kl01002_ex10-7.htm


    
      
        

      

    

     

    
      
        Exhibit
10.7

        
 

        TRIBECA
          FORBEARANCE
          AGREEMENT AND

        AMENDMENT
          TO CREDIT
          AGREEMENTS

        


        THIS
          TRIBECA FORBEARANCE AGREEMENT AND
          AMENDMENT TO CREDIT AGREEMENTS (this “Agreement”) is
          entered into as of the 28th day of December, 2007, (the “Forbearance
          Effective
          Date”) by and among THE BORROWERS listed on Schedule
          1 hereto
          (each, a “Borrower”
and
          collectively, the “Borrowers”),
          including without limitation, TRIBECA LENDING CORP., a New York corporation,
          in
          its individual capacity (“Tribeca”), and
          FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware corporation, in its
          capacity
          as Guarantor hereunder and in its capacity as servicer (“FCMC”
or “Guarantor”),
          and THE
          HUNTINGTON NATIONAL BANK (“Huntington”
or
“Lender”).

        


        RECITALS:

        


        WHEREAS,
          certain of the Borrowers,
          Tribeca and Huntington (as successor-in-interest to Sky Bank) are parties
          to
          that certain Master Credit and Security Agreement, dated as of February
          28,
          2006, as the same has been amended, supplemented, restated or otherwise
          modified
          prior to the date of this Agreement (the “Tribeca Master
          Agreement”), pursuant to which Huntington holds certain outstanding loans
          made to the applicable Borrowers (the “Tribeca Master
          Term
          Loans”), which Tribeca Master Term Loans are secured by, among other
          things, certain Mortgage Loans as provided in the Tribeca Master Agreement
          and
          the other agreements entered into in connection therewith; and

        


        WHEREAS,
          Tribeca and Huntington (as
          successor-in-interest to Sky Bank) are parties to that certain Warehousing
          Credit and Security Agreement, dated as of October 18, 2005, as the same
          has
          been amended, supplemented, restated or otherwise modified prior to the
          date of
          this Agreement (the “Tribeca Warehousing
          Agreement”), pursuant to which Huntington holds certain outstanding loans
          made to Tribeca (the “Tribeca Warehousing
          Credits”), which loans are secured by, among other things, certain
          Mortgage Loans as provided in the Tribeca Warehousing Agreement and the
          other
          agreements entered into in connection therewith; and

        


        WHEREAS,
          the Tribeca Master Agreement
          and the Tribeca Warehousing Agreement are collectively referred to as,
          the
“Credit
          Agreements,” and the Tribeca Master Term Loans and the Tribeca
          Warehousing Credits are collectively referred to as the “Commercial Loans”);
          and

        


        WHEREAS,
          Tribeca, the other Borrowers,
          FCMC and Lender wish to make the Credit Agreements subject to the terms
          of this
          Agreement, on the terms and conditions set forth herein, in order to, among
          other things, (a) consolidate the Commercial Loans and convert the aggregate
          outstanding principal amounts thereof into (i) a term loan facility in
          the
          amount of $400,000,000 (“Tranche A”), and
          (ii)
          a term loan facility in the amount of $91,133,187, divided into four (4)
          sub-tranches of $22,783,296.75 each (“Tranche B-1,”
“Tranche
          B-2,” “Tranche
          B-3”, and
“Tranche
          B-4”
and, collectively, “Tranche
          B”) (c) make
          each of Tranche A, and Tranche B, a full recourse obligation of each Borrower,
          and make each Borrower jointly and severally liable for the repayment of
          Tranche
          A, and Tranche B, and (d) reaffirm all obligations, liabilities and Liens
          on
          substantially all assets of each Borrower and Guarantor, including without
          limitation all of the collateral which secures the Commercial Loans;
          and

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        WHEREAS,
          as of the date hereof certain
          of the Borrowers and FCMC are in default of the following provisions of
          the
          Credit Agreements as applicable:

        


        A.  Tribeca
          Master Agreement:

         

        
          	
                   

                	
                  (i)  Tribeca
                    has failed to deliver to Lender FCMC’s and Tribeca’s statements of income
                    and cash flows and related balance sheet, each for the fiscal
                    quarter
                    ending September 30, 2007, certified by the chief financial officer
                    or
                    other appropriate officer of FCMC;

                


        

        


        (ii)
          Tribeca and its Subsidiaries have failed to maintain a minimum net worth
          of not
          less than $3,500,000;

         

