0001387131-12-002598 Sample Contracts

GUARANTY
Guaranty • August 13th, 2012 • Franklin Credit Management Corp • New Jersey

This is a guaranty of payment dated August 2, 2012 given by the undersigned, Thomas J. Axon, who has an address at 6 Harrison Street, Fifth Floor, New York, New York (the “Guarantor”) in favor of Franklin Credit Holding Corporation which has an address at 101 Hudson Street, Jersey City, New Jersey (“Franklin Holding”).

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LOAN SERVICING AGREEMENT by and between BOSCO CREDIT LLC as the Owner, and FRANKLIN CREDIT MANAGEMENT CORPORATION as the Servicer dated as of May 28, 2008
Loan Servicing Agreement • August 13th, 2012 • Franklin Credit Management Corp • New York

This Loan Servicing Agreement (the “Agreement”), dated and effective as of [May 30], 2008, is by and between Bosco Credit LLC, as owner, and Franklin Credit Management Corporation, as servicer.

TERMS AGREEMENT Franklin Credit Management Corp.
Terms Agreement • August 13th, 2012 • Franklin Credit Management Corp • Santa Ana

This Terms Agreement between Franklin Credit Management Corporation (the “Servicer”) and Bosco Credit II Trust Series 2010-1 (the “Owner”) sets forth our agreement pursuant to which the Servicer has agreed to service, on sub-servicing and actual/actual basis, those certain mortgage loans (the “Mortgage Loans”) identified in Exhibit A (“Mortgage Loan Schedule”) hereto, on behalf of the Owner and commencing on the Effective Date 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 • August 13th, 2012 • Franklin Credit Management Corp • 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.

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING)
Credit Agreement • August 13th, 2012 • Franklin Credit Management Corp • Ohio

THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING) (this “Amendment”) is entered into as of September 22, 2010 (the “Amendment Effective Date”), 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”). This Amendment further amends and modifies a certain Amended and Restated Credit Agreement (Licensing) dated as of March 31, 2009 (as amended, supplemented, restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) by and among Borrowers, the Lenders, the Administrativ

LOAN SERVICING AGREEMENT by and among VANTIUM CAPITAL MARKETS, L.P., as an Owner VANTIUM REO CAPITAL MARKETS, L.P. as an Owner, and FRANKLIN CREDIT MANAGEMENT CORPORATION as the Servicer dated as of July 1, 2010
Loan Servicing Agreement • August 13th, 2012 • Franklin Credit Management Corp • New York

This Loan Servicing Agreement (the “Agreement”), dated and effective as of July 1, 2010, is by and among Vantium Capital Markets, L.P. (“VCM”), Vantium REO Capital Markets, L.P. (“VCMR”; together with VCM, the “Owners” and each individually, the “Owner”), and Franklin Credit Management Corporation (“Servicer”).

AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING)
Credit Agreement • August 13th, 2012 • Franklin Credit Management Corp • Ohio

THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING) (this "Amendment") is entered into as of June __, 2012 (the "Amendment Effective Date"), by and among FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware Corporation ("FCMC"), and FRANKLIN CREDIT HOLDING CORPORATION, a Delaware corporation ("FCHC" and together with FCMC, each, a "Borrower" and collectively, the "Borrowers"), THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS (each, a "Lender" and collectively, the "Lenders"), THE HUNTINGTON NATIONAL BANK, a national banking association ("Huntington"), as administrative agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent") for the benefit of the Lenders and the Issuing Bank (as defined in the Credit Agreement (Licensing) referred to below). This Amendment further amends and modifies a certain Amended and Restated Credit Agreement (Licensing) dated as of March 31, 2009, as amended, supplemented, restated or o

Franklin Credit Management Corporation 10-12G
Credit Agreement • August 13th, 2012 • Franklin Credit Management Corp • Ohio
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING)
Credit Agreement • August 13th, 2012 • Franklin Credit Management Corp • Ohio

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING) (this “Amendment”) is entered into as of March 26, 2010 (the “Amendment Effective Date”), 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”). This Amendment amends and modifies a certain Amended and Restated Credit Agreement (Licensing) dated as of March 31, 2009 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) by and among Borrowers, the Lenders, the Administrative Agent and Issuing Bank. Capitalized

SECOND AMENDMENT TO LOAN SERVICING AGREEMENT
Loan Servicing Agreement • August 13th, 2012 • Franklin Credit Management Corp • New York
LIQUIDATION MANAGER AGREEMENT
Liquidation Manager Agreement • August 13th, 2012 • Franklin Credit Management Corp • New Jersey

