ASSIGNMENT
TO: THE FIFTH THIRD BANK OF NORTHERN KENTUCKY, INC.
RE: Lease between _________________________, as lessee and
undersigned, dated _________________, 199_, having aggregate
unpaid rental of $_______________.
For value received undersigned ("Assignor") hereby
sells, assigns, transfers and sets over to The Fifth Third
Bank of Northern Kentucky, Inc., its successors and assigns
("Assignee"), the attached above named lease ("lease"),
together with all rental payments due and to become due in
connection with the exercise by lessee of an option, if any,
to purchase the property described in the lease.
Assignor also assigns to Assignee all of Assignor's
rights and remedies under the lease and any guaranty
thereof, including the right to take in, in Assignor's or
Assignee's name, any and all proceedings, legal, equitable
or otherwise, that Assignor might otherwise take, save for
this assignment.
As security for all amounts due to Assignor under the
lease, and all other present and future indebtedness or
obligations of Assignor to Assignee of every kind and nature
whatsoever set forth in a certain Loan Agreement dated
October 31, 1997 by and between Assignor and Assignee (the
"Loan Agreement"), Assignor hereby grants to Assignee a
security interest in all property covered by and described
in the lease. Title to all such property shall remain in
the Assignor and is not transferred to Assignee for any
purpose.
Assignee shall have no obligation of Assignor as lessor
under the lease.
Assignor warrants that: Assignor is the owner of the
property described in the lease free of all liens and
encumbrances except the lease and Permitted Liens as defined
in the Loan Agreement; the lease and any accompanying
guaranties, waivers and/or other instruments are genuine,
enforceable, the only lease executed concerning the property
described in the lease and is and will continue free from
defenses, set-offs and counterclaims; all signatures, names,
addresses, amounts and other statements and facts contained
therein are true and correct; the aggregate unpaid rentals
shown above is correct; the property has been delivered to
lessee under the lease on the date set forth below in
satisfactory condition and has been accepted by lessee, and
that Assignor will comply with all its warranties and other
obligations with respect thereto; the lease transaction
conforms to all applicable laws and regulations; the lease
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constitutes and will continue to constitute a valid
reservation of unencumbered title to or first lien upon or
security interest in the property covered thereby, effective
against all persons; except as otherwise provided in the
Loan Agreement, if filing, recordation or any other action
or procedure is permitted or required by statute or
regulation to perfect such reservation of title, lien or
security interest, the same has been accomplished. Subject
to the items and provisions of any applicable underlying
agreement between Assignor and Assignee, Assignor guarantees
the payment promptly when due of the amount of each and
every sum payable under the lease and, except as otherwise
provided in the Loan Agreement, the payment on demand of the
entire unpaid balance at the date of default in the event of
any default by lessee under the lease, without first
requiring Assignee to proceed against lessee or any other
person or any security. Assignor agrees that Assignee may
audit its books and records relating to all leases and paper
assigned to Assignee and may in Assignor's name endorse all
remittances received, and Assignor gives express permission
to Assignee to release, on terms satisfactory to Assignee,
or by operation of law or otherwise, or to compromise or
adjust any and all rights against and grant extensions of
time of payment to lessee or any other persons obligated on
the lease or on any accompanying guaranty, or agree to the
substitution of a lessee, without notice to Assignor and
without affecting Assignor's obligations hereunder.
Assignor waives presentment and demand for payment, protest
and notice of non-payment and protest as to all leases and
paper heretofore, now or hereafter endorsed or assigned to
Assignee and Assignor subordinates to any rights Assignee
may now or hereafter have against the lessee, any rights
Assignor may now or hereafter have or acquire by reason of
payment to Assignee of any rental payments under the lease
or otherwise. Unless otherwise agreed under the provisions
of any applicable underlying agreement, any amounts retained
by Assignee as a reserve or holdback shall be held by
Assignee as security for the performance of Assignor's
obligations under the underlying agreement and hereunder,
and shall be paid to Assignor without interest, when all
payments under the lease have been paid in full, provided no
obligation of any kind, direct or contingent, of Assignor
whether hereunder or otherwise and no other leases or paper
acquired by Assignee from Assignor or from any of Assignor's
subsidiary or affiliated companies be in default; but in the
event of any such default, Assignee may collect any amount
owing by making an appropriate charge against any reserve or
holdback which otherwise would be payable to Assignor in
cash. Assignor shall have no authority to, and will not,
without Assignee's prior written consent, accept payments of
rents or of option prices, repossess or consent to the
return of property described in the lease or modify the
terms thereof or of any non-compliance with any of the
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foregoing shall not constitute any waiver by Assignee.
Assignor waives notice of acceptance hereof.
To the extent any term or condition of this Assignment
is materially inconsistent or materially conflicts with the
terms of the Loan Agreement, the terms of the Loan Agreement
shall govern.
The property covered by the lease was delivered to
lessee on _________________, 199_.
Dated: ________________, 199_ Lessor/Assignor:
TECHNOLOGY INTEGRATION
FINANCIAL SERVICES, INC.
By:_____________________________
Title:__________________________
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