Item 1.01
EXHIBIT 10.30
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT (the "Agreement"), made this ______ day of December,
2004, by and between Rumson Mortgage Holdings LLC, a Delaware limited liability
company, having an office at Pembroke Companies, Inc., 70 East 55th Street, 7th
Floor, New York, New York 10022 ("Assignor") and DVL Mortgage Holdings, LLC,
Inc., having an address c/o Weiner & Co., 4 Denney Road, Wilmington, DE 19809,
Attention: Alan Casnoff, Esq. ("Assignee").
WHERAS, Assignor is the holder or owner of three (3) wrap mortgages and
notes and related loan documents (the "Wrap Mortgages") as heretofore amended
and assigned copies of which are annexed hereto on Exhibit "A"; and
WHEREAS, Assignor wishes to sell, and Assignee wishes to purchase, all of
the Assignor's right, title and interest in and to the Property;
NOW, THERFORE, by mutual agreement and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Assignment of Property. At the Closing (as hereinafter defined), the
following actions shall be taken:
A) Assignor does hereby transfer and assign all its right, title and
interest in and to and under the Notes and Wrap Mortgages to Assignee and
Assignee does hereby assume the Obligations of Assignor thereunder, by means of
the execution by Assignor and Assignee of a separate Assignment and Assumption
of Mortgage, pertaining to each of the Notes and Wrap Mortgages (each an
"Assignment"), with each such Assignment being substantially in the form annexed
hereto as Exhibit "B".
B) Assignee shall does hereby pay to Assignor and Assignor does
hereby acknowledge receipt of the sum of Two Million Dollars ($2,000,000), as
consideration for the transfer and assignment of the Property (the
"Consideration").
2. Representations, Warranties and Covenants of Assignor. Assignor hereby
represents, warrants and covenants to Assignee as follows:
A) The Notes and Wrap Mortgages are owned by Assignor, have not been
assigned, pledged or otherwise encumbered by Assignor, and have not been subject
to any liens placed thereon by third parties or by operation of law since the
respective dates of Assignor's acquisition thereof.
B) The Assignor has full authority to execute this Agreement and
other documents necessary to effectuate the purpose of this Agreement and has
the authority to sell and transfer the Property.
Item 1.01
3. Representations. Warranties and Covenants of Assignee. Assignee hereby
represents, warrants and covenants to Assignor as follows:
A) The Assignee has the authority to execute this Agreement and
other documents necessary to effectuate the purpose of this Agreement and has
the authority to purchase and assume the transfer of the property from Assignor.
B) Assignee acknowledges and agrees that the Property is sold,
transferred and assigned to Assignee on an "AS IS", "WHERE IS" basis and "WITH
ALL FAULTS".
4. Partnership Notification. Assignee has notified the partnerships that
the Wrap Mortgages have been assigned by Assignor to Assignee.
5. Governing Law; Assignment. This Agreement shall be interpreted under
the laws of the State of New York.
6. Notice. Notice by either party to the other hereunder shall be provided
in writing by hand, certified mail, return receipt requested or overnight
courier to the other party at its address first set forth above.
7. Expenses. Assignee shall pay the costs of recording the Assignments in
connection with this transaction.
8. Survival. The provisions of Section 2, 3 and 4 hereof shall survive the
Closing.
9. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
Item 1.01
IN WITNESS WHEREOF, the parties have executed this instrument as of the
day and year first written above.
ASSIGNOR:
RUMSON MORTGAGE HOLDINGS, LLC
By: PEMMIL MANAGEMENT LLC,
Managing Member
By: Pembroke Companies, Inc.,
a member
By: ____________________________
Name: Lawrence C. Cohen
Title: President
ASSIGNEE:
DVL MORTGAGE HOLDINGS, LLC
By: ____________________________
Name: Alan E. Casnoff
Title: Manager
Item 1.01
EXHIBIT "A"
Notes and Mortgages
Item 1.01
EXHIBIT "B"
Wrap Mortgage Assignment
ASSIGNMENT OF MORTGAGE
KNOW THAT, a ________________________________________ organized and
existing under the laws of the State of with an office and place of business
located at ________________________________________, as Assignor, and
_________________ having an office and place of business at
___________________________________________________ the Assignee;
In consideration of $10.00, and other good and valuable consideration,
receipt of which is hereby acknowledged, Assignor hereby assigns unto the
Assignee, that certain Mortgage dated __________________, plus a Note of even
date therewith, both in the amount of $________ from __________________, as
Mortgage to Assignor, as Mortgagee, which Mortgage was recorded in the Office of
the _________________ County Cleric, on ___________ in Book __________ at Page
__________;
TOGETHER, with the monies due and to become due hereon with interest;
TO HAVE AND TO HOLD the same unto the Assignee and to the successors,
legal representatives and assigns of the Assignee forever;
IT BEING EXPRESSLY UNDERSTOOD AND AGREED that this Assignment is made
without recourse to and without covenant or warranty, express or implied, by the
Assignor in any event whatsoever;
The Assignor is familiar with the facts hereunder, and on the basis of
said facts states that that the Assignee is not acting as a nominee of the
Mortgagor and that the Mortgage continues to secure a bona fide obligation.
IN WITNESS WHEREOF, the Assignor has duly executed this Assignment this
_______ day of December, 2004.
By: ________________________________
Name: ______________________________
Title: _____________________________