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2 '- ", . 200602394 ASSIGNMENT AND ASSUMPTION AGREEMENT WHEREAS, the undersigned Commercial Federal Mortgage Corporation ("CFMC") adopted, on August 23, 2002, a Plan of Complete Liquidation providing for its dissolution and liquidation, and; WHERAS, such Plan requires that all of the liabilities and obligations of CFMC be paid or provided for and that all of its assets and property be transferred to its shareholders in cancellation and redemption of their stock, and; WHEREAS, the undersigned Commercial Federal Bank, a Federal Savings Bank ("CFB") is the sole shareholder of CFMC, ~~,",'~'~"'~'-.. NOW, THEREFORE, in consIderation of me foregoing and the promises contained herein, the parties agree as follows: L CFMC. CFMC hereby assigns and CFB hereby assumes all liabilities and obligations of 2. CFMC hereby assigns, transfers and conveys to CFB all of its right, title, interest and power of every kind in all of its assets and property. 3. CFMC hereby agrees, in order to facilitate the transfer of assets and assumption of liabilities provided herein, to execute such other specific documents of conveyance or otherwise as CFB may reasonably request from time to time including without limitation deeds, bills of sale, assignments of mortgage, endorsements of instruments and powers of attorney_ 4. redemption, CPB agrees to tender all shares of stock in CFMC for canceUation__~nd__ This Assignment and Assumption Agreement is effective as of the close of business, September 30,2002. DATED this 30th day of September, 2002. I I I '"'"~~,~-'".'" COMMERCIAL FEDERAL BANK, A FEDERAL SAVINGS BANK ;" ~~~-----..........~- --~~~ By: Robert J. Hutchinson Its: President - Attest: 93966,1 '~fJ ::L , I I I L._.._______.___.__.. I