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Prepared by and Return to: <br />American Tower <br />Attn: Land Management/Christopher Hammer, Esq. <br />10 Presidential Way <br />Woburn, MA 01801 <br />Assessor's Parcel No(s): 31-39-33-00000-5000-00003-0 <br />RESOLUTION AND CONSENT AFFIDAVIT <br />Indian River County, FL <br />Be it known that, under the pains and penalties of perjury, the undersigned Members, Partners, Directors, <br />Shareholders, Officers or Trustees, as applicable (collectively, the "Affiants") of the above referenced entity <br />(the "Landlord"), hereby declare and resolve the following: <br />1. Landlord (or its predecessor -in -interest) has licensed or subleased a portion of land to GTP Towers I, <br />LLC, a Delaware limited liability company (the "Tenant") pursuant to that certain License Agreement <br />dated November 4, 2008 (as the same may have been amended from time to time, collectively, the <br />"License"). <br />2. Landlord and Tenant desire to enter into an amendment of the License (the "Amendment") in order <br />to extend the term thereof and to further amend the License as more particularly set forth in the <br />Amendment, a copy of which is attached hereto as Exhibit A and by this reference made a part <br />hereof. <br />3. Landlord is duly organized, validly existing, and in good standing in the jurisdiction of its formation, <br />organization, and/or incorporation, as applicable, and is otherwise authorized to transact business <br />and in good standing in any other jurisdictions where such qualifications are required. Landlord has <br />full power and authority to enter into and perform Landlord's obligations under the Amendment and <br />the other Transaction Documents (as hereinafter defined), and the Amendment and the other <br />Transaction Documents have been duly executed and delivered by Landlord. The Affiants listed <br />below are the only legal and equitable owners of Landlord and are the only members, partners, <br />directors, shareholders, officers and/or trustees, as applicable, of Landlord. <br />4. The Affiants hereby approve of the Transaction Documents and all of the terms and provisions <br />contained therein and declare, resolve and/or affirm, as applicable, that Landlord is hereby <br />authorized to enter into the Transaction Documents with Tenant and effect the transactions <br />contemplated therein. The Affiants hereby declare and affirm that any other corporate and <br />shareholder, member, partner, and/or trustee actions required to effectuate the transactions <br />contemplated in the Amendment and other Transaction Documents have been completed. <br />Site No: 370764 <br />Site Name: Vero Beach Ring, FL <br />)3 3 <br />