Assignment of Rights Under Servicing Agreements
EXHIBIT
10.1
Under
Servicing Agreements
This
Assignment (“Assignment”) is made and entered into as of April 26, 2010 by and
among CLS Capital Group, LLC
(“Assignor”) and CLS Capital
Group, Inc. (“Assignee”). Assignor and Assignee are
hereinafter sometimes referred to individually as a “Party” and collectively as
the “Parties”.
WHEREAS,
Assignor is a party to Servicing Agreements with respect to a portfolio of loans
totaling $8,981,500,000 as detailed on Schedule A attached hereto and
incorporated herein by this reference (“Loan Portfolio”), and
WHEREAS,
the principals of Assignor have acquired a controlling interest in Assignee for
the purpose of operating as a publicly-reporting company and have determined
that it is in their best interests to assign Assignor’s rights under certain
Servicing Agreements to Assignee, and
WHEREAS,
Assignor’s principals will receive substantial benefit from the assignment of
the Loan Portfolio to Assignee, which will facilitate the funding of future
operations and permit expansion of the business of the principals through doing
business as a publicly-reporting company and thereby open up new funding
resources for the business.
NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein,
and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and confessed, Assignor and Assignee hereby agree as
follows:
1. Assignment. Effective
as of the date hereof, Assignor hereby assigns and transfers to Assignee, and
Assignee hereby acquires from Assignor, all of Assignor’s contract rights with
respect to the servicing of the Loan Portfolio detailed on Schedule A attached
hereto.
2. Further
Actions. Assignor covenants and agrees to warrant and defend
the sale, transfer, assignment, conveyance, grant and delivery of the rights
conveyed hereby to Assignee against all persons whomsoever, to take all steps
reasonably necessary to establish the record of Assignee’s interest therein and,
at the request of Assignee, to execute and deliver further instruments of
transfer and assignment and take such other action as Assignee may reasonably
request to more effectively transfer and assign to and vest in Assignee the
interests intended to be conveyed hereby.
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3.
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Miscellaneous.
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(a) Entire
Agreement. This Agreement constitutes the entire agreement
among the Parties and supersedes any prior understandings, agreements or
representations by or among the Parties, written or oral, with respect to the
subject matter hereof.
(b) Succession and
Assignment. This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and their respective successors and
permitted assigns. No Party may assign either this Agreement or any
of its rights, interests or obligations hereunder without the prior written
approval of the other party.
(c) Counterparts and Facsimile
Signature. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. This Agreement
may be executed by facsimile signature.
(d) Headings. The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
(e) Governing
Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Ohio without giving effect to
any choice or conflict of law provision or rule (whether of the State of Ohio or
any other jurisdiction) that would cause the application of laws of any
jurisdictions other than those of the State of Ohio. The Parties
hereby consent to the exclusive jurisdiction of the courts of the State of Ohio
located in Toledo, Ohio and the United States District Court for the Northern
District of Ohio for all disputes arising under this Agreement.
(f) Amendments and
Waivers. The Parties may mutually amend any provision of this
Agreement at any time during the term of this Agreement prior to the termination
of this Agreement. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the
Parties. No waiver of any right or remedy hereunder shall be valid
unless the same shall be in writing and signed by the party giving such
waiver. No waiver by any party with respect to any default,
misrepresentation or breach of warranty or covenant hereunder shall be deemed to
extend to any prior or subsequent default, misrepresentation or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
(g) Severability. Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent
jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the Parties agree that the court making the determination of
invalidity or unenforceability shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Agreement shall be enforceable as so
modified.
(h) Construction. The
language used in this Agreement shall be deemed to be the language chosen by the
Parties to express their mutual intent, and no rule of strict construction shall
be applied against any party. Any reference to any federal, state,
local or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires
otherwise.
(i) Remedies. Assignor shall be
entitled to enforce its rights under this Agreement specifically to recover
damages by reason of any breach of any provision or term of this Agreement and
to exercise all other rights existing in its favor. In the event of
any dispute under this Agreement, the prevailing party shall be entitled to
recover its costs incurred in connection with the resolution thereof, including
reasonable attorneys fees.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an
instrument under seal as of the date first written above.
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ASSIGNOR:
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CLS
Capital Group, LLC
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇
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Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
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Title:
Managing Member
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ASSIGNEE:
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CLS
Capital Group, Inc.
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
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Name:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
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Title:
President
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SCHEDULE
A
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||||||||
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ASSIGNED
LOAN PORTFOLIO
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||||||||
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COMPANY
|
PRINCIPAL
|
ADDRESS
|
AMOUNT
|
|||||
|
Asset
Futures Corp.
|
▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
$ | 500,000,000.00 | ||||
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Ayr
Hill Financial, LLC
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇-▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 500,000,000.00 | ||||
|
Baypointe
Properties
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 500,000,000.00 | ||||
|
B.B.
