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D9205'- w49
IN THE COURT OF COMMON PLEAS 2
FOR FRANKLIN COUNTY, OIIIO . 2a mE
BS
IN RE DISSOLUTION OF: : CASENO 09CVH.06-8491 B B=.
So ES
Zo
CORD CAMERA CENTERS, INC. : JUDGE JOHN P. BESSEY 2g ° aE"
ce =x oO
23 Ze
RECEIVER'S PARTIAL RESPONSE TO 2 an oF
NIKON OBJECTION TO SALE PROCEDURES 2
Now comes Kenneth J .cachman, the court-appointed receiver herein (the "Recciver.") by and
through the undersigned counsel, and herem files a partial response to Nikon’s Objection to the
Receiver’s motion for approval of sale procedures This partial response speaks solely and directly
to the issue of licn priority raised within that objection. The Receiver reserves the right to respond to
any and all other objections raised therein.
Within Nikon’s objection, it raises the issuc of whether adequate proof has been introduced
to support the Receiver’s position that Colfax Financial, LLC holds the first and best licn interest as
to substantially all the assets of Cord Camera Centers. Inc (herein “Cord”). The Receiver recogmizes
that Leaf Funding holds a purchase moncy security interest as to certain specific items, and therefore
holds the first lien position as to those items
In support of the conclusion that Colfax Financtal’s has the first lien position as to
substantially all of the Cord Assets, the Receiver attaches hereto as Exhibit A the September 2004
UCC-1 Statement as between Huntington National Bank (herein “HNB™) and Cord, a subsequent
UCC-3 amendment of collateral, and the UCC-3 assigning IINB"s UCC position to Colfax Financial
on May 8, 2009. Thus, HNB’s security interest in the Cord assets arose NOT in 2008 as Nikon
seems to suggest, but mm 2004, prior to the existence of Colfax Financial, Inc.
In the interest of full disclosure, a UCC-3 continuation was filed by LINB on June 9, 2009.
Page | of 4
VR RECEIVERSHIPS Cond Ouneryenag parva respons 9d 0 doe
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However, IINB’s interest having been previously assigned, this filing 1s a nullity.
Additionalty. the Receiver attaches hereto as Exhibit B. a certain Sale and Assignment
Agreement as between HNB and Colfay Financial dated September 5, 2008, whereby ITNB conveys
to Colfax for good considcration, the debt owed to HNB by Cord and the security interest in Cord’s
assets. ‘This document forms the Jega) and factual support for the UCC-3 Assignment to Colfax
Financial
Based on same, the Reveiver has determined that Colfax Financial holds the first and best
lien as to substantially all the assets of Cord
Respectfully submitted,
Ce by
Myron N. Terleck: (0018628)
Aaron C. Firstenberger (0072261)
Attorneys for Receiver
STRIP, HOPPERS, LEITHART, MCGRATH
& TERLECKY Co., L.P.A.
575 South Third Street
Columbus, Ohio 43215
(614) 228-6345 (telephone)
(614) 228-6369 (facsimile)
Page 2 of 4
RARALCHTYRSHIPSC rd Comer Pentngpatal apo 8 109d,D9205°- W51
CERTIFICATE OF SERVICE
[hereby certify that a true and accurate copy of the foregoing Reeeiver’s Partial Response
To Nikon Objection To Sale Procedures has been served via regular U S$ Mail, postage pre-paid.
on this _'3_ day of August, 2009, upon:
Mr. Kenncth B. Leachman
Insight Business Solutions, LLC
1463 Briarmeadow Drive
Columbus, OH 43235
fs Receiver
J. Matthew Fisher, Esquire
Allen, Kuchnie. Stovall & Neuman, |.LP
17 South High Street, Ste. 12290
Columbus. O1} 43215
Attorney for Colfax Financial, Ine
C. William Klausman, Esquire
Wiles, Boyle. Burkholder &
Rringardner Co, L.P.A.
300 Spruce Street. Floor One
Columbus. OH 43215
Attorney for Baesmun Printing Corporation
Stephen A Santangelo, Esquire
Weltman, Weinberg & Reis Co. 1..P A.
175 South Third Street, Ste. 900
Columbus, OH 43215
Attorney for Gordon Flesch Company, inc
Scott A King, Esquire
Thompson Hine, LLP
2000 Courthouse Plaza NE
10 West Second Street
Dayton, OH 45402
Attorney for Leaf Funding, Inc
David Srmonctte, Esquire
Simonette Law Firm, Inc.
503 South Front Street, Ste 210
Columbus, OH 43215
Attorney for Cord Camera Centers, Inc
Kevin L. String. Esquire
23 North Franklin Street
Suite 11
Chagrin Falls, OH 44022
Attorney for United Stationers Supply Co
Thomas B. ‘Talbot, Jr.. Esquire
Valbot & Ducker
P.O. Bow 384
Wright Brothers Station
Dayton, OH 45409
Attorney for Dayton Newspapers, Inc dba
Dayton Daily News
Lorainn E. Fuhrer, Esquire
Christy A. Prince, Esquire
Kegler, Brown, Till & Ritter
65 East State Street, Ste. 1800
Columbus, OIL 43215
Attorneys for Lawncare Company. LLC
Scott S. Weltman, Esquire
Weltman, Weinberg & Reis Co.. L.P A.
323 Lakeside Avenue West
Cleveland, OH 44313
Attorney for The Plain Dealer Pubhshing Co.
Page 3 of 4
FB RARCHVEPSHIPSCord Camera Moning: pani raporee 061209 docD9205
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Mark J. Sheriff, Esquire
Wiles, Boyle, Burkholder
& Bringardner Co.. L.P.A
300 Spruce Street, Floor One
Columbus, OH 43215
Attorney for RGIS Inventory Specialists
Fredenck M. Luper, Esquire
Luper Neidenthal & l.ogan
1200 LeVeque Tower
50 West Broad Street
Columbus. OH 43215-3374\
Greg Schwed, Esquire
Loeb & Loeb LLP
345 Park Avenue (18th [loor)
New York, New York 10154
Attorney for Photographic Research
Organization
RARRLOLALRUAPS Cord Corre Phenling pr at cence (8 Ue ee
Michael J. Alerding, Esquire
Alerding Castors, LLP
47S Pennsylvania Street
Suite 700
Indianapolis, IN. 46204
Attorney for Exactrarget, Ine
Kevin D Barnes. Esquire
Taft Stettinus & Lollister LLP
260 Public Square, Suite 3500
Cleveland. OI[ 44114-2302
Keith M. Karr. Esquire
David W Culley, Esquire
“Karr & Sherman Co., 1 P.A.
