##### 



(Local Currency  Single Jurisdiction)
  ISDA®
  International
    Swap Dealers Association, Inc.
  MASTER AGREEMENT
  dated as of
    February 27, 2008
    and/or
  Accordingly,
    the parties agree as follows: 
  1.
    Interpretation  Definitions.
  Inconsistency.
  Single Agreement.
  2.
    Obligations  General Conditions.
        Change of Account.
 1




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Netting.
          Default Interest; Other
    Amounts.
  3.
    Representations    Basic Representations.
  Status.
  Powers.
  No Violation or
    Conflict.
  Consents.
  Obligations Binding.
 2




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Absence of Certain Events.
  Absence of Litigation.
  Accuracy of Specified
    information.
  4.
    Agreements    Furnish Specified
    Information.
  Maintain Authorisations.
  Comply with Laws.
  5.
    Events of
    Default and Termination Events  Events of Default.
  Failure to Pay or
    Deliver.
  Breach of Agreement.
  Credit Support Default.
   3




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Misrepresentation.
  Default under Specified
    Transaction.
  Cross Default.
  Bankruptcy.
  winding-up winding-up winding-up,
 4




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Merger Without
    Assumption.
      Termination Events.
  Illegality.
      Credit Event Upon Merger.
  Additional Termination
    Event.
  Event of Default and
    Illegality.
 5




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6.
    Early
    Termination  Right to Terminate Following Event of
    Default.
  Right to Terminate Following Termination
    Event.
  Notice.
  Two Affected Parties.
  Right to
    Terminate.
        Effect of Designation.
    Calculations.
  Statement.
 6




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Payment Date.
  Payments on Early
    Termination.
  Events of Default.
  First Method and Market Quotation.
  First Method and Loss.
  Second Method and Market
    Quotation.
  Second Method and Loss.
  Termination Events.
  One Affected Party.
  Two Affected Parties.
   7




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Adjustment for
    Bankruptcy.
  Pre-Estimate.
  7.
    Transfer        Any
    purported transfer that is not in compliance with this Section
    will be void
  8.
    Miscellaneous  Entire Agreement.
  Amendments.
  Survival of
    Obligations.
  Remedies Cumulative.
  Counterparts and Confirmations.
   8




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No Waiver of Rights.
  Headings.
  9. Expenses
    10.
    Notices  Effectiveness.
              Change of Addresses.
  11.
    Governing
    Law and Jurisdiction  Governing Law.
  Jurisdiction.
 9




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Waiver of Immunities.
  12.
    Definitions  As used in
    this Agreement: 
  Additional Termination Event
  Affected Party
  Affected Transactions
  Affiliate
  Applicable Rate
          consent
  Credit Event Upon Merger
 10




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Credit Support Document
  Credit Support Provider
  Default Rate
  Defaulting Party
  Early Termination Date
  Event of Default
  Illegality
  law lawful unlawful
  Local Business Day
  Loss
  Market Quotation
 11




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Non-default Rate
  Non-defaulting Party
  Potential Event of Default
  Reference Market-makers
  Scheduled Payment Date
  Set-off
  Settlement Amount
      Specified Entity
  Specified Indebtedness
  Specified Transaction
 12




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Terminated Transactions
  Termination Event
  Termination Rate
  Unpaid Amounts
    The Huntington National Bank

Franklin Credit Management Corporation(Name of Party)

(Name
    of Party)By: /s/  Scott
    Kleinman

By: /s/  Alexander
    Gordon JardinName: Scott Kleinman

Name: Alexander Gordon JardinTitle:  Senior Vice President

Title:  Chief Executive OfficerDate:  March 7, 2008  13




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SCHEDULE TO
    THE 1992 ISDA MASTER AGREEMENT
  dated as
    of February 27, 2008
  between
    THE HUNTINGTON NATIONAL BANK, a national banking association
    (Party A),
  &
  Franklin
    Credit Management Corporation, a Delaware corporation
    (Party B).
  Part 1:
    Termination Provisions
  Specified Entity
  Specified Transaction
  Cross Default
  Specified Indebtedness
  Threshold Amount
  Credit Event Upon Merger
  Automatic Early Termination
 1




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Payments on Early Termination.
  Additional Termination Events.
  Part 2:
    Agreement to Deliver Documents
      Form 10-Q Form 10-K.
  Part 3:
    Miscellaneous
  Addresses for Notices.
    41 South High Street, Columbus, Ohio 43287
 Rate Risk Management Unit, HC0931
 (614)
    480-4595 :
    (614) 480-5464
    101 Hudson Street, 25th Floor, Jersey City, NJ
    07302
 Kim Shaw
 (201)
    604-4414
  Calculation Agent.
  Credit Support Document:
  Credit Support Provider(s):
 2




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Governing Law; Venue. forum non conveniens
  Absence of
    Litigation.
    7. Transfer
    and/or
      Default Interest; Other Amounts.
  Process Agent.
  Payments.
      (k) Absence of Certain
    Events.
  (l) No Waiver, etc.
 3




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Part 4.
    Other Provisions.
  Event of Default.
  Pari Passu Nature of Obligations.
  Additional Representation.
        and/or
        Exchange of Confirmations.
  Right of Set-Off. by it by it
 4




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Disclaimer:
  JURY WAIVER:
  IN WITNESS WHEREOF,
  The Huntington National Bank

Franklin Credit Management CorporationBy: /s/  Scott
    D. KleinmanName: Scott
    D. Kleinman
    Title:  Senior Vice President
    Date:  March 7, 2008

By: /s/  Alexander
    Gordon JardinName: Alexander
    Gordon Jardin
    Title:  Chief Executive Officer  5