EXHIBIT 10.28
MORTGAGE ASSIGNMENT AGREEMENT
MORTGAGE ASSIGNMENT AGREEMENT (the "Agreement"), made this 8th day of
August, 2000, by and between Rumson Mortgage Holdings LLC, a Delaware limited
liability company, having an office c/o Pembroke Companies, Inc. 00 Xxxx 00xx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Assignor") and DVL, Inc., having
an office at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Assignee").
WHEREAS, Assignor is the holder of certain Notes and Mortgages as
heretofore amended and assigned (the "Loan Documents"), secured by various
properties (the "Properties"); and
WHEREAS, the Properties, the respective owners thereof (the
"Partnerships"), and the documents by which the mortgagee's interest in the Loan
Documents was transferred to Assignor, are listed on Exhibit "A" annexed hereto;
and
WHEREAS, Assignor wishes to sell, and Assignee wishes to purchase, all of
the Assignor's right, title and interest in and to the Loan Documents;
NOW, THEREFORE, 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 LOAN DOCUMENTS. At the Closing (as hereinafter defined),
the following actions shall be taken:
A. Assignor shall transfer and assign all its right, title and
interest in and to the Loan Documents to Assignee and Assignee shall assume the
obligations of mortgagee thereunder, by means of the execution by Assignor and
Assignee of a separate Assignment and Assumption of Mortgage and Note,
pertaining to each Property (each an "Assignment"), with each such Assignment
being substantially in the form annexed hereto as Exhibit "B". The form of
Assignment shall be modified in such manner as may be necessary in order to
conform to the recording requirements of the jurisdiction in which the Property
affected by the Loan Documents is located.
B. Assignee shall pay to Assignor, the sum of Nine Hundred Thousand
Dollars AND 00/100 ($900,000.00), at Closing, as consideration for the transfer
and assignment of the Loan Documents (the "Consideration"), as follows: (i)
$700,000, by wire transfer of immediately available funds, in accordance with
the instructions attached hereto as Exhibit "C" and (ii) $200,000, by delivery
of a promissory note made payable to Assignor in substantially the form attached
hereto as Exhibit "D".
2. CLOSING. The closing of the transfer of the Assignor's interest in the
Loan Documents (the "Closing") shall be conducted in person at Assignor's office
on August __, 2000 (the "Closing Date"). On the Closing Date, the parties shall
execute the Assignment for each of the Properties and Assignee shall then wire
the Consideration to Assignor.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNOR. Assignor hereby
represents, warrants and covenants to Assignee as follows:
A. The Loan Documents were acquired by Assignor pursuant to the
instruments set forth on Exhibit "A", have not been assigned, pledged or
otherwise encumbered by Assignor, and have not been subjected to any liens
placed thereon by third parties or by operation of law since the respective
dates of Assignor's acquisition thereof as set forth on Exhibit "A".
B. The Assignor has the 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 Loan Documents to Assignee.
It shall be a condition of Assignee's obligation to effect the Closing
that the representations set forth in the Section 3 shall be true and correct as
of the Closing Date as if made at and as of said date.
4. 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 the Loan Documents from
Assignor.
B. Assignee acknowledges and agrees that the Loan Documents are
sold, transferred and assigned to Assignee on an "AS IS", "WHERE IS" basis and
"WITH ALL FAULTS".
5. PARTNERSHIP NOTIFICATION. As soon as practicable after the Closing
Date, Assignee shall notify the Partnerships that the Loan Documents have been
assigned by Assignor to Assignee.
6. GOVERNING LAW; ASSIGNMENT. This Agreement shall be interpreted under
the laws of the State of New York. Assignor may not assign this Agreement under
any circumstances. Assignee may assign this Agreement only with Assignor's prior
written consent, except that no such consent shall be required for an assignment
to an affiliate of Assignee.
7. 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.
8. EXPENSES. Assignee shall pay the costs of recording the Assignments in
connection with this transaction.
11 SURVIVAL. The provisions of Sections 3, 4 and 5 hereof shall survive
the Closing.
12. 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.
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:
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Xxxxxxxx X. Xxxxx
President
ASSIGNEE:
DVL, INC.
By:
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Xxxx Xxxxxxx
Executive Vice President
EXHIBIT A
PROPERTIES, OWNERS AND LOAN DOCUMENTS
Recording or Other Data
for Document Transferring
Mortgagee's Interest to
PARTNERSHIP PROPERTY ASSIGNOR
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Champlain Associates Champlain, NY Dated as of June 3, 1998 and recorded
June 25, 1998 as Instrument No. 101702
in the Clinton County Clerk's Office,
New York
Ava Associates Ava, New Hampshire Dated August 20, 1998 and recorded in
the at Book 1764, Page 121 in the
Xxxxxxx County Registry of Deeds,
New Hampshire
EXHIBIT C
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WIRE TRANSFER INSTRUCTIONS
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[To be inserted]
