AMENDED AND RESTATED TRUST AGREEMENT among VESTIN REALTY MORTGAGE II, INC., AS DEPOSITOR THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION AS PROPERTY TRUSTEE THE BANK OF NEW YORK (DELAWARE), AS DELAWARE TRUSTEE AND THE ADMINISTRATIVE TRUSTEES...Trust Agreement • June 27th, 2007 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT (“Trust Agreement”), dated as of June 22, 2007, among (i) Vestin Realty Mortgage II, Inc., a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York Trust Company, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Michael V. Shustek, an individual, Daniel Stubbs, an individual, and Rocio Revollo, an individual, each of whose address is c/o Vestin Realty Mortgage II, Inc., 8379 West Sunset Road, Las Vegas, Nevada 89113, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
Junior Subordinated Indenture between Vestin Realty Mortgage II, Inc. and The Bank of New York Trust Company, National Association, as Trustee Dated as of June 22, 2007Vestin Realty Mortgage II, Inc • June 27th, 2007 • Real estate investment trusts • New York
Junior Subordinated Indenture, dated as of June 22, 2007, between Vestin Realty Mortgage II, Inc., a Maryland corporation (the “Company”), and The Bank of New York Trust Company,National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
RECITALS:Intercreditor Agreement • May 20th, 2005 • Vestin Realty Trust II, Inc • Nevada
Vestin Realty Trust II, Inc. and StockTrans, Inc. as Rights Agent RIGHTS AGREEMENT Dated as of , 2005Rights Agreement • December 20th, 2005 • Vestin Realty Trust II, Inc • Real estate investment trusts • Delaware
RIGHTS AGREEMENT, dated as of , 2005 (the “Agreement”), between Vestin Realty Trust II, Inc., Maryland corporation (the “Company”), and StockTrans, Inc., a Delaware corporation, as rights agent (the “Rights Agent”).
PURCHASE AGREEMENT among VESTIN REALTY MORTGAGE II, INC., VESTIN II CAPITAL TRUST I and BEAR, STEARNS & CO. INC. Dated as of June 22, 2007Purchase Agreement • June 27th, 2007 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • New York
Pursuant to Section 3(f) of the Purchase Agreement, Richards, Layton & Finger, P.A., counsel for the Delaware Trustee, shall deliver an opinion to the effect that:
RECITALS:Intercreditor Agreement • May 20th, 2005 • Vestin Realty Trust II, Inc • Nevada
ACCOUNTING SERVICES AGREEMENTAccounting Services Agreement • September 15th, 2009 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Nevada
This Accounting Services Agreement (the “Agreement”) is made and entered into as of this ____ day of April, 2009, by and between Strategix Solutions, LLC, a Nevada limited liability company (“Strategix”), having its primary place of business at 3441 S. Eastern Ave., Las Vegas, Nevada 89169 and Vestin Realty Mortgage II, Inc., a Maryland corporation (“Vestin”), having its primary place of business at 6149 S. Rainbow Blvd., Las Vegas, Nevada 89118.
ARTICLE I DEFINITIONSParticipation Agreement • May 20th, 2005 • Vestin Realty Trust II, Inc • Nevada
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 26th, 2006 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Nevada
THIS INTERCREDITOR AGREEMENT, dated as of October 13, 2006 (this “Agreement”), is entered into by and between VESTIN MORTGAGE, INC., a Nevada corporation (“Vestin”), VESTIN ORIGINATIONS, INC., a Nevada corporation (“Originations”), VESTIN REALTY MORTGAGE I, Inc., a Maryland corporation (“VRM I”), VESTIN REALTY MORTGAGE II, Inc., a Maryland corporation (“VRM II”) and VESTIN FUND III, LLC, a Nevada limited liability company (“VF III”) whose principal place of business and post office address is 8379 West Sunset Road, Las Vegas, Nevada. 89113, (individually, “Lead Lender, or collectively, “Lead Lenders” and OWENS FINANCIAL GROUP, INC.., a California corporation (“Owens Financial”) and OWENS MORTGAGE INVESTMENT FUND, a California Limited Partnership (“Owens Mortgage Investment Fund”) whose principal place of business and post office address is 2221 Olympic Boulevard, Walnut Creek, California 94595, (individually, a “Lender”, or collectively, “Lenders”)
PERSONAL & CONFIDENTIAL Mr. Steven E. Reed Re: Letter Agreement for Employment of Steve Reed Dear Mr. Reed:Letter Agreement • May 9th, 2014 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Nevada
The purpose of this Letter Agreement (“Letter Agreement”) is to memorialize the agreement for employment of you (“Reed”) by MVP Realty Advisors, LLC, a Nevada limited liability company (“MVP”).. This Letter Agreement shall be binding and effective as of the date of the last execution or May 5, 2014, whichever occurs later (the “Effective Date”)
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • August 13th, 2014 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Nevada
This Agreement, dated as of August 11, 2014 (“Effective Date”), is between Steven E. Reed ("Reed") and MVP REIT, Inc., a Maryland corporation (“REIT”), MVP Realty Advisors, LLC, a Nevada limited-liability company (“Advisors”) and MVP American Securities, LLC, a Nevada limited liability company (“MVPAMS”)(REIT, Advisors and MVPAMS are collectively referred to herein as “MVP Entities” and individually as an “MVP Entity”). Reed and MVP Entities are collectively referred to herein as the “Parties.”
