florida limited liability company By: Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel SBA STEEL II, LLC, a Florida limited liability company Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel APPROVED DA EI 09/07/22 �I_E Print Name: Print Name t. r' t Name: w- Print Name: i E_ DATAPATH DEVELOPMENT TOWERS, LLC, a Florida limited liability company By: -- Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel MERCURY TOWERS ACQUISITION 2013, LLC, a Florida limited liability company By: Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel SCI TOWERS, LLC, a Florida limited liability company Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel XCELL TOWERS ACQUISITION 2012, LLC, a Florida limited liability company BY: Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel 321ZO78 049BL94ZKO012LJ-6 APPROVED DAT 09/07/22 j%UtIB;R' A 2G22-0, 1 Prirx � ame: .s �i, , (-', ", r�j a L ,6"\GA LA-) Print Name: {JU'. ,Pri t Name: ,V Print Name: k - n ame: X A- a - - MUNICIPAL ACQUISITION 2015, LLC, a Florida limited liability company By: Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel STC TOWERS ACQUISITION 2015, LLC, a Florida limited liability company By: ' Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel D.W. HOLDINGS ACQUISITION 2014, LLC, a Florida limited liability company By: Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel 321Z078 049BL94ZK0012LJ-7 JE APPROVED )A:P 09/07/22 S CE %UtJ B; R' A 2G22-0151 Print Name: Name: Print Name: ASSIGNEE: SBA TOWERS V, LLC, a Delaware limited liability company WSM By: -` Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel SBA TOWERS VI, LLC, a Delaware limited liability company By: v Print Name: Thomas P. Hunt Title: Executive Vice President and General Counsel 321ZO78 049BL94ZKO012LJ-8 (E IDI� Il APPROVED DA EI 09/07/22 S CE %UtJ B; R' A 2G22-0l5l Exhibit A 321Z078 049BL94ZK0012LJ-9 JE DATtlas AP:1t1 r ' ' Towers Acquisition 2011, LLC SBA Towers V, LLC Ground Lease :I,E%tlas Towers Acquisition 2011, LLC SBA Towers V, LLC Ground Lease as Towers Acquisition 2011, LLC SBA Towers V, LLC Ground Lease AK14610-A Atlas Towers Acquisition 2011, LLC SBA Towers V, LLC Ground Lease AK14612-A Atlas Towers Acquisition 2011, LLC SBA Towers V, LLC Ground Lease AK16109-A Atlas Towers Alaska Acquisition 2014, LLC SBA Towers V, LLC Ground Lease AK16112-A Atlas Towers Alaska Acquisition 2014, LLC SBA Towers V, LLC Ground Lease AK16113-A Atlas Towers Alaska Acquisition 2014, LLC SBA Towers V, LLC Ground Lease AK16920-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16922-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16927-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16930-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16931-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16933-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16935-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16937-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16938-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AK16940-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease AL45008-A SBA Steel Il, LLC SBA Towers V, LLC Ground Lease AZ45059-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease CA45477-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease CA45513-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease CA45693-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease CA45761-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease CA45781-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease CA45797-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease CO16921-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease CO16924-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease CO16936-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease FL15178-5 Datapath Development Towers LLC SBA Towers V, LLC Ground Lease FL15747-A Mercury Towers Acquisition 2013, LLC SBA Towers V, LLC Ground Lease FL15748-A Mercury Towers Acquisition 2013, LLC SBA Towers V, LLC Ground Lease FL15749-B Mercury Towers Acquisition 2013, LLC SBA Towers V, LLC Ground Lease FL15813-B Mercury Towers Acquisition 2013, LLC SBA Towers V, LLC Ground Lease FL15814-5 Mercury Towers Acquisition 2013, LLC SBA Towers V, LLC Ground Lease FL15818-8 Mercury Towers Acquisition 2013, LLC SBA Towers V, LLC Ground Lease FL15819-5 Mercury Towers Acquisition 2013, LLC SBA Towers V, LLC Ground Lease FL16955-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease FL16956-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease FL16957-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease FL16958-A SCI Towers, LLC SBA Towers VI, LLC Owned FL16959-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease FL16960-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease FL16961-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease