Exhibit 10.2(e)
WORLD OMNI FINANCIAL CORP.
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August 29, 1996
Toyota Motor Credit Corporation
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RE: Pooling and Servicing Agreement, dated as of August 1, 1996,
by and among World Omni Retail Funding, Inc., World Omni
Financial Corp. and First Bank National Association, as Trustee
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Ladies and Gentlemen:
Reference is hereby made to the above-referenced agreement (the
"Pooling and Servicing Agreement") and to the Purchase Agreement, dated as of
August 1, 1996, by and between you and the undersigned (together with the
Pooling and Servicing Agreement, the "Agreements"). Initially capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed thereto in the Pooling and Servicing Agreement.
The Financial Services Agreement, dated December 21, 1984, between
you and the undersigned (the "FSA"), is hereby terminated by mutual rescission
in accordance with Section 11 thereof, and the parties hereto hereby waive the
written notice of termination provided for therein. Each of the parties'
respresentations and indemnities set forth in the FSA shall survive the
termination of the FSA hereby. In additon, the parties hereto hereby
acknowledge and agree that under no circumstances shall this Letter Agreement
be deemed an amendment of the FSA.
The undersigned hereby agrees to indemnify you for any liability
(including attorneys' fees), costs, damages, claims or actions as a result of
the undersigned's misuse of your name and/or logo in fulfilling its
obligations as Servicer under the Pooling and Servicing Agreement.
If the foregoing accurately reflects your understanding with respect
to the matters contained herein, please acknowledge your agreement hereto by
signing the enclosed copy of this letter and returning it to us.
WORLD OMNI FINANCIAL CORP.
By /S/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Accepted and Agreed:
TOYTA MOTOR CREDIT CORPORATION
By /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
and General Manager
