INTERCREDITOR AGREEMENT
Exhibit 10.2
THIS INTERCREDITOR AGREEMENT, dated as of May 4, 2005, (this
“Agreement”), is entered into by and between VESTIN MORTGAGE, INC.,
a Nevada corporation (“Vestin Mortgage”), VESTIN FUND I, LLC, a
Nevada limited liability company (“Vestin Fund I”) and
VESTIN FUND II, LLC, a Nevada limited liability company
(“Vestin Fund II”) whose principal place of business and
post office address is 0000 Xxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxx
00000, (individually, “Lead Lender, or collectively, “Lead
Lenders” and XXXXX FINANCIAL GROUP, INC., a California corporation
(“Xxxxx Financial”) and Xxxxx Mortgage Investment Fund, a
California Limited Partnership (“Xxxxx Mortgage Investment Fund”)
whose principal place of business and post office address is 0000
Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxxxx 00000, (individually, a
“Lender”, or collectively, “Lenders”)
RECITALS:
A. |
Vestin Fund I is an SEC registered direct participation program that provides financing secured by deeds of trust or mortgages on real property. | |
B. |
Vestin Fund II is a SEC registered direct participation program that provides financing secured by deeds of trust or mortgages on real property. | |
C. |
Vestin Mortgage is the Manager for Vestin Fund I and Vestin Fund II. | |
X. |
Xxxxx Mortgage Investment Fund is a SEC registered public partnership that provides financing and owns notes secured by deeds of trust or mortgages on real property. | |
X. |
Xxxxx Financial is the General Partner of Xxxxx Mortgage Investment Fund. | |
X. |
Xxxxx Financial and Xxxxx Mortgage Investment Fund have agreed to fund a $5,000,000.00 portion of a $20,800,000.000 loan to Desert Land Holdings, LLC, a California limited liability company, a loan originated by Vestin Mortgage, Inc. | |
H. |
The Lead Lenders and Lenders enter into this Agreement to, among other things, further define their respective rights, duties, authorities and responsibilities regarding their proposed shared interests in the and to define the priority of payment for all of the proceeds from the assigned participation in the loan. |
NOW
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and based upon the
foregoing Recitals which are an integral part of this Agreement, as
well as the mutual covenants and promises contained herein, Vestin
Mortgage, Vestin Fund I, Vestin Fund II, Xxxxx Financial,
and Xxxxx Mortgage Investment Fund hereby agree as follows:
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SECTION 1.
DEFINITIONS
Section 1.1
Definitions. All capitalized terms used in this Agreement
shall have the meanings assigned to them below in this Section 1
or in the provisions of this Agreement referred to below:
“Agreement”
shall mean this Intercreditor Agreement as amended, modified or
restated in accordance with the terms hereof.
“Assignment”
shall mean the actual recorded assignment of a specific percentage
interest in a “Loan”.
“Bankruptcy
Proceeding” shall mean, with respect to any Person, a general
assignment by such Person for the benefit of its creditors, or the
institution by or against such Person of any proceeding seeking its
relief as debtor, or seeking to adjudicate such Person as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment or
composition of such Person or its debts, under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or
seeking appointment of a receiver, trustee, custodian or other
similar official for such Person or for any substantial part of its
property.
“Borrowers”
shall mean any person or entity that obligates itself or its property
as security for a “Loan”.
“Collateral”
shall mean all the real and personal property collateral under the
Loan Documents.
“Default”
shall mean any event or condition, the occurrence of which would,
with the lapse of time or the giving of notice, or both, pursuant to
the “Loan Documents” constitute an Event of Default.
“Interest
Rate” shall mean the rate of interest paid to Xxxxx Financial or
Xxxxx Mortgage Investment Fund for their “Participation
Interest” in the “Loan”. This rate shall be a fixed
rate for the duration of the “Loan” at 14.0%. Interest
shall be paid at the rate of 10.0%, with the remaining 4.0% to be
paid upon the maturity of the Loan.
“Late
Charges” shall mean the late charges and or default rate charged
to Borrowers in the event of default or late payments under the
“Loan Documents”.
“Lead
Lender and Lead Lenders” shall mean Vestin Mortgage, Vestin
Fund I, Vestin Fund II or any successor lead lender.
“Lender
and Lenders” shall mean Xxxxx Financial or Xxxxx Mortgage
Investment Fund or their assignee.
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“Loan Documents” shall mean all of the various notes,
deeds of trusts, guarantees, title policies, security
agreements, loan agreements, assignment of rents and profits, and
whatever documents are in existence to protect and secure the
repayment of the Borrowers obligations under the note.
“Loan” shall mean the note, and all of the documents
and agreements that evidence and secure the debt of the
“Borrowers”.
“Priority of Payment” shall mean the order in which
payments are made to the “Lead Lender” and to the
“Lender”.
“Participation Interest” shall signify amount in
dollars of the “Assignment” owned by Xxxxx Financial
and Xxxxx Mortgage Investment Fund in the “Loan”.
1.2 Effectiveness of this
Agreement. The effectiveness of this Agreement is
conditioned upon (a) the execution and delivery of this
Agreement by the Lead Lenders and the Lenders, (b) the
execution, delivery and effectiveness of the Loan Documents by
the Lead Lenders, and the payment of the Participation Interest
by Lenders to the Lead Lenders.
SECTION 2. RELATIONSHIP AMONG LENDERS
2.1 Restrictions on Actions.
Lead Lenders agree that, so long as any portion of a Loan is
outstanding or unpaid they shall, for the benefit of Lenders,
except as permitted under this Agreement:
| (a) | Notify Lenders before taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan Documents, except for delivering notices hereunder. | |
| (b) | Refrain from (1) selling any portion of the Loan to the Borrowers or any affiliate of the Borrowers and (2) accepting any substitute guaranty or any other security for, the Loan from the Borrowers or any Affiliate of the Borrowers, without Lenders consent. In the event Lender refuses to consent to such requested action, Lead Lenders shall be entitled to either repurchase Lenders Participation Interest for the amount of principal and accrued interest outstanding or offer the Lenders a Substitution of Security. |
2.2 Representations and
Warranties. Lead Lenders and Lenders represent and warrant
to each other that:
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(a) It (i) is a legal entity duly organized, existing and
in good standing under the laws and governmental authority of the
jurisdiction of its domicile, and (ii) has all requisite
corporate power to own its property and conduct its business as now
conducted and as presently contemplated.
(b) The execution, delivery and performance by such Lead
Lenders or Lenders of this Agreement has been authorized by all
necessary proceedings (corporate or otherwise) and does not and will
not contravene any provision of law, its charter or by-laws or
operating agreement or any amendment thereof, or of any indenture,
agreement, instrument or undertaking binding upon such Lead Lenders
or Lenders.
(c) The execution, delivery and performance by such Lead
Lenders or Lenders of this Agreement will result in a valid and
legally binding obligation of such Lead Lenders or Lenders
enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance and similar laws affecting
creditors’ rights generally, and general principles of equity
(regardless of whether the application of such principles is
considered in a proceeding in equity or at law).
(d) It has received and approved, as to form and content,
sample copies of the Loan Documents and Assignments, however, such
approval shall not operate as a warranty or representation of the
adequacy, validity or binding effect of any of the Loan Documents or
Assignments.
2.3 Cooperation; Accountings. Lead Lenders will, upon
the reasonable request of Lenders, from time to time execute and deliver
or cause to be executed and delivered in a timely fashion such
further instruments, and do and cause to be done such further acts as
may be necessary or proper to carry out more effectively the
provisions of this Agreement. The Lead Lenders agree to provide to
Lenders upon reasonable request, but in no event more frequently than
once a month, a statement of all payments received in respect of the
Loan.
2.4 Reliance on Lead Lenders. The Lead Lenders shall
promptly provide to Lenders a copy of all financial statements and
reports of operating results and other documents and information
received by the Lead Lenders in its capacity as such pursuant to the
Loan Documents. The Lead Lenders shall have a duty and responsibility
to provide Lenders with any credit or other information concerning
the affairs, financial condition or business of the Borrowers which
may come into the possession of the Lead Lenders, including financial
statements, credit reports and any other documents and information.
2.5 Limitation on Lead Lender’s Liability.
(a) In addition to the Lead Lender’s failure to comply
with the terms
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of this Agreement, including the Priority of Payment, the
Lenders shall have full recourse against Lead Lenders for the
amounts payable by the terms of this agreement. Lead Lenders
obligation with respect to such payments shall be to remit to
the Lenders a monthly payment based on the agreed Interest Rate
calculated on the Participation Interest and the principal
amount of the Participation Interest when a Loan pays off or
matures in accordance with this Agreement.
