**Exhibit 4.19**
**ASSIGNMENT OF RENTS AND LEASES**
THIS ASSIGNMENT OF RENTS AND LEASES (this “Assignment”) is made this 29th dayof June 2004 between SHOPSMITH, INC., an Ohio corporation (“Assignor”), andTHE PROVIDENT BANK (“Assignee”).
A. On even date herewith, Assignor has made and delivered its promontorynote in the amount of Two Million and 00/100 Dollars ($2,000,000.00) (the“Note”), ‘ payable to the order of Assignee.
B. This Assignment is executed and delivered as security for the paymentof the Note, including all extensions and renewals thereof and for theperformance by Assignor of the terms, covenants and conditions containedin the mortgage given by Assignor to Assignee, on even date herewith (the“Mortgage”).
NOW THEREFORE, in consideration of and as an inducement for the making of theloan evidenced by the Note, Assignor assigns, transfers and sets over toAssignee all of the right, title and interest of Assignor in and to allexisting and future leases affecting all or any part of the real property (the“Property”) situate in the Montgomery County, Ohio being more particularlydescribed on Exhibit A attached to this Assignment and made a part hereof andall modifications, renewals and extensions of those leases and all guarantees,if any, of the lessee’s obligations under those leases (the leases andguarantees, modifications, renewals and extensions being collectively referredto as the “Leases”), and, further, all of the right, title and interest ofAssignor in and to all rents, income and profits arising from the use andoccupancy of the Property (those rents, income and profits, including but notlimited to those arising from the Leases, being collectively referred to’ asthe “Rents”).
THIS ASSIGNMENT is a present and irrevocable assignment and is made for thepurpose of securing the Note, the Mortgage, this Assignment, and any securityagreements, guaranties, or other instruments of security executed now or in thefuture by Assignor for the purpose of further evidencing or securing all orpart of the indebtedness evidenced by the Note, and payment of all sumsadvanced by assignee hereunder or under any of the “Loan documents”, ashereinafter defined, together with interest thereon at the “Interest Rate”or, if applicable, the “Default Rate”, each as defined in the Note(collectively, the “Secured obligations”). The Note, the Mortgage, thisAssignment, and all such additional instruments are collectively referred to asthe “Loan Documents.”
THIS ASSIGNMENT is made on the following additional terms, covenants andconditions:
1. As long as there shall exist no default by Assignor under this Assignment orwith respect to any of the Secured Obligations which continues beyond anyapplicable period provided in the Loan Documents for curing the default (a“Default”). Assignor shall have the right to collect the Rents at the timeof, but not more than one month prior to the date provided for the
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payment the same. Assignor, without the prior written consent of Assignee, willnot cause or permit the leasehold estate under the Leases to merge withAssignor’s reversionary interest.
2. Upon or at any time after a Default, Assignee, without in any way waivingthe Default, at its option, may take possession of the Property and have. hold,manage, lease and operate the same on such terms and for such period of time asAssignee may deem proper. This action may be taken without further notice andwithout regard to the adequacy of the security for assignee’s payment andperformance of the Secured Obligations, either in person or by agent, with orwithout bringing any action or proceeding, or by a receiver appointed by acourt. Additionally, Assignee, either with or without taking possession of theProperty in its own name, may demand, sue for or otherwise collect and receiveall Rents, including those past due and unpaid. Assignee shall have full powerto make all alterations, renovations, repairs or replacements to the Propertyas may seem proper and to apply the Rents to the payment of: (a) all expensesof managing the Property, including, but not limited to, the salaries, fees andwages of a managing agent and such other employees as Assignee may deemnecessary or desirable; all taxes, charges, claims, assessments, water rents,sewer rents, and any other liens’, premiums for all insurance whirls Assigneemay deem necessary or desirable; the cost of all alterations, renovations,repairs or replacements, and all expenses incident to taking and retainingpossession of the Properly; and all other expenses of operating and maintainingthe Property; and (b) payment of the Secured Obligations, including any fundsadvanced by Assignee to perform any of Assignor’s Secured Obligations under theLoan Documents together with all costs and attorneys’ fees, in such order ofpriority as to any of the items mentioned in this Paragraph 2 as Assignee inits sole discretion may determine, The exercise by Assignee of one or more ofits rights and remedies under this Assignment shall not be deemed or construedto make Assignee a mortgagee in possession. After any Default, all Rentsreceived by Assignor shall be held by Assignor in trust for the benefit ofAssignee. Any amounts received by assignor shall be turned over to Assigneewith or without demand immediately upon receipt.
3. Assignee shill not be liable for any loss sustained by Assignor resultingfrom Assignee’s failure to let the Property after Default or from any other actor omission of Assignee either in collecting the Rents or, if Assignee shallhave taken possession of the Property, in managing the Property after Default,unless the loss is caused by the willful misconduct and bad faith of Assignee.Further, Assignee shall not be obligated to perform or discharge any obligationunder the Leases by reason of this Assignment. Assignor agrees to indemnifyAssignee for, and to hold Assignee harmless from, any and all liability, lossor damage that may be incurred under the Leases or by reason of thisAssignment, except for loss or damage due to the willful misconduct or badfaith of Assignee while in possession of the Property. This Assignment shallnot operate to place responsibility for the control, care, management or repairof the Property upon Assignee, or for the carrying out of any of the terms andconditions of the Leases; nor shall it operate to make Assignee responsible orliable for any waste committed on the Property by the tenants or any otherparties, or for any dangerous or defective condition of the Property, or forany negligence in the management, upkeep, repair or control of the Propertyresulting in loss or injury or death to any tenant, licensee, employee orstranger.
