November 28, 2001
Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Underwriting Agreement for Franklin Auto Trust 2001-2, dated November
28, 2001 the "Underwriting Agreement") among Franklin Receivables LLC, Franklin
Capital Corporation ("Franklin Capital") and Xxxxxxx Xxxxx Xxxxxx Inc. (the
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"Underwriter").
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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.
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: _______________________________
Name:
Title:
XXXXXXX XXXXX XXXXXX INC.
By: ________________________________
Name:
Title:
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