(b) Although Lead Lenders will exercise the same care in
administering the Loan as if the Loan were made entirely for
Lead Lenders’ own account, Lead Lenders liability shall be
limited to the Lenders Participation Interest and the amount
payable on that at the Interest Rate, except for a loss due to
Lead Lenders’ own gross negligence, willful acts or
misconduct.
(c) Lead Lenders shall be entitled to rely upon any
certification, notice or other communication (including any
thereof by telephone, telex, telegram, cable or telecopy)
believed by it to be genuine and correct and to have been signed
or sent by or on behalf of the Lenders. Should approval of any
action, any inaction or any proposed course of conduct in
administering the Loan (either before or after the occurrence of
an Event of Default) be requested in writing by the Lead Lenders
from Lenders, such Lenders shall approve or deny such request
in writing and shall deliver the writing to the Lead Lenders
within ten (10) calendar days after the Lenders’
receipt of the Lead Lender’s request. Any Lenders’
failure to respond within the ten (10) calendar days shall
be deemed consent by such Lender to such request.
(d) Lead Lenders do not assume and shall have no
responsibility or liability, express or implied, for
(i) the collectibility of the Loan made to Borrowers under,
or the enforceability of, any of the Loan Documents, or
(ii) the financial condition or creditworthiness of the
Borrowers, or (iii) any credit or other information
furnished by the Borrowers to Lead Lenders, or (iv) the
value of any collateral for the Loan.
2.6 Lead Lender Rights as Lender. The Lead Lender in
its capacity as a lender hereunder shall have the same rights,
powers and obligations hereunder as all other Lenders and may
exercise the same as though it were not acting as the Lead
Lender.
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SECTION 3. ADMINISTRATION OF LOAN
3.1 Administration and Servicing
of Loan. In administering and servicing the Loan, Lead
Lenders shall act in its own behalf as to its interest in the
Loan and shall act as an independent contractor (and not as an
agent or trustee) for the Lenders with respect to their
respective interests in the Loan. The lenders hereby appoint and
authorize Lead lenders to act for and on behalf of the Lenders
with regard to the Loan, subject to the restrictions set forth
in this Agreement. Lead Lenders shall utilize its own facilities
and equipment and its own employees and other persons authorized
under the Loan Documents in the administering and servicing of
the Loans, all without cost to the Lenders.
In its administering and servicing of the Loan, Lead Lenders
shall perform the following duties (the enumeration of said
duties not being intended to limit the duties to be performed by
Lead Lenders in accordance with the foregoing paragraph) and
shall be subject to the following restrictions and shall have
the following rights:
(a) Possession of Loan
Documents. For the benefit of the Lenders, Lead Lenders
shall hold in its possession at its principal office executed
originals of all the Loan Documents for each Loan assigned and
shall deliver conformed copies of each thereof to the Lenders.
(b) Expenses/Losses. In the event
that any reasonable legal expenses or other expenses for the
preservation of the collateral for the Loan or for the enforcement of
the Loan are incurred by Lead Lenders in connection with the Loan or
on or after or in connection with the occurrence of an Event of
Default or the enforcement of any of the Loan Documents (including
fees of counsel and other expenses), Lead Lenders shall bear and
advance all such costs. Upon receipt of reimbursement for such
expenses from Borrowers or any other person, Lead Lenders shall be
entitled to retain such reimbursement.
(c) Collections. Lead Lenders
shall use reasonable efforts to collect all payments of principal,
interest and fees due from the Borrowers under the Loan Documents and
shall remit to the Lenders on a monthly basis a payment calculated at
the agreed Interest Rate based on the outstanding balance of the
Participation Interest. The Lenders shall have the right to an
accounting for all monies received by Lead Lenders in connection with
each Loan that has a Participation Interest by Lenders.
(d) Payment Returns. If any
payment received by Lead Lenders and distributed or credited to the
Lenders is later rescinded or is otherwise required to be returned by
Lead Lenders to the Borrowers for whatever reason (including, without
limitation, settlement of an alleged claim), the Lenders shall be
entitled to retain any payment received. The covenant contained in
this paragraph shall survive the termination of this Agreement.
(e) Records. Lead
Lenders shall maintain such books and records relating to the
Loan as it would were the Loan made solely by Lead Lenders,
which books and records shall be made available to the Lenders
at Lead Lender’s main branch in Las Vegas, Nevada at all
reasonable times for purposes of inspection, examination and
audit upon no less than forty-eight (48) hours prior notice.