Two Miranova Place, Ste. 410
Columbus. OL] 43215
Attorneys for Microman, Inc
Aaron C. Cpt Esq. (0072261)
Page 4 of 4D9205'- W53
DocIb-> 200425701410
Filed at Ohio Secretary of State 09/10/2004 09:00 AM FILE# OH00081396063
‘Al of the personal property of Debtor described below, wherever Ibcated, and now owned or
hereafter acquired: Accounts, Chaitel paper, Electronic chattel paper, bmg ese lal
Investment Property, Documents, Deposit accounts, Letter-of-credh rights, Genoral Intangibles
(rokcirg Guftrare ead Papert reshies) Supporting utgatons ent tow anand rettstod
have 2s original collateral, Proceeds and Products of the foregoing, 23 well as ell such colatesal
Goquired by the Debtor efter the execution of this Agreement (each ceplaitzed term uned herein
‘which lp defined in Artide 8 of the UCG or Revised Arficie 0 of the UCG hes the meaning ascribed to
such tenn therein).
7 ana oan Loncbeppuaisomnad ,
EXHIBIT
Page t 1D9205 - wa
Doc D—> 200822400294
Filed st Ohio Georetary of State 08/08/2008 09:00 AM FILE# 20082240270
secne nov ME Stare
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Page 1D9205
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Doc —> 200622400294
EXHIBIT TO FINANCING STATEMENT
All of the Debtor's persona! property end ffatures inching, veithout imitation, tie
(@) All equipment;
®) = All Inventory;
© = All accounts;
All chattel paper (including electronic chattel pepe);
© Alt general brtangibles Gnchuding software end paymseat intangibles),
~All instruments,
@® All Investment property;
@) All documents;
a
All deposit accounts, including, without Imitation, those maintained with a bank
and those maintained with any non-bank financial institotion, ead all money; and
@ «= All ketier-of-credit rights,
‘whether the Debtor's interest therein be as owner, co-owner, lessee, consigncs, secnted party or
otherwise, and whether the same be now owned or existing or hereafter arising or acquired, ond
‘Wherever located, together with all substitutions, replacements, additions, socessions end
wupporting obligations therefor or thereto, all books and records relating thereto, all products
thereof’ and all cash and non-cash proceeds thereof (All of the foregoing types of personal
Broperty and fixtures are collectively termed "Collateral ")
To the extent that terms used in the foregoing categories of Coltsteral are defined in the
‘Uniform Commercial Code (Coxda"), such terms shall have the meanings ascribed in ed shall
be interpreted in accordance with the Code as preseaty sod ms hereafter enacted in the State of
Tate A purchase of chattel paper from the Debtor would violate the rights of the Secured
ty,
Page 2DOQRDP —= = werepetstoot70
Flled at Ohio Secretary of State 05/08/2009 09°00 AM FILE# 20091310194
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Page 1DOB ~> W52Postedss168
UCC FINANCING STATEMENT
CONTACT INFORMATION FOR FILER
FilaNumbes: 20091800164
Date Filed: 06/08/2000 09:30 AM
Jennifer Brunner
‘Secretary of State
CONTACT EMAL
SOBACKGUCCOIRECT.COM
CONTACT!
NAME,
UCC DIRECT SERVICES:
CONTACT PHONE
Tnsessdent
CONTACT FAX
SEND ACKNOWLEDGMENT TO"
CLIENT ACCOUNT #
au
INDIVIDUALS LAST NAME.
SERVICES
(MAILING ADORESS
P.O. BOX 3248
ony
HOUSTON
eTaT
FIUNG TYPE
AMENDMENT ACTION
"ALTERNATE NAME DESIGNATION
ALTERNATE FILING TYPE:
CONTIMUATION
(ADDMTIONAL INFORMATION
MATURITY DATE
(CURRENT MAME
AFFECTED PARTY
INOMOUAL'S LAST NAME
(MIDDLE NAME ‘SUrFK
fenestra
FIRST NAME
JORGANIZATION NAME:
[THE HUNTINGTOH NATIONAL BANK
Page 1D9205°- w58
265892 1v2
SALE AND ASSIGNMENT AGREEMENT
This Sale and Assignment Agrecment (this “Assignment") ts dated as of September 5,
2008 and 1s executed by and between THE HUNTINGTON NATIONAL BANK, a national
banking association having a place of business at 44 South High Street, Columbus, Ohio 43215,
as assignor (the "Assignor"), and COLFAX FINANCIAL, LLC, an Ohio limited lability
company having a place of business at 2030 Dividend Drive, Columbus, Ohio 43228, as assignee
(the “Assignee”). (The Assignor and the Assignee are hereinafter sometimes referred to
collectively as the “Parties").
