ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made as of the 7th day of April, 1998, by and
between:
OCWEN CAPITAL CORPORATION, a corporation organized
and existing pursuant to the laws of the State of Florida
("Assignor"); and
OAIC XXXX STREET, LLC., a limited liability company
organized under the laws of the State of Delaware
("Assignee").
WHEREAS, Assignor is the purchaser pursuant to that certain Purchase
and Sale Agreement dated March 3, 1998 and amendments thereto, by and between
Pacific Resources Development Inc., a California corporation, as seller
("Seller"), and Assignor, as purchaser (the "Purchase Agreement"); and
WHEREAS, Assignor has agreed to assign and convey, and Assignee has
agreed to accept and assume, all of the rights, entitlements, liabilities,
performances and obligations of Assignor in accordance with the terms of the
Purchase Agreement and this Assignment and Assumption Agreement. All capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Purchase Agreement.
NOW, THEREFORE, WITNESSETH, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
1. ASSIGNMENT
Assignor does hereby grant, convey, assign, sell and transfer unto
Assignee, all of Assignor's right, title to and interest in the Purchase
Agreement, together with all rights, remedies, obligations, liabilities and
performances derived therefrom, occurring in connection therewith or evolving
therefrom by operation of law.
2. ASSUMPTION
In consideration of the grant, conveyance, transfer, sale and
assignment set forth in Section 1 hereof, Assignee hereby accepts all of the
rights, title to and interests of Assignor in the Purchase Agreement, occurring
in connection therewith or evolving therefrom by operation of law, and further
assumes, undertakes and agrees to perform all of the obligations, liabilities
and performances of Assignor under the Purchase Agreement.
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3. DEPOSIT
Assignor hereby sets over, conveys, and assigns to Assignee all of
Assignor's right, title to and interest in the Deposit. Assignor shall direct
the Seller to apply any and all Deposits, monies, or other amounts previously
expended by or paid on behalf of Assignor in connection with the Purchase
Agreement to any and all sums now due by Assignee to Seller in connection with
the terms and conditions of the Purchase Agreement.
4. EFFECTIVE DATE
This assignment is effective on, at and as of the date and year first
above written, which date is prior to the expiration of the Due Diligence Period
of the Purchase Agreement.
5. MISCELLANEOUS
(a) This Agreement shall be binding upon and inure to the benefit of
the Assignor and the Assignee and their successors and assigns.
(b) This Agreement shall be interpreted and construed in accordance
with the laws of the State of California.
(c) The parties agree to execute any further or additional documents
considered necessary, appropriate, or proper to effectuate the purposes and
intent of this Agreement.
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IN WITNESS WHEREOF, the parties have hereto executed this Agreement
under seal as of the day and year first hereinabove written.
WITNESS/ATTEST: OCWEN CAPITAL CORPORATION
a Florida Corporation
/s/ XXXXXXX X. XXXX By: /s/ XXXX X. XXXXXX (SEAL)
-------------------------------- ---------------------------------
Xxxxxxx X. Xxxx Name: Xxxx X. Xxxxxx
Title: Senior Vice President
WITNESS/ATTEST: OAIC XXXX STREET, LLC
a Delaware limited
liability corporation
/s/ XXXXXXX X. XXXX
-------------------------------- By: /s/ XXXXX X. XXXXX (SEAL)
Xxxxxxx X. Xxxx ---------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
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