Exhibit 10.3
EXECUTION COPY
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This Assignment and
Assumption Agreement dated as of December 17, 2008, among
CBRE REALTY FINANCE MANAGEMENT, LLC , a Delaware limited
liability company having an address at CityPlace I, 185 Asylum
Street, 31 st Floor, Hartford, Connecticut
06103 (the “ Assignor ”), and CBRE REALTY
FINANCE, INC. , a Maryland corporation having an address at
CityPlace I, 185 Asylum Street, 31 st Floor, Hartford, Connecticut
06103 (the “ Assignee ”).
WHEREAS, CBRE Realty Finance CDO
2007-1, Ltd., an exempted company incorporated under the laws of
the Cayman Islands, as issuer (the “ Issuer ”)
and the Assignor entered into a Collateral Management Agreement
dated as of April 2, 2007, as amended on December 12,
2008 (and as further amended, amended and restated, supplemented or
otherwise modified from time to time, the “ Collateral
Management Agreement ”);
WHEREAS, the Assignor wishes to
assign and delegate to the Assignee all rights and obligations of
the Assignor under the Collateral Management Agreement and the
Assignee wishes to acquire and assume from the Assignor all rights
and obligations of the Assignor under the Collateral Management
Agreement; and
WHEREAS, the Collateral Management
Agreement permits the assignment and assumption contemplated herein
upon satisfaction of the conditions provided in Section 13(b)
therein;
NOW, THEREFORE, for the avoidance of
doubt, the parties hereto agree as follows:
1. Effective Date . The
effective date of this Agreement shall be January 1, 2009 (the
“ Effective Date ”).
2. Assignment . For good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, as of the Effective Date, the Assignor
assigns, transfers and sets over to the Assignee all rights and
obligations of the Assignor under the Collateral Management
Agreement and the Assignee hereby accepts the assignment and
transfer of all the rights, title and interest, powers and
privileges, remedies, obligations and duties of the Assignor under
the Collateral Management Agreement. As of the Effective Date, the
assignment herein (a) vests and thereafter at all times will
vest in the Assignee all right, title and interest in and to the
Collateral Management Agreement, and (b) obligates and
thereafter at all times will obligate the Assignee to perform all
duties and to assume and fulfill any of the liabilities and
obligations of the Assignor now or hereafter existing under the
Collateral Management Agreement, and such constitutes a valid
assignment enforceable against the Assignee and all successors,
assigns and creditors of the Assignee. For the avoidance of doubt,
the Assignee shall not be responsible for nor incur any liability
in respect of any acts or omissions of the Assignor occurring prior
to the Effective Date as a result of the assignment
herein.
3. Assumption . As of the
Effective Date, the Assignor delegates and the Assignee assumes and
agrees to perform all obligations of the Assignor with respect to
the Collateral Management Agreement with the same force
and