RECITALS
WHEREAS, the Assignor, as lender, and CORD CAMERA CENTERS, INC., as
borrower (the "Borrower"), are patties to a certain Loan and Security Agreement (as amended
from time to time, the "oan Agreement") dated as of September 9, 2004; and
WHEREAS, the Borrower, as debtor, executed in favor of the Assignor, as secured party,
a certain Commercial Security Agreement (the "2005 Security Agreement") dated as of
October 5, 2005, pursuant to the terms of which the Borrower granted to the Assignor a security
interest in the certain personal property of the Borrower in order to secure all present and future
indebtedness owing by the Borrower to the Assignor; and
WIIERFAS, the Borrower, as debtor, executed in favor of the Assignor, as secured party,
a certain Secunty Agreement (the "2008 Sccurity Agreement") dated as of July 22, 2008,
pursuant to the terms of which the Borrower granted to the Assignor a security interest in the
certain personal property of the Borrower in order to secure ali present and future indebtedness
owing by the Borrower to the Assignor; and
WHEREAS, the Borrower, as maker, executed in favor of the Assignor, as payce, a
certain $4,000,000.00 Line of Credit Note (as amended from time to time, infer alta, to increase
the principal amount thereof to $10,000,000.00 on a seasonal basis, the "Revolving Note") dated
as of September 9, 2004; and
WHEREAS, the Borrower, as maker, executed in favor of the Assignor, as payee, a
certain $28,800.00 Promissory Note (the "First Term Note") dated as of October 5, 2005; and
WHEREAS, the Borrower, as maker, executed im favor of the Assignor, as payee, a
certain $1,700,000 00 Term Note (the "Second Term Note") dated as of Junc 16, 2006, and
WHEREAS, the Borrower, as maker, executed in favor of the Assignor, as payee, a
certain $500,000 00 Term Note (the “Third Term Note") dated as of June 16, 2006; and
WHEREAS, the Borrower, as maker, executed in favor of the Assignor, as payee, a
certain $276,688 00 Promissory Note (the "Fourth Term Note”) dated as of July 27, 2007 (theD9205
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First Term Note, the Second Term Note, the Third Term Note and the Fourth Term Note are
hereinafter sometimes referred to collectively as the "Term Notes"); and
WHEREAS, the Borrower, as lessee, and the Assignor, as lessor, entered into a certain
Master Lease Agreement {as amended from time to time and as supplemented from time to time
by all schedules thereto, the "Huntington Lease Agreement") dated as of March 22, 2005, and
WHEREAS. the Borrower, as lessec, and LeaseNet Group, LLC, an Ohio limited liability
company (successor by merger to LeascNet Group, Inc , an Ohio corporation) ("LeaseNet), as
lessor, entered into a certain Master Leasc Agrecment (as amended from time to time and as
supplemented from time to time by all schedules thercto, the “LeaseNet Lease Aprcement")
dated as of November 17, 2005 (the Loan Agreement, the 2005 Security Agreement, the 2008
Security Agreement, the Revolving Note, the Term Notes, the Huntington Lease Agreement, the
LeaseNet Lease Agrecment and all related documents, instruments and agreements (including,
without Imitation, all related documents, instruments and agreements prepared by Carlile
Patchen & Murphy LLP) are heremafter sometimes referred to collectively as the “Credit
Documents”); and
WIIEREAS, LeaseNet assigned the LeaseNet Lease Agreement to the Assignor on or
about August 26, 2008; and
WHEREAS, the Assignor desircs to sell and assign the Credit Documents to the
Assignee, and the Assignee desires to purchase and assume the Credit Documents from the
Assignor.
NOW, THEREFORE, the Parties hercto hereby agree as follows:
AGREEMENT
L. Assi t_and ion. The Assignor hereby sells and assigns to the
Assignee, WITHOUT RECOURSE, and the Assignee hereby purchases and assumes from the
Assignor, all of the Assignor's nghts, interests, claims, duties, responsibilities and obligations in
and under the Credit Documents, such that alter giving effect to this Assignment, the Assignee
shall have purchased pursuant to this Assignment all of the Assignor's rights, interests, claims,
duties, responsibilities and obligations in and under the Credit Documents, and the Assignor
shall have no further rights, interests, claims, duties, responsibilities and obligations in and under
the Credit Documents; provided, however, that nothing set forth in this Assignment or any
related document, instrument or agreement shall in any way release, discharge, limit, impair or
diminish (a) any rights, interests or claims of the Assignor arising under or in connection with
the Credit Documents that the Assignor may have or may hereafter acquire under the terms of
any security agrecment, assignment or similar agreement (or any document, instrument or
agreement relating thereto) exccuted by the Assignee in favor of the Assignor, or (b) any claims,
actions or causes of action of the Assignor arising under or in connection with the Credit
Documents that the Assignor may have or may hereafter acquire with respect to certain actionsD9205 - wéeo
2658921 v2
and/or omissions of Carlile Patchen & Murphy LLP, ail of which claims, achons and causes of
action are hereby expressly retained by and preserved for the benefit of the Assignor.
2. Payment Obligations. For and in consideration of the sale and assignment made
by the Assignor to the Assignee under the terms of this Assignment, the Assignee shall pay to the
Assignor, on the Effective Date, the sum of $4,000,000.00. On and after the Effective Date, the
Assignee shall be entitled to receive all payments of principal, interest and fees thereafter ansing
under or in connection with the Credit Documents; provided, however, that nothing set forth in
this Section 2 shall in any way release, discharge, lumit, umpair or diminish any rights, interests
or claims of the Assignor arising under or in connection with the Credit Documents that the
Assignor may have or may hereafter acquire under the terms of any security agreement,
assignment or similar agreement (or any document, instrument or agreement relating thereto)
executed by the Assignee in favor of the Assignor.
3. Representations of Assignor; Limitations on Assignor's Liability The Assignor
tepresents and warrants that (a) it is the legal and beneficial owner of the all interests under the
Credit Documents bemg assigned by the Assignor hereunder, (b) such interests are free and clear
of any adverse claim created by the Assignor, and (c) the execution and delivery of this
Assignment by the Assignor is duly authorized. It is understood and agreed that the assignment
and assumption made under this Assignment are made to the Assignee WITHOUT RECOURSE
to the Assignor and that the Assignor makes no other representation or warranty of any kind to
the Assignee. Neither the Assignor nor any of its officers, directors, employees, agenis or
attorneys shall be responsible for (i) the due execution, legality, validity, cnforceahility,
genuinencss, sufficiency or collectibility of any Credit Document, including, without limitation,
documents granting to the Assignor a secunty interest in assets of the Borrower or any guarantor,
(ii) any representation, warranty or statement made in or in connection with any of the Credit
Documents, (ii1) the financial condition or creditworthiness of the Borrower or any guarantor,
(iv) the performance of or compliance with any of the terms or provisions of any of the Credit
Documents by the Assignor or the Borrower, (v) the mspection of any of the property, books or
records of the Borrower or any guarantor, (v1) the validity, enforceability, perfection, priority,
condition, value or sufficiency of any collatcral securing or purporting to secure the Credit
Documents, including, without limitation, the Huntington Lease Agreement, the LeaseNet Lease
Agreement, the Revolving Note or any of the Term Notes, or (vii) any mistake, error of
judgment, or action taken or omitted to be taken in conncction with the Huntington Lease
Agreement, the LeaseNet Lease Agreement, the Loan Agreement, the Revolving Note, any the
Term Note or any other Credit Document, or the servicing of the indebtedness arising under or in
connection with the Credit Documents
4. Representations and Undertakings of the Assignee. The Assignee (a) confirms
that it has received the original Loan Agreement, 2005 Security Agreement, 2008 Secunty
Agreement, Revolvmg Note, Term Notes, the Huntington Lease Agreement and the LeaseNet
Lease Agreement, and such other information and copies of such other documents and
agreements as 1t has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment, (b) agrees that it will, independently and without reliance on the Assignor
and based on such documents and information at it shall deem appropriate at the timc, continue
to make its own credit decisions in taking or not taking action under the Credit Documents,D9205 - W61
265892102
(c) confirms that the execution and delivery of this Assignment by the Assignec is duly
authonzed, and (d) agrees to mdemmufy and hold the Assignor harmless against all losses, costs
and expenses (including reasonable attomeys' fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignee’s non-performance of the nights,
duties, responsibilities and obligations assumed under this Assignment.
