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March 17, 2000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Underwriting Agreement for Franklin Auto Trust 2000-1, dated March 17,
2000 the "Underwriting Agreement") among FCC Receivables Corp., Franklin
Receivables LLC, Franklin Capital Corporation ("Franklin Capital") and Xxxxxxx,
Xxxxx & Co. (the "Underwriter").
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement, Franklin Capital has
undertaken certain financial obligations with respect to the indemnification of
the Underwriter with respect to the Registration Statement, and the Prospectus
described in the Underwriting Agreement. Any financial obligations of Franklin
Capital under the Underwriting Agreement, whether or not specifically
enumerated in this paragraph, are hereinafter referred to as the "Joint and
Several Obligations;" provided, however, that "Joint and Several Obligations"
shall mean only the financial obligations of Franklin Capital under the
Underwriting Agreement (including the payment of money damages for a breach of
any of Franklin Capital's obligations under the Underwriting Agreement, whether
financial or otherwise) but shall not include any obligations not relating to
the payment of money.
As a condition of its execution of the Underwriting Agreement, the
Underwriter has required the undersigned, Franklin Resources, Inc. ("Franklin
Resources"), the parent corporation of Franklin Capital, to acknowledge its
joint and several liability with Franklin Capital for the payment of the Joint
and Several Obligations under the Underwriting Agreement.
Now, therefore, the Underwriter and Franklin Resources do hereby agree
that:
1. Franklin Resources hereby agrees to be absolutely and unconditionally
jointly and severally liable with Franklin Capital to the Underwriter for the
payment of the Joint and Several Obligations under the Underwriting Agreement.
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2. Franklin Resources may honor its obligations hereunder either by
direct payment of any Joint and Several Obligations or by causing any Joint and
Several Obligations to be paid to the Underwriter by Franklin Capital or
another affiliate of Franklin Resources.
Capitalized terms used herein and not defined herein shall have their
respective meanings as set forth in the Underwriting Agreement.
Very truly yours,
FRANKLIN RESOURCES, INC.
By: Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
Title: Vice President
XXXXXXX, XXXXX & CO.
By: /s/ XXXXXXX, SACHS & CO.
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Name:
Title:
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