        (iii) Tribeca
          have failed to maintain consolidated pretax net income of $750,000, in
          the
          aggregate over the four quarters ending September 30, 2007, and as of September
          30, 2007, sustained a loss in more than three consecutive quarters;

         

        (iv)
          Tribeca’s total indebtedness, less
          indebtedness due to affiliates, exceeds 95% of itstotal assets; and

         

        (v)
          Tribeca and its Subsidiaries have
          failed to comply with the terms of indebtedness in excess of $100,000 owing
          to
          BOS (USA) Inc. pursuant to a certain Master Credit and Security Agreement
          dated
          March 24, 2006 among BOS (USA) Inc., Tribeca Lending Corp. and certain
          other
          Subsidiaries signatory thereto, as amended, supplemented, restated or otherwise
          modified from time to time;

         

        (the
          defaults set forth in clauses (A)(i) through (v) above shall be referred
          to as
          the “Tribeca Master
          Acknowledged Defaults”.

         

        B.  Tribeca
          Warehousing Agreement:

         

        (i) 
the
          Tribeca Master
          Acknowledged Defaults are defaults under the TribecaWarehousing Agreement;
          and

         

        (ii)
          certain of the Borrowers may be in
          default of various other provisions of the TribecaWarehousing
          Agreement;

         

        (the
          defaults set forth in clauses (B) (i) and (ii) above shall be referred
          to as the
“Tribeca Warehousing
          Acknowledged Defaults” and together with the Tribeca Master Acknowledged
          Defaults and the Tribeca Warehousing Acknowledged Defaults , the “Acknowledged
          Defaults”); and

         

        WHEREAS,
          Guarantor and each Borrower
          have requested that Lender not exercise its rights to initiate proceedings
          to
          foreclose or otherwise realize upon the Collateral which secures the Obligations
          of Guarantor and Borrowers as a consequence of the Acknowledged Defaults,
          and
          Guarantor and each Borrower acknowledge that Lender is entitled to exercise
          all
          rights and remedies available to Lender under the Loan Documents;
          and

         

        WHEREAS,
          Guarantor and each Borrower
          acknowledge that Lender is granting the forbearance as provided in this
          Agreement in consideration and reliance upon the promises and

         

         

        
          
            Page
              2 of 41

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        agreements
          of Guarantor and each Borrower contained in this Agreement, and Guarantor
          and
          each Borrower  acknowledge and agree that all actions taken by Lender
          prior to the date hereof have been reasonable and appropriate under the
          circumstances; and

         

        WHEREAS,
          in order to induce Lender to
          enter into this Agreement, Guarantor is willing to provide a guaranty agreement
          and to secure its obligations thereunder with a Lien on substantially all
          of its
          assets; and

         

        WHEREAS,
          in connection with the Credit
          Agreements and the Commercial Loans, certain of the Borrowers and Guarantor
          entered into promissory notes, security agreements, certificates, letter
          of
          credit reimbursement agreements, pledge agreements, control agreements,
          joinder
          agreements, counterpart signature pages, assignments, guaranties, banking
          services agreements, hedging agreements, cash management agreements, consent
          agreements, collateral agreements, amendments, modification agreements,
          instruments and financing statements and other loan documents (each of
          the
          foregoing, together with each Credit Agreement, this Agreement, the FCMC
          Guaranty and all other agreements executed in connection herewith or therewith,
          a “Loan
          Document” and collectively, the “Loan
          Documents”);
          and

         

        WHEREAS,
          as of December 28, 2007,
          certain Borrowers owe to Lender, without offset, recoupment or dispute,
          the
          outstanding principal balances of the Commercial Loans as are set forth
          on Schedule 2 hereto
          (the “Commercial Loan
          Principal Balances”), together with interest, fees, expenses, and other
          charges pursuant to the Credit Agreements, and Lender has agreed to do
          so in
          reliance of the agreements of Guarantor and Borrowers in this Agreement;
          and

         

        WHEREAS,
          by reason of the Acknowledged
          Defaults, Lender has no obligation to make any additional advance on any
          Loan
          Document, and Lender is entitled to immediately exercise any right, power
          or
          remedy permitted thereto by law or any provision of the Loan Documents;
          and

         

        WHEREAS,
          FCMC and the Borrowers have
          requested that Lender forbear from exercising rights and remedies under
          the
          respective Loan Documents pursuant to the terms of this Agreement.