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4. The affidavit, certificate, letter or statement of any officer, agent orattorney of Assignee shall constitute conclusive evidence of the validity,effectiveness and continuing force of this Assignment, and may be relied uponby any lessee or other third person. Assignor authorizes and directs any futurelessee or occupant of any part of the Property upon receipt from Assignee ofwritten notice to the effect that Assignee is then the holder of the Note andMortgage and that a Default exists, to pay over to Assignee all Rents and tocontinue to do so until otherwise notified by Assignee.
5. Assignee may take or release other security for the payment and performanceof the Secured Obligations, may release any party primarily or secondarilyliable and may apply any other security held by it to the satisfaction of theSecured Obligations, without prejudice to any of its rights under thisAssignment.
6. Assignor agrees that it will, from time to time, upon demand by Assignee,deliver to Assignee an executed counterpart of each and every Lease thenaffecting the Property. Further, Assignor agrees that it will execute andrecord such additional assignments as Assignee may request covering any and allof the Leases. Those assignments shall be on forms approved by Assignee andAssignor agrees to pay all costs incurred in connection with the preparation,execution and recording of the assignments.
7. Assignor consents to the appointment of a receiver for the Property atAssignee’s request in the event of a Default, and agrees that the receiver mayexercise the rights and powers contained in this Assignment and shall beentitled to the benefits conveyed to Assignee by this Assignment.
8. Assignor warrants to Assignee that Assignor has not executed any priorassignment of the Leases or Rents, nor has Assignor performed any act orexecuted any other instrument that might prevent or limit Assignee’s rights oroperations under this Assignment. Assignor further warrants to Assignee thatAssignor has not executed or granted any modification of any Leases, except aspreviously disclosed in writing.
9. Assignor agrees to observe and perform all the obligations imposed upon thelessor under the Leases and not to do or permit anything to be done to impairthe security of the Leases. Assignor shall not, without Assignee’s priorwritten consent: (a) collect any of the Rents more than one month in advance ofthe time when the same shall become due (except in the case of securitydeposits); (b) execute any other assignment of lessor’s interest in the Leasesor assignment of Rents; (c) alter, modify or change the terms of the Leases orgive any consent or exercise any option required or permitted by the terms ofthe Leases; (d) cancel or terminate the Leases or accept a surrender of thesame; or (e) consent to any assignment of or subletting under the Lease.
10. Wherever used in this Assignment, the singular shall include both thesingular and plural and the use of any gender shall apply to all genders.
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11. Nothing contained in this Assignment and no act done or omitted by Assigneepursuant to this Assignment shall be deemed to be a waiver by Assignee of anyof its rights and remedies under the Note, Mortgage or other Loan Documents,Any rights and remedies under any other Loan Documents may be exercised byAssignee either prior to, simultaneously with, or subsequent to any actionunder this Assignment.
12. Any notice, demand or other instrument authorized or required to be givenor furnished under this Assignment to Assignor or Assignee shall be given inthe manner and effective at the time provided in the Mortgage.
13. The terms and conditions of this Assignment shall be binding upon Assignorand the successors and assigns of Assignor including all successors in interestin the Property, and shall inure to the benefit of Assignee and its successorsand assigns.
14. All rights, powers and remedies provided in this Assignment may beexercised only to the extent that the exercise does not violate any law and areintended to be limited to the extent necessary so that they will not renderthis Assignment invalid or unenforceable. In the event that any provisioncontained in this Assignment shall be deemed invalid, illegal or unenforceablein any respect, the validity of the remaining provisions shall be in no wayaffected.
15. This Assignment shall be construed and interpreted in accordance with thelaws of the State of Ohio.
16. ASSIGNOR WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDINGRELATING TO THIS ASSIGNMENT, THE NOTE IT SECURES, THE LOAN DOCUMENTS OR ANYTRANSACTION CONTEMPLATED HEREIN.
EXECUTED as of the date first written above.
SHOPSMITH, INC.
By: /s/ Robert L. Folkerth
Name: Robert L. Folkerth
Title: President & COO
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   STATE OF OHIO ) ) SS:COUNTY OF MONTGOMERY )
The foregoing instrument was acknowledged before me this 29th day of June 2004,by Robert L Folkerth, Pres. & COO of Shopsmith Inc., an Ohio corporation, onbehalf of the corporation.
/s/ Cheryl A Griffith
Notary Public
This Instrument Prepared by:
Karen R. Adams, Esq.
Chemesky, Heyman & Kress P.L.L.
1100 Courthouse Plaza S.W.
Dayton, Ohio 45402
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