EX-10.69




Exhibit 10.69



 PLEDGE,
ASSIGNMENT AND SECURITY AGREEMENT


PLEDGE, ASSIGNMENT AND Security Agreement (this “Agreement”), dated as of August
15, 2008, by FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware corporation (the
“Borrower”), each of the entities listed on the signature pages hereof as grantors
or that becomes a party hereto pursuant to Section 7.10 of the Security Agreement referred to below
(each a “Grantor” and, collectively, the “Grantors”), in favor of THE HUNTINGTON
NATIONAL BANK, a national banking association (“Lender”).




W i t n e s s e t h:



Whereas, all the Grantors are party to a Security Agreement dated as of November 15, 2007,
in favor of Lender (the “Security Agreement”) pursuant to which the Grantors are
required to execute and deliver this Agreement;




Whereas, pursuant to the Credit Documents, Lender has made extensions of credit to
Borrower and certain of its affiliates upon the terms and subject to the conditions set forth
therein; and



     Now, Therefore, in consideration of the premises and to comply with the requirements
of the Security Agreement, each Grantor hereby agrees with Lender as follows:



Section 1. Defined Terms




Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the
meaning given to them in the Security Agreement.



Section 2. Grant of Security Interest in Collateral




Each Grantor, as collateral security for the full, prompt and complete payment and performance when
due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, hereby
collaterally pledges, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender,
and grants to Lender a lien on and security interest in, all of its right, title and interest in,
to and under the following collateral of such Grantor (the “Collateral”):



(a) all of its proceedings, choses in action and Commercial Tort Claims in which it has an
interest, including, without limitation, any proceeding, choses in action, and Commercial Tort
Claim referred to on Schedule I attached hereto; and



(b) all Proceeds of the foregoing.



Section 3. Security Agreement




The security interest granted pursuant to this Agreement is granted in conjunction with the
security interest granted to Lender pursuant to the Security Agreement and each Grantor hereby
acknowledges and affirms that the rights and remedies of Lender with respect to the security
interest in the Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference herein as if fully set
forth herein.



[Signature Pages Follow]




A6- 1









 





In witness whereof, each Grantor has caused this Agreement to be executed and delivered by
its duly authorized offer as of the date first set forth above.



	 	 	 	 	 
	 	FRANKLIN CREDIT MANAGEMENT 

CORPORATION,
as Borrower and Grantor

 	 
	 	By:  	/s/ Alexander Gordon Jardin
 	 
	 	Name:  	Alexander Gordon Jardin 	 
	 	 	 	 
	 
	 	Each Grantor listed on Schedule A attached 

hereto:

 	 
	 	By:  	 /s/ Alexander Gordon Jardin
 	 
	 	 	 	 
	 	Name: Alexander Gordon Jardin 	 
	 



Title: CEO, as an authorized office of and

on behalf of each Grantor Listed on

Schedule A attached hereto




Accepted and Agreed

as of the date first above written:




THE HUNTINGTON NATIONAL BANK




	 	 	 	 	 
	By:

	 	/s/ Alan D. Seitz
 

	 	  
	 

	 	Name: Alan D. Seitz	 	 
	 

	 	Title: Senior Vice President	 	 







 









 








Acknowledgement of Grantors




	 	 	 
	State of New Jersey

	 	)
	 

	 	)     ss.
	County of hudson

	 	)






On this 13th day of August, 20008 before me personally appeared Alexander Gordon
Jardin, proved to me on the basis of satisfactory evidence to be the person who executed the
foregoing instrument on behalf of Franklin Credit Management Corporation, a Delaware corporation,
who being by me duly sworn did depose and say that she/he is an authorized representative of said
entity, that the said instrument was signed on behalf of said entity and that she/he acknowledged
said instrument to be the free act and deed of said entity.



Donna M. Bonfiglio

Notary Public




	 	 	 
	State of New jersey

	 	)
	 

	 	)     ss.
	County of hudson

	 	)






On this 13th day of August, 2008 before me personally appeared Alexander Gordon Jardin,
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of each of the Grantors (as defined above), who being by me duly sworn did
depose and say that she/he is an authorized representative of each of said entities, that said
instrument was signed on behalf of each of said entity as authorized by their respective
                     and that she/he acknowledged said instrument to be the free act and deed of each
of said entities.



Donna M. Bonfiglio

Notary Public




 









 





Schedule A




[List of Grantors]




 









 





Schedule I




to




Agreement




Proceedings, Choses in Action and Commercial Tort Claims





	 	1.	 	All claims arising out of all loan purchase agreements between Franklin Credit
Management Corporation (“FCMC”) and WMC Mortgage, LLC (“WMC”), successor to WMC
Mortgage Corp., including, without limitation, (1) that certain loan purchase agreement
between FCMC and WMC, dated as of September 29, 2006 and (2) that certain loan purchase
agreement between FCMC and WMC, dated as of November 30, 2006.
	 
	 	2.	 	All claims arising out of all loan purchase agreements between Franklin Credit
Management Corporation (“FCMC”) and WMC Mortgage, LLC (“WMC”) including, without
limitation, (1) that certain loan purchase agreement between FCMC and WMC, dated as of
May 25, 2006, (2) that certain loan purchase agreement between FCMC and WMC, dated as
of September 29, 2006, and (3) that certain loan purchase agreement between FCMC and
WMC, dated as of November 30, 2006.
	 
	 	3.	 	All claims arising out of all loan purchase agreements between Franklin Credit
Management Corporation (“FCMC”), Decision One Mortgage Company, LLC (“Decision One”),
and HSBC Finance Corporation including, without limitation, (1) that certain loan
purchase agreement between FCMC and Decision One, dated as of June 23, 2006, (2) that
certain loan purchase agreement between FCMC and Decision One, dated as of August 29,
2006, (3) that certain loan purchase agreement between FCMC and Decision One, dated as
of September 27, 2006, (4) that certain loan purchase agreement between FCMC and
Decision One, dated as of January 26, 2007, and (5) that certain loan purchase
agreement between FCMC and Decision One, dated as of February 26, 2007.
	 
	 	4.	 	All claims arising out of all loan purchase agreements between Franklin Credit
Management Corporation (“FCMC”) and Pine State Mortgage Corporation (“Pine State”)
including, without limitation, (1) that certain loan purchase agreement between FCMC
and Pine State, dated as of February 12, 2007, (2) that certain loan purchase agreement
between FCMC and Pine State, dated as of February 28, 2007, (3) that certain loan
purchase agreement between FCMC and Pine State, dated as of March 30, 2007, (4) that
certain loan purchase agreement between FCMC and Pine State, dated as of April 19,
2007, and (5) that certain loan purchase agreement between FCMC and Pine State, dated
as of May 15, 2007.
	 
	 	5.	 	All claims arising out of all loan purchase agreements between Franklin Credit
Management Corporation (“FCMC”) and Metrocities Mortgage, LLC (“Metro”) including,
without limitation, that certain loan purchase agreement between FCMC and Metro, dated
as of June 18, 2007.
	 
	 	6.	 	All claims arising out of all loan purchase agreements between Franklin Credit
Management Corporation (“FCMC”) and First Residential Mortgage Services Corporation
(“First Residential”) including, without limitation, that certain loan purchase
agreement between FCMC and First Residential, dated as of February 22, 2007.