EXHIBIT 4 (ddd)
Assignment and Agreement between CRIIMI MAE Inc. and
CRIIMI MAE Financial Corporation II
ASSIGNMENT AND AGREEMENT
THIS ASSIGNMENT AND AGREEMENT dated as of the 22nd day of September, 1995,
by and between CRIIMI MAE INC., a Maryland Corporation ( Company ), and CRIIMI
MAE FINANCIAL CORPORATION II, 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
$237,777,630 plus $1,018,075 of accrued interest, all of which has been received
by the Subsidiary from the sale of the Funding Note to ▇▇▇▇▇▇▇ Mac.
3. Representation and Warranties of Company. Company represents and
warrants to Subsidiary as follows:
(a) Upon payment of the purchase price, the Company will hold good
and marketable title to the Collateral assigned and 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 Underwriters. The Federal Home Loan Mortgage
Corporation ( ▇▇▇▇▇▇▇ Mac ) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated 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 Purchase
Agreement, dated September 22, 1995, among Company, Subsidiary and ▇▇▇▇▇▇▇ Mac
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Title: Senior Vice President/Chief Financial
Officer
SUBSIDIARY:
CRIIMI MAE Financial Corporation II
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Title: Senior Vice President/Chief Financial
Officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Title: General Counsel