         

        NOW,
          THEREFORE, for good and valuable consideration, the receipt and sufficiency
          of
          which are hereby acknowledged, Guarantor and each Borrower acknowledge
          and agree
          that all of the recitals set forth above are true and correct and are
          incorporated into this Agreement by this reference, and the parties hereto,
          intending to be legally bound, hereby agree as follows:

        


        1.  Forbearance,
          Ratification
          and Reaffirmation.

        


        (a)   Absent
          a Forbearance Default, Lender, prior to May 15, 2009 (the “Forbearance
          Date”),
          agrees not to initiate collection proceedings or exercise its remedies
          under the
          Loan Documents in respect of any Commercial Loan against Guarantor, any
          Borrower
          or any Collateral or elect to have interest accrue under the respective
          Loan
          Documents at the stated rate applicable after default.  Each Borrower
          and Guarantor acknowledges and agrees that, except as specifically set
          forth in
          this Agreement, Lender (i) reserves the right to enforce each and every
          term of
          any Loan Document; (ii) is under no duty or obligation of any kind or any
          nature
          to grant Guarantor or any Borrower any additional period of forbearance
          beyond
          the Forbearance Date; (iii) shall not be construed 

         

         

         

        
          
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        to
          waive,
          relinquish or estop Lender from asserting Lender’s rights under any Loan
          Document or applicable law; and (iv) shall be under no impediment to Lender’s
          right to pursue any and all remedies available to it on or after the Forbearance
          Date or immediately upon the occurrence of a Forbearance Default.

        


        (b)  Guarantor
          and each Borrower agree that (i) all Obligations under the Credit Agreements
          are
          the valid and binding obligations of Guarantor and each Borrower respectively
          and are enforceable in accordance with the terms thereof, except as modified
          by
          this Agreement; (ii) Obligations of each Borrower evidenced by each promissory
          note executed in connection with the Credit Agreements, including without
          limitation, each promissory note executed in connection with each Commercial
          Loan, executed and delivered by each Borrower are valid and binding without
          any
          present right of offset, claim, defense or recoupment of any kind and are
          hereby
          ratified and confirmed in all respects and that the outstanding principal
          balance of each Commercial Loan as of the date set forth in Schedule 2
          hereto is
          set forth on Schedule 2 hereto; and (iii) the Liens and security interests
          granted to Lender with respect to each Mortgage Loan and other Collateral
          pledged as security for all Obligations of Guarantor and each Borrower
          under the
          Credit Agreements and the promissory notes executed in connection therewith
          are
          valid and binding and are enforceable in accordance with the terms thereof,
          except as modified by this Agreement and are hereby ratified and confirmed
          in
          all respects.

        


        2.  Certain
          Defined
          Terms.  All capitalized terms used herein and not otherwise
          defined herein shall have the meanings ascribed to such terms in the Tribeca
          Master Agreement.  As used herein, the following terms shall have the
          following meanings (all terms defined in this Section 2 or in other provisions
          of this Agreement in the singular to have the same meanings when used in
          the
          plural and vice versa):

        


        “Accepted
          Servicing
          Practices” shall mean, with respect to any Mortgage Loan, accepted and
          prudent mortgage servicing practices (including collection procedures)
          generally
          acceptable to prudent mortgage lending institutions which service mortgage
          loans
          of the same type as such Mortgage Loans in the jurisdiction where the related
          mortgaged property is located and in a manner consistent with (i) the policies
          and practices in existence as of the Forbearance Effective Date for a period
          of
          60 days after such date and (ii) thereafter with the standards and procedures
          described in the policies delivered to Lender pursuant to Section 11(c)
          (or if
          FMC fails to deliver such standards and policies, with the standards and
          policies prescribed by Lender).

        


        “Advance”
or
“Advances”
shall
          mean
          one or more of the Tranche A Advances, the Tranche B Advances, or any
          combination thereof.

        


        “Affiliate”
shall
          mean, with respect to any Person, any other Person which, directly or
          indirectly, controls, is controlled by, or is under common control with,
          such
          Person. For purposes of this definition, “control” (together with the
          correlative meanings of “controlled by” and “under common control with”) means
          the possession, directly or indirectly, of the power (a) to vote 10% or
          more of
          the securities (on a fully diluted basis) having ordinary voting power
          for the
          directors or managing general partners (or their equivalent) of such Person,
          or
          (b) to direct or cause the direction of the management or policies of such
          Person, whether through the ownership of voting securities, by contract,
          or
          otherwise.

         

         

        
          
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              of 41

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        “Applicable
          Collections
          Amount” shall have the meaning assigned thereto in Section
          5(d).