FL16962-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease FL16963-A ISCI Towers, LLC SBA Towers VI, LLC Ground Lease APPROVED )A:P09/07/22 BA Steel 11, LLC SCE •iuidaER A 2G22-0,5] Cl Towers, LLC tlas Towers USA Acquisition 2015, LLC SBA Towers V, LLC Ground Lease SBA Towers VI, LLC Ground Lease SBA Towers VI, LLC Ground Lease ID16929-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease IN16144-5 STC Towers Acquisition 2014, LLC SBA Towers V, LLC Ground Lease IN16146-5 STC Towers Acquisition 2014, LLC SBA Towers V, LLC Ground Lease KS15256-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15257-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15258-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15259-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15260-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15261-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15262-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15263-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Perpetual Easement KS15264-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15265-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15266-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15267-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KS15268-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease KY13155-A SBA Steel 11, LLC SBA Towers V, LLC Ground Lease M146955-A SBA Steel 11, LLC SBA Towers V, LLC Ground Lease MT16730-A Municipal Acquisition 2015 LLC SBA Towers VI, LLC Ground Lease MT16735-A Municipal Acquisition 2015 LLC SBA Towers VI, LLC Ground Lease MT16925-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease MT16926-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease NC16634-5 SCI Towers, LLC SBA Towers VI, LLC Ground Lease NC16965-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease NC16969-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease NC16971-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease NC16972-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease NC16974-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease NC17348-5 SCI Towers, LLC SBA Towers VI, LLC Ground Lease NM47259-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease OH16584-5 STC Towers Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease OH16586-5 STC Towers Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease OH16587-5 STC Towers Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease OH16592-S STC Towers Acquisition 2015, LLC SBA Towers Vl, LLC Ground Lease OH16724-A Municipal Acquisition 2015 LLC SBA Towers VI, LLC Ground Lease OH16753-A Municipal Acquisition 2015 LLC SBA Towers VI, LLC Ground Lease OH16771-A Municipal Acquisition 2015 LLC SBA Towers VI, LLC Ground Lease OH17291-A STC Towers Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease OH17292-A STC Towers Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease OH17293-A STC Towers Acquisition 2015, LLC SBA Towers V1, LLC Ground Lease OH17294-A STC Towers Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease OH17296-A STC Towers Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease OH17297-A STC Towers Acquisition 2015, LLC 1SBA Towers VI, LLC Ground Lease 321Z078 049BL94ZK0012LJ-11 APPROVED DA 09/0722 ITC E,,U 1B,R.A_z 22_ s Towers Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease TC Towers Acquisition 2015, LLC ISBA Towers V1, LLC Ground Lease TC Towers Acquisition 2015, LLC SBA Towers V1, LLC Ground Lease OH47484-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease OK14832-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease OK14838-5 XCELL Towers Acquisition 2012, LLC SBA Towers V, LLC Ground Lease SC16975-A SCI Towers, LLC SBA Towers VI, LLC Ground Lease SC17349-5 SCI Towers, LLC SBA Towers VI, LLC Ground Lease TX48030-A SBA Steel 11, LLC SBA Towers V, LLC Ground Lease UT14598-A Atlas Towers Acquisition 2011, LLC SBA Towers V, LLC Ground Lease UT14601-A Atlas Towers Acquisition 2011, LLC SBA Towers V, LLC Ground Lease UT15628-A D.W, Holdings Acquisition 2014, LLC SBA Towers VI, LLC Ground Lease UT15633-A D.W. Holdings Acquisition 2014, LLC SBA Towers VI, LLC Ground Lease UT15634-A D.W. Holdings Acquisition 2014, LLC SBA Towers VI, LLC Ground Lease UT15635-A D.W. Holdings Acquisition 2014, LLC SBA Towers VI, LLC Ground Lease UT16576-A D.W. Holdings Acquisition 2014, LLC SBA Towers VI, LLC Ground Lease UT16932-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC Ground Lease UT16939-A Atlas Towers USA Acquisition 2015, LLC SBA Towers V1, LLC Ground Lease WA48196-A SBA Steel II, LLC SBA Towers V, LLC Ground Lease W116143-5 STC Towers Acquisition 2014, LLC SBA Towers V, LLC Easement WY16919-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC IGround Lease WY16934-A Atlas Towers USA Acquisition 2015, LLC SBA Towers VI, LLC lGround Lease