ASSIGNMENT OF LEASE
THIS ASSIGNMENT, dated and made ("Effective Date") this 24th day of August,
1999, is made by and between RMCR, Inc. (Residential Mortgage Credit Reporting,
Inc.) a Missouri corporation, formerly an Arizona corporation ("Assignor") and
FDC (Factual Data Corp.) a Colorado corporation ("Assignee").
WITNESSETH:
WHEREAS, Assignor entered into that certain Lease (hereinafter referred to as
the "Lease") for the premises located in City of Phoenix, State of Arizona,
commonly known as 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000;
and
WHEREAS, Assignor desires to assign all its right, title and interest in the
Lease to Assignee.
NOW THEREFORE, in consideration of mutual covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption. Assignor assigns and transfers to Assignee all its
right, title and interest in the Lease and Assignee accepts the assignment and
assumes and agrees to perform, from the date the assignment becomes effective,
as a direct obligation to Landlor, all of the terms and obligations of the Lease
to be performed by the tenant thereunder. The assignment shall take effect on
the Effective Date.
2. Assignee to Hold Assignor Harmless. Assignor warrants that as of the
Effective Date, there will be no uncured default under the underlying Lease. If
Assignee defaults under the Lease, Assignee shall indemnify and hold Assignee
harmless from all damages resulting from the default. If Assignee defaults in
its obligations under the Lease and Assignor pays rent to Landlord or fulfills
any of Assignee's other obligations in order to prevent Assignee from being in
default. Assignee immediately shall reimburse Assignor for the amount of rent or
costs incurred by Assignor of lease.
3. Default of Lease. If Assignee defaults under the Lease, Assignor shall have
all rights against Assignee that are available by law and those contained in the
Lease, including, without limitation, Assignor's right to reenter and retake
possession of the premises from Assignee.
4. Prepaid Rent, Security Deposit. The parties acknowledge that Landlord now
holds the sum of $2445.60 to be applied subject to the provisions of the Lease.
Assignor releases all claims to that sum, and the sum shall be held by Landlord
for the benefit Assignee, subject to the provisions of the Lease.
5. Attorney's Fees. If any party commences an action against any of the parties
arising out of or in connection with the assignment of Lease, the prevailing
party or parties shall be entitled to recover from the losing party or parties
reasonable attorney's fees and cost of suit.
ASSIGNOR: ASSIGNEE:
RMCR, INC. Factual Data Corporation
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
Title: President Title: CFO
Dated: 8/24/99 Dated: 8/30/99
Nothing contained in this Agreement shall in any way modify or affect the terms
and provisions of the Asset Purchase Agreement between Assignor and Assignee
dated August 24, 1999, and all documents, agreements, and instruments executed
pursuant thereto.
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