Acknowledgment and consent of lessee. Certificate of Acceptance and Acknowledgement of Assignment As Lessee under a lease agreement Number _________, dated _________(the "Lease") the original of which is in your possession, with _________(the "Lessor"), we here certify that we have, as of the date of this Certificate, received and inspected each item of leased property described in the Lease and found each item to be in good operating condition, and, by execution and delivery of this Certificate, we unconditionally accept each item of leased property, as installed, under the Lease. In addition, in consideration of your financing of the leased property, intending to be legally bound, we here acknowledge and consent to the assignment by Lessor to Lender of all right, title, interest, claim, and demand, as Lessor, in, to and under the Lease, including any rights of Lessor in the leased property and the rental payments due under the Lease, and all other monies from time to time payable to or receivable by the Lessor under any provision of the Lease. We agree to make all payments due and to give all notices and information required under the Lease from and after _________[date], directly to Lender. Lessee acknowledges to Lender that the Lease is in full force and effect and agrees to remit and deliver to Lender _________ monthly rental payments of _________ each, commencing _________ on the _________ day of every month after that until _________(plus applicable taxes), none of which have been prepaid. For the express benefit of Lender, we affirm that Lender shall be entitled to the benefits of, and to receive and enforce performance of, all covenants and agreements to be performed by us under the Lease and here specifically covenant and agree that, with respect to the monthly rental charges and other payments due and to become due under the Lease, we shall not assert for any reasons whatever against Lender, as assignee of the lease, any defense, set-off, counterclaim (including recoupment against or any diminution of amounts payable by Lessee to Lender) which we may have against any third party, including without limitation the distributor or manufacturer of the leased equipment, Lessor, or Lender. We further represent, warrant, and covenant for the express benefit of Lender (1) to send to Lender, at the above address during the term of the Lease, annual financial statements of the Lessee, within 90 days after the end of each fiscal year; (2) not to move the leased property, or any part of it, from the location specified in the Lease and not to assign the Lease or sublease the leased property without Lender's prior written consent; (3) to take such action as Lender may from time to time reasonably request to maintain the perfection and first priority of Lender's security interest in the Lease and leased property; (4) that no loss, damage, theft, or destruction of the leased property or the enforcement of any lien or encumbrance against the leased property or the bankruptcy or insolvency of Lessor or any subsequent owner or lessor of the leased property shall relieve us in any way of our obligation to make rental payments or perform any other obligation to Lender under the Lease or this Certificate of Acceptance and Acknowledgment of Assignment; (5) that we shall maintain proper insurance and name Lender as loss-payee under the insurance policies and will require our insurers to give written notice to Lender 30 days before any material change or cancellation of the insurance cover of the leased property. We further agree that we shall not enter into any agreement amending, modifying, subordinating, or terminating the Lease without the prior written consent of Lender, and that any such attempted agreement to amend, modify, subordinate, or terminate the Lease without that consent shall be void and shall not relieve us of our existing or future obligations under the Lease or under this Certificate. We understand the Lessor has assigned its rights to (but none of its obligations under) the Lease to Lender, including, but not limited to the rights and remedies of Lessor under the Lease and under applicable law upon an occurrence of an Event of Default under the Lease.
We here represent and certify to Lender that: (i) we have not entered into any understandings or agreements with respect to the leased property other than the Lease and this Certificate of Acceptance and Acknowledgment of Assignment; (ii) there are no judgments, suits, or proceedings pending or threatened against us that would adversely affect our ability to make payments under the Lease; and (iii) no Events of Default (or events that would constitute an Event of Default with the passage of time, giving of notice, or both) on our part, or to our knowledge, on the part of Lessor, have occurred in the performance of each such party's obligations under the Lease. Lender here agrees that so long as no Event of Default (as defined in the Lease) shall have occurred and be continuing and we shall not be in default of our obligations hereunder to make all payments due to Lender as assignee of the interests of Lessor under the Lease, Lender will not disturb our quiet and peaceful possession of the leased property and our unrestricted use of the leased property for its intended purpose under the terms of the Lease. In witness, we have executed this Certificate and Acknowledgment of Assignment on the _________ day of _________, _________[date]. Acknowledged and Agreed: Lender By: _________ Title: _________ Lessee By: _________ Title: _________