        


        “Applicable
          Margin”
shall mean, with respect to each Advance listed below, the percentage
          set forth
          below opposite such Advance:

         

        Tranche A
          Advance................................        2.25%

        Tranche B
          Advance.................................        2.75%

         

        “Approved
          Expenses”
shall mean those expenses of Guarantor and its Subsidiaries as shall
          be approved
          by Lender in its sole discretion, and which shall include the expenses
          of
          Guarantor its Subsidiaries in the ordinary course of business of up to
          $2,500,000 per month for the first two months after the Forbearance Effective
          Date, including without limitation, all fees and expenses as described
          in
          Section 40 of this Agreement (other than any such amounts paid in January
          2008
          and February 2008), out-of-pocket collection advances, expenses related
          to the
          maintenance of REO Properties, all fees and charges in respect of letters
          of
          credit and banking services provided for the account of Guarantor and any
          Borrower and costs of any litigation to require sellers of Mortgage Loans
          pledged to Lender to repurchase such loans because of fraud, misrepresentation
          or breach of warranty, in each case at the discretion of Lender.

        


        “Bankruptcy
          Code”
shall mean Title 11 of the United States Code (11 U.S.C. Section
          101 et seq.),
          as amended by the Bankruptcy Reform Act and as further amended from time
          to
          time, or any successor statute.

        


        “Bankruptcy
          Reform
          Act” shall mean the Bankruptcy Abuse Prevention and Consumer Protection
          Act of 2005, effective as of October 17, 2005.

        


        “BOS
          Agreements” shall
          mean the Master Credit and Security Agreement dated March 24, 2006 among
          BOS
          (USA) Inc., Tribeca Lending Corp. and certain other Subsidiaries signatory
          thereto, as amended, supplemented, restated or otherwise modified from
          time to
          time, and the other loan documents executed in connection
          therewith.

        


        “BOS
          Borrower” shall
          mean Tribeca LI 2005 Corp.

        


        “BOS
          Loans” shall mean
          any loans or advances outstanding under the BOS Agreements.

        


        “Business
          Day” or
“business
          day”
shall mean any day other than a Saturday, Sunday or other day on which
          commercial banks are required or authorized to close under the laws of
          the State
          of Ohio, and if such day relates to a determination of LIBOR, means any
          such day
          on which dealings in U. S. dollar deposits are conducted by and between
          banks in
          the London interbank eurodollar market.

        


        “Capital
          Stock” shall
          mean any and all shares, interests, participations or other equivalents
          (however
          designated) of capital stock of a corporation, any other equity interests
          in an
          entity however designated, any membership interests in a limited liability
          company, any and all similar ownership interests in a Person, in each case
          whether certificated or uncertificated, and any and all warrants or options
          to
          purchase any of the foregoing.

         

         

        
          
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        “Change
          of Control”
shall mean, (a) with respect to FCMC, the replacement of a majority
          of the board
          of directors of FCMC from the directors who constituted the board of directors
          on the date of this Agreement for any reason other than death or disability,
          and
          such replacement shall not have been approved by such board of directors
          of
          FCMC, as constituted on the date of this Agreement (or as changed over
          time with
          the approval of the then existing board of directors of FCMC); or (b) with
          respect to FCMC, a Person or Persons acting in concert, as a result of
          a tender
          or exchange offer, open market purchases, privately negotiated purchases,
          exercise of the stock pledge or otherwise, shall have become the beneficial
          owner (within the meaning of Rule 13d-3 under the Securities Exchange Act
          of
          1934, as amended) of equity securities of FCMC representing more than 20%
          of the
          combined voting power of the outstanding securities of FCMC, ordinarily
          having
          the right to vote in the election of directors from the beneficial owners
          as of
          the date of this Agreement; or (c) with respect to any Borrower, the failure
          of
          FCMC to own, directly or indirectly and free and clear of any adverse claims
          (other than Liens securing the Obligations), 100% of the issued and outstanding
          Capital Stock of such Borrower.

        


        “Collateral”
shall
          have the meaning assigned to such term in a certain Security Agreement
          dated as
          of even date with this Agreement, as well as in the Credit Agreements,
          executed
          and delivered to Lender by Guarantor and the Borrowers and shall include
          without
          limitation all monies owing to Guarantor or any Borrower from taxing
          authorities.

