Exhibit 2
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 May 8, 1991 by and
between HG Partners Limited Partnership ("Borrower") and Assignor;
2. Additional Interest Deed of Trust, Security Agreement
and Assignment of Leases, Rents and Profits dated May 8, 1991
made by Borrower, recorded May 10, 1991, in the Clerk's Office
Circuit Court of the City of Hampton, State of Virginia, as
Instrument No. 910005222, securing performance of Borrower's
performance under the Additional Interest Agreement;
3. Security Agreement dated May 8, 1991 executed by
Borrower securing Borrower's performance of its obligations under
the Additional Interest Agreement;
4. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Bradley J. Waitzer (hereinafter
"Waitzer") pledging Waitzer's partnership interest in Borrower to
secure performance of Borrower's obligations under the Additional
Interest Agreement;
5. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Richard M. Waitzer (hereinafter
"RMW") pledging RMW's partnership interest in Borrower to secure
performance of Borrower's obligations under the Additional
Interest Agreement;
6. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Scott G. Waitzer (hereinafter
"SGW") pledging SGW's partnership interest in Borrower to secure
performance of Borrower's obligations under the Additional
Interest Agreement;
7. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Edwin S. Waitzer (hereinafter
"ESW") pledging ESW's partnership interest in Borrower to secure
performance of Borrower's obligations under the Additional
Interest Agreement;
8. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Murray Wholesale Drug Corporation
(hereinafter "Murray") pledging Murray's partnership interest in
Borrower to secure performance of Borrower's obligations under
the Additional Interest Agreement;
9. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Sterling Development Inc.
(hereinafter "Sterling"; Waitzer, RMW, SGW, ESW, Murray and
Sterling being hereinafter sometimes jointly and severally
referred to as "Partners") pledging Sterling's partnership
interest in Borrower to secure performance of Borrower's
obligations under the Additional Interest Agreement;
Exhibit 2
10. Supplemental Interest Agreement dated May 8, 1991 by
and between Partners and Assignor;
11. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Waitzer pledging Waitzer's
partnership interest in Borrower to secure performance of (a)
Partners obligations under that certain Promissory Note in the
amount of $1,200,000.00 dated May 8, 1991 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;
12. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by RMW pledging RMW's partnership
interest in Borrower to secure performance of (a) Partners'
obligations under the Note and (b) Partners' obligations under
the Supplemental Interest Agreement;
13. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by SGW pledging SGW'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. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by ESW pledging ESW'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. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Murray pledging Murray' partnership
interest in Borrower to secure performance of (a) Partners'
obligations under the Note and (b) Partners' obligations under
the Supplemental Interest Agreement;
16. Pledge of Partnership Interests and Security Agreement
dated May 8, 1991 executed by Sterling pledging Sterling'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;
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 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