MAIN PLACE FUNDING LLC
FINANCIAL WARRANTY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>FINANCIAL WARRANTY AGREEMENT
<TEXT>
<PAGE>

EXHIBIT 10.2

FINANCIAL WARRANTY AGREEMENT
between
BANK OF AMERICA, N.A.
and
MAIN PLACE FUNDING, LLC
Dated as of November 1, 2002

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. Conditions Precedent to Effectiveness                4
Section 2.4. MPF Warranty Fee                                     5
Section 2.5. MPF Drawdown Amount                                  5
ARTICLE III  INDEMNIFICATION                                      5
Section 3.1. Survival                                             5
Section 3.2. Indemnification                                      5
Section 3.3. Indemnification Procedure                            6
ARTICLE IV   FURTHER AGREEMENTS                                   7
Section 4.1. Obligations Absolute                                 7
Section 4.2. Participations and Assignments                       7
Section 4.3. MPF Obligations                                      7
Section 4.4. Limitation of Liability of BANA                      7
Section 4.5. Costs and Expenses                                   8
ARTICLE V    CONFIDENTIALITY                                      8
Section 5.1. Confidentiality Obligations of BANA                  8
ARTICLE VI   TERMINATION                                          8
Section 6.1. Termination                                          8
ARTICLE VII  MISCELLANEOUS                                        8
Section 7.1. Amendments and Waivers                               8
Section 7.2. Notices                                              9
Section 7.3. No Waiver, Remedies and Severability                 9
Section 7.4. Payments                                             9
Section 7.5. Governing Law                                       10
Section 7.6. Counterparts                                        10
Section 7.7. Paragraph Headings                                  10
Section 7.8. Time of the Essence                                 10
Section 7.9. No Third-Party Rights                               10

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Section 7.10.Further Assurances                                  10

Exhibit A    Merrill Lynch Financial Warranty Agreement
Exhibit B    Form of BANA Financial Warranty

FINANCIAL WARRANTY AGREEMENT
FINANCIAL WARRANTY AGREEMENT, dated as of November 1, 2002 (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").
W I T N E S S E T H:
WHEREAS, Merrill Lynch Investment Managers, L.P., Merrill Lynch Principal
Protected Trust, on behalf of its series, Merrill Lynch Fundamental Growth
Principal Protected Fund (the "Fund"), and MPF have entered into a Financial
Warranty Agreement, dated as of November 1, 2002 (the "Merrill Lynch Financial
Warranty Agreement"), a copy of which is attached hereto as Exhibit A;
WHEREAS, the Fund has requested MPF, and MPF has agreed, to issue a financial
warranty (such financial warranty being the "Merrill Lynch Financial Warranty")
in the amount of up to $500 million under the terms of the Merrill Lynch
Financial Warranty Agreement;
WHEREAS, MPF desires to hedge its risk under the Merrill Lynch Financial
Warranty Agreement and in that regard has requested BANA, and BANA has agreed,
to issue a financial warranty to MPF in substantially the form of Exhibit B
(such financial warranty being the "BANA Financial Warranty"), the amount of
which shall be equal to the amount of the Merrill Lynch Financial Warranty; and
WHEREAS, the parties hereto, among other things, desire to specify the
conditions precedent to the issuance by BANA of the BANA Financial Warranty and
the drawdown of the MPF Drawdown Amount (as defined herein), the payment of the
MPF Warranty Fee (as defined herein) in respect of the BANA Financial Warranty,
and to provide for certain other matters related thereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. General Definitions. The terms defined in this Article I shall have
the meanings provided herein for all purposes of this Agreement, in both
singular and plural form, as appropriate.
"Act of Insolvency" means, with respect to any party, (i) the commencement by
such party as debtor of any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar law, or such party seeking
the appointment of a receiver, trustee, custodian or similar official for such
party or any substantial part of its property; (ii) the appointment of a
receiver, conservator, or manager for such party by any government agency or
authority having the