        


        “Collections”
shall
          mean, without duplication, all collections, distributions, dividends, payments
          and other proceeds in respect of principal, interest, net liquidation proceeds
          or insurance proceeds or Interest Rate Hedge Agreements, from whatever
          source,
          received by or for the account of Guarantor, any Borrower, or Lender on
          or in
          respect of any Mortgage Loan(s) or otherwise constituting part of the
          Collateral, including without limitation (i) the net cash proceeds received
          by any Borrower or any of its Affiliates, together with any non-offered
          securities issued, in connection with the securitization or sale of any
          Mortgage
          Loan, and (ii) the related proceeds of any liquidation, collection, sale,
          receipt, appropriation or realization upon the Collateral, net of
          (iii) cash reserves for Escrow Deposits and Approved Expenses.

        


        “Commitments”
shall
          mean, collectively, the Tranche A Commitments and the Tranche B
          Commitments.

        


        “Escrow
          Deposits”
shall mean, with respect to any Mortgage Loan, the amounts constituting
          ground
          rents, taxes, assessments, water rates, sewer rents, municipal charges,
          mortgage
          insurance premiums, fire and hazard insurance premiums, condominium charges
          and
          any other payments actually received by the servicer or Lender, which are
          required to be escrowed by the related mortgagor with the related mortgagee
          pursuant to any mortgage or any other document.

        


        “FCMC
          Guaranty” shall
          mean the Guaranty dated as of date hereof and made by Guarantor in favor
          of
          Lender, as the same may be amended, supplemented or otherwise modified
          and in
          effect from time to time in accordance with the terms thereof.

        


        “Franklin
          Advances”
shall means all “Advances” under a certain Forbearance Agreement and Amendment
          to Credit Agreements entered into as of the 28th day of December, 2007,
          by and
          among certain Subsidiaries of Franklin Credit Management Corporation signatory
          thereto, Franklin Credit Management Corporation, a  Delaware
          corporation, and Lender, as amended, 

         

         

        
          
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              of 41

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        supplemented,
          restated or otherwise modified from time to time (the “Franklin Forbearance
          Agreement”).

        


        “Governmental
          Authority” shall mean any nation or government, any state or other
          political subdivision thereof, any entity exercising executive, legislative,
          judicial, regulatory or administrative functions of or pertaining to government
          and any court or arbitrator having jurisdiction over the Guarantor or any
          of the
          Borrowers, any of their Affiliates or any of their properties.

        


        “Indebtedness”
shall
          mean, for any Person: (a) obligations created, issued or incurred by such
          Person
          for borrowed money (whether by loan, the issuance and sale of debt securities
          or
          the sale of property to another Person subject to an understanding or agreement,
          contingent or otherwise, to repurchase such property from such Person);
          (b)
          obligations of such Person to pay the deferred purchase or acquisition
          price of
          Property or services, other than trade accounts payable (other than for
          borrowed
          money) arising, and accrued expenses incurred, in the ordinary course of
          business; (c) indebtedness of others secured by a Lien on the property
          of such
          Person, whether or not the respective Indebtedness so secured has been
          assumed
          by such Person; (d) obligations (contingent or otherwise) of such Person
          in
          respect of letters of credit or similar instruments issued or accepted
          by banks
          and other financial institutions for account of such Person; (e) capital
          lease
          obligations of such Person; (f) obligations of such Person under repurchase
          agreements or like arrangements; (g) indebtedness of others guaranteed
          by such
          Person; (h) all obligations of such Person incurred in connection with
          the
          acquisition or carrying of fixed assets by such Person; (i) indebtedness
          of
          general partnerships of which such Person is a general partner; and (j)
          any
          other indebtedness of such Person evidenced by a note, bond, debenture
          or
          similar instrument.

        


        “Interest
          Period”
shall mean, with respect to any Advance, (i) initially, the period
          commencing on
          any funding date with respect to such Advance and ending on the calendar
          day
          prior to the Payment Date of the next succeeding month, and (ii) thereafter,
          each period commencing on the Payment Date of one month and ending on the
          calendar day prior to the Payment Date of the next succeeding month; provided, that
          if any
          Interest Period would otherwise expire on a day which is not a business
          day,
          such Interest Period shall be extended to the next succeeding business
          day;
provided,
          however, that if such next succeeding business day occurs in the
          following calendar month, then such Interest Period shall expire on the
          immediately preceding business day, and provided further that
          interest shall continue to accrue on all amounts due and payable hereunder
          that
          remain unpaid on the applicable Termination Date until such time as such
          amounts
          are paid in full.