(f) Information. During
the term of this Agreement, Lead Lenders shall provide to the
Lenders complete and current information as to the accrual
status of the Loan and the status of principal and interest
payments, and all information supplied by Borrowers in
connection with the Loan. The Lenders will treat all such
information as confidential, except that disclosure thereof may
be made if required by law or the order of a court having
jurisdiction.
(g) Administrative
Decisions. Lead Lenders shall not, without written
consent of Lenders, (1) release, or agree to the substitution of
other security for any portion of the Real Property, Leasehold
Rights and/or Collateral securing the Loans, (2) grant any
release in favor of the Borrowers under the Loan Documents, or
waive the Lenders’ rights to enforce the obligations of the
Borrowers, (3) agree to the revision, modification or amendment
of any of the Loan Documents, or (4) consent to or accept the
cancellation or termination of any of the Loan Documents, except
upon payment in full of each Loan. Subject to the foregoing
limitations, and until the occurrence and declaration of an
Event of Default under the Loan Documents and Borrowers failure
to cure within twenty (20) days, Lead Lenders shall have the
right to make decisions in connection with the day-to-day
administration and servicing of the Loan, relating to
inspections, review of financial data, and other matters of an
ordinary nature involved in the administration and servicing of
the Loan, without the Lenders’ prior review or approval.
(h) Reasonable
Efforts. If any Event of Default shall occur under any
of the Loans, Lead Lenders shall use reasonable efforts in
accordance with the Loan Documents to cause the Borrowers,
Guarantors and/or Limited Guarantors to remedy the default.
(i) Hazard Insurance and
Condemnation Awards. If Lead Lenders becomes aware of
any damage to or actual or potential condemnation affecting any
material portion of the Real Property, Leasehold Rights and/or
Collateral securing the Loans, Lead Lenders will promptly notify
Lenders thereof. The proceeds of any insurance recovery or
condemnation award received by Lead Lenders and not immediately
disbursed or applied to the repayment of the Loan or not
otherwise distributed by Lead Lenders shall be deposited in an
interest-bearing account, in trust for all lenders, and the
income, if any, received by Lead Lenders from such account and
not payable to others shall be shared with the Lenders in
accordance with terms of this Agreement.
| 3.2 | Payment Priorities Between Lead Lenders and Lenders. |
(a) Lead Lenders and Lenders agree that all payment and/or
prepayment of principal due on the Loan, received by the Lead
Lenders, shall be for held for the account of the Lenders and Lead
Lenders as their respective interests may appear, and such payment
shall be applied in the following order of priority: (i) first
to the payment of that portion of principal of the Loan provided by
Xxxxx Financial and Xxxxx Mortgage Investment Fund (ii) next to
pay any accrued or outstanding interest due Lenders at the agreed
Interest Rate (iii) next to that portion of the principal of the
Loan provided by Vestin Mortgage and Vestin Fund I and Vestin
Fund II. In the event of default under the Loan Documents,
Vestin and Vestin Fund I and Vestin Fund II agree to
purchase the Participation Interest of Xxxxx Financial and Xxxxx
Mortgage Investment Fund for the outstanding balance of that
Participation Interest plus any accrued interest. Vestin Mortgage,
Vestin Fund I and Vestin Fund II shall not be entitled to
receive any payment of its Pro Rata Share of the principal of the
Loan in question until Xxxxx Financial and Xxxxx Mortgage Investment
Fund has received payment in full of its Participation Interest of
the principal of the Loan and all accrued interest, late charges,
default interest, and any other charges payable to Lenders under this
Agreement.
(b) Each payment of interest on the Loan, received by the Lead
Lender, shall be for the account of the Lenders and Lead Lenders as
their respective interests may appear, and such payment shall be
applied first to the payment of agreed Interest Rate due on the
Participation Interest of the Loan assigned to Xxxxx Financial or
Xxxxx Mortgage Investment Fund for such period that the Interest is
due.
(c) As an example, assume Lenders purchase an Assignment of a
24.40385% Participation Interest in a $20,800,000 Loan. The Loan
carries an interest rate of 14.0% and pays monthly Interest only
payments at the rate of 10.0%, with the remaining 4.0% to be paid at
the maturity of the Loan. Lenders and Lead Lenders would receive the
following.
Example 1: Borrowers make a monthly payment of
$242,666.67. Lenders are paid their full share of interest at 10% on
$5,000,000.00 or $58,333.33. Vesting Mortgage, Vestin Fund I or
Vestin Fund II receives $184,333.34 or the balance of the
interest paid.
Example 2: Borrowers make a monthly payment of $60,000.
