CONDITIONAL ASSIGNMENT OF LEASE
LYTTON INCORPORATED, whose address is 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxx
("Tenant" or Assignor"), a Delaware corporation, as tenant under a certain
Lease with Xxxxxxx Avenue Properties, Ltd., whose address is 0000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxx ("Landlord"), a limited liability company, which Lease
is dated August 1, 1997, and is for property at 0000 Xxxxxxx Xxxxxx, Xxxx xx
Xxxxxx, Xxxxxxxxxx Xxxxxx, Xxxx, as more fully described on Exhibit A
attached hereto, hereby assigns all of its right, title and interest as
Tenant under said Lease to THE PROVIDENT BANK, 00 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxx 00000 ("Assignee"), as security
for the indebtedness of Tenant to the Assignee under that certain Loan
Agreement dated April 14, 1995 and amended July 31, 1997, April 29, 1998,
September 8, 1998, June 30, 1999 and February 9, 2000 ("Loan Agreement"),
on the condition that this Assignment shall take effect only if (i) Tenant
defaults in any of its obligations under said Lease, or (ii) Tenant defaults
in any of its obligations to the Assignees under the Loan Agreement.
In the event this Assignment takes effect pursuant to the preceding
paragraph, the Assignee may at its option, assume all of the obligations,
rights and privileges of Tenant under said Lease by serving written notice
upon Xxxxxx and Landlord, provided that Assignee will not be responsible
for obligations of Tenant prior to the date such notice is given.
Tenant warrants that the Lease shall not be cancelled or modified in any
manner without the prior written approval of Assignee. Tenant has made no
other assignment or sublease of its rights under the Lease, and Tenant shall
not sell, transfer, pledge or assign its interest under the Lease without
Assignee's prior written approval.
IN WITNESS WHEREOF, the undersigned has executed this Assignment as of
the 9th day of February, 2000.
LYTTON INCORPORATED,
a Delaware corporation
/s/ Xxxx Xxxxx Xxxxxxx /s/ Xxxxx Xxxxx
---------------------------------- By---------------------------------
Xxxxx Xxxxx
/s/ Xxxxxxxx X. Xxxxxx Its Chief Financial Officer
----------------------------------
STATE OF OHIO, COUNTY OF XXXXXXXXXX, XX:
The foregoing instrument was acknowledged before me this 9th day of
February, 2000, by Xxxxx Xxxxx, the Chief Financial Officer of Lytton
Incorporated, a Delaware corporation, on behalf of said corporation.
/s/X. Xxxxxxx Xxxxxx
-----------------------------------
Attorney at Law,Ohio
THIS INSTRUMENT PREPARED BY:
X. Xxxxxxx Xxxxxx, Esq.
Xxxxxxxx, Wall, Xxxxxxx & Lombard Co. LPA
00 Xxxx Xxxxx Xxxxxx, Xxx 000
Xxxxxx, Xxxx 00000
LANDLORD WAIVER AND CONSENT
XXXXXXX AVENUE PROPERTIES, LTD., an Ohio limited liability company,
("Landlord"), the Landlord under the above referenced Lease with Lytton
Incorporated ("Tenant"), hereby acknowledges and consents to the foregoing
Conditional Assignment of Lease to The Provident Bank ("Assignee"). Xxxxxxxx
further agrees to notify Assignee in writing of any default by Xxxxxx under
the terms of the Lease and to allow Assignee a reasonable opportunity to
cure said default (not less than fifteen (15) days after notice to Assignee),
before Landlord exercises any of its rights upon default. Landlord further
agrees that, in the event this Conditional Assignment becomes effective,
Assignee, may, at its option, occupy the Premises and exercise all of
Tenant's rights under the Lease, provided that Assignee perform all
obligations of Tenant from and after the date Assignee take possession of
the Premises. Assignee also shall have the right to further assign their
rights under said Lease with the consent of Landlord, which consent shall
not be unreasonably withheld.
IN WITNESS WHEREOF, this Consent has been executed as of the 24th day of
February, 2000.
WITNESSES: XXXXXXX AVENUE PROPERTIES, LTD.
an Ohio general partnership
/s/ Xxxxxx Xxxx /s/ Xxxxxx Xxxxxxxx
---------------------------------- By---------------------------------
Its Managing Member
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
STATE OF OHIO, COUNTY OF XXXXXXXXXX, XX:
The foregoing instrument was acknowledged before me this 24th day of
February, 2000, by Xxxxxx Xxxxxxxx, the Managing Member of Xxxxxxx Avenue
Properties, Ltd., an Ohio limited liability company, on behalf of said
company.
/s/ Xxxxxxx Xxxxx
-----------------------------------
Notary Public
This instrument prepared by:
X. Xxxxxxx Xxxxxx, Esq.
Xxxxxxxx, Wall, Xxxxxxx & Lombard Co. LPA
00 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
