EXHIBIT 1
ASSIGNMENT WITHOUT RECOURSE, REPRESENTATION
OR WARRANTY
NYLIFE Government Mortgage Plus Limited Partnership, a
Massachusetts limited partnership having an address at 51 Madison
Avenue, New York, New York 10010 (herein the "Assignor"), in
consideration of ten ($10.00) dollars and other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, does hereby as of August 21, 1996 (herein the
"Effective Date") sell, assign, transfer, set over, grant and
convey, without representation, recourse or warranty, express or
implied, of any sort whatsoever or for any reason whatsoever,
to Greystone Funding Corporation, having an address at 132 West
57th Street, 60th Floor, New York, New York 10019 (herein the
"Assignee"), from and after the Effective Date, all of
Assignor's right, title, and interest in and to the following
documents (hereinafter referred to collectively as the
"Documents"):
1. Additional Interest Agreement dated February 21, 1990 by
and between Boiling Springs Apartments, Ltd. ("Borrower") and
Assignor;
2. Subordinate Mortgage, Assignment of Leases and Rents and
Security Agreement made by Borrower, dated February 21, 1990,
recorded February 23, 1990 in Mortgage Book 2057, Page 610 and
Deed Book 1369, Page 845 securing performance of Borrower's
obligations under the Additional Interest Agreement;
3. Security Agreement dated February 21, 1990 executed by
A. Bowen Ballard (hereinafter "Ballard") pledging Ballard's
partnership interest in Borrower to secure performance of
Borrower's obligations under the Additional Interest Agreement;
4. Security Agreement dated February 21, 1990 executed by
James M. Bohannon (hereinafter "Bohannon") pledging Bohannon's
partnership interest in Borrower to secure performance of
Borrower's obligations under the Additional Interest Agreement;
5. Security Agreement dated February 21, 1990 executed by
Joseph C. Williams, Jr. (hereinafter "Williams") pledging
William's partnership interest in Borrower to secure performance
of Borrower's obligations under the Additional Interest
Agreement;
6. Security Agreement dated February 21, 1990 executed by
John D. Blanchard (hereinafter "Blanchard") pledging Blanchard's
partnership interest in Borrower to secure performance of
Borrower's obligations under the Additional Interest Agreement;
7. Security Agreement dated February 21, 1990 executed by
Steven D. Hughes (hereinafter "Hughes") pledging Hughes'
partnership interest in Borrower to secure performance of
Borrower's obligations under the Additional Interest Agreement;
8. Security Agreement dated February 21, 1990 executed by
Steven D. Hughes, Jr. (hereinafter "Hughes, Jr") pledging Hughes,
Jr's partnership interest in Borrower to secure performance of
Borrower's obligations under the Additional Interest Agreement;
9. Security Agreement dated February 21, 1990 executed by
Stephen B. Maxwell (hereinafter "Maxwell") pledging Maxwell's
partnership interest in Borrower to secure performance of
Borrower's obligations under the Additional Interest Agreement;
10. Security Agreement dated February 21, 1990 executed by
William E. Noblin, III, M.D. (hereinafter "Noblin"; Ballard,
Bohannon, Williams, Blanchard, Hughes, Hughes, Jr., Maxwell and
Noblin being hereinafter sometimes referred to jointly and
severally as the "Partners") pledging Noblin's partnership
interest in Borrower to secure performance of Borrower's
obligations under the Additional Interest Agreement;
EXHIBIT 1
11. Supplemental Interest Agreement dated February 22, 1990
by and between Partners and Assignor;
12. Security Agreement dated February 21, 1990 executed by
Ballard pledging Ballard's partnership interest in Borrower to
secure performance of (a) Partners obligations under that certain
Promissory Note in the amount of $600,000.00 dated February 21,
1990 made jointly and severally and delivered to Assignor by the
Partners as makers thereunder (hereinafter the "Note") and (b)
Partners' obligations under the Supplemental Interest Agreement;
13. Security Agreement dated February 21, 1990 executed by
Bohannon pledging Bohannon's partnership interest in Borrower to
secure performance of (a) Partners' obligations under the Note
and (b) Partners' obligations under the Supplemental Interest
Agreement;
14. Security Agreement dated February 21, 1990 executed by
Williams pledging William's partnership interest in Borrower to
secure performance of (a) Partners' obligations under the Note
and (b) Partners' obligations under the Supplemental Interest
Agreement;
15. Security Agreement dated February 21, 1990 executed by
Blanchard pledging Blanchard's partnership interest in Borrower
to secure performance of (a) Partners' obligations under the Note
and (b) Partners' obligations under the Supplemental Interest
Agreement;
16. Security Agreement dated February 21, 1990 executed by
Hughes pledging Hughes' partnership interest in Borrower to
secure performance of (a) Partners' obligations under the Note
and (b) Partners' obligations under the Supplemental Interest
Agreement;
17. Security Agreement dated February 21, 1990 executed by
Hughes, Jr pledging Hughes, Jr's partnership interest in Borrower
to secure performance of (a) Partners' obligations under the Note
and (b) Partners's obligations under the Supplemental Interest
Agreement;
18. Security Agreement dated February 21, 1990 executed by
Maxwell pledging Maxwell's partnership interest in Borrower to
secure performance of (a) Partners' obligations under the Note
and (b) the Supplemental Interest Agreement;
19. Security Agreement dated February 21, 1990 executed by
Noblin pledging Noblin's partnership interest in Borrower to
secure performance of (a) Partners' obligations under the Note
and (b) the Supplemental Interest Agreement;
TOGETHER with the bonds, notes or obligations described in
the Documents and all moneys and interest due and to become due
thereon from and after the Effective Date.
TO HAVE AND TO HOLD the same unto the Assignee, and to the
successors, legal representatives and assigns of the Assignee
forever from and after the Effective Date.
IN WITNESS WHEREOF, Assignor has caused this Assignment to
be executed by its duly authorized officer on this 19th day of
August, 1996.
Witness: NYLIFE Mortgage Government Plus
Limited Partnership
By: NYLIFE Realty Inc.
general partner
/s/ Neil D. Bramwell By: /s/ Kevin M. Micucci
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Name: Neil D. Bramwell Name: Kevin M. Micucci
Title: President
State of New York )
) ss.:
County of New York )
On this 19th day of August, 1996, before me personally came
Kevin M. Micucci, to me known, who being by me duly sworn did depose
and say that he resides at 336 Kimberly Place, West Islip, NY
11795; that NYLIFE Realty Inc., the general partner of the
corporation which executed the foregoing instrument on behalf of NYLIFE
Government Mortgage Plus Limited Partnership, the Massachusetts limited
partnership described in the foregoing instrument; and that he (she)
signed his name thereto by order of the Board of Directors of said
corporation.
/s/ Elizabeth M. Akian
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Notary Public
ELIZABETH M. AKIAN
Notary Public, State of New York
No. 5027206
Qualified in New York County
Commission Expires May 2, 1998