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jurisdiction to do so; (iii) the commencement of any such case or proceeding
against such party, which (a) is consented to or not timely contested by such
party, (b) results in the entry of an order for relief, such an appointment, the
issuance of such a protective decree or the entry of an order having a similar
effect, or (c) is not dismissed within 72 hours; (iv) the making or offering by
such party of a composition with its creditors or a general assignment for the
benefit of creditors; (v) the admission by such party of such party's inability
to pay its debts or discharge its obligations as they become due or mature; or
(vi) any governmental authority or agency or any person, agency or entity acting
under governmental authority shall have taken any action to condemn, seize or
appropriate, or to assume custody or control of, all or any substantial part of
the property of such party.
"Adverse Effect" means, with respect to any party, a material adverse effect
upon the ability of any party to perform its obligations under this Agreement or
any other Transaction Document to which it is a party. An adverse effect on the
binding nature, validity or enforceability of this Agreement or any other
Transaction Documents shall constitute an Adverse Effect. The determination of
whether a particular set of circumstances would reasonably be expected to have
an Adverse Effect includes a determination of both the likelihood of the
occurrence of such set of circumstances and the likelihood that such set of
circumstances, if it were to occur, would result in an Adverse Effect.
"Affiliate" means any Person directly or indirectly controlling or controlled by
or under common control with such Person or any Subsidiary; provided, that for
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlled by" and "under common control with"), as used with respect
to any Person, shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.
"Agreement" has the meaning provided in the preamble.
"BANA" has the meaning provided in the preamble.
"BANA Financial Warranty" has the meaning provided in the recitals.
"BANA Financial Warranty Amount Limit" has the meaning provided in Section 2.1.
"BANA Parties" has the meaning provided in Section 3.2(a).
"Business Day" means any day other than a day on which banks located in the City
of New York, New York are required or authorized by law to close or on which the
New York Stock Exchange and Nasdaq National Market are closed for business.
"Early Close Exchange Business Day" means any Exchange Business Day on which the
New York Stock Exchange closes early due to extraordinary circumstances.
"Exchange Business Day" means any day other than a day on which the New York
Stock Exchange and Nasdaq National Market are closed for business.
"Fee Payment Date" has the meaning provided in Section 2.4.
"Fund" has the meaning provided in the preamble.
"Fund Confidential Information" has the meaning ascribed thereto in the Merrill
Lynch Financial Warranty Agreement. Any defined terms used in the definition of

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Fund Confidential Information in the Merrill Lynch Financial Warranty Agreement
shall also have the meaning ascribed thereto in such Agreement
"Government Authority" means any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions or pertaining to government,
including any self-regulatory organization.
"Indemnified Party" has the meaning provided in Section 3.3(a).
"Indemnifying Party" has the meaning provided in Section 3.3(a).
"Issued BANA Financial Warranty Amount" has the meaning provided in Section 2.1.
"Issuance Date" has the meaning provided in Section 2.2.
"Losses" has the meaning provided in Section 3.2(a).
"Maturity Date" means the date that is seven years after the Issuance Date, but
if that date is not an Exchange Business Day, other than an Early Close Exchange
Business Day, the Maturity Date shall be the first Exchange Business Day
thereafter that is not an Early Close Exchange Business Day.
"Merrill Lynch Financial Warranty" has the meaning provided in the recitals.
"Merrill Lynch Financial Warranty Agreement" has the meaning provided in the
recitals.
"MPF Drawdown Amount" has the meaning provided in Section 2.5.
"MPF Parties" has the meaning provided in Section 3.2(b).
"Notice" has the meaning provided in Section 3.3(a).
"Person" means a natural person, partnership, corporation, business trust, joint
stock company, trust, unincorporated association, limited liability company,
joint venture, Government Authority or other entity of whatever nature.
"Requirements of Law" means, as to any Person, the charter and by-laws or other
organizational or governing document of such Person, and any law, treaty, rule,
or regulation or determination of an arbitrator or a court or other Government
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.
"Subsidiary" means with respect to any Person, any corporation, association or
other business entity of which securities representing 50% or more of the
combined voting power of the total capital stock (or in the case of an
association or other business entity which is not a corporation, 50% or more of
the equity interest) is at the time owned or controlled, directly or indirectly,
by that Person or one or more Subsidiaries of that Person or a combination
thereof.
"Term" means the period commencing on the Issuance Date and ending on the
Maturity Date.
"Termination Date" has the meaning provided in Section 6.1(a).
"Transaction Documents" means this Agreement, the BANA Financial Warranty, the
Merrill Lynch Financial Warranty Agreement and the Merrill Lynch Financial
Warranty.
"MPF Warranty Fee" has the meaning provided in Section 2.4.