This Liquidation Manager Agreement (this “Agreement”) is made this 2nd day of August, 2012, by and among Franklin Credit Holding Corporation (the “Debtor”), and Kevin Gildea (the “Liquidation Manager,” and together with the Debtor, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the First Amended Prepackaged Plan of Reorganization of Franklin Credit Holding Corporation, dated July 3, 2012 (as amended by the Confirmation Order (as defined below) or as it may be further altered, amended, modified or supplemented from time to time the “Amended Plan”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING)
Credit Agreement • August 13th, 2012 • Franklin Credit Management Corp • Ohio

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING) (this “Amendment”) is entered into as of July 20, 2010 (the “Amendment Effective Date”), 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”). This Amendment further amends and modifies a certain Amended and Restated Credit Agreement (Licensing) dated as of March 31, 2009 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) by and among Borrowers, the Lenders, the Administrative Agent and Issuing Bank. Capi

DEFERRED PAYMENT AGREEMENT
Deferred Payment Agreement • August 13th, 2012 • Franklin Credit Management Corp • Ohio

This Deferred Payment Agreement (the “Agreement”) is made this 22nd day of September, 2010, by and among The Huntington National Bank, a national banking association, in its capacity as Administrative Agent under the Legacy Credit Agreement (as defined below) (“Huntington”), Franklin Credit Management Corporation, a Delaware corporation, or any successor-in-interest thereto (“FCMC”) and Thomas J. Axon (“Axon”).

March 28, 2011
Limited Waiver of Identified Default • August 13th, 2012 • Franklin Credit Management Corp

Reference is hereby made to a certain Amended and Restated Credit Agreement (Licensing) dated as of March 31, 2009 (as amended, supplemented, restated or otherwise modified from time to time prior to the date hereof, the “Licensing Credit Agreement”) by and among Franklin Credit Management Corporation and Franklin Credit Holding Corporation (each, a “Borrower” and collectively, “Borrowers”), 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”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Licensing Credit Agreement.

LOAN SERVICING AGREEMENT by and between BOSCO CREDIT II, LLC as the Owner, and FRANKLIN CREDIT MANAGEMENT CORPORATION as the Servicer dated and made effective as of September 22, 2010
Loan Servicing Agreement • August 13th, 2012 • Franklin Credit Management Corp • New York

This Loan Servicing Agreement (the “Agreement”), dated and effective as of September 22, 2010, is by and between BOSCO CREDIT II, LLC, a Delaware limited liability company (“Owner”), and Franklin Credit Management Corporation, a Delaware corporation (“Servicer”).

LOAN SERVICING AGREEMENT by and between BOSCO CREDIT II TRUST SERIES 2010 - 1 as the Owner, and FRANKLIN CREDIT MANAGEMENT CORPORATION as the Servicer dated and made effective as of November 19, 2010
Loan Servicing Agreement • August 13th, 2012 • Franklin Credit Management Corp • New York

This Loan Servicing Agreement (the “Agreement”), dated and effective as of November 19, 2010, is by and between BOSCO CREDIT II TRUST SERIES 2010 - 1, a Delaware statutory trust (“Owner”), and Franklin Credit Management Corporation, a Delaware corporation (“Servicer”).

FIRST AMENDMENT TO LEASE
Lease • August 13th, 2012 • Franklin Credit Management Corp
Franklin Credit Management Corporation 10-12G
Employment Agreement • August 13th, 2012 • Franklin Credit Management Corp

This letter sets forth proposals for the amendment of your employment agreement with Franklin Credit Management Corporation, effective as of March 28, 2005, in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2012 • Franklin Credit Management Corp • New York

This EMPLOYMENT AGREEMENT (“Agreement”), effective as of March 28, 2005 , by and between Franklin Credit Management Corporation and Paul D. Colasono.

AMENDED AND RESTATED SECURITY AGREEMENT (LICENSING)
Security Agreement • August 13th, 2012 • Franklin Credit Management Corp • 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”).

FIRST AMENDMENT TO LOAN SERVICING AGREEMENT
Loan Servicing Agreement • August 13th, 2012 • Franklin Credit Management Corp • New York

FIRST AMENDMENT, dated as of February 27, 2009 (this “Amendment”), to the Loan Servicing Agreement, dated as of May 28, 2008 (the “Loan Servicing Agreement”), by and among, on the one hand, Bosco Credit LLC (“Bosco”), as owner, and Franklin Credit Management Corporation, as servicer (the “Servicer”).

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SECOND AMENDMENT TO LEASE
Lease • August 13th, 2012 • Franklin Credit Management Corp
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