5. Notices. All communications under this Assignment or under the other
documents, agreements or instruments executed pursuant hereto shall be in writing and shall be
mailed by certified mail, postage prepaid, or sent by {elccopier or by commercial overnight
courier:
(a) 1f to the Assignee, at the following address, or at such other address as may have been
furnished 1n writing to the Assignor by the Assignee
Colfax Financial, LLC
c/o Cord Camera Centers, Inc Telephone: 614-343-5000
2030 Dividend Drive Telecopier. 614-343-7686
Columbus, Ohio 43228
Attn: Steven L Cordle
(b) if to the Assignor, at the followmg address, or at such other address as may have been
furnished in writing to the Assignee by the Assignor
Mail Address: ut dress:
The Huntington National Bank The Huntington National Bank
41 South High Street (HC0733) 41 South High Street, 7th Floor
Columbus, Ohio 43215 Columbus, Ohio 43215
Attn’ Special Assets Group Attn. Special Assets Group
Senior Vice President Senior Vice President
Telccopier’ 614-480-3795 Telephone: 614-480-4743
Any notice so addressed, and if mailed by certified mail shall be deemed to be given on
the second business day following the postmark date, or tf sent by telecopier. shall be deemed to
be given when confirmed, or if sent by commercial overnight courier, shall be deemed to be
given when delivered.
6. Modifications in Wriung. No amendment or modification of or supplement to
any provision of this Assignment nor any consent to any departure from the terms hereof shall in
any event be effective unless the same shall be in writing and signed by or on behalf of each of
the Parties.
7 Severability. Whenever possible, each provision of this Asstgnment shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Assignment shall be prohibited by or invalid under applicable law, suchD9205
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provision shall be incffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of this Assignment
8 Governing Law; Consent to Junsdiction, Waiver of Ju i. This Assignment
shall be governed by and construed in accordance with the substantive laws of the State of Ohio
(without reference to conflict of law principles) Each of the Parties hereby irrevocably consents
and submits to the non-exclusive junsdiction of any state court sitttng in Franklin County, Ohio
or any federal court sitting in the Southern District of Ohio, as either Party may clect, in any suit,
action or procecding arising out of or relating to this Assignment
EACH OF THE PARTIES EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER
THIS ASSIGNMENT OR ANY RELATED DOCUMENT, OR (B) IN ANY WAY
CONNECTED WITH OR RELATRD OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES WITH RESPECT TO THIS ASSIGNMENT OR ANY RELATED DOCUMENT, OR
THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE, AND EACH OF THE PARTIES 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
THE BANK MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF TIE
PARTIES TO THE WAIVER OF THE RIGHT TO TRIAL BY JURY THIS PROVISION IS A
MATERIAT. INDUCEMENT TO THE BANK TO ENTER INTO FHIS TRANSACTION.
9. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the Assignor and the Assignee and their respective successors and assigns.
10. Execution in Counterparts. This Assignment may be executed in any number of
counterparts and by different partics on separate counterparts, each of which counterparts, when
so executed and delivered, shall be decmed to be an original and all of which counterparts, taken
together, shall constitute but one and the same Assignment This Assignment shall become
effective upon the execution and delivery of a counterpart hereof by each of the parties hereto.
11. Headings. Section headings used in thts Assignment are for convenience of
reference only and shall not conslitute a part of this Assignment for any purpose or affect the
construction of this Assignment.
12. Effective Date. The effective date of this Assignment (the “Effective Date") shall
be the date upon which is satisfied the last of the conditions precedent set forth in Section 7.15 of
a certain Loan Agreement dated as of September 5, 2008 and cxecuted by and among the
Assignor, as lender, and the Assignee and Steven L_ Cordle, as co-borrowersD9205 - W63
IN WITNESS WHEREOF, the duly authonzed officers of the Parties hereto have
executed this Assignment as of the date first above written.
THE HUNTINGTON NATIONAL BANK,
a national banking assoctation
0 i
Gary Skybo
Its Vice President
COLFAX FINANCIAL, LLC,
an Ohio limited liability company
By: CCC REAL ESTATE HOLDINGS, LLC,
an Ohio limited liability company,
its sole member
By,
Steven L. Cordle, Managing Member
26589212D9205 - Wé64
2658921v2
CONSENT OF CORD CAMERA CENTERS, INC.
The undersigned, being the lessee under the Huntington Lease Agreement and the
LeaseNct Lease Agreement, the maker of the Revolving Note and each of the Term Notes and
the borrower under the other Credit Documents, hereby consents to the terms of this Assignment,
agrees that the Huntington Lease Agreement, the LeaseNet {ease Agreement, Revolving Note,
each of the Term Notes and each of the other Credit Documents remains in full force and effect
as currently written notwithstanding this Assignment, agrees that its duties, responsibilities and
obligations arising under or in connection with the Huntington Lease Agreement, the LeaseNet
Lease Agreement, the Revolving Note, each of the Term Notes and each of the other Credit
Documents shall not be waived, extended, terminated, released, discharged, lirmted, impaired or
diminished in any way as a result of the execution of this Assignment, and agrees that its duties,
responsibilities and obligations arising under or in connection with the Huntington Lease
Agreement, the LeaseNet Lease Agreement, the Revolving Note, each of the Term Notes and
each of the other Credit Documents shall be continuing as provided therein.