RECITALSAssignment Agreement • May 20th, 2005 • Vestin Realty Trust II, Inc • California
DEED IN LIEU AGREEMENTDeed in Lieu Agreement • March 16th, 2012 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Texas
THIS DEED IN LIEU AGREEMENT (“Agreement”) is entered into as of February 7, 2012 (the “Effective Date”), by and among PRESIDIO HOTEL FORT WORTH, L.P., a Texas limited partnership (“Borrower”), PHM SERVICES, INC., a Nevada corporation (“PHM Services”), and PRESIDIO FT. WORTH HOTEL, L.L.C., a Nevada limited liability company (“Lender”).
RIGHTSTAR FORECLOSURE RESOLUTION AGREEMENT ENABLES DEATH CARE ASSETS AUCTIONRightstar Foreclosure Resolution Agreement • May 10th, 2007 • Vestin Realty Mortgage II, Inc • Real estate investment trusts
Las Vegas, NV, May 9, 2007 The State of Hawaii, Vestin Realty Mortgage I, Inc. (Nasdaq:VRTA), Vestin Realty Mortgage II, Inc. (Nasdaq:VRTB), Vestin Mortgage, Inc. (collectively reference herein as Vestin) and Comerica Incorporated (NYSE:CMA) today announced that the assets of the embattled RightStar Corporations in Hawaii will be sold to the highest bidder at public auction pending Hawaii Circuit Court approval of the foreclosure resolution agreement. The assets to be sold include RightStar’s 13 cemeteries and funeral homes previously owned by The Loewen Group, Inc. The assets account for nearly 50 percent of the insular Hawaii death care market. The cemeteries and funeral homes have remained going concerns under the aegis of the Circuit Court’s Receiver following loan defaults and trust fund deficits incurred by RightStar.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 13th, 2012 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Delaware
This First Amendment (the “Amendment”) to the Rights Agreement, dated as of March __, 2006 (the “Agreement”), by and between Vestin Realty Mortgage II, Inc., a Maryland corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. (formerly StockTrans, Inc.), as rights agent (the “Rights Agent”), is entered into as of July 9, 2012, by and between the Company and the Rights Agent.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 14th, 2012 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Hawaii
MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) dated as of this 3d day of October, 2011, by and between NorthStar Hawaii, LLC, a Delaware limited liability company or its assigns (the “Buyer”) on one hand, and Vestin Realty Mortgage I, Inc., a Maryland corporation (“VRMI”) and Vestin Realty Mortgage II, Inc., a Maryland corporation (“VRMII”, and collectively with VRMI, referred to as “Sellers”) and Buyer and Sellers are collectively referred to as the “Parties”).
MEMBERSHIP PURCHASE AGREEMENTMembership Purchase Agreement • May 14th, 2014 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Nevada
This Membership Purchase Agreement (the “Agreement”) is made and entered into as of the 26th, day of March 2014, by and between MVP Real Estate Holdings, LLC, a Nevada limited liability company (“Seller”), Vestin Realty Mortgage II, Inc., a Maryland corporation (“Purchaser”) and Building C, LLC, a Nevada limited liability company (the “Company”).
PURCHASE AND SALE AGREEMENTAssignment and Assumption Agreement • August 1st, 2013 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into by and between OC PARKING FORT LAUDERDALE LLC, a Delaware limited liability company (“Fort Lauderdale Seller”), OC PARKING BALTIMORE LLC, a Delaware limited liability company, OC PARKING MEMPHIS POPLAR LLC, a Delaware limited liability company, OC PARKING KANSAS CITY LLC, a Delaware limited liability company, OC PARKING MEMPHIS COURT LLC, a Delaware limited liability company, and OC PARKING ST. LOUIS LLC, a Delaware limited liability company (each a “Seller” and collectively referred to herein as the “Sellers”), and MVP PF FORT LAUDERDALE 2013, LLC, MVP PF BALTIMORE 2013, LLC, MVP PF KANSAS CITY 2013, LLC, MVP PF ST. LOUIS 2013, LLC, MVP PF MEMPHIS POPLAR 2013, LLC AND MVP PF MEMPHIS COURT 2013, LLC, each being a Nevada limited liability company (collectively “Buyer”). The term “Seller” or “Sellers” as used in this Agreement with respect to each Property shall mean and only apply to the Seller of the Property
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • December 26th, 2013 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Delaware
This MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) is dated as of December 19, 2013 (the “Effective Date”), and is made by and between MVP Capital Partners, LLC (the “Seller”) and Vestin Realty Mortgage II, Inc. (the “Buyer”).
