1
EXHIBIT 10.1
FIRST AMENDMENT TO
------------------
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
------------------------------------------------
This First Amendment to Amended and Restated Loan and Security
Agreement (this "Agreement") is entered into to be effective the 1st day of
February, 1998, among THE PROVIDENT BANK (the "Bank") and CARDINAL REALTY
SERVICES, INC., CARDINAL APARTMENT MANAGEMENT GROUP, INC., CARDINAL GP VIII
CORPORATION, CARDINAL GP X CORPORATION, CARDINAL APARTMENT SERVICES, INC.,
CARDINAL GP XII CORPORATION, CARDINAL INDUSTRIES DEVELOPMENT CORPORATION,
CARDINAL ANCILLARY INSURANCE AGENCY, INC., AN OHIO CORPORATION, CARDINAL
ANCILLARY INSURANCE AGENCY, INC., A DELAWARE CORPORATION, CARDINAL INDUSTRIES
OF FLORIDA SERVICES CORPORATION, CARDINAL INDUSTRIES OF GEORGIA SERVICES
CORPORATION, CARDINAL INDUSTRIES OF TEXAS, INC., CARDINAL INDUSTRIES SERVICES
CORPORATION, CARDINAL REALTY COMPANY, CARDINAL REGULATORY OF KENTUCKY, INC.,
CARDINAL REGULATORY OF WEST VIRGINIA, INC., CII OF PENNSYLVANIA, INC., R/E
MANAGEMENT SERVICES, INC., XXXXXX PLACE LIMITED LIABILITY COMPANY, LEXFORD
PROPERTIES OF COLORADO, INC., LEXFORD NORTHWEST, INC., CARDINAL GP XIII
CORPORATION, CARDINAL GP XIV CORPORATION, CARDINAL GP XV CORPORATION, CARDINAL
XX XXX CORPORATION, CARDINAL GP XVII CORPORATION, CARDINAL GP XVIII
CORPORATION, CARDINAL GP XIX CORPORATION, FKA CARDINAL GP XIX CORPORATION,
PREMIERE MANAGEMENT COMPANY, INC., LEAF ASSET MANAGEMENT, INC., LEXFORD
PROPERTIES, INC., AND LEXFORD RESIDENTIAL TRUST jointly and severally (herein
each a "Company" or collectively, the "Companies").
R E C I T A L S:
I. The Companies (except for the REIT (as defined herein)) and the
Bank entered into an Amended and Restated Loan and Security Agreement dated
September 30, 1997, (the "Loan Agreement") and various loan documents executed
in connection therewith (the "Loan Documents"), including but not limited to a
Cognovit Promissory Note for a revolving line of credit in the maximum amount
of $35,000,000.00 (the "Note"); and
II. Lexford Properties, Inc. ("Lexford") intends to convert from a
corporation to a Maryland real estate investment trust to be known as Lexford
Residential Trust (the "REIT") and, subject to the conditions set forth herein,
the Bank has consented to such conversion; and
III. The REIT will remain liable for all of the obligations of Lexford
under the Loan Agreement, the Loan Documents and the Note; and
IV. The Bank has agreed to lend the REIT the additional sum of
$5,000,000.00 on the terms set forth below.
V. The Companies are (a) consolidating syndicated properties to
include acquiring beneficial ownership of limited partnership interests in its
Syndicated
2
Partnerships formerly held by third parties and (b) conveying the assets of
Lexford Properties, Inc. ("LPI") related to the conduct of LPI's third party
multifamily residential real property fee management business (including,
without limitation, all Equipment, Accounts, Intangibles, Instruments, Chattel
Paper, Deposits, and Stock owned by LPI related to such business) pursuant to
the terms of that certain Xxxx of Sale, Assignment and Assumption Agreement
dated February 20, 1998 by and between LPI and Lexford Property Management,
Inc., an Ohio Corporation (the "Xxxx of Sale").
VI. Terms used without definition in this Agreement have the meanings
given them in the Loan Agreement.
.