CORD CAMERA CENTERS, INC.,
an Ohio corporation
ee “Aw
teven [. Cordle
Its President
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D9205'- w49 IN THE COURT OF COMMON PLEAS 2 FOR FRANKLIN COUNTY, OIIIO . 2a mE BS IN RE DISSOLUTION OF: : CASENO 09CVH.06-8491 B B=. So ES Zo CORD CAMERA CENTERS, INC. : JUDGE JOHN P. BESSEY 2g ° aE" ce =x oO 23 Ze RECEIVER'S PARTIAL RESPONSE TO 2 an oF NIKON OBJECTION TO SALE PROCEDURES 2 Now comes Kenneth J .cachman, the court-appointed receiver herein (the "Recciver.") by and through the undersigned counsel, and herem files a partial response to Nikon’s Objection to the Receiver’s motion for approval of sale procedures This partial response speaks solely and directly to the issue of licn priority raised within that objection. The Receiver reserves the right to respond to any and all other objections raised therein. Within Nikon’s objection, it raises the issuc of whether adequate proof has been introduced to support the Receiver’s position that Colfax Financial, LLC holds the first and best licn interest as to substantially all the assets of Cord Camera Centers. Inc (herein “Cord”). The Receiver recogmizes that Leaf Funding holds a purchase moncy security interest as to certain specific items, and therefore holds the first lien position as to those items In support of the conclusion that Colfax Financtal’s has the first lien position as to substantially all of the Cord Assets, the Receiver attaches hereto as Exhibit A the September 2004 UCC-1 Statement as between Huntington National Bank (herein “HNB™) and Cord, a subsequent UCC-3 amendment of collateral, and the UCC-3 assigning IINB"s UCC position to Colfax Financial on May 8, 2009. Thus, HNB’s security interest in the Cord assets arose NOT in 2008 as Nikon seems to suggest, but mm 2004, prior to the existence of Colfax Financial, Inc. In the interest of full disclosure, a UCC-3 continuation was filed by LINB on June 9, 2009. Page | of 4 VR RECEIVERSHIPS Cond Ouneryenag parva respons 9d 0 doe \\D9205 - w50 However, IINB’s interest having been previously assigned, this filing 1s a nullity. Additionalty. the Receiver attaches hereto as Exhibit B. a certain Sale and Assignment Agreement as between HNB and Colfay Financial dated September 5, 2008, whereby ITNB conveys to Colfax for good considcration, the debt owed to HNB by Cord and the security interest in Cord’s assets. ‘This document forms the Jega) and factual support for the UCC-3 Assignment to Colfax Financial Based on same, the Reveiver has determined that Colfax Financial holds the first and best lien as to substantially all the assets of Cord Respectfully submitted, Ce by Myron N. Terleck: (0018628) Aaron C. Firstenberger (0072261) Attorneys for Receiver STRIP, HOPPERS, LEITHART, MCGRATH & TERLECKY Co., L.P.A. 575 South Third Street Columbus, Ohio 43215 (614) 228-6345 (telephone) (614) 228-6369 (facsimile) Page 2 of 4 RARALCHTYRSHIPSC rd Comer Pentngpatal apo 8 109d,D9205°- W51 CERTIFICATE OF SERVICE [hereby certify that a true and accurate copy of the foregoing Reeeiver’s Partial Response To Nikon Objection To Sale Procedures has been served via regular U S$ Mail, postage pre-paid. on this _'3_ day of August, 2009, upon: Mr. Kenncth B. Leachman Insight Business Solutions, LLC 1463 Briarmeadow Drive Columbus, OH 43235 fs Receiver J. Matthew Fisher, Esquire Allen, Kuchnie. Stovall & Neuman, |.LP 17 South High Street, Ste. 12290 Columbus. O1} 43215 Attorney for Colfax Financial, Ine C. William Klausman, Esquire Wiles, Boyle. Burkholder & Rringardner Co, L.P.A. 300 Spruce Street. Floor One Columbus. OH 43215 Attorney for Baesmun Printing Corporation Stephen A Santangelo, Esquire Weltman, Weinberg & Reis Co. 1..P A. 175 South Third Street, Ste. 900 Columbus, OH 43215 Attorney for Gordon Flesch Company, inc Scott A King, Esquire Thompson Hine, LLP 2000 Courthouse Plaza NE 10 West Second Street Dayton, OH 45402 Attorney for Leaf Funding, Inc David Srmonctte, Esquire Simonette Law Firm, Inc. 503 South Front Street, Ste 210 Columbus, OH 43215 Attorney for Cord Camera Centers, Inc Kevin L. String. Esquire 23 North Franklin Street Suite 11 Chagrin Falls, OH 44022 Attorney for United Stationers Supply Co Thomas B. ‘Talbot, Jr.. Esquire Valbot & Ducker P.O. Bow 384 Wright Brothers Station Dayton, OH 45409 Attorney for Dayton Newspapers, Inc dba Dayton Daily News Lorainn E. Fuhrer, Esquire Christy A. Prince, Esquire Kegler, Brown, Till & Ritter 65 East State Street, Ste. 1800 Columbus, OIL 43215 Attorneys for Lawncare Company. LLC Scott S. Weltman, Esquire Weltman, Weinberg & Reis Co.. L.P A. 323 Lakeside Avenue West Cleveland, OH 44313 Attorney for The Plain Dealer Pubhshing Co. Page 3 of 4 FB RARCHVEPSHIPSCord Camera Moning: pani raporee 061209 docD9205 "= W52 Mark J. Sheriff, Esquire Wiles, Boyle, Burkholder & Bringardner Co.. L.P.A 300 Spruce Street, Floor One Columbus, OH 43215 Attorney for RGIS Inventory Specialists Fredenck M. Luper, Esquire Luper Neidenthal & l.ogan 1200 LeVeque Tower 50 West Broad Street Columbus. OH 43215-3374\ Greg Schwed, Esquire Loeb & Loeb LLP 345 Park Avenue (18th [loor) New York, New York 10154 Attorney for Photographic Research Organization RARRLOLALRUAPS Cord Corre Phenling pr at cence (8 Ue ee Michael J. Alerding, Esquire Alerding Castors, LLP 47S Pennsylvania Street Suite 700 Indianapolis, IN. 46204 Attorney for Exactrarget, Ine Kevin D Barnes. Esquire Taft Stettinus & Lollister LLP 260 Public Square, Suite 3500 Cleveland. OI[ 44114-2302 Keith M. Karr. Esquire David W Culley, Esquire “Karr & Sherman Co., 1 P.A. Two Miranova Place, Ste. 410 Columbus. OL] 43215 Attorneys for Microman, Inc Aaron C. Cpt Esq. (0072261) Page 4 of 4D9205'- W53 DocIb-> 200425701410 Filed at Ohio Secretary of State 09/10/2004 09:00 AM FILE# OH00081396063 ‘Al of the personal property of Debtor described below, wherever Ibcated, and now owned or hereafter acquired: Accounts, Chaitel paper, Electronic chattel paper, bmg ese lal Investment Property, Documents, Deposit accounts, Letter-of-credh rights, Genoral Intangibles (rokcirg Guftrare ead Papert reshies) Supporting utgatons ent tow anand rettstod have 2s original collateral, Proceeds and Products of the foregoing, 23 well as ell such colatesal Goquired by the Debtor efter the execution of this Agreement (each ceplaitzed term uned herein ‘which lp defined in Artide 8 of the UCG or Revised Arficie 0 of the UCG hes the meaning ascribed to such tenn therein). 