Bagels, Inc.
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 20,000,000.00 | ||||
|
Pan-Euro
Properties Group
|
Lord
▇▇▇▇▇ ▇▇▇▇▇▇▇ of Lachaber
|
Pinehouse
21;▇▇▇▇▇▇▇ Bank, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇
|
$ | 500,000,000.00 | ||||
|
Pueblo
West Rentals, LLC
|
▇▇▇▇▇▇▇
▇ ▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 500,000,000.00 | ||||
|
▇▇▇▇▇▇▇▇
Holdings, LLC
|
▇▇▇▇
▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 168,000,000.00 | ||||
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Chae
Organics, Inc.
|
▇▇▇▇▇
▇▇▇▇
|
▇▇
▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 250,000,000.00 | ||||
|
CNJ
Investments
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 120,000,000.00 | ||||
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Core
Impact Consulting
|
▇▇▇▇▇▇▇
Stay
|
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 50,000,000.00 | ||||
|
Credit
Coach
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 20,000,000.00 | ||||
|
▇▇▇▇▇
& Associates, LLC
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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▇▇▇
▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 190,000,000.00 | ||||
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Eagles'
Wings Holdings, LLC
|
▇▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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$ | 200,000,000.00 | ||||
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▇▇▇▇▇▇▇▇▇
Financial Corp.
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
Global
Bank Tower, 50th Street, 23rd FL, Panama City Republic of
Panama
|
$ | 500,000,000.00 | ||||
|
Global
Development Group, Inc.
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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$ | 500,000,000.00 | ||||
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Honu
Capital Group, LLC
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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$ | 13,500,000.00 | ||||
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Import
Car Parts of Colorado, Inc.
|
▇▇▇▇
▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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$ | 200,000,000.00 | ||||
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In
Check Technologies, Inc
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▇▇▇▇
▇▇▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇▇ ▇▇, #▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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$ | 200,000,000.00 | ||||
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International
Development Corp.
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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$ | 550,000,000.00 | ||||
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JD
Investors GA, LLC
|
▇▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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$ | 20,000,000.00 | ||||
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KB
& N Enterprises, LLC
|
▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
|
$ | 55,000,000.00 | ||||
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KKJ
Enterprises, LLC
|
▇▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
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$ | 20,000,000.00 | ||||
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K-Pro
Marketing Group, Inc.
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 20,000,000.00 | ||||
|
Lake
Shore Development, LLC
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇
▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 500,000,000.00 | ||||
|
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
$ | 250,000,000.00 | ||||
|
▇▇▇▇▇
Holdings Group, LLC
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
▇.▇.
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 100,000,000.00 | ||||
|
▇▇▇▇▇▇-▇▇▇▇▇
Asset Management, LLC
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 15,000,000.00 | ||||
|
Prosperity
Management II, LLC
|
▇▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 200,000,000.00 | ||||
|
Peace
Investments, Inc.
|
▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 500,000,000.00 | ||||
|
Radix
Properties, Inc.
|
Vanjuan
Vladimirov
|
▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 100,000,000.00 | ||||
|
Riverwalk
Partners, LLC
|
▇.
▇. ▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ # ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 304,000,000.00 | ||||
|
Safe
Harbor Financial Group, Inc.
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 500,000,000.00 | ||||
|
Shamrock
Holdings, LLC
|
▇▇▇▇
▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. #▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 40,000,000.00 | ||||
|
Smart
Chip Technologies
|
Miodrag
Miki Radivojsa
|
▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 20,000,000.00 | ||||
|
Stonelock
Media Group, Inc.
|
▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 85,000,000.00 | ||||
|
Southport
Enterprises, LLC
|
▇▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 100,000,000.00 | ||||
|
Spectra
Records, LLC
|
▇▇▇▇▇
▇▇▇▇▇
|
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 48,000,000.00 | ||||
|
Spectro
Properties, LLC
|
Maxim
Fields
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. ▇▇▇-▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 125,000,000.00 | ||||
|
TEOK
Inc.
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 69,000,000.00 | ||||
|
Tree
House Investments, LLC
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 179,000,000.00 | ||||
|
▇▇▇▇
Beydermand
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
4001
Bordeaux, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 200,000,000.00 | ||||
|
National
Apartment Investors
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
$ | 50,000,000.00 | ||||
|
Total
|
$ | 8,981,500,000.00 | ||||||