        


        “Interest
          Rate” shall
          mean, for each day in respect of (a) the Tranche A Advances or the Tranche
          B
          Advances, as applicable, a per annum rate equal to LIBOR for that day plus
          the
          relevant Applicable Margin.

        


        “Interest
          Rate Hedge
          Agreement” shall mean an interest rate swap, cap or collar agreement or
          any other hedging arrangements providing for protection against fluctuations
          in
          interest rates or the exchange of nominal interest obligations, either
          generally
          or under specific contingencies.

        


        “LIBOR”
shall
          mean,
          for each day during an Interest Period with respect to an Advance, the
          rate per
          annum obtained by dividing (1) the actual or estimated per annum rate,
          or the


         

         

        
          
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        arithmetic
          mean of the per annum rates, of interest for deposits in U.S. dollars for
          one
          (1) month, as determined by Lender in its discretion based upon information
          which appears on page LIBOR01, captioned British Bankers Assoc. Interest
          Settlement Rates, of the Reuters America Network, a service of Reuters
          America
          Inc. (or such other page that may replace that page on that service for
          the
          purpose of displaying London interbank offered rates; or, if such service
          ceases
          to be available or ceases to be use by Lender, such other reasonably comparable
          money rate service as Lender may select) or upon information obtained from
          any
          other reasonable procedure, as of two banking days prior to the commencement
          of
          such Interest Period; by (2) an amount equal to one minus the stated maximum
          rate (expressed as a decimal), if any, of all reserve requirements (including,
          without limitation, any marginal, emergency, supplemental, special or other
          reserves) that is specified on each date LIBOR is determined by the Board
          of
          Governors of the Federal Reserve System (or any successor agency thereto)
          for
          determining the maximum reserve requirement with respect to eurocurrency
          funding
          (currently referred to as “Eurocurrency liabilities” in Regulation D of such
          Board) maintained by a member bank of such system, or any other regulations
          of
          any Governmental Authority having jurisdiction with respect thereto, all
          as
          conclusively determined by Lender.  As used herein, “banking day”
shall mean any day other than a Saturday or a Sunday on which banks are
          open for
          business in Columbus, Ohio, and on which banks in London, England, settle
          payments.  Subject to any maximum or minimum interest rate limitation
          specified herein or by applicable law, LIBOR shall change automatically
          without
          notice to Guarantor or any Borrower immediately on the first day of each
          Interest Period, with any change thereto effective as of the opening of
          business
          on the day of any change.

        


        “LIBOR
          Advance” shall
          mean an Advance which bears an Interest Rate based on LIBOR.

        


        “Lien”
shall
          mean any
          mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
          lien (statutory or other), other charge or security interest, or any preference,
          priority or other agreement or preferential arrangement of any kind or
          nature
          whatsoever.

        


        “Mandatory
          Prepayment
          Event” shall mean:

        (a)           any
          sale, transfer or other disposition of any property of any Borrower, including
          without limitation pursuant to any repurchase of Mortgage Loans; or

         

        (b)           any
          casualty or other insured damage to, or any taking under power of eminent
          domain
          or by condemnation or similar proceeding of, any property of any Borrower;
          or

         

        (c)           the
          incurrence by any Borrower of any Indebtedness for borrowed money other
          than
          Subordinated Indebtedness; or

         

        (d)           the
          receipt by any Borrower of the proceeds of (i) any settlement or monetary
          judgment in respect of any claim, litigation or other similar proceeding
          or (ii)
          any tax refund or other amount owing by any taxing authority or other
          Governmental Authority.

        


        “Material
          Adverse
          Effect” shall mean a material adverse effect on (a) the operations,
          business, properties, liabilities (actual or contingent), condition (financial
          or otherwise) or prospects of any Borrower or Guarantor, (b) the ability
          of any
          Borrower or Guarantor to perform in all material respects its Obligations
          under
          this Agreement or any obligations under any of the Loan Documents to which
          it is
          a party, (c) the validity or enforceability in all material respects of
          

         

         

        
          
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        any
          of
          the Loan Documents, (d) the rights and remedies of Lender under any of
          the Loan
          Documents (including without limitation Lender’s ability to foreclose upon any
          Collateral or to exercise any of its other rights or remedies under any
          of the
          Loan Documents, whether as a secured party under the Uniform Commercial
          Code, in
          equity, at law or otherwise), (e) the timely payment of the principal of or
          interest on the Advances or other amounts payable in connection therewith
          or
          (f) the Collateral.

        


        “Minimum
          Tranche A Payment
          Amount” shall mean (i) with respect to any Payment Date other than the
          Tranche A Termination Date, $3,600,000, and (ii) with respect to the Tranche
          A
          Termination Date, the amount necessary to repay the aggregate outstanding
          unpaid
          principal balance of the Tranche A Advances in full.

        


        “Minimum
          Tranche B Payment
          Amount” shall mean (i) with respect to any Payment Date other than the
          Tranche B Termination Date, $250,000, which amount will be allocated first
          to
          Tranche B-1 Advances, second to Tranche B-2 Advances, third to Tranche
          B-3
          Advances, and fourth to Tranche B-4 Advances (each in the inverse order
          of
          maturing payments) and (ii) with respect to the Tranche B Termination Date,
          the
          amount necessary to repay the aggregate outstanding unpaid principal balance
          of
          the Tranche B Advances in full.

        


        “Mortgage”
shall
          mean,
          with respect to any Mortgage Loan, the mortgage, deed of trust, security
          deed or
          other instrument which creates a Lien on the fee simple or a leasehold
          estate in
          the real property securing such Mortgage Loan.

        


        “Mortgage
          Loan” shall
          mean any mortgage loan in which any Borrower or Guarantor has an interest,
          whether or not any applicable custodian has been instructed to hold for
          Lender
          (pursuant to an applicable custodial agreement or otherwise in the case
          of any
          Mortgage Loan not held by Lender as custodian) and which mortgage loan
          includes,
          without limitation, (i) a mortgage note, the related Mortgage and all other
          mortgage loan documents and (ii) all right, title and interest of Guarantor
          or
          the applicable Borrower in and to the related mortgaged property.

        


        “Net
          Proceeds” shall
          mean, with respect to any Mandatory Prepayment Event, (a) the cash proceeds
          received in respect of such Mandatory Prepayment Event, including (i) any
          cash received in respect of any non-cash proceeds (including any cash payments
          received by way of deferred payment of principal pursuant to a note or
          installment receivable or purchase price adjustment receivable or otherwise,
          but
          only as and when received), (ii) in the case of a casualty or other insured
          damage to any property or asset of any Borrower or Guarantor, insurance
          proceeds, and (iii) in the case of a condemnation or similar event,
          condemnation awards and similar payments,  in each case net of
          (b) the sum of (i) all reasonable and customary fees and out-of-pocket
          expenses paid to third parties (other than Affiliates) in connection with
          such
          Mandatory Prepayment Event, and (ii) in the case of a sale, transfer or
          other disposition of an asset or a casualty, a condemnation or similar
          proceeding, or the receipt of any tax refund, the amount of all payments
          required to be made as a result of such Mandatory Prepayment Event to repay
          Indebtedness (other than Advances) secured by such asset.

        


        “Net
          Worth” shall
          mean, with respect to any Person, the excess of the total assets of such
          Person
          over the total liabilities of such Person, as determined in accordance
          with
          GAAP.

         

         

        
          
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        “Note”
shall
          mean each
          Tranche A Note, Tranche B-1 Note, Tranche B-2 Note, Tranche B-3 Note, Tranche
          B-4 Note, as applicable.

        


        “Obligations”
shall
          mean all obligations, loans, advances indebtedness and liabilities of Guarantor
          and each Borrower to Lender, whether direct or indirect, joint or several,
          absolute or contingent, due or to become due, and whether now existing
          or
          hereafter incurred, which may arise under, out of or in connection with
          this
          Agreement, the Notes, any other Loan Document on account of principal,
          interest,
          reimbursement obligations, fees, indemnities, including without limitation,
          any
          interest, fee, cost and expense accrued or incurred after the filing of
          any
          petition under any bankruptcy or insolvency law, any cash management or
          treasury
          management agreements, any automated clearinghouse obligation, any obligation
          or
          liability under any Interest Rate Hedge Agreement, any amount owing pursuant
          to
          any service performed by Lender or any affiliate thereof for Guarantor
          or any
          Borrower and any amount due or owing Lender pursuant to any Credit Agreement
          or
          other Loan Document.

        


        “Payment
          Date” shall
          mean either (a) the fifth (5th) day
          of each
          calendar month or, if such day is not a business day, the next succeeding
          business day, or (b) in the case of the final Payment Date for the Tranche
          A
          Advances or the Tranche B Advances, the Tranche A Termination
          Date,  or the Tranche B Termination Date, respectively; provided,
          however, payments of interest accrued on the Advances shall commence on
          February
          5, 2008.  If the due date of any payment due in respect to any Advance
          shall be a day that is not a business day, such due date shall be extended
          to
          the next succeeding business day; provided, however,
          that if such next succeeding business day occurs in the following calendar
          month, then such due date shall be the immediately preceding business
          day.

        


        “Person”
shall
          mean
          any individual, corporation, company, voluntary association, partnership,
          joint
          venture, limited liability company, trust, unincorporated association or
          government (or any agency, instrumentality or political subdivision
          thereof).

        


        “Post-Default
          Rate”
shall mean, in respect of any principal of any Advance or any other
          amount under
          this Agreement, any Note or any other Loan Document that is not paid when
          due to
          Lender or any Affiliate thereof (whether at stated maturity, by acceleration
          or
          mandatory prepayment or otherwise), a rate per annum during the period
          from and
          including the due date to but excluding the date on which such amount is
          paid in
          full equal to the sum of (x) 5.00% per annum plus (y)(i)
          the
          related fixed or variable Interest Rate otherwise applicable to such Advance
          or
          other amount or (ii) if no such Interest Rate is otherwise applicable,
          LIBOR
plus the
          Applicable Margin in respect of Tranche A.

        


        “Prime
          Commercial
          Rate” shall mean the commercial lending rate of interest per annum as
          fixed from time to time by the management of Huntington and its successors,
          at
          its main office and designated as its “Prime Commercial Rate,” from time to time
          in effect, with each change in the such rate automatically and immediately
          changing the interest rate on all applicable Advances without notice to
          the
          Borrowers, subject to any maximum or minimum interest rate limitation specified
          by applicable law. Each Borrower hereby waives any right to claim that
          the Prime
          Commercial Rate is an interest rate other than that rate designated by
          Huntington as its “Prime Commercial Rate” on the grounds that: (i) such rate may
          or may not be published or otherwise made known to such Borrower or (ii)
          Huntington may make loans to certain borrowers at interest rates that are
          lower
          than its “Prime Commercial Rate.”

         

         

        
          
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        “REO
          Property” shall
          mean any real property, the title to which is held by Guarantor, any Borrower
          or
          one of its Affiliates, together with all buildings, fixtures and improvements
          thereon and all other rights, benefits and proceeds arising from and in
          connection with such property.

        


        “Required
          Payments”
shall have the meaning assigned thereto in Section 5(d).

        


        “Restricted
          Payment”
means (i) any dividend or other distribution, direct or indirect,
          on account of
          any shares of any class of Capital Stock or similar ownership interest
          of FCMC
          now or hereafter outstanding, (ii) any redemption, retirement, sinking
          fund or
          similar payment, purchase or other acquisition for value, direct or indirect,
          of
          any shares of any class of Capital Stock or interest of FCMC now or hereafter
          outstanding, (iii) any payment made (other than any cashless exercise of
          stock
          options in the Guarantor) to redeem, purchase, repurchase or retire, or
          to
          obtain the surrender of, any outstanding warrants, options or other rights
          to
          acquire shares of any class of Capital Stock or ownership interest of any
          Borrower or FCMC now or hereafter outstanding, and (iv) any payment or
          prepayment of principal, premium, if any, or interest, fees or other charges
          on
          or with respect to, and any redemption, purchase, retirement, defeasance,
          sinking fund or similar payment and any claim to rescission with respect
          to, any
          Subordinated Indebtedness.

        


        “Responsible
          Officer”
shall mean, as to any Person, the chief executive officer or, with
          respect to
          financial matters, the chief financial officer of such Person; provided, that
          in the
          event any such officer is unavailable at any time he or she is required
          to take
          any action hereunder, Responsible Officer shall mean any officer authorized
          to
          act on such officer’s behalf as demonstrated by a certificate of corporate
          resolution.

        


        “Security
          Agreement”
shall mean each Credit Agreement and the Security Agreement, dated
          as of
          December 28, 2007, and made by Borrowers in favor of Lender, as the same
          may be
          amended, supplemented or otherwise modified and in effect from time to
          time in
          accordance with the terms thereof.

        


        “Subordinated
          Indebtedness” shall mean any Indebtedness incurred by Guarantor, a
          Borrower or any Subsidiary, the payment of which is subject to a debt
          subordination agreement or other subordination provisions in favor of Lender,
          to
          the written satisfaction of Lender and the terms (including, without limitation,
          with respect to amount, maturity, amortization, interest rate, premiums,
          fees,
          covenants, subordination terms, events of default and remedies) of which
          are
          reasonably acceptable to Lender.