7 ana oan Loncbeppuaisomnad , EXHIBIT Page t 1D9205 - wa Doc D—> 200822400294 Filed st Ohio Georetary of State 08/08/2008 09:00 AM FILE# 20082240270 secne nov ME Stare —— BALAN 8 Its 20 | eepp ener — Tara eaaeaon —— cnmnent Tester Daenigeets Gamumtvengmecemmana Chto (See RARL Astichad Meret ondrande a pat here, Wyibdayans schema ania penaaebgeaanerttabenaabe naan aa cosice CTncenet ements niring ; 6 ee a —_ RRC Cah — ean ES LN A Page 1D9205 w55 Doc —> 200622400294 EXHIBIT TO FINANCING STATEMENT All of the Debtor's persona! property end ffatures inching, veithout imitation, tie (@) All equipment; ®) = All Inventory; © = All accounts; All chattel paper (including electronic chattel pepe); © Alt general brtangibles Gnchuding software end paymseat intangibles), ~All instruments, @® All Investment property; @) All documents; a All deposit accounts, including, without Imitation, those maintained with a bank and those maintained with any non-bank financial institotion, ead all money; and @ «= All ketier-of-credit rights, ‘whether the Debtor's interest therein be as owner, co-owner, lessee, consigncs, secnted party or otherwise, and whether the same be now owned or existing or hereafter arising or acquired, ond ‘Wherever located, together with all substitutions, replacements, additions, socessions end wupporting obligations therefor or thereto, all books and records relating thereto, all products thereof’ and all cash and non-cash proceeds thereof (All of the foregoing types of personal Broperty and fixtures are collectively termed "Collateral ") To the extent that terms used in the foregoing categories of Coltsteral are defined in the ‘Uniform Commercial Code (Coxda"), such terms shall have the meanings ascribed in ed shall be interpreted in accordance with the Code as preseaty sod ms hereafter enacted in the State of Tate A purchase of chattel paper from the Debtor would violate the rights of the Secured ty, Page 2DOQRDP —= = werepetstoot70 Flled at Ohio Secretary of State 05/08/2009 09°00 AM FILE# 20091310194 RAO 1 FOR PLING OFDM UO ‘Terreonced ETON ADEA Ey sivestterenttwmntng ate |_nerasrmemon rome peerres ess Co erraicn bichon a ca sas a athe na ee ta i ota operat eeeyahe bie. (C) Cotte na reser armen: Plomse rofersa te enidied emuiors OD vasremncecensme = [] COmmcCrnnbe he hoon Pterepenentenentereer tien on SUT LAS = nr = - = = bysbwerssin obs ang ean Pouboung De. e'Teulbe Tesinan atealie (Deke cea Clecwer wea ones Sf = ucceng Pentas Las Rewalon: oweerenoe Page 1DOB ~> W52Postedss168 UCC FINANCING STATEMENT CONTACT INFORMATION FOR FILER FilaNumbes: 20091800164 Date Filed: 06/08/2000 09:30 AM Jennifer Brunner ‘Secretary of State CONTACT EMAL SOBACKGUCCOIRECT.COM CONTACT! NAME, UCC DIRECT SERVICES: CONTACT PHONE Tnsessdent CONTACT FAX SEND ACKNOWLEDGMENT TO" CLIENT ACCOUNT # au INDIVIDUALS LAST NAME. SERVICES (MAILING ADORESS P.O. BOX 3248 ony HOUSTON eTaT FIUNG TYPE AMENDMENT ACTION "ALTERNATE NAME DESIGNATION ALTERNATE FILING TYPE: CONTIMUATION (ADDMTIONAL INFORMATION MATURITY DATE (CURRENT MAME AFFECTED PARTY INOMOUAL'S LAST NAME (MIDDLE NAME ‘SUrFK fenestra FIRST NAME JORGANIZATION NAME: [THE HUNTINGTOH NATIONAL BANK Page 1D9205°- w58 265892 1v2 SALE AND ASSIGNMENT AGREEMENT This Sale and Assignment Agrecment (this “Assignment") ts dated as of September 5, 2008 and 1s executed by and between THE HUNTINGTON NATIONAL BANK, a national banking association having a place of business at 44 South High Street, Columbus, Ohio 43215, as assignor (the "Assignor"), and COLFAX FINANCIAL, LLC, an Ohio limited lability company having a place of business at 2030 Dividend Drive, Columbus, Ohio 43228, as assignee (the “Assignee”). (The Assignor and the Assignee are hereinafter sometimes referred to collectively as the “Parties"). RECITALS WHEREAS, the Assignor, as lender, and CORD CAMERA CENTERS, INC., as borrower (the "Borrower"), are patties to a certain Loan and Security Agreement (as amended from time to time, the "oan Agreement") dated as of September 9, 2004; and WHEREAS, the Borrower, as debtor, executed in favor of the Assignor, as secured party, a certain Commercial Security Agreement (the "2005 Security Agreement") dated as of October 5, 2005, pursuant to the terms of which the Borrower granted to the Assignor a security interest in the certain personal property of the Borrower in order to secure all present and future indebtedness owing by the Borrower to the Assignor; and WIIERFAS, the Borrower, as debtor, executed in favor of the Assignor, as secured party, a certain Secunty Agreement (the "2008 Sccurity Agreement") dated as of July 22, 2008, pursuant to the terms of which the Borrower granted to the Assignor a security interest in the certain personal property of the Borrower in order to secure ali present and future indebtedness owing by the Borrower to the Assignor; and WHEREAS, the Borrower, as maker, executed in favor of the Assignor, as payce, a certain $4,000,000.00 Line of Credit Note (as amended from time to time, infer alta, to increase the principal amount thereof to $10,000,000.00 on a seasonal basis, the "Revolving Note") dated as of September 9, 2004; and WHEREAS, the Borrower, as maker, executed in favor of the Assignor, as payee, a certain $28,800.00 Promissory Note (the "First Term Note") dated as of October 5, 2005; and WHEREAS, the Borrower, as maker, executed im favor of the Assignor, as payee, a certain $1,700,000 00 Term Note (the "Second Term Note") dated as of Junc 16, 2006, and WHEREAS, the Borrower, as maker, executed in favor of the Assignor, as payee, a certain $500,000 00 Term Note (the “Third Term Note") dated as of June 16, 2006; and WHEREAS, the Borrower, as maker, executed in favor of the Assignor, as payee, a certain $276,688 00 Promissory Note (the "Fourth Term Note”) dated as of July 27, 2007 (theD9205 2658921v2 - w59 First Term Note, the Second Term Note, the Third Term Note and the Fourth Term Note are hereinafter sometimes referred to collectively as the "Term Notes"); and WHEREAS, the Borrower, as lessee, and the Assignor, as lessor, entered into a certain Master Lease Agreement {as amended from time to time and as supplemented from time to time by all schedules thereto, the "Huntington Lease Agreement") dated as of March 22, 2005, and WHEREAS. the Borrower, as lessec, and LeaseNet Group, LLC, an Ohio limited liability company (successor by merger to LeascNet Group, Inc , an Ohio corporation) ("LeaseNet), as lessor, entered into a certain Master Leasc Agrecment (as amended from time to time and as supplemented from time to time by all schedules thercto, the “LeaseNet Lease Aprcement") dated as of November 17, 2005 (the Loan Agreement, the 2005 Security Agreement, the 2008 Security Agreement, the Revolving Note, the Term Notes, the Huntington Lease Agreement, the LeaseNet Lease Agrecment and all related documents, instruments and agreements (including, without Imitation, all related documents, instruments and agreements prepared by Carlile Patchen & Murphy LLP) are heremafter sometimes referred to collectively as the “Credit Documents”); and WIIEREAS, LeaseNet assigned the LeaseNet Lease Agreement to the Assignor on or about August 26, 2008; and WHEREAS, the Assignor desircs to sell and assign the Credit Documents to the Assignee, and the Assignee desires to purchase and assume the Credit Documents from the Assignor. NOW, THEREFORE, the Parties hercto hereby agree as follows: AGREEMENT L. Assi t_and ion. The Assignor hereby sells and assigns to the Assignee, WITHOUT RECOURSE, and the Assignee hereby purchases and assumes from the Assignor, all of the Assignor's nghts, interests, claims, duties, responsibilities and obligations in and under the Credit Documents, such that alter giving effect to this Assignment, the Assignee shall have purchased pursuant to this Assignment all of the Assignor's rights, interests, claims, duties, responsibilities and obligations in and under the Credit Documents, and the Assignor shall have no further rights, interests, claims, duties, responsibilities and obligations in and under the Credit Documents; provided, however, that nothing set forth in this Assignment or any related document, instrument or agreement shall in any way release, discharge, limit, impair or diminish (a) any rights, interests or claims of the Assignor arising under or in connection with the Credit Documents that the Assignor may have or may hereafter acquire under the terms of any security agrecment, assignment or similar agreement (or any document, instrument or agreement relating thereto) exccuted by the Assignee in favor of the Assignor, or (b) any claims, actions or causes of action of the Assignor arising under or in connection with the Credit Documents that the Assignor may have or may hereafter acquire with respect to certain actionsD9205 - wéeo 2658921 v2 and/or omissions of Carlile Patchen & Murphy LLP, ail of which claims, achons and causes of action are hereby expressly retained by and preserved for the benefit of the Assignor. 2. Payment Obligations. For and in consideration of the sale and assignment made by the Assignor to the Assignee under the terms of this Assignment, the Assignee shall pay to the Assignor, on the Effective Date, the sum of $4,000,000.00. On and after the Effective Date, the Assignee shall be entitled to receive all payments of principal, interest and fees thereafter ansing under or in connection with the Credit Documents; provided, however, that nothing set forth in this Section 2 shall in any way release, discharge, lumit, umpair or diminish any rights, interests or claims of the Assignor arising under or in connection with the Credit Documents that the Assignor may have or may hereafter acquire under the terms of any security agreement, assignment or similar agreement (or any document, instrument or agreement relating thereto) executed by the Assignee in favor of the Assignor. 3. Representations of Assignor; Limitations on Assignor's Liability The Assignor tepresents and warrants that (a) it is the legal and beneficial owner of the all interests under the Credit Documents bemg assigned by the Assignor hereunder, (b) such interests are free and clear of any adverse claim created by the Assignor, and (c) the execution and delivery of this Assignment by the Assignor is duly authorized. It is understood and agreed that the assignment and assumption made under this Assignment are made to the Assignee WITHOUT RECOURSE to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agenis or attorneys shall be responsible for (i) the due execution, legality, validity, cnforceahility, genuinencss, sufficiency or collectibility of any Credit Document, including, without limitation, documents granting to the Assignor a secunty interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Credit Documents, (ii1) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Credit Documents by the Assignor or the Borrower, (v) the mspection of any of the property, books or records of the Borrower or any guarantor, (v1) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collatcral securing or purporting to secure the Credit Documents, including, without limitation, the Huntington Lease Agreement, the LeaseNet Lease Agreement, the Revolving Note or any of the Term Notes, or (vii) any mistake, error of judgment, or action taken or omitted to be taken in conncction with the Huntington Lease Agreement, the LeaseNet Lease Agreement, the Loan Agreement, the Revolving Note, any the Term Note or any other Credit Document, or the servicing of the indebtedness arising under or in connection with the Credit Documents 4. Representations and Undertakings of the Assignee. The Assignee (a) confirms that it has received the original Loan Agreement, 2005 Security Agreement, 2008 Secunty Agreement, Revolvmg Note, Term Notes, the Huntington Lease Agreement and the LeaseNet Lease Agreement, and such other information and copies of such other documents and agreements as 1t has deemed appropriate to make its own credit analysis and decision to enter into this Assignment, (b) agrees that it will, independently and without reliance on the Assignor and based on such documents and information at it shall deem appropriate at the timc, continue to make its own credit decisions in taking or not taking action under the Credit Documents,D9205 - W61 265892102 (c) confirms that the execution and delivery of this Assignment by the Assignec is duly authonzed, and (d) agrees to mdemmufy and hold the Assignor harmless against all losses, costs and expenses (including reasonable attomeys' fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the nights, duties, responsibilities and obligations assumed under this Assignment. 5. Notices. All communications under this Assignment or under the other documents, agreements or instruments executed pursuant hereto shall be in writing and shall be mailed by certified mail, postage prepaid, or sent by {elccopier or by commercial overnight courier: (a) 1f to the Assignee, at the following address, or at such other address as may have been furnished 1n writing to the Assignor by the Assignee Colfax Financial, LLC c/o Cord Camera Centers, Inc Telephone: 614-343-5000 2030 Dividend Drive Telecopier. 614-343-7686 Columbus, Ohio 43228 Attn: Steven L Cordle (b) if to the Assignor, at the followmg address, or at such other address as may have been furnished in writing to the Assignee by the Assignor Mail Address: ut dress: The Huntington National Bank The Huntington National Bank 41 South High Street (HC0733) 41 South High Street, 7th Floor Columbus, Ohio 43215 Columbus, Ohio 43215 Attn’ Special Assets Group Attn. Special Assets Group Senior Vice President Senior Vice President Telccopier’ 614-480-3795 Telephone: 614-480-4743 Any notice so addressed, and if mailed by certified mail shall be deemed to be given on the second business day following the postmark date, or tf sent by telecopier. shall be deemed to be given when confirmed, or if sent by commercial overnight courier, shall be deemed to be given when delivered. 6. Modifications in Wriung. No amendment or modification of or supplement to any provision of this Assignment nor any consent to any departure from the terms hereof shall in any event be effective unless the same shall be in writing and signed by or on behalf of each of the Parties. 7 Severability. Whenever possible, each provision of this Asstgnment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Assignment shall be prohibited by or invalid under applicable law, suchD9205 265892102 - W62 provision shall be incffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Assignment 8 Governing Law; Consent to Junsdiction, Waiver of Ju i. This Assignment shall be governed by and construed in accordance with the substantive laws of the State of Ohio (without reference to conflict of law principles) Each of the Parties hereby irrevocably consents and submits to the non-exclusive junsdiction of any state court sitttng in Franklin County, Ohio or any federal court sitting in the Southern District of Ohio, as either Party may clect, in any suit, action or procecding arising out of or relating to this Assignment EACH OF THE PARTIES EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS ASSIGNMENT OR ANY RELATED DOCUMENT, OR (B) IN ANY WAY CONNECTED WITH OR RELATRD OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO THIS ASSIGNMENT OR ANY RELATED DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, AND EACH OF THE PARTIES 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 THE BANK MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF TIE PARTIES TO THE WAIVER OF THE RIGHT TO TRIAL BY JURY THIS PROVISION IS A MATERIAT. INDUCEMENT TO THE BANK TO ENTER INTO FHIS TRANSACTION. 9. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Assignor and the Assignee and their respective successors and assigns. 10. Execution in Counterparts. This Assignment may be executed in any number of counterparts and by different partics on separate counterparts, each of which counterparts, when so executed and delivered, shall be decmed to be an original and all of which counterparts, taken together, shall constitute but one and the same Assignment This Assignment shall become effective upon the execution and delivery of a counterpart hereof by each of the parties hereto. 11. Headings. Section headings used in thts Assignment are for convenience of reference only and shall not conslitute a part of this Assignment for any purpose or affect the construction of this Assignment. 12. Effective Date. The effective date of this Assignment (the “Effective Date") shall be the date upon which is satisfied the last of the conditions precedent set forth in Section 7.15 of a certain Loan Agreement dated as of September 5, 2008 and cxecuted by and among the Assignor, as lender, and the Assignee and Steven L_ Cordle, as co-borrowersD9205 - W63 IN WITNESS WHEREOF, the duly authonzed officers of the Parties hereto have executed this Assignment as of the date first above written. THE HUNTINGTON NATIONAL BANK, a national banking assoctation 0 i Gary Skybo Its Vice President COLFAX FINANCIAL, LLC, an Ohio limited liability company By: CCC REAL ESTATE HOLDINGS, LLC, an Ohio limited liability company, its sole member By, Steven L. Cordle, Managing Member 26589212D9205 - Wé64 2658921v2 CONSENT OF CORD CAMERA CENTERS, INC. The undersigned, being the lessee under the Huntington Lease Agreement and the LeaseNct Lease Agreement, the maker of the Revolving Note and each of the Term Notes and the borrower under the other Credit Documents, hereby consents to the terms of this Assignment, agrees that the Huntington Lease Agreement, the LeaseNet {ease Agreement, Revolving Note, each of the Term Notes and each of the other Credit Documents remains in full force and effect as currently written notwithstanding this Assignment, agrees that its duties, responsibilities and obligations arising under or in connection with the Huntington Lease Agreement, the LeaseNet Lease Agreement, the Revolving Note, each of the Term Notes and each of the other Credit Documents shall not be waived, extended, terminated, released, discharged, lirmted, impaired or diminished in any way as a result of the execution of this Assignment, and agrees that its duties, responsibilities and obligations arising under or in connection with the Huntington Lease Agreement, the LeaseNet Lease Agreement, the Revolving Note, each of the Term Notes and each of the other Credit Documents shall be continuing as provided therein. CORD CAMERA CENTERS, INC., an Ohio corporation ee “Aw teven [. Cordle Its President