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 is the sole member of Main Place Funding, LLC, a
Delaware limited liability company formerly known as Main Place Holdings, LLC
(the "LLC"), and, in accordance with the Limited Liability Company Agreement of
the LLC dated as of October 15, 1998 (the "LLC Agreement"), Assignor holds a
100% membership interest in the LLC (the "LLC Interest").
WHEREAS, Assignee is a newly-formed Delaware business trust and has
not conducted any business or operations, or acquired any assets.
WHEREAS, Assignor desires to transfer, as a capital contribution, in
exchange for all of the equity interests in Assignee one percent (1%) of its LLC
Interest (the "Transferred Interest") to Assignee, and Assignee desires to
accept the Transferred Interest on the terms set forth below.
NOW THEREFORE, in consideration of the premises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the parties hereto hereby
agrees as follows:
1. Assignor hereby transfers, assigns, sells, grants and conveys unto
Assignee, its successors and assigns, all of the rights, title and interest of
Assignor in, to and under the Transferred Interest. This transfer and assignment
is made without representation or warranty except as set forth in this
Agreement.
2. Assignee hereby affirms and accepts all the terms, conditions and
provisions of the LLC Agreement and agrees to be bound by and to the same, and
Assignee's execution of this Agreement shall be deemed to constitute Assignee's
execution of a counterpart signature page to the LLC Agreement.
3. Assignor represents and warrants that (a) it is the sole owner of the
Transferred Interest, and owns the Transferred Interest free and clear of any
lien, encumbrance or security interest, and (b) it has not assigned any or all
of its rights, title or interest in the Transferred Interest to any other person
or entity.
4. The terms of this Agreement shall be binding upon and shall inure to the
benefit of the Assignor, the Assignee and their respective successors and
assigns. All representations and warranties made herein shall survive the
execution and delivery of this Agreement.
5. This Agreement constitutes the complete agreement of the parties hereto
with respect to the subject matter referred to herein and supersedes all prior
or contemporaneous negotiations, promises, covenants, agreements or
representations of every nature whatsoever with respect thereto, all of which
have become merged and finally integrated into this Agreement. This Agreement
may not be amended, modified or supplemented except by an instrument in writing
executed by both parties hereto.
6. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without giving effect to the
conflicts of law provisions thereof.
7. This Agreement may be executed in multiple counterparts, each one of
which shall constitute an original executed copy of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS)
IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this Agreement as of the date first above written.
NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name:
Title:
MAIN PLACE TRUST
By: /s/ Xxxx X. Xxxx
--------------------------
Name:
Title:
The undersigned, being the sole member and sole manager of Main Place
Funding, LLC (the "LLC"), hereby admits Main Place Trust as a member of the LLC.
Dated: December 14, 1998 NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name:
Title:
