CONTRIBUTION AGREEMENT
DATED AS OF SEPTEMBER 20, 1996
This Contribution Agreement (the "Agreement") dated as of
September 20, 1996, is between Main Place Funding Corporation, a Delaware
corporation (the "Issuer"), and NationsBank, N.A. (South), a national banking
association ("NationsBank South").
WITNESSETH THAT:
WHEREAS, NationsBank South desires to transfer legal and
equitable title to certain of the mortgage notes which are listed in Exhibit A
attached hereto (the "Mortgage Notes") to the Issuer pursuant to the terms of
this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter contained, it is mutually covenanted and agreed as follows:
1. CONTRIBUTION OF MORTGAGE NOTES. NationsBank South does
hereby transfer, assign, set over and otherwise convey to the Issuer all of its
right, title and interest in and to the Mortgage Notes, including all interest
and principal received or receivable by it on or with respect to the Mortgage
Notes after the date of this Agreement, together with all of its right, title
and interest in and to the proceeds of any related title, hazard, private
mortgage or other insurance policies.
At the direction of the Issuer, NationsBank South hereby
delivers to the Trustee or the Custodian all documents, instruments and
agreements required to be delivered by the Issuer to the Trustee or the
Custodian, respectively, under the Indenture of Trust dated as of October 31,
1995, (the "Indenture"), between the issuer and First Trust National
Association, as trustee (the "Trustee"), relating to the issuance by the Issuer
of its Mortgage-Backed Bonds, Series 1995-2 Due 2000. Terms used without
definition herein shall have the respective meanings assigned to them in the
Indenture.
2. REPRESENTATIONS AND WARRANTIES. NationsBank South hereby
represents and warrants to the Issuer as of the date of this Agreement (unless
otherwise indicated) that:
(i) the information set forth with respect to the
Mortgage Notes in Exhibit A hereto is true and correct in all
material respects at the date or dates respecting which such
information is furnished as specified therein;
(ii) NationsBank South is the sole owner and holder
of each Mortgage Note, free and clear of any and all liens,
pledges, charges or security interests of any nature and has
full right and authority to sell and assign the same;
(iii) each Mortgage Note is either an Eligible
Adjustable-Rate Mortgage Note or an Eligible Fixed-Rate
Mortgage Note, as applicable, and all of the Mortgage Notes,
individually and collectively, are Eligible Mortgage Notes;
(iv) to the best of NationsBank South's knowledge,
all taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges previously due and owing
have been paid, or an escrow of funds in an amount sufficient
to pay for every such item which remains unpaid has been
established to the extent permitted by law; and NationsBank
South has not advanced funds, directly or indirectly, for the
payment of any amount required by any Mortgage, except for
interest accruing from the date of related Mortgage note or
date of disbursement of any Mortgage Note proceeds, whichever
is later, to the date which precedes by 30 days the first due
date under any related Mortgage Note;
(v) to the best of NationsBank South's knowledge,
there is no proceeding pending or threatened for the total or
partial condemnation of any Mortgaged Property and any
Mortgaged Property is undamaged by water, fire, earthquake or
earth movement, windstorm, flood, tornado or similar casualty
(excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which NationsBank South makes no
representation), so as to affect adversely the value of any
Mortgaged Property as security for any Mortgage Note or the
use for which such premises were intended;
(vi) each Mortgage Note meets, or is exempt from,
applicable state or federal laws, regulations and other
requirements pertaining to usury, and such Mortgage Note is
not usurious; any and all requirements of any federal, state
or local law with respect to the origination of the Mortgage
Notes including, without limitation, truth-in-lending, real
estate settlement procedures, consumer credit protection,
equal credit opportunity or disclosure laws applicable to the
Mortgage notes have been complied with;
(vii) each Mortgage Note, related Mortgage and other
agreements executed in connection therewith are genuine, and
each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law); and, to the
best of NationsBank South's knowledge, all parties to each
Mortgage Note had legal capacity to execute each such Mortgage
Note and each such Mortgage Note has been duly and properly
executed by the mortgagor;
(viii) the Mortgaged Property securing each Mortgage
Note is insured by an insurer acceptable to FNMA or FHLMC
against loss by fire and such hazards as are covered under a
standard extended coverage endorsement, in an amount which is
not less than the lesser of 100% of the insurable value of the
Mortgaged Property and the outstanding principal balance of
the Mortgage Note, but in no event less than the minimum
amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a
condominium
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unit, it is included under the coverage afforded by a blanket
policy for the project; if upon origination of the Mortgage
Note, the improvements on the Mortgaged Property were in an
area indemnified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a
flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in
effect with a generally acceptable insurance carrier, in an
amount representing coverage not less than the least of (A)
the outstanding principal balance of the Mortgage Note, (B)
the full insurable value and (C) the maximum amount of
insurance which was available under the Flood Disaster
Protection Act of 1973; and each Mortgage obligates the
mortgagor thereunder to maintain all such insurance at the
mortgagor's cost and expense;
(ix) to the best of the NationsBank South's
knowledge, there is no default, breach, violation or event of
acceleration existing under any Mortgage or the related
Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of
acceleration; NationsBank South has not waived any default,
breach, violation or event of acceleration; no foreclosure
action is threatened or has been commenced by NationsBank
South with respect to any Mortgage Note;
(x) each Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security, including
realization by judicial foreclosure (subject to any limitation
arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other law for
the relief of debtors), and there is no homestead or other
exemption available to the mortgagor which would interfere
with such right of foreclosure; and
(xi) to the best of NationsBank South's knowledge, no
mortgagor is a debtor in any state or federal bankruptcy or
insolvency proceeding.
No representations or warranties are made by NationsBank South
as to the absence or effect of hazardous wastes or hazardous substances on any
of the Mortgaged Properties or on the lien of any Mortgage or with respect to
the absence or effect of fraud in the origination of any Mortgage Note, and any
loss or liability resulting from the presence or effect of such hazardous
wastes, hazardous substances or fraud will be borne solely by the Issuer.
3. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to principles of conflicts of law.
4. COUNTERPARTS. This Agreement may be executed in a number of
counterparts, each of which shall be deemed an original for all purposes and all
of which constitute, collectively, one Agreement.
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IN WITNESS WHEREOF, the Issuer and NationsBank South have
caused this Agreement to be duly executed by their respective officers as of the
day and year first above written.
MAIN PLACE FUNDING CORPORATION
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: President and Treasurer
NATIONSBANK, N.A. (SOUTH)
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Senior Vice President
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