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Section 1.2. Generic Terms. All words used herein shall be construed to be of
such gender or number as the circumstances require. The words "herein,"
"hereby," "hereof" and "hereto," and words of similar import, refer to this
Agreement in its entirety and not to any particular paragraph, clause or other
subdivision, unless otherwise specified, and Section and Exhibit references are
to this Agreement unless otherwise specified.
ARTICLE II
AMOUNT AND TERMS OF THE BANA FINANCIAL WARRANTY
Section 2.1. The BANA Financial Warranty. BANA agrees to issue the BANA
Financial Warranty, subject to the conditions set forth herein, on the Issuance
Date, in an amount equal to the amount of the Merrill Lynch Financial Warranty
(the "Issued BANA Financial Warranty Amount"), which shall not exceed $500
million (the "BANA Financial Warranty Amount Limit") if MPF is required to issue
the Merrill Lynch Financial Warranty under the terms of the Merrill Lynch
Financial Warranty Agreement.
Section 2.2. Procedure for Issuance. MPF shall notify BANA of the projected
amount of the Merrill Lynch Financial Warranty promptly after receipt of the
notice specifying such amount under Section 2.2 of the Merrill Lynch Financial
Warranty Agreement. MPF shall further notify BANA of the issuance by MPF of the
Merrill Lynch Financial Warranty and the amount thereof, and upon receipt of
such notice (the "Issuance Date"), BANA will issue the BANA Financial Warranty
to MPF in an amount equal to the Issued BANA Financial Warranty Amount.
BANA shall not incur any obligation or liability hereunder prior to the issuance
of the BANA Financial Warranty.
Section 2.3. Conditions Precedent to Effectiveness.
(a)     Article III shall be effective immediately upon the execution of this
Agreement. Subject to Section 2.3(b), the effectiveness of all other provisions
of this Agreement (other than Article III) is subject to the effectiveness of
the Merrill Lynch Financial Warranty Agreement.
(b)     The obligation of BANA to issue the BANA Financial Warranty is subject
to the satisfaction of the following conditions on the Issuance Date:
(i)     The Merrill Lynch Financial Warranty shall have been issued by MPF.
(ii)    No statute, rule, regulation or order shall have been enacted, entered
or deemed applicable by any Government Authority which would make the
transactions contemplated by any of the Transaction Documents illegal or
otherwise prevent the consummation thereof.
(iii)   No suit, action or other proceeding, investigation or injunction or
final judgment relating thereto, shall be pending or threatened before any court
or governmental agency in which it is sought to restrain or prohibit or to
obtain damages or other relief in connection with any of the Transaction
Documents.
(iv)    On the Issuance Date, the Issued BANA Financial Warranty Amount shall
not exceed the BANA Financial Warranty Amount Limit. If after the effectiveness
of this Agreement and prior to the Issuance Date, MPF expects the Issued BANA
Financial Warranty Amount to exceed the BANA Financial Warranty Amount