NOW, THEREFORE the Loan Agreement is amended as follows:
1. CONSENT OF BANK. Provided that Lexford obtains the approval of its
shareholders if required by law, and provided further that Lexford obtains all
necessary governmental and regulatory consents, including but not limited to
the approval of the SEC, the Bank hereby consents to the conversion of Lexford
to a Maryland real estate investment trust to be known as Lexford Residential
Trust. The Companies agree that all of the obligations of Lexford shall be
assumed by the REIT and that the REIT shall be jointly and severally liable to
the Bank for all indebtedness of the Companies pursuant to the Loan Agreement
as amended by this Amendment to the Loan Agreement as if the REIT were an
original party to said Agreements, including the Note and a term loan due March
1, 2001 in the original amount of $7,000,000, together with interest at the
rate of 7.25% per annum and a principal balance of $4,623,419.79 as of January
31, 1998 (the "Term Loan"). Furthermore, the Bank consents to (a) the fact that
the Companies are consolidating syndicated properties by way of acquiring
beneficial ownership of limited partnership interests in the Syndicated
Partnerships formerly held by third parties and (b) LPI's consummation of the
transactions contemplated by the Xxxx of Sale (the "Third Party Management
Sale"). In furtherance of its consent to the Third Party Management Sale, Bank
hereby releases and forever discharges all assets conveyed by LPI to Lexford
Property Management, Inc. pursuant to the Xxxx of Sale from the lien of the
Security Interest in favor of Bank thereon created and granted by the Loan
Agreement. At LPI's reasonable request and at LPI's expense, Bank will take all
such further action and execute and deliver all such further documents,
agreements, and instruments as may be necessary to evidence or give public
notice of Bank's release of Security Interest effected by this Agreement.
2. ADDITIONAL LOANS. The Bank, subject to the terms and conditions hereof, will
make an additional revolving line of credit loan of $5,000,000 (the "New Loan")
to the Companies to be used for working capital. The New Loan will bear
interest at the Bank's prime interest rate less one percent (1%) and will be
evidenced by a Promissory Note (the "New Note") in the form attached hereto as
Exhibit A. The New Loan shall be secured by the security interests provided in
the Loan Agreement or any other security agreements, pledge agreements or other
security instruments executed prior to the date hereof or in connection with
the Loan Agreement, this Amendment or executed after the date hereof among the
Bank and the Companies and shall be subject to all other terms and conditions
set forth in the Loan Agreement.
2
3
3. THE REVOLVING LINE OF CREDIT LOAN. The Companies and the Bank agree that the
Revolving Line of Credit Loan is secured by the security interests provided in
the Loan Agreement or any other security agreements, pledge agreements or other
security instruments executed prior to the date hereof or in connection with
the Loan Agreement, this Amendment or executed after the date hereof among the
Bank and the Companies.
4. EFFECT ON LOAN AGREEMENT. The Companies acknowledge that the modifications
contained in this Amendment shall not be construed to operate to release,
discharge, modify or affect the original liability of the Companies under the
Loan Agreement, the Note or the Term Note. The Companies further acknowledge
that all of the terms and conditions of the Loan Agreement, including but not
limited to, the Company Business Covenants in Section 5 of the Loan Agreement
remain unmodified and in full force and effect. The Companies hereby reaffirm
and restate each of the Warranties and Representations set forth in Section 4
of the Loan Agreements as if fully rewritten in this Amendment.
5. SURVIVAL, SUCCESSORS, AND ASSIGNS. All warranties, representations, and
covenants made by the Companies herein or on any certificate or other
instrument delivered by it or on its behalf under this Amendment shall be
considered to have been relied upon by the Bank and shall survive the closing
of the New Loan or this Amendment regardless of any investigation made by the
Bank on its behalf. All statements in any such certificate or other instrument
shall constitute warranties and representations by the Companies. This
Amendment shall inure to the benefit of and be binding upon the heirs,
successors and assigns of each of the parties.
6. AMENDMENT AND WAIVER, DUPLICATE ORIGINALS. This Agreement may be amended,
and the observance of any term of this Agreement may be waived, with (and only
with) the written consent of the Companies and the Bank; PROVIDED HOWEVER that
nothing herein shall change the Bank's sole discretion (as set forth the Loan
Agreement) to make advances, determinations, decisions, or to take or refrain
from taking other actions. No delay or failure or other course of conduct by
the Bank in the exercise of any power or right shall operate as a waiver
thereof; nor shall any single or partial exercise of the same preclude any
other or further exercise thereof, or the exercise of any other power or right.
Two or more duplicate originals of this Amendment may be signed by the parties,
each of which shall be an original but all of which together shall constitute
one and the same instrument.
