ARTICLE I THE MERGERAgreement and Plan of Merger • March 31st, 1999 • Main Place Funding LLC • Asset-backed securities • Delaware
EXHIBIT 1.1 UNDERWRITING AGREEMENT MAIN PLACE FUNDING, LLC UNDERWRITING AGREEMENT To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Dear Sirs: Main Place Funding, LLC, a Delaware limited liability...Underwriting Agreement • August 30th, 1999 • Main Place Funding LLC • Asset-backed securities • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is dated as of December 14, 1998, by NATIONSBANK, N.A (the "Assignor") and MAIN PLACE TRUST, a Delaware business trust (the "Assignee"). WHEREAS, Assignor...Assignment and Assumption Agreement • March 31st, 1999 • Main Place Funding LLC • Asset-backed securities • Delaware
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 31st, 1999 • Main Place Funding LLC • Asset-backed securities
Exhibit 10(e) MORTGAGE LOAN ASSIGNMENT Dated as of November 1, 1996 This Mortgage Loan Assignment (the "Assignment") dated as of November 1, 1996, is among Main Place Real Estate Investment Trust, a Maryland business trust (the "Trust"), NationsBank,...Main Place Real Estate Investment Trust /Md/ • November 14th, 1996 • Asset-backed securities • New York
Exhibit 10 CONTRIBUTION AGREEMENT ---------------------- Dated as of January 1, 1998 ---------------------------Contribution Agreement • May 15th, 1998 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • New York
1 EXHIBIT 10.1 SERVICING AGREEMENT Dated as of May 25, 1999Servicing Agreement • June 4th, 1999 • Main Place Funding LLC • Asset-backed securities • New York
Exhibit 10(n) ADVISORY AGREEMENT THIS AGREEMENT is made this 1st day of November between MAIN PLACE REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (the "Trust"), and NATIONSBANK, N.A., a national banking association (the...Advisory Agreement • November 14th, 1996 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • New York
TRUSTEE -------------- INDENTURE OF TRUSTMain Place Funding LLC • April 21st, 1999 • Asset-backed securities • New York
SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE SECTION 1.04. ACTS OF HOLDERS OF SECURITIES SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND THE ISSUER SECTION 1.06. NOTICES TO HOLDERS OF SECURITIES;...Main Place Real Estate Investment Trust /Md/ • May 15th, 1997 • Asset-backed securities • New York
Exhibit 4(b) FIRST SUPPLEMENTAL INDENTURE Dated as of November 1, 1996Indenture • November 14th, 1996 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities
AGREEMENT OF MERGERAgreement of Merger • March 31st, 1999 • Main Place Funding LLC • Asset-backed securities
OFAssignment and Assumption Agreement • March 31st, 1999 • Main Place Funding LLC • Asset-backed securities • Delaware
Exhibit 2(a)Stock Purchase Agreement • November 14th, 1996 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • New York
Exhibit 1(a) MAIN PLACE REAL ESTATE INVESTMENT TRUST UNDERWRITING AGREEMENTMain Place Real Estate Investment Trust /Md/ • May 15th, 1997 • Asset-backed securities • New York
OFLiability Company Agreement • March 31st, 1999 • Main Place Funding LLC • Asset-backed securities • Delaware
OFAssignment and Assumption Agreement • January 6th, 1999 • Main Place Funding LLC • Asset-backed securities • Delaware
EXHIBIT 10.1 FINANCIAL WARRANTY AGREEMENT between BANK OF AMERICA, N.A. and MAIN PLACE FUNDING, LLC Dated as of October 29, 2002 TABLE OF CONTENTS PageFinancial Warranty Agreement • November 14th, 2002 • Main Place Funding LLC • Asset-backed securities • New York
RECITALSContribution Agreement • November 14th, 1996 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • Delaware
Exhibit 10(g) MORTGAGE LOAN ASSIGNMENT Dated as of November 1, 1996 This Mortgage Loan Assignment (the "Assignment") dated as of November 1, 1996, is among Main Place Real Estate Investment Trust, a Maryland business trust (the "Trust"), NationsBank,...Main Place Real Estate Investment Trust /Md/ • November 14th, 1996 • Asset-backed securities • New York
Exhibit 10(h) MAIN PLACE FUNDING CORPORATION Main Place Funding Corporation (the "Corporation"), as borrower under that certain Amended and Restated Credit Agreement (the "Amended and Restated Credit Agreement") dated as of October 31, 1995 with...Main Place Real Estate Investment Trust /Md/ • November 14th, 1996 • Asset-backed securities
Main Place Funding Corporation (the "Corporation"), as borrower under that certain Amended and Restated Credit Agreement (the "Amended and Restated Credit Agreement") dated as of October 31, 1995 with NationsBank of Texas, N.A. ("NationsBank Texas") for the benefit of First Trust National Association, as trustee under the indenture of trust dated July 18, 1995, hereby assigns all of its rights, duties and obligations under the Amended and Restated Credit Agreement to Main Place Real Estate Investment Trust (the "Trust"), as successor in interest to the Corporation pursuant to the Agreement of Merger by and among the Corporation, the Trust and Main Place Holdings Corporation dated November 1, 1996.