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Limit, MPF shall consult with BANA. If BANA agrees to increase the BANA
Financial Warranty Amount Limit in its sole discretion, this Agreement will be
amended accordingly.
(v)     This Agreement shall not have been terminated in accordance with Article
VI.
Section 2.4. MPF Warranty Fee. In consideration of the issuance by BANA of the
BANA Financial Warranty, MPF shall pay to BANA a fee in an amount equal to (a)
0.60%per annum of the average daily net assets of the Fund during each calendar
month during the Term prior to the occurrence of a Permanent Defeasance Event
(as defined in the Merrill Lynch Financial Warranty Agreement) and (b) following
the occurrence of a Permanent Defeasance Event (as defined in the Merrill Lynch
Financial Warranty Agreement), 0.30% per annum of the average daily net assets
of the Fund during each calendar month during the Term (collectively, the "MPF
Warranty Fee"), payable monthly in arrears on the fifth Business Day of the
following calendar month (each a "Fee Payment Date"). The MPF Warranty Fee
payable on each Fee Payment Date will be calculated based on a 360 day year for
the actual number of days elapsed. The obligation to pay the MPF Warranty Fee
that has accrued hereunder shall survive termination of this Agreement to the
extent not paid in full prior to such termination.
Section 2.5. MPF Drawdown Amount. Unless this Agreement shall have been
terminated in accordance with Article VI prior to such time, if the Fund becomes
entitled to draw upon the Merrill Lynch Financial Warranty, then for ten
Business Days commencing on the second Business Day thereafter, MPF shall be
entitled to draw upon the BANA Financial Warranty in an amount equal to the
amount drawn by the Fund under the Merrill Lynch Financial Warranty, if any (the
"MPF Drawdown Amount").
ARTICLE III
INDEMNIFICATION
Section 3.1. Survival. All covenants and other agreements contained herein shall
survive the execution and delivery of this Agreement and the BANA Financial
Warranty. Articles I, III and V shall survive the Termination Date.
Section 3.2. Indemnification.
(a)     MPF agrees to indemnify and hold harmless BANA, its Affiliates, and
their respective employees, officers, directors and agents (collectively, the
"BANA Parties") from and against any and all losses, claims, damages,
liabilities, judgments, costs (including reasonable attorneys' fees), expenses
(including expenses of investigation and enforcement) and disbursements
(collectively, "Losses") incurred or suffered by any of them in connection with
or arising out of (i) the failure of MPF to fulfill any agreement or covenant
contained in this Agreement or any of the other Transaction Documents to which
it is a party, (ii) the enforcement or preservation of any of BANA's rights
under this Agreement and the other Transaction Documents, and (iii) the improper
issuance of the BANA Financial Warranty or improper payment of the MPF Drawdown
Amount, including by reason of mistake, fraud or error in the issuance of, or
calculation of, the amount

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payable under the Merrill Lynch Financial Warranty or the BANA Financial
Warranty; provided, however, that MPF shall not be liable for any Losses
resulting directly or indirectly from any action or omission on the part of any
of the BANA Parties which constitutes gross negligence, recklessness, bad faith
or willful misconduct by such BANA Party. MPF agrees to promptly reimburse any
of the BANA Parties for all Losses in respect of which indemnification may be
sought by such BANA Party hereunder as they are incurred or suffered by such
BANA Party.
(b)     BANA agrees to indemnify and hold harmless MPF, its Affiliates, and its
respective employees, officers, directors, trustees and agents (collectively,
the "MPF Parties") from and against any and all Losses incurred or suffered by
any of them in connection with or arising out of BANA's failure to pay any
amounts, if any, required to be paid by it under the BANA Financial Warranty in
accordance with the terms of this Agreement; provided, that BANA shall not be
liable for any Losses resulting, directly or indirectly, from any action or
omission on the part of any of the MPF Parties which constitutes gross
negligence, recklessness, bad faith or willful misconduct by such MPF Party.
BANA agrees to promptly reimburse any of the MPF Parties for all Losses in
respect of which indemnification may be sought by such MPF Party hereunder as
they are incurred or suffered by such MPF Party.
Section 3.3. Indemnification Procedure
(a)     The party or parties being indemnified are referred to herein as the
"Indemnified Party" and the indemnifying party is referred to herein as the
"Indemnifying Party." In the event that any party shall incur or suffer any
Losses in respect of which indemnification may be sought by such party
hereunder, the Indemnified Party shall assert a claim for indemnification by
written notice ("Notice") to the Indemnifying Party stating the nature and basis
of such claim. In the case of Losses arising by reason of any third party claim,
the Notice shall be given within thirty (30) days of the filing or other written
assertion of any such claim against the Indemnified Party, but the failure of
the Indemnified Party to give the Notice within such time period shall not
relieve the Indemnifying Party of any liability that the Indemnifying Party may
have to the Indemnified Party, except to the extent that the Indemnifying Party
demonstrates that the defense of such action has been prejudiced by the
Indemnified Party's failure to give such notice.
(b)     In the case of third party claims for which indemnification is sought,
the Indemnifying Party shall have the option (i) to conduct any proceedings or
negotiations in connection therewith, (ii) to take all other steps to settle or
defend any such claim (provided; that the Indemnifying Party shall not settle
any such claim without the consent of the Indemnified Party (which consent shall
not be unreasonably withheld or delayed)), and (iii) to employ counsel to
contest any such claim or liability in the name of the Indemnified Party or
otherwise. In any event, the Indemnified Party shall be entitled to participate
at its own expense and by its own counsel in any proceedings relating to any
third party claim. The Indemnifying Party shall, within twenty (20) days of
receipt of the Notice, notify the Indemnified Party of its intention to assume
the defense of such claim. If (i) the

