EXHIBIT 10.38
GENERAL ASSIGNMENT AND ASSUMPTION OF LOAN
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FOR VALUE RECEIVED, the undersigned, Imperial Bank, a California banking
corporation ("Assignor"), hereby sells, assigns and transfers to Imperial Credit
Industries, Inc., a California corporation ("Assignee"), all of Assignor's
right, title and interest in, to and under the Loan more fully described on
Exhibit A (the "Loan") and any and all agreements, instruments and documents
executed and delivered pursuant thereto (collectively the "Loan Documents").
In consideration of the foregoing sale, assignment and transfer, Xxxxxxxx
hereby agrees to assume and comply with and perform as of and after the date
hereof all of Assignor's duties, obligations, liabilities and responsibilities
under or in connection with the Loan and the Loan Documents, whether known or
unknown. From and after the date hereof, Xxxxxxxx agrees to observe and be bound
by the terms and conditions of the Loan Documents and by the obligations of
Assignor thereunder as fully and to the same extent as if Assignee had been an
original party thereto.
This General Assignment and Assumption of Loan shall be binding upon and
shall inure to the benefit of Assignor and Assignee and their respective
successors and assigns.
This General Assignment and Assumption of Loan is made without
representation or warranty by or recourse of any kind except as set forth in
that certain Asset Purchase Agreement dated as of October 1, 1999, between
Assignor and Assignee.
This General Assignment and Assumption shall be governed by, and construed
in accordance with, the laws of the State of California.
This General Assignment and Assumption of Loan may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this General Assignment
and Assumption of Loan to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
Dated: ______________, 1999
Imperial Bank, a California banking
corporation, as Assignor
By: ___________________________________
Its: __________________________________
By: ___________________________________
Its: __________________________________
Imperial Credit Industries, Inc., a
California corporation, as Assignee
By: ___________________________________
Its: __________________________________
By: ___________________________________
Its: __________________________________
2
Exhibit A
Description of Loan: _______________________________
Name of Borrower: __________________________________
Date of Loan Agreement: ____________________________
Original Principal of Note from Borrower: $ ________
CONSENT AND RELEASE
The undersigned hereby consents to the foregoing sale, assignment and
transfer by the Assignor to the Assignee and to the Assignee's assumption of all
of Assignor's duties, obligations, liabilities and responsibilities under or in
connection with the Loans and the Loan Documents, whether known or unknown, as
of and after the date of said sale, assignment and transfer. The undersigned
releases Assignor from all of its obligations under or in connection with the
Loans and the Loan Documents as of the date of said sale, assignment and
transfer.
Dated: ______________, 1999
[Name of Borrower]
By: ___________________________________
Its: __________________________________
By: ___________________________________
Its: __________________________________