Exhibit 10(f) MORTGAGE LOAN CONTRIBUTION AGREEMENT This Mortgage Loan Contribution Agreement, is made this 30th day of October, 1996 (this "Agreement"), by and between NationsBank, N.A., a national banking association (the "Bank"), and Main Place Real...Mortgage Loan Contribution Agreement • November 14th, 1996 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • New York
Exhibit 10(k) NATIONSBANK OF TEXAS, N.A. NationsBank of Texas, N.A. ("NationsBank Texas"), as lender under that certain Credit Agreement (the "Credit Agreement") dated as of October 31, 1995 with Main Place Funding Corporation ("Main Place Funding")...Main Place Real Estate Investment Trust /Md/ • November 14th, 1996 • Asset-backed securities
NationsBank of Texas, N.A. ("NationsBank Texas"), as lender under that certain Credit Agreement (the "Credit Agreement") dated as of October 31, 1995 with Main Place Funding Corporation ("Main Place Funding") for the benefit of First Trust National Association as trustee under indenture of trust dated October 31, 1995 hereby consents to the assignment of all of its rights, duties and obligations under the Credit Agreement by Main Place Funding to Main Place Real Estate Investment Trust, pursuant to the requirements of Section 9.8 of said Credit Agreement.
ARTICLE I DEFINITIONS 1 Section 1.1. General Definitions 1 Section 1.2. Generic Terms 3 ARTICLE II AMOUNT AND TERMS OF THE BANA FINANCIAL WARRANTY 4 Section 2.1. The BANA Financial Warranty 4 Section 2.2. Procedure for Issuance 4 Section 2.3....Financial Warranty Agreement • November 14th, 2002 • Main Place Funding LLC • Asset-backed securities • New York
Exhibit 10(c) MORTGAGE LOAN ASSIGNMENT Dated as of November 1, 1996 This Mortgage Loan Assignment (the "Assignment") dated as of November 1, 1996, is among Main Place Real Estate Investment Trust, a Maryland business trust (the "Trust"), NationsBank...Mortgage Loan Assignment • November 14th, 1996 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • New York
WITNESSETH THAT:Z) Contribution Agreement • March 31st, 1998 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • New York
Exhibit 10(j) MAIN PLACE FUNDING CORPORATION Main Place Funding Corporation (the "Corporation"), as borrower under that certain Credit Agreement (the "Credit Agreement") dated as of October 31, 1995 with NationsBank of Texas, N.A. ("NationsBank...Main Place Real Estate Investment Trust /Md/ • November 14th, 1996 • Asset-backed securities
Main Place Funding Corporation (the "Corporation"), as borrower under that certain Credit Agreement (the "Credit Agreement") dated as of October 31, 1995 with NationsBank of Texas, N.A. ("NationsBank Texas") for the benefit of First Trust National Association, as trustee under the indenture of trust dated October 31, 1995, hereby assigns all of its rights, duties and obligations under the Credit Agreement to Main Place Real Estate Investment Trust (the "Trust"), as successor in interest to the Corporation pursuant to the Agreement of Merger by and among the Corporation, the Trust and Main Place Holdings Corporation dated November 1, 1996.
ARTICLE III REPRESENTATIONS AND WARRANTIES OF NATIONSBANK, N.A.Contribution Agreement • November 14th, 1996 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • Delaware
FINANCIAL WARRANTY AGREEMENT between BANK OF AMERICA, N.A. and MAIN PLACE FUNDING, LLC Dated as of October 31, 2003Financial Warranty Agreement • November 14th, 2003 • Main Place Funding LLC • Asset-backed securities • New York
FINANCIAL WARRANTY AGREEMENT, dated as of October 31, 2003 (this ”Agreement”), between BANK OF AMERICA, N.A., a national banking association formed under the federal laws of the United States (“BANA”), and MAIN PLACE FUNDING, LLC, a limited liability company organized under the laws of the State of Delaware (“MPF”).
Exhibit 10(q) MORTGAGE NOTE TRANSFER AND CONTRIBUTION AGREEMENT Dated as of September 10, 1997 This Mortgage Note Transfer and Contribution Agreement (the "Agreement") dated as of September 10, 1997, is among Main Place Real Estate Investment Trust...Mortgage Note Transfer and Contribution Agreement • March 31st, 1998 • Main Place Real Estate Investment Trust /Md/ • Asset-backed securities • North Carolina