7. ENFORCEABILITY AND GOVERNING LAW. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction, as to such jurisdiction, shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. No delay or omission on
the part of the Bank in exercising any right shall operate as a waiver of such
right or any other right. All of the Bank's rights and remedies, whether
evidenced hereby or by any other agreement or instruments, shall be cumulative
and may be exercised singularly or concurrently. This Amendment shall be
governed by and construed in
3
4
accordance with the laws of the State of Ohio. The Companies agree that any
legal suit, action or proceeding arising out of or relating to this Agreement
may be instituted in a state or federal court of appropriate subject matter
jurisdiction in the State of Ohio; waive any objection which they may have now
or hereafter to the venue of any suit, action, or proceeding in any such court;
and irrevocably submit to the jurisdiction of any such court in any such suit,
action, or proceeding.
8. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AMENDMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR
CAUSE OF ACTION (1) ARISING UNDER THE LOAN AGREEMENT, THIS AMENDMENT OR ANY
OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
9. ADVERTISING. The Companies agree that the Bank may advertise or otherwise
disclose for marketing purposes the extent and nature of the credit extended or
to be extended and other services provided to the Companies by the Bank in
connection with or relating in any way to the New Loan. The Companies have the
right of advance inspection and approval of all advertising (using their name)
not to be unreasonably withheld or delayed.
10. SINGULAR AND PLURAL; JOINT AND SEVERAL LIABILITY. As used in this
Agreement, the singular shall include the plural, the plural the singular and
the use of masculine, feminine, or neuter gender shall include all genders, as
the context may require. Reference in this Agreement to any one or more of the
Companies shall mean all of the Companies, jointly and severally; therefore the
obligations of the Companies in this Agreement shall be the joint and several
liability of each such Company.
11. WARRANT OF ATTORNEY. With full knowledge of all constitutional rights, if
any payment under the Note, the Term Note or the New Note is not received by
the Bank on or before the date when due, or should default be made in the
performance or observance of the covenants and agreements of this Agreement or
any of the other loan documents evidencing the Loan, after any applicable
notice or period of grace, the Companies hereby authorize and empower any
attorney of any court of record within the United States of
4
5
America or elsewhere to appear for the Companies and, with or without complaint
filed, confess judgment or a series of judgments against the Companies in favor
of the Bank as of any time, present, or future, for the then due and unpaid
balance or balances of the principal, interest, late charges, and collections
expenses evidenced by the Note, or any part thereof, together with the costs of
the suit, and to waive and release all errors in said proceedings and petitions
in error and the right to appeal from the judgment rendered, on which judgment
or judgments one or more executions may issue forthwith; and for so doing this
Agreement or a copy thereof verified by affidavit shall be a sufficient
warrant. The foregoing warrant of attorney shall survive any judgment rendered
pursuant to the Note, and if any such judgment be vacated for any reason, the
Bank nevertheless may thereafter use the foregoing warrant of attorney to
obtain an additional judgment or judgments against the Companies.
SIGNED AND ACKNOWLEDGED:
The Provident Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. XxXxxxxx
Its: Vice President
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Realty Services, Inc.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
5
6
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Apartment Management Group, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal GP VIII Corporation
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
6
7
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal GP X Corporation
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Apartment Services, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
7
8
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal GP XII Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Industries Development Corporation
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
8
9
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Ancillary Insurance Agency, Inc.,
an Ohio Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Ancillary Insurance Agency, Inc.,
A Delaware Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
9
10
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Industries of Florida Services
Corporation
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Industries of Georgia Services
Corporation
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
10
11
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Industries of Texas, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Industries Services
Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
11
12
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Realty Company
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Regulatory of Kentucky, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
12
13
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal Regulatory of West Virginia, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
CII of Pennsylvania, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
13
14
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
R/E Management Services, Inc.
BY: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Xxxxxx Place Limited Liability Company
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
14
15
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Lexford Properties of Colorado, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Lexford Northwest, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
15
16
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal GP XIII Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal GP XIV Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
16
17
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal GP XV Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal XX XXX Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
17
18
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal GP XVII Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal GP XVIII Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
18
19
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Cardinal LP XIX Corporation,
fka Cardinal GP XIX Corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Premiere Management Company, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
19
20
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
LEAF Asset Management, Inc.
By: /S/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Lexford Properties, Inc.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
20
21
WARNING--BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).
Lexford Residential Trust.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx,
Its: Chief Executive Officer
21
