WEIL, GOTSHAL & MANGES LLP A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 767 FIFTH AVENUE NEW YORK, NY 10153 212-310-8000 (FAX) 212-310-8007Sale and Servicing Agreement • September 29th, 1998 • Franklin Auto Trust 1998 1
We have acted as counsel to Franklin Receivables LLC ("FCC LLC"), a Delaware limited liability company, and FCC Receivables Corp. ("FCC"), a Delaware corporation (together with FCC LLC, the "Companies"), in connection with the preparation, authorization, execution and delivery of, and the consummation of the transactions contemplated by (i) the Sale and Servicing Agreement, dated as of September 1, 1998 (the "Sale and Servicing Agreement"), among the FCC LLC, Franklin Capital Corporation ("Franklin Capital"), as Servicer, Franklin Resources Inc. ("Franklin Resources"), as Representative, Bankers Trust (Delaware), as Owner Trustee (the "Owner Trustee"), and Franklin Auto Trust 1998-1 (the "Trust" or "Issuer"), and acknowledged and accepted by The Chase Manhattan Bank, as Indenture Trustee and Indenture Collateral Agent (the "Indenture Trustee" and the "Indenture Collateral Agent"), (ii) the Purchase Agreement, dated as of September 1, 1998 (the "Purchase Agreement"), between FCC LLC and
