LIMITED RECOURSE GUARANTYLimited Recourse Guaranty • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
This LIMITED RECOURSE GUARANTY (this “Guaranty”), dated as of March 31, 2009 (the “Effective Date”), is made by FRANKLIN CREDIT HOLDING CORPORATION, a Delaware corporation (“Holding” or the “Guarantor”), in favor of THE HUNTINGTON NATIONAL BANK, a national banking association, as Administrative Agent for the Lenders (as those terms are defined below).
AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING) Dated as of March 31, 2009 among FRANKLIN CREDIT MANAGEMENT CORPORATION, and FRANKLIN CREDIT HOLDING CORPORATION as Borrowers, THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS, as Lenders, and THE...Credit Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
THIS AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING), dated as of March 31, 2009 (as the same may be amended, supplemented, or otherwise modified and in effect from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and among FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware Corporation, and FRANKLIN CREDIT HOLDING CORPORATION, a Delaware corporation (each, a “Borrower” and collectively “Borrowers”), THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS (each, a “Lender” and collectively, the “Lenders”) and THE HUNTINGTON NATIONAL BANK, a national banking association (“Huntington”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as Issuing Bank for certain Letters of Credit.
CONTRIBUTION AGREEMENTContribution Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Delaware
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”).
FRANKLIN MORTGAGE ASSET TRUST 2009-A Owner and FRANKLIN CREDIT MANAGEMENT CORPORATION Servicer SERVICING AGREEMENT Dated as of March 31, 2009 Mortgage Loans and REO PropertiesServicing Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
This Servicing Agreement (the “Agreement”), is dated and effective as of March 31, 2009 and is executed between Franklin Mortgage Asset Trust 2009-A, as owner (the “Owner”), and Franklin Credit Management Corporation, as servicer (the “Servicer”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 31, 2009 among FRANKLIN CREDIT ASSET CORPORATION, TRIBECA LENDING CORP. AND THE OTHER BORROWERS PARTY HERETO as Borrowers, THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS, as Lenders, and THE...Credit Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 2009 (as the same may be amended, supplemented or otherwise modified and in effect from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and among FRANKLIN CREDIT ASSET CORPORATION, a Delaware Corporation (“Franklin Asset”), TRIBECA LENDING CORP., a New York corporation (“Tribeca”), Franklin Asset, LLC, a Delaware limited liability company (“FCAC Subco”) and the other BORROWERS listed on Schedule 1 hereto, (together, with Franklin Asset, Tribeca and FCAC Subco, each, a “Borrower” and collectively, the “Borrowers”), THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS (each, a “Lender” and collectively, the “Lenders”), and THE HUNTINGTON NATIONAL BANK (“Huntington”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of March 31, 2009 (this "Agreement”), is entered into by FRANKLIN CREDIT HOLDING CORPORATION, a Delaware corporation (the "Grantor”), and is in favor of THE HUNTINGTON NATIONAL BANK, acting hereunder as contractual representative pursuant to the Credit Agreement (as defined below) for Lenders (as defined below) (“Huntington”, acting as such contractual representative and any successor or successors to Huntington acting in such capacity, being referred to as “Administrative Agent”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of March 31, 2009 (this "Agreement”), is entered into by FRANKLIN CREDIT ASSET CORPORATION, a Delaware corporation (“Franklin Asset”), TRIBECA LENDING CORP., a New York corporation (“Tribeca”), FRANKLIN ASSET, LLC, a Delaware limited liability company (“Franklin LLC”) and each of the entities listed on the signature pages hereof as loan parties or that becomes a party hereto pursuant to Section 7.10, in favor of The Huntington National Bank, acting hereunder as contractual representative pursuant to the Credit Agreement (as defined below) for Lenders (as defined below) (“Huntington”, acting as such contractual representative and any successor or successors to Huntington acting in such capacity, being referred to as “Administrative Agent”).
AMENDED AND RESTATED SECURITY AGREEMENT (LICENSING)Security Agreement (Licensing) • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
THIS AMENDED AND RESTATED SECURITY AGREEMENT (LICENSING), dated as of March 31, 2009 (this “Agreement”), is entered into by FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware corporation (“FCMC”), in favor of The Huntington National Bank, acting hereunder as contractual representative pursuant to the Credit Agreement (as defined below) for Lenders (as defined below) (“Huntington”, acting as such contractual representative and any successor or successors to Huntington acting in such capacity, being referred to as “Administrative Agent”).
