CONTRIBUTION AGREEMENT
Exhibit 10.3
CONTRIBUTION AGREEMENT, dated as of March 31, 2009 (this “Agreement”), between
Franklin Asset, LLC, a Delaware limited liability company (“Parent”) and Franklin Asset
Merger Sub, LLC , a Delaware limited liability company (“Merger Sub”).
W I T N E S S E T H
WHEREAS, the Board of Directors of Parent has deemed it advisable and to the advantage of
Parent that Parent contribute the rights (defined below) to Merger Sub;
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties
hereto hereby agree as follows:
1. Capital Contribution. Parent hereby contributes, transfers, assigns and
otherwise conveys to Merger Sub without recourse to Parent all of its rights, title and interest in
and to the following: the trust certificates set forth on Exhibit A hereto, and all amounts
(including accrued interest) due or to become due thereunder from and after the date hereof (the
“Contributed Assets”).
2. Governing law. This Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of the State of Delaware, without giving effect to the principles of
conflicts of laws thereof.
3. Miscellaneous.
(A) Each of Parent and Merger Sub shall use its commercially reasonable efforts to take, or
cause to be taken, such action, to execute and deliver, or cause to be executed and delivered, such
additional documents and instruments and to do, or cause to be done, all things necessary, proper
or advisable under the provisions of this Agreement to consummate and make effective the
transactions described in this Agreement.
(B) This Agreement will be binding upon and will inure to the benefit of Parent and Merger
Sub and their respective successors and permitted assigns.
(C) This Agreement may be executed in any number of counterparts by the parties hereto, and
all of said counterparts when taken together shall be deemed to constitute one and the same
instrument, it being understood that all the parties need not sign the same counterpart.
(D) This Agreement embodies the entire agreement and understanding between Parent and Merger
Sub with respect to its subject matter and supersedes all prior agreements and understandings,
written and oral, between Parent and Merger Sub related to that subject matter. This Agreement and
the obligations of the parties under this Agreement may be amended, waived and discharged only by
an instrument in writing executed by the party against which enforcement of the amendment, waiver
or discharge is sought.
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(E) The determination that any provision of this Agreement is invalid or unenforceable will
not affect the validity or enforceability of the remaining provisions or of that provision under
other circumstances. Any invalid or unenforceable provision will be enforced to the maximum extent
permitted by law.
(F) This Agreement will be binding upon the parties and their respective successors and
assigns and will insure to the benefit of the parties and their respective successors and assigns.
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IN WITNESS WHEREOF, each of the undersigned has caused this Contribution Agreement to be duly
executed and delivered by its duly authorized officer as of the day and year first above written.
| FRANKLIN ASSET, LLC as Parent |
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| By: | /s/ Xxxxxxxxx Xxxxxx Jardin | |||
| Name: | Xxxxxxxxx Xxxxxx Jardin | |||
| Title: | Chief Executive Officer | |||
| FRANKLIN ASSET MERGER SUB, LLC, as Merger Sub |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx Jardin | |||
| Name: | Xxxxxxxxx Xxxxxx Jardin | |||
| Title: | Chief Executive Officer | |||
Exhibit A
Contributed Assets
| • | Class A Certificate No. 3, Franklin Mortgage Asset Trust 2009-A |
| • | Class REO Certificate No. 3, Franklin Mortgage Asset Trust 2009-A |
