0001162318-05-001113 Sample Contracts

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Contract
Purchase Agreement • December 15th, 2005 • Franklin Auto Trust 2005-1 • Asset-backed securities • New York

PURCHASE AGREEMENT dated as of December 1, 2005 among FRANKLIN CAPITAL CORPORATION, a Utah corporation (“FCC”), FRANKLIN SPE LLC, a Delaware limited liability company (“Franklin SPE” and together with FCC, the “Sellers”), and FRANKLIN RECEIVABLES LLC, a Delaware limited liability company (the “Purchaser”).

UNDERWRITING AGREEMENT
Underwriting Agreement • December 15th, 2005 • Franklin Auto Trust 2005-1 • Asset-backed securities • Utah
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