INVESTMENT PROPERTY SECURITY AGREEMENTInvestment Property Security Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
This Investment Property Security Agreement (this “Agreement”), is entered into as of the 31st day of March, 2009. FRANKLIN CREDIT MANAGEMENT CORPORATION, a corporation organized under the laws of the State of Delaware (hereinafter called “Pledgor”), for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to (a) THE HUNTINGTON NATIONAL BANK, acting as contractual representative pursuant to the Credit Agreement (Licensing) (as defined below) (“Huntington,” and acting as such contractual representative and any successor or successors to Huntington acting in such capacity, being referred to as “Administrative Agent”) and (b) THE HUNTINGTON NATIONAL BANK, acting as contractual representative pursuant to the Credit Agreement (Legacy) (as defined below) (“Huntington,” and acting as such contractual representative and any successor or successors to Huntington acting in such capacity, being referred to as “Administrative Age
Franklin Credit Asset Corporation, Franklin Credit Management Corporation, Tribeca Lending Corp. and Each of Their Respective Subsidiaries Listed on Schedule I Depositors The Huntington National Bank Certificate Trustee Wilmington Trust Company Owner...Trust Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Delaware
This Trust Agreement, dated as of March 31, 2009, among FRANKLIN CREDIT ASSET CORPORATION, FRANKLIN CREDIT MANAGEMENT CORPORATION, TRIBECA LENDING CORP. AND EACH OF THEIR RESPECTIVE SUBSIDIARIES LISTED ON SCHEDULE I, each as a Depositor and together as the Depositors, THE HUNTINGTON NATIONAL BANK, a national banking association, not in its individual capacity, but solely as Certificate Trustee, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, but solely as Owner Trustee.
AMENDED AND RESTATED PLEDGE, ASSIGNMENT AND SECURITY AGREEMENTPledge, Assignment and Security Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services
AMENDED AND RESTATED PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March 31, 2009 (the “Effective Date”), by FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware corporation (the “Grantor”), in favor of THE HUNTINGTON NATIONAL BANK, a national banking association as administrative agent (in such capacity, “Administrative Agent”) for the Lenders.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
This Agreement and Plan of Merger (this “Agreement”) is entered into as of March 31, 2009, by and among Huntington Capital Financing, LLC (“Huntington Capital Financing”), HCFFL, LLC (“HCFFL LLC”), Franklin Asset, LLC (“Franklin LLC”), Franklin Asset Merger Sub, LLC (“Merger Sub”), Franklin Credit Holding Corporation (“Franklin Holding”) solely for the purposes of covenants made by it in Section 10(b), and Franklin Credit Asset Corporation, Tribeca Lending Corp., and each of their respective subsidiaries listed on Schedule I (the “Franklin Entities”). (HCFFL LLC and Merger Sub are sometimes hereinafter referred to as the “Constituent Entities.”).
FRANKLIN MORTGAGE ASSET TRUST 2009-A as Purchaser and FRANKLIN CREDIT ASSET CORPORATION, FRANKLIN CREDIT MANAGEMENT CORPORATION, TRIBECA LENDING CORP. AND EACH OF THEIR RESPECTIVE SUBSIDIARIES LISTED ON SCHEDULE I, as Sellers TRANSFER AND ASSIGNMENT...Transfer and Assignment Agreement • April 6th, 2009 • Franklin Credit Holding Corp/De/ • Finance services • Ohio
TRANSFER AND ASSIGNMENT AGREEMENT, dated as of March 31, 2009 (the “Agreement”), among FRANKLIN CREDIT ASSET CORPORATION, FRANKLIN CREDIT MANAGEMENT CORPORATION, TRIBECA LENDING CORP. AND EACH OF THEIR RESPECTIVE SUBSIDIARIES LISTED ON SCHEDULE I (each a “Seller” and collectively, the “Sellers”) and FRANKLIN MORTGAGE ASSET TRUST 2009-A (the “Purchaser”).
