EXHIBIT 4(mmm)
Assignment and Agreement by and between CRIIMI MAE Inc. and
CRIIMI MAE Financial Corporation III
ASSIGNMENT AND AGREEMENT
THIS ASSIGNMENT AND AGREEMENT dated as of the 15th day of December, 1995,
by and between CRIIMI MAE INC., a Maryland Corporation ("Company"), and CRIIMI
MAE FINANCIAL CORPORATION III, a Maryland Corporation ("Subsidiary").
1. Sale, Assignment and Transfer of Collateral. In consideration of
payment of the purchase price as set forth in paragraph 2 below, Company hereby
sells, assigns, transfers and conveys to Subsidiary all of the right, title and
interest of Company in and to the securities referred to in Schedule I hereto
and all the proceeds thereof (the "Collateral").
2. Purchase Price for Collateral and Other Benefits. The purchase price
of the Collateral hereby sold, assigned and transferred to Subsidiary is
$193,754,807.09 plus $540,073.86 of accrued interest, all of which has been
received by the Subsidiary from the sale of the Xxxxxx Xxx Guaranteed Grantor
Trust Pass-Through Certificates, Series 1995-T5 to Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation pursuant to the Dealer Agreement dated December 11, 1995,
among the Company, the Subsidiary and the Dealers (as defined therein).
3. Representation and Warranties of Company. Company represents and
warrants to Subsidiary as follows:
(a) The Company will hold good and marketable title to the Collateral
assigned and, upon payment of the purchase price, will transfer to the
Subsidiary free and clear of all mortgages, pledges, liens, claims
encumbrances, charges and security interests; and Company has the full
right to assign and transfer such Collateral to the Subsidiary.
(b) The sale, assignment and transfer of the Collateral pursuant to
this Agreement is in the best interest of the Company and represents a
reasonable and practicable course of action to improve the financial
position of the Company without impairing the rights and interests of the
creditors of the Company.
(c) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary corporate action of the Company and
this Agreement has been duly executed and delivered and constitutes a
legal, valid and binding obligation of the Company enforceable in
accordance with its terms.
4. Representations and Warranties of Subsidiary. Subsidiary represents
and warrants to Company as follows:
(a) The Subsidiary has been duly incorporated and is a validly
existing corporation in good standing under the laws of the State of
Maryland.
(b) The execution delivery and performance of this Agreement has been
duly authorized by all necessary corporate action of the Subsidiary and
this Agreement has been duly executed and delivered and constitutes a
legal, valid and binding obligation of the Subsidiary enforceable in
accordance with its terms.
5. Reliance by Issuer and Underwriter. The Federal National Mortgage
Association and the Underwriter shall be entitled to rely upon the validity and
effectiveness of this Agreement and the representations and warranties contained
herein.
6. Entire Agreement. This Agreement and the Funding Note Issuance and
Security Agreement, dated December 15, 1995, among Company, Subsidiary and
Xxxxxx Mae and all documents, instruments, agreements, schedules and exhibits
referred to herein and therein contain the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and
supersede all prior agreements, understandings, inducements and conditions,
express or implied, oral or written of any nature whatsoever with respect to the
subject matter hereof.
7. Governing Law. This Assignment and Agreement and all questions
relating to its validity, interpretation, performance and enforcement, shall be
governed by and construed, interpreted and enforced in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
COMPANY:
CRIIMI MAE INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
Chief Financial Officer
SUBSIDIARY:
CRIIMI MAE FINANCIAL CORPORATION III
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
Chief Financial Officer
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
General Counsel