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Indemnifying Party shall decline to assume the defense of any such claim, (ii)
the Indemnifying Party shall fail to notify the Indemnified Party within twenty
(20) days after receipt of the Notice of the Indemnifying Party's election to
defend such claim or (iii) the Indemnified Party shall have reasonably concluded
that there may be defenses available to it which are different from or in
addition to those available to the Indemnifying Party or a conflict exists
between the Indemnifying Party and the Indemnified Party (in which case the
Indemnifying Party shall not have the right to direct the defense of such action
on behalf of the Indemnified Party), the Indemnified Party shall defend against
such claim and the Indemnified Party may settle such claim without the consent
of the Indemnifying Party, and the Indemnifying Party may not challenge the
reasonableness of any such settlement. The expenses of all proceedings, contests
or lawsuits in respect of such claims shall be borne and paid by the
Indemnifying Party (up to a limit of one counsel in the case of attorneys' fees)
and the Indemnifying Party shall pay the Indemnified Party, in immediately
available funds, as such Losses are incurred upon receipt of supporting
documentation thereof. Regardless of which party shall assume the defense of the
claim, the parties agree to cooperate fully with one another in connection
therewith. In the event that any Losses incurred by the Indemnified Party do not
involve payment by the Indemnified Party of a third party claim, then, the
Indemnifying Party shall pay, within ten (10) days after agreement on the amount
of Losses or the occurrence of a final non-appealable determination of such
amount payable, to the Indemnified Party, in immediately available funds, the
amount of such Losses. Anything in this Section 3.3 to the contrary
notwithstanding, the Indemnifying Party shall not, without the Indemnified
Party's prior written consent, settle or compromise any claim or consent to
entry of any judgment in respect thereof which imposes any future obligation on
the Indemnified Party or which does not include, as an unconditional term
thereof, the giving by the claimant or plaintiff to the Indemnified Party, a
release from all liability in respect of such claim.
(c)     The remedies provided for in this Article III shall not be exclusive of
any other rights or remedies available to one party against the other, either at
law or in equity.
ARTICLE IV
FURTHER AGREEMENTS
Section 4.1. Obligations Absolute. The obligations of MPF pursuant to this
Agreement are absolute and unconditional and will be paid or performed strictly
in accordance with the respective terms hereof, irrespective of:
(a)     Any lack of validity or enforceability of, or any amendment or other
modification of, or waiver with respect to, any of the Transaction Documents;
(b)     Any amendment or waiver of, or consent to departure from any Transaction
Document;
(c)     The existence of any claim, set-off, defense or other right either may
have at any time against the other, any beneficiary or any transferee of the
BANA Financial Warranty (or any persons or entities for whom any such
beneficiary or