Please see attached PDF copy of Membership Interest Purchase AgreementVestin Realty Mortgage II, Inc • November 14th, 2011 • Real estate investment trusts
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 27th, 2009 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of February 3, 2009 (the "Effective Date"), is entered into by and among VESTIN REALTY MORTGAGE II, INC., a Maryland corporation (the "Company"), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as successor trustee to The Bank of New York Trust Company, National Association (the "Trustee"), and, solely as to the provisions of Article III, TABERNA PREFERRED FUNDING VIII, LTD. ("TPF VIII"), TABERNA PREFERRED FUNDING IX, LTD. ("TPF IX") and VESTIN II CAPITAL TRUST I ("Vestin Capital").
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 13th, 2012 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Maryland
This Second Amendment (the “Amendment”) to the Rights Agreement, dated as of March __, 2006, as amended (the “Agreement”), by and between Vestin Realty Mortgage II, Inc., a Maryland corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. (formerly StockTrans, Inc.), as rights agent (the “Rights Agent”), is entered into as of July 9, 2012, by and between the Company and the Rights Agent.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 1st, 2017 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Nevada
This MEMBERSHIP INTEREST PURCHASE AGREEMENT ("Agreement") dated as of this ____ day of January, 2017 ("Effective Date"), is entered into by and among Corporate Center Sunset, LLC, a Delaware limited liability company (the "Buyer"), Stable Properties CC, LLC, a Nevada limited liability company (the "Company"), and Par 3 Nevada, LLC a Nevada limited liability company ("Seller") (collectively Seller, Buyer, and the Company are the "Parties").
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 11th, 2008 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Nevada
THIS INTERCREDITOR AGREEMENT, dated as of June ____, 2008 (this "Agreement"), is entered into by and between VESTIN MORTGAGE, INC., a Nevada corporation (“Vestin”), VESTIN ORIGINATIONS, INC., a Nevada corporation (“Originations”) and VESTIN REALTY MORTGAGE II, Inc., a Maryland corporation (“VRM II”) whose principal place of business and post office address is 6149 S. Rainbow Blvd., Las Vegas, Nevada 89118, (individually, “Lead Lender, or collectively, “Lead Lenders” and OWENS FINANCIAL GROUP, INC., a California corporation (“Owens Financial”) and OWENS MORTGAGE INVESTMENT FUND, a California Limited Partnership (“Owens Mortgage Investment Fund”) whose principal place of business and post office address is 2221 Olympic Boulevard, Walnut Creek, California 94595, (individually, a “Lender”, or collectively, “Lenders”)
March 25, 2009 Michael Fralin Managing Director Taberna Capital Management, LLCVestin Realty Mortgage II, Inc • March 27th, 2009 • Real estate investment trusts
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 1st, 2017 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Nevada
This MEMBERSHIP INTEREST PURCHASE AGREEMENT ("Agreement") dated as of this ____ day of January, 2017 ("Effective Date"), is entered into by and among Corporate Center Sunset, LLC, a Delaware limited liability company (the "Buyer"), DT GRAT CS, LLC, a Nevada limited liability company ("Seller"), Stable Properties CC, LLC, a Nevada limited liability company (the "Company"), and Par 3 Nevada, LLC a Nevada limited liability company ("Par 3") (collectively Seller, Buyer, Par 3, and the Company are the "Parties").
FIRST AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • June 10th, 2009 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Delaware
THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT (this “Amendment”), dated as of May 27, 2009, is entered into by and among (i) Vestin Realty Mortgage II, Inc., a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York Mellon Trust Company, National Association, a national banking association, as successor trustee to The Bank of New York Trust Company, National Association, as property trustee (in such capacity, the “Property Trustee”), (iii) Michael V. Shustek, an individual, Daniel Stubbs, an individual, and Rocio Revollo, an individual, each of whose address is c/o Vestin Realty Mortgage II, Inc., 6149 S. Rainbow Blvd., Las Vegas, Nevada 89118, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (iv) Taberna Preferred Funding VIII, Ltd. (“TPF VIII”) and
June 25, 2009 Michael Fralin Managing Director Taberna Capital Management, LLCVestin Realty Mortgage II, Inc • July 1st, 2009 • Real estate investment trusts
VESTIN REALTY MORTGAGE II, INC.Vestin Realty Mortgage II, Inc • November 10th, 2008 • Real estate investment trusts
Reference is hereby made to that certain Junior Subordinated Indenture, dated as of June 22, 2007, by and between Vestin Realty Mortgage II, Inc. (the “Company”) and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association, the “Trustee”) (the “Indenture”). All capitalized terms used herein and not defined herein shall have the meaning ascribed to such terms in the Indenture.
JOINT FILING AGREEMENTJoint Filing Agreement • September 2nd, 2008 • Vestin Realty Mortgage II, Inc • Real estate investment trusts
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Vestin Realty Mortgage I, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth below.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 10th, 2009 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 27, 2009 (the “Effective Date”), is entered into by and among VESTIN REALTY MORTGAGE II, INC., a Maryland corporation (the “Company”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as successor trustee to The Bank of New York Trust Company, National Association (the “Trustee”), and, solely as to the provisions of Article II, TABERNA PREFERRED FUNDING VIII, LTD. (“TPF VIII”), TABERNA PREFERRED FUNDING IX, LTD. (“TPF IX”) and VESTIN II CAPITAL TRUST I (“Vestin Capital”).
