ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of October 23, 1995,
among WORLD OMNI FINANCIAL CORP., a Florida corporation ("WOFC") and OMNI
FINANCIAL SERVICES OF AMERICA, INC., a Delaware corporation, its successors and
assigns ("OFSA").
WITNESSETH:
WHEREAS, WOFC has entered into the following agreements, each as
amended from time to time:
a. Servicing Agreement by and between World Omni Financial Corp. and
Gulf States Financial Services, Inc. d/b/a Gulf States Acceptance Company,
effective as of the 27th day of May, 1993; and
b. Sub-Servicing Agreement by and between World Omni Financial Corp.
and Gulf States Acceptance Company, d/b/a Gulf States Acceptance Company dated
as of the 1st day of September, 1994; and
c. Sub-Servicing Agreement by and between World Omni Financial Corp.
and Gulf States Acceptance Company, d/b/a Gulf States Acceptance Company dated
as of the 1st day of April, 1995; and
d. Servicing Agreement by and between World Omni Financial Corp. and
First City Finance, Inc. effective as of the 15th day of May, 1995; and
e. Amended and Restated Servicing Agreement by and between World Omni
Financial Corp. and National Auto Finance Company, LP, effective as of the 15th
day of December, 1994; and
f. Servicing Agreement between World Omni Financial Corp. and First
Lenders Indemnity Company, effective as of the 1st day of September, 1995;
(the above agreements collectively referred to as the "Assigned Agreements");
WHEREAS, WOFC wishes to assign all of its rights and obligations under
the Assigned Agreements to OFSA and OFSA wishes to assume such rights and
obligations;
NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereto hereby agree as follows:
1. For good and valuable consideration, the receipt of which is hereby
acknowledged, WOFC hereby assigns, transfers and sets over onto OFSA all the
rights, title and interest, powers, privileges and remedies of WOFC in and to
the Assigned Agreements and to any and all amounts which may be or become due
or owing to WOFC under the Assigned Agreements. In furtherance of the foregoing
assignment and transfer, WOFC hereby authorizes and empowers OFSA in OFSA's own
name, or in the name of OFSA's nominee or in the name and as attorney for WOFC,
hereby irrevocably constituted, to ask, demand, xxx for, collect, receive and
enforce any and all sums to which WOFC is or may become entitled under the
Assigned Agreements, as well as for the purpose of carrying out the terms of
this Assignment and Assumption Agreement to take any and all action and to
execute any and all instruments which may be necessary to accomplish the
purposes of this Assignment and Assumption Agreement, but at the expense and
liability and for the sole benefit of OFSA. This power is a power coupled with
an interest and shall be irrevocable. OFSA hereby agrees to assume, as of the
date of this Agreement, all the duties, liabilities and obligations of WOFC
under the Assigned Agreements.
2. This Assignment and Assumption Agreement may be amended, from time
to time, by the parties hereto in writing executed by each of them.
3. Each party hereto agrees to do and perform, from time to time, any
and all acts and to execute any and all further instruments required or
reasonably requested by the other party hereto fully to effect the purposes of
this Assignment and Assumption Agreement.
4. This Assignment and Assumption Agreement may be executed in any
number of counterparts, each of which counterpart shall be an original, but all
of which shall constitute one and the same instrument.
5. This Assignment and Assumption Agreement shall be construed in
accordance with the laws of the state of Florida.
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers duly authorized as of the day and
year first above written.
WORLD OMNI FINANCIAL CORP.
By:
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Name: Xxxx Xxxxxx
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Title: Vice President
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Date: October 23, 1995
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OMNI FINANCIAL SERVICES OF AMERICA, INC.
By:
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Name: Xxxxx Xxxxx
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Title: President
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Date: October 23, 1995
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