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any such transferee may be acting), BANA or any other Person or entity whether
in connection with this Agreement, any of the Transaction Documents or any
unrelated transactions;
(d)     Any statement or any other document presented in connection herewith
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect whatsoever;
(e)     The inaccuracy or alleged inaccuracy upon which any drawing under the
BANA Financial Warranty is based;
(f)     Payment by BANA under the BANA Financial Warranty which does not comply
with the terms hereof; provided, that such payment shall not have constituted
willful misconduct on the part of BANA;
(g)     Any default or alleged default of BANA under this Agreement, other than
a default with respect to payment of the MPF Drawdown Amount; or
(h)     Any other circumstance or happening whatsoever; provided, that the same
shall not have constituted willful misconduct of BANA and to the extent that
such circumstance or happening does not result in a default by BANA with respect
to the payment of the MPF Drawdown Amount.
Section 4.2. Participations and Assignments. Subject to the prior written
consent of MPF (which consent shall not be unreasonably withheld or delayed),
BANA may assign its obligations under this Agreement to an Affiliate. BANA shall
have the right to give participations in its rights under this Agreement and to
enter into hedging contracts with respect to the BANA Financial Warranty;
provided, that BANA agrees that any such disposition will not alter or affect in
any way whatsoever BANA's direct obligations hereunder and under the BANA
Financial Warranty.
Section 4.3. MPF Obligations. MPF agrees that none of its obligations to the
Fund under the Merrill Lynch Financial Warranty Agreement are in any way
dependent upon BANA's performance of its obligations under this Agreement.
Section 4.4. Limitation of Liability of BANA. MPF agrees that neither BANA, its
Affiliates, nor any of their respective officers, trustees/directors or
employees shall be liable or responsible for (a) the use which may be made of
the BANA Financial Warranty by any Person or for any acts or omissions of
another Person in connection therewith or (b) the validity, sufficiency,
accuracy or genuineness of any documents delivered to BANA, or of any
endorsement(s) thereon, even if such documents should in fact prove to be in any
or all respects invalid, insufficient, fraudulent or forged. In furtherance and
not in limitation of the foregoing, BANA may accept documents that appear on
their face to be in order, without responsibility for further investigation.
Section 4.5. Costs and Expenses. Except as otherwise specified in this
Agreement, all costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
costs and expenses.
ARTICLE V
CONFIDENTIALITY

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Section 5.1. Confidentiality Obligations of BANA. BANA hereby represents,
warrants and agrees to keep Fund Confidential Information confidential in
accordance with the terms of Sections 9.1 and 9.2 of the Merrill Lynch Financial
Warranty Agreement.
ARTICLE VI
TERMINATION
Section 6.1. Termination
(a)     Unless this Agreement and the BANA Financial Warranty are sooner
terminated pursuant to Section 6.1(b) hereof, this Agreement and the BANA
Financial Warranty shall terminate (i) on the Maturity Date if no amounts are
payable under the BANA Financial Warranty, or (ii) thereafter, upon payment by
BANA of all amounts due by BANA under the BANA Financial Warranty to MPF (any
such date of termination pursuant to this Article VI is referred to in this
Agreement as the "Termination Date").
(b)     This Agreement may be terminated by MPF by written notice to BANA at any
time upon the occurrence of an Act of Insolvency with respect to BANA.
(c)     Notwithstanding any of the foregoing, this Agreement shall automatically
terminate, and if such termination occurs after the Issuance Date, the BANA
Financial Warranty shall automatically terminate, if the Merrill Lynch Financial
Warranty Agreement (and, if applicable, the Merrill Lynch Financial Warranty) is
terminated and on the Issuance Date if the BANA Financial Warranty is not issued
by November 20, 2002 because the conditions in Section 2.3(b) have not been
satisfied.
(d)     From and after the effective date of any such termination, MPF shall
have no obligation to pay the MPF Warranty Fee (except as to amounts thereof
accrued on a daily interpolated basis prior to such termination), and BANA shall
have no liability under the BANA Financial Warranty.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Amendments and Waivers. No amendment or waiver of any provision of
this Agreement nor consent to any departure therefrom, shall in any event be
effective unless in writing and signed by the parties hereto; provided, that any
waiver so granted shall extend only to the specific event or occurrence so
waived and not to any other similar event or occurrence which occurs subsequent
to the date of such waiver.
Section 7.2. Notices. Except to the extent otherwise expressly provided herein,
all notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (and if, sent by mail, certified or registered,
return receipt requested) or confirmed facsimile transmission and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand, or three Business Days after being deposited in the
mail, postage prepaid, or, in the case of facsimile transmission, when sent
addressed as follows:
If to MPF:
Main Place Funding, LLC