Lenders are paid their full share of interest at 10% on $5,000,000.00
or $58,333.33. Vestin Mortgage, Vestin Fund I or Vestin
Fund II is receives $1,666.67, or the balance of the interest
paid.
Example 3: Borrowers do not make a monthly payment,
default, declare bankruptcy or withhold payments for any reason then,
Lead Lenders pays 10% on $5,000,000.00. At this point Lead Lender may
buy Lender out of the loan for $5,000,000.00, plus any accrued
interest, including the 4.0% interest due at the maturity of the Loan.
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Example 4: Borrowers payoff a portion of the Loan.
Lenders are paid their full Pro Rata Share of the principal balance
of the Participation Interest and interest at 10% to the date of
payoff, together with the Pro Rata Share of the 4.0% interest due at
the maturity of the Loan.
Example 5: Borrowers
pay off the Loan. Lenders are paid their full Pro Rata Share of the
Loan equal to their Participation Interest plus unpaid interest at
10%, and the 4.0% interest due at the maturity of the Loan.
3.3 Defaults
Under Loan Documents; Enforcement of Remedies. If foreclosure or
similar proceedings are commenced under the Loan Documents, Lead
Lenders shall buy out the Participation Interest of Xxxxx Financial
or Xxxxx Mortgage Investment Fund at the sole an absolute discretion
of Lenders.
3.4 Notices
under Collateral Documents. Lead Lenders shall deliver to the
Lenders, promptly upon receipt thereof, duplicates or copies of all
notices, requests and other instruments received by it from any other
party under or pursuant to any of the Loan Documents, if not
previously furnished to the Lenders.
SECTION 4. RESIGNATION OR REMOVAL OF LEAD LENDER
Lead
Lenders will repurchase the Participation Interests of Lenders at
Lenders sole and absolute discretion at any time “for
cause”. The term “for cause” shall be limited to Lead
Lenders’ (i) material breach of the terms of this
Agreement, or (ii) fraud committed against Borrowers or Lenders,
or (iii) criminal acts committed against Borrowers or Lenders.
Upon any such removal, the Lenders shall have the right to appoint a
successor Lead Lender.
SECTION 5.
TERMINATION OF AGREEMENT
Upon
final payment in full of the loan or
all obligations owing to Lenders, such Lenders shall cease to be a
party to this Agreement; provided, however, if all or any part of any
payments to such Lenders are invalidated or set aside or required to
be repaid to any Person in any Bankruptcy Proceeding or otherwise,
then this Agreement shall be renewed as of such date and shall
thereafter continue in full force and effect to the extent of the Loan so
invalidated, set aside or repaid. If any portion of this agreement is
declared to be invalid or unenforceable then the remaining portions of
the Agreement remain in full force and effect.
SECTION 6.
INDEMNIFICATION OF LENDER
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Vestin Mortgage, Vestin Fund I and Vestin Fund II
indemnifies Xxxxx Financial and Xxxxx Mortgage Investment Fund
for all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever which may be imposed on, incurred
by or asserted against them in any way relating to or arising
out of this Agreement or by their participation in any Loan or
by any action brought by any Borrower including all claims
relating to the origination of the Loans, except for the gross
negligence or willful misconduct of Lenders or the breach by
Lenders of the terms of this Agreement.
SECTION 7. NOT A JOINT
VENTURE
Neither the execution of this Agreement nor the Lenders’
several ownership of interests in Loans, nor any agreement to
share in profits or losses arising as a result of the Loans, is
intended to be, nor shall it be construed to be: (a) the
formation of a partnership or joint venture between the Lead
Lenders and Lenders, or (b) the creation of a loan
transaction between the Lead Lenders, as lender, and Lender, as
borrower. Vestin Mortgage, in its capacity as Lead Lender, shall
not be deemed to be a trustee for the Lenders in connection with
the Loans or their interests therein. Vestin Mortgage, in its
capacity as Lead Lender, shall owe to the Lenders no duty except
as specifically set forth in this Agreement, and no lender shall
be liable to any other person for the liability of any other
lender arising in connection with the Loans or any transaction
related to the Loans, except as may be expressly set forth in
this Agreement.
SECTION 8. MISCELLANEOUS
8.1 Amendment. Neither
this Agreement nor any provision hereof may be amended, waived,
discharged or terminated orally, but only by an instrument in
writing signed by all parties hereto.
8.2 Headings. The
headings in this Agreement are for convenience of reference only
and shall not define or limit the provisions hereof.
8.3 Applicable
Law. This Agreement shall be
construed in accordance with and governed by the laws of the
State of Nevada.
8.4 Parties in Interest:
Decisions by Majority
Lenders. All of the terms,
covenants and conditions contained in this Agreement shall inure
to the benefit of and be binding upon the parties hereto and
their permitted successors and assigns. There shall be no
third-party beneficiaries of this Agreement.
8.5 Further Sale, Pledge,
etc. Lead Lender may not sell,
pledge, assign or otherwise transfer all or any part of its
interest in any Loan without the prior written consent of
Lenders, which consent shall not be
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| unreasonably withheld. In the event all or any part of Lead Lenders interest in any Loan is sold, pledged, assigned or otherwise transferred, Lead Lenders obligations under this Agreement will not be relieved. |
8.6 Notices. Notices under this Agreement shall be
in writing and personally delivered or sent by certified or
registered U.S. mail, or a recognized air courier service,
return receipt requested, or by telecopy, acknowledgment of
receipt requested, to the parties at their addresses specified
in the first paragraph of this Agreement. Such addresses may be
changed from time to time by the addressee by serving notice as
provided above.
8.7 Counterpart Execution. This Agreement may be
executed in any number of counterparts with the same effect as
if all parties had signed the same document. All counterparts
shall be construed together and shall constitute one agreement.
8.8 Attorney’s Clause. If legal action is
instituted to enforce the terms of this Agreement, the
prevailing parties shall be entitled to recover from the losing
parties, all costs of collection and enforcement, including
reasonable attorney’s fees. For purposes of this section,
the award and recovery of attorney’s fees shall survive the
entry of any judgment thereon and shall include, without
limitation, fees incurred in the following: (1) Post
Judgment Motions; (2) Contempt Proceedings;
(3) Garnishment, levy, debtor and third party examinations;
(4) Discovery; (5) Bankruptcy proceedings or other
litigation; and (6) appeals.
[END OF TEXT, CONTINUED ON NEXT PAGE]
IN
WITNESS WHEREOF, the Lenders have caused this instrument to
be duly executed as of the day and year first above written.
| VESTIN MORTGAGE, INC., | |
| a Nevada corporation |
| By |
|
|
| Its | ||
| By |
|
|
| Its |
| VESTIN FUND I, LLC | |
| a Nevada corporation |
| By |
|
|
| Its | ||
| By |
|
|
| Its |
| VESTIN FUND II, LLC | |
| a Nevada corporation |
| By |
|
|
| Its | ||
| By |
|
|
| Its |
| XXXXX FINANCIAL GROUP, INC., | |
| a California corporation |
| By | /s/ Xxxxxxx X. Xxxxx |
|
|
|
| Xxxxxxx X. Xxxxx, President | |
| XXXXX MORTGAGE INVESTMENT FUND, | |
| a California Limited Partnership | |
| By: Xxxxx Financial Group, Inc., |
| Its: | General Partner | ||
| By | /s/ Xxxxxxx X. Xxxxx | ||
|
|
|||
| Xxxxxxx X. Xxxxx, President | |||
IN WITNESS WHEREOF, the Lenders have caused this instrument to
be duly executed as of the day and year first above written.
| VESTIN MORTGAGE, INC., | |
| a Nevada corporation |
| By | /s/ Xxxxxx X. Xxxxxx |
|
|
|
| Its Xxxxxx X. Xxxxxx | |
| Senior Vice President |
| By |
|
|
|
| Its |
| VESTIN FUND I, LLC | |
| a Nevada corporation |
| By | /s/ Vestin Mortgage, Inc., a Nevada Corporation |
|
|
|
| Its Manager |
| By | /s/ Xxxxxx X. Xxxxxx |
|
|
|
| Its Xxxxxx X. Xxxxxx, Senior Vice President |
| VESTIN FUND II, LLC | |
| a Nevada corporation |
| By | /s/ Vestin Mortgage, Inc., a Nevada corporation |
|
|
|
| Its Manager |
| By | /s/ Xxxxxx X. Xxxxxx |
|
|
|
| Its Xxxxxx X. Xxxxxx, Senior Vice President |
| XXXXX FINANCIAL GROUP, INC., | |
| a California corporation |
| By |
|
|
|
| Its |
| By |
|
|
|
| Its |
| XXXXX MORTGAGE INVESTMENT FUND, | |
| a California Limited Partnership |
| By |
|
|
|
| Its |
| By |
|
|
|
| Its |
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