Exhibit Number 10.2
IMPERIAL BANK
California's Business Bank
Loan #164
DISBURSEMENT AGREEMENT
This Disbursement Agreement is made as of March 27, 1995, between Imperial Bank
(hereinafter referred to as "BANK") and UNIVERSITY REAL ESTATE PARTNERSHIP V, a
California limited partnership (hereinafter referred to as "UREP").
The additional advance loan funds in the amount of $400,000.00 are designated
for an shall be disbursed exclusively in connection with the following items:
Payment Shortfall Reserve $220,120
Tenant Improvements $35,990
Leasing Commissions $94,797
Monument Sign $49,183
The following shall be delivered to BANK for its review and approval
concurrently with any draw request:
a) Request for Payment form RE-22, signed by authorized representatives
of UREP, named below;
b) Original invoices and appropriate lien releases from persons, firms
and corporations that have supplied labor, materials or services in
connection with the construction of improvements;
c) a copy of the lease covering space to be improved, executed by UREP
and tenant, along with a description of the work required for the
completion of the improvements, if not set forth in the lease;
d) an estoppel certificate and subordination, non-disturbance and
attomment agreement executed by UREP and tenant in BANK's form;
e) a current financial statement for the tenant of the space to be
improved and any such other information regarding the tenant as BANK
deems necessary;
f) a copy of the plans and specifications covering the space for which
the disbursement is being requested;
g) a copy of the resume, financial statement and statement of
qualification, in form acceptable to BANK, for the contractor
responsible for the completion of the improvements;
h) a detailed cost breakdown of the cost of construction of the
improvements for which the disbursement is being requested;
i) a copy of the construction contract covering the space to be improved;
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j) a copy of the building permit covering the space to be improved;
k) evidence of worker's compensation insurance issued by a company
acceptable to BANK;
l) Satisfactory evidence, in writing, between UREP and tenant, that the
improvements have been completed and are acceptable to UREP and
tenant;
m) the original invoice/commission agreement for payment of lease
commission, in form and content acceptable to BANK.
Upon receipt and approval of documentation submitted, BANK shall verify work by
a physical inspection of the property and improvements.
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Upon BANK's verification of the work by inspection, the amount approved by BANK
shall be disbursed into account #00-000-000 opened at BANK in the name of UREP.
Funds shall be disbursed from the account via check executed by UREP directly to
the persons, firm or corporation that has supplied labor, material or performed
services in connection with the Property, or to UREP if the disbursement is a
reimbursement of payment previously made by UREP, and verification of which is
acceptable to BANK.
Notwithstanding the foregoing, BANK shall reserve the right to disburse jointly
to UREP and contractor, subcontractor or supplier that has supplied labor,
materials or services in connection with the Property.
Notwithstanding anything contained herein to the contrary, in the event BANK
determines that there are insufficient additional advance funds to complete the
tenant improvements on the Property, BANK shall not be obligated to further
disburse any funds which are allocated for said tenant improvements unless and
until Borrower has deposited with BANK, in immediately available funds, an
amount equal to the difference between the cost of completion of said tenant
improvements, as determined by BANK, and the amount of funds remaining which are
allocated for said tenant improvements.
In connection with a request for payment of leasing commissions, BANK shall
disburse Leasing Commissions in an amount equal to fifty (50%) percent of the
total commission upon the receipt of items (c) and (m) above, and the remaining
fifty percent (50%) upon occupancy of the leased space by the tenant, as
determined by BANK, and as evidenced by delivery to BANK of (I) a Certificate of
Occupancy, or such other written evidence of completion as is customarily
furnished by the appropriate governmental agency, in form and content acceptable
to BANK.
Disbursement of funds designated as Payment Shortfall Reserve Funds shall be
made at BANK's sole discretion and only upon the receipt, review and approval of
the property operating statements, as specified by BANK.
SEE ATTACHED SIGNATURE PAGE
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SIGNATURE PAGE ATTACHED TO THAT CERTAIN DISBURSEMENT AGREEMENT DATED MARCH 27,
1995, EXECUTED BY UNIVERSITY REAL ESTATE PARTNERSHIP V, A CALIFORNIA LIMITED
PARTNERSHIP.
UNIVERSITY REAL ESTATE PARTNERSHIP V,
a California limited partnership
By: University Advisory Company,
a California general partnership, general partner
By: Southmark Investors, Inc.
a Nevada corporation, general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx, Executive Vice President
By: Southmark Commercial Management, Inc.,
a Georgia corporation, general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx, Executive Vice President
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DO NOT DESTROY THIS NOTE:
When paid, this note, together with the deed of trust securing same, must be
surrendered to the Trustee for cancellation before reconveyance will be made.
IMPERIAL BANK
California's Business Bank
Loan No. 164
Loan Officer's Initials ______
NOTE SECURED BY DEED OF TRUST
(PRINCIPAL AND INTEREST)
$400,000.00 Inglewood, California, March 27, 1995
On ______________, and as hereinafter provided, FOR VALUE RECEIVED, the
undersigned promises to pay to IMPERIAL BANK ("BANK"), a California banking
corporation, OR ORDER, at 0000 X. Xx Xxxxxxx Xxxx., Xxxxxxxxx, Xxxxxxxxxx 00000,
the principal sum of Four Hundred Thousand Hundred Dollars ($400,000.00) or such
sums up to the maximum if so stated, as the BANK may now or hereafter advance to
or for the benefit of the undersigned in accordance with the terms hereof,
together with interest from the date of disbursement, on the unpaid principal
balance at the rate of Nine and one-half percent (9.5%) per year.
Interest shall be computed at the above rate on the basis of a 30-day month
during which the principal balance is outstanding divided by 360, which shall,
for interest computation purposes, be considered one year.
Principal and interest shall be payable, in arrears, on the first day of each
calendar month beginning May 1, 1995, based upon a twenty-five (25) year
amortization period at the interest rate set forth above.
Any payment of interest not so paid shall become a part of the principal. All
payments shall be applied first to interest, and the remainder, if any, to
principal.
Any partial prepayment shall be applied to the installments, if any, in order of
maturity. Should default be made in the payment of principal or interest when
due, or in the performance or observance, when due, of any item, covenant or
condition of any deed of trust, security agreement or other agreement (including
amendments or extensions thereof) securing or pertaining to this note, at the
option of the holder hereof and without notice or demand, the entire balance of
principal and accrued interest then remaining unpaid shall (a) become
immediately due and payable, and (b) thereafter bear interest, until paid in
full, at the increased rate of FIVE PERCENT (5%) per year in excess of the rate
provided for above, as it may vary from time to time.
Defaults shall include, but not be limited to, the failure of the maker(s) to
pay principal or interest within ten (10) days following when due; the filing as
to each person obligated heron, whether as maker, co-maker, endorser or
guarantor (individually or collectively referred to as the "Obligor") of a
voluntary or involuntary petition under the provisions of the Federal Bankruptcy
Act; the issuance of any attachment or execution against any asset of any
Obligor; the death of any Obligor. Notwithstanding anything to the contrary
contained in this note, no action in connection with a non-monetary default
shall be taken by the holder until the expiration of ten (10) days after written
notice is delivered to the undersigned.
If any installment payment or principal balance payment due hereunder is
delinquent Ten (10) or more business days, Obligor agrees to pay a late charge
in the amount of FIVE PERCENT (5%) of the payment so due and unpaid, in addition
to the payment. Nothing in this paragraph is to be construed as an obligation
on the part of the holder of this note to accept payment of any installment past
due or less than the total unpaid principal balance after maturity.
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If this note is not paid when due, each Obligor promises to pay all costs and
expenses of collection and reasonable attorney's fees incurred by the older
hereof on account of such collection, including those expenses and fees which
may be incurred in connection with the appointment of a receiver and all
appearances in bankruptcy or insolvency proceedings, plus interest at the rate
applicable to principal, whether suit is filed hereon. Each Obligor shall be
jointly and severally liable hereunder and consents to renewals, replacements
and extensions of time for payment hereof, before, at or after maturity;
consents to the acceptance, release or substitution of security for this note;
and waives demand and protest and the rights to assert any statue of
limitations. Any married person who signs this note agrees that recourse may be
had against such person's separate property for any obligations hereunder. The
indebtedness evidenced hereby shall be payable in lawful money of the United
States.
This note is secured by a deed of trust dated November 29, 1989, to IMPERIAL
BANCORP, as Trustee, which contains the following provision: "In the event the
herein described property, or any part thereof, or any interest therein, is
sold, agreed to be sold, conveyed, transferred, disposed of, further encumbered,
or alienated by Trustor or by the operation of law or otherwise without written
consent of beneficiary first obtained, all obligations secured by this
instrument, irrespective of the maturity dates expressed therein, at the option
of the holder beneficiary, and without demand or notice shall immediately become
due and payable. Consent to one such transaction shall not be deemed to be a
waiver of the right to require such consent to future or successive
transactions."
No single or partial exercise of any power hereunder, or under the deed of
trust, security agreement or other agreement in connection herewith shall
preclude other or further exercises thereof or the exercise of any other such
power. The holder hereof shall at all times have the right to proceed against
any portion of the security for this note in such order and in such manner as
such holder may consider appropriate, without waiving any rights with respect to
any of the security. Any delay or omission on the part of the holder hereof in
exercise any right hereunder, or under any deed of trust, security agreement or
other agreement, shall not operate as a waiver of such right, or of any other
right, under this note or any deed of trust, security agreement or other
agreement in connection herewith.
UNIVERSITY REAL ESTATE PARTNERSHIP V, a California limited partnership
SEE ATTACHED SIGNATURE PAGE
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SIGNATURE PAGE ATTACHED TO THAT CERTAIN NOTE SECURED BY DEED OF TRUST DATED
MARCH 27, 1995, EXECUTED BY UNIVERSITY REAL ESTATE PARTNERSHIP V, A CALIFORNIA
LIMITED PARTNERSHIP.
UNIVERSITY REAL ESTATE PARTNERSHIP V,
a California limited partnership
By: University Advisory Company,
a California general partnership, general partner
By: Southmark Investors, Inc.,
a Nevada corporation, general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx, Executive Vice President
By: Southmark Commercial Management, Inc.,
a Georgia corporation, general partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx, Executive Vice President
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