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100 North Tryon Street
Charlotte, NC 28255
Attention: Susan Carr, President
Telephone: (704) 386-8059
Facsimile: (704) 386-1175
If to BANA:
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Kevin Beauregard, Managing Director
Telephone: (212) 583-8205
Facsimile: (212) 847-6570
or such other address and/or addresses (and with copies to such persons) as
shall be specified in writing by any such party to the others.
Section 7.3. No Waiver, Remedies and Severability. No failure on the part of any
party to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law. The parties further agree that the holding by any
court of competent jurisdiction that any remedy pursued by any party hereunder
is unavailable or unenforceable shall not affect in any way the ability of such
party to pursue any other remedy available to it. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, the parties hereto agree that such holding shall not invalidate or
render unenforceable any other provision hereof.
Section 7.4. Payments. All payments to BANA hereunder shall be made in lawful
currency of the United States in immediately available funds and shall be made
prior to 2:00 p.m. (New York City time) on the date such payment is due by wire
transfer to the account designated by BANA by notice to MPF. Any payments to MPF
under the BANA Financial Warranty shall be made in accordance with the terms
thereof in lawful currency of the United States in immediately available funds
by wire transfer to the account designated by MPF by notice to BANA. Whenever
any payment under this Agreement shall be stated to be due on a day which is not
a Business Day, such payment shall be made on the next succeeding Business Day,
and such extension of time shall in such cases be included in computing interest
or fees, if any, in connection with such payment.
Section 7.5. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (including Section 5-1401 of
the New York General Obligations Law but excluding all other choice of law and
conflicts of law rules).
Section 7.6. Counterparts. This Agreement may be executed in counterparts of the
parties hereto, and each such counterpart shall be considered an original and
all such counterparts shall constitute one and the same instrument.

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<PAGE>

Section 7.7. Paragraph Headings. The headings of paragraphs contained in this
Agreement are provided for convenience only. They form no part of this Agreement
and shall not affect its construction or interpretation.
Section 7.8. Time of the Essence. Time is of the essence under this Agreement.
Section 7.9. No Third-Party Rights. Nothing in this Agreement, express or
implied, shall or is intended to confer any rights upon any Person other than
the parties hereto or their respective successors or assigns. Without limiting
the generality of the foregoing, nothing herein is intended to confer any
benefits on the Fund, which shall have no rights against BANA hereunder.
Section 7.10. Further Assurances. The parties hereto shall, upon the request of
BANA or MPF, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, within a reasonable period following such
request, such amendments or supplements hereto and such further instruments and
take such further action as may be reasonably necessary to effectuate the
intention, performance and provisions of the Transaction Documents.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, all as of
the day and year first above mentioned.
MAIN PLACE FUNDING, LLC
By:/s/ Susan C. Carr
         Name:  Susan C. Carr
         Title: President
BANK OF AMERICA, N.A.
By:  /s/ Susan C. Carr
         Name:  Susan C. Carr
         Title: Senior Vice President


EXHIBIT A TO FINANCIAL WARRANTY AGREEMENT
MERRILL LYNCH FINANCIAL WARRANTY AGREEMENT
EXHIBIT B TO FINANCIAL WARRANTY AGREEMENT
FINANCIAL WARRANTY
No. _____________
[Date of issuance of BANA Financial Warranty]
Main Place Funding, LLC
100 North Tryon Street
Charlotte, North Carolina 28255
Attn: Susan Carr
Facsimile:  (704) 386-1175
Dear Sirs:
We hereby establish, in your favor, our Financial Warranty No. ____ (the "BANA
Financial Warranty") in the amount of $_________ (as more fully described
below), effective immediately and expiring at the close of banking business at
our Charlotte, North Carolina office on the tenth Business Day after the
Maturity Date.

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<PAGE>

All terms used herein but not defined herein have the meanings given to such
terms in the Financial Warranty Agreement (the "BANA Financial Warranty
Agreement") dated November 1, 2002 between Main Place Funding, LLC and Bank of
America, N.A.
If at any time on or prior to the Maturity Date Banc of America Securities LLC
(the "Calculation Agent") provides BANA with a written certificate certifying
that the BANA Financial Warranty has been terminated pursuant to Section 6.1 of
the BANA Financial Warranty Agreement (a "Termination Certificate"), the BANA
Financial Warranty amount shall automatically reduce to zero and the BANA
Financial Warranty shall terminate on such date and the MPF Drawdown Amount
shall be deemed to be zero.
Unless BANA has received a Termination Certificate, funds under this BANA
Financial Warranty are available to you against on sight draft drawn on our
Charlotte, North Carolina office, referring thereon to the number of this BANA
Financial Warranty, accompanied by your written certificate signed by you with
an authenticated signature and certifying as to (a), (b) and (c) below, and a
written certificate from the Calculation Agent certifying the determination of
the MPF Drawdown Amount and its accuracy. Your written certificate shall state
that:
(a)     The Maturity Date under the BANA Financial Warranty Agreement has
occurred.
(b)     The amount of your draft is equal to the amount drawn under the MPF
Financial Warranty.
(c)     You have complied with all applicable covenants set forth in the BANA
Financial Warranty Agreement.
Presentation of such draft and certificate shall be made by facsimile at (704)
386-1175 at our office located at Charlotte, North Carolina, Attention: Susan
Carr, or at any other office which may be designated by us by written notice
delivered to you. Upon the earliest of (i) the termination of this BANA
Financial Warranty in accordance with the BANA Financial Warranty Agreement;
(ii) our honoring your draft presented hereunder, (iii) the surrender to us by
you of this BANA Financial Warranty for cancellation, and (iv) the expiration
date stated in the initial paragraph hereof, this BANA Financial Warranty shall
automatically terminate. A termination of this BANA Financial Warranty in
accordance with the BANA Financial Warranty Agreement will be notified to you in
writing upon which you will immediately surrender this BANA Financial Warranty
to us for cancellation; provided, that the failure to so notify or surrender
shall not affect the validity of such termination.
This BANA Financial Warranty shall be governed by the laws of the State of New
York, including the Uniform Commercial Code as currently in effect in the State
of New York, as such Uniform Commercial Code may be amended from time to time.
This BANA Financial Warranty is subject to the Uniform Customs and Practice for
Documentary Credits, 1993 Revision, International Chamber of Commerce
Publication No. 500, which is incorporated into the text of this BANA Financial
Warranty by this reference. Communications with respect to this BANA Financial

                                       48

<PAGE>

Warranty shall be addressed to us at 100 North Tryon Street, Charlotte, North
Carolina 28255, Attention: Susan Carr, Facsimile (704) 386-1175 specifically
referring to the number of this BANA Financial Warranty.
This BANA Financial Warranty is not transferable.
This BANA Financial Warranty sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein, except
only the certificates and draft referred to herein; and any such reference shall
not be deemed to incorporate herein by reference any document, instrument or
agreement except for such certificates and draft.
Subject to the fourth preceding paragraph herein, we hereby agree to forthwith
honor your draft drawn under and in compliance with the terms of this BANA
Financial Warranty if presented to us on or before the tenth Business Day after
the Maturity Date, accompanied by the written certificate specified above.
Very truly yours,

BANK OF AMERICA, N.A.
By:
    ---------------------
Name:
Title:

                                       49

</TEXT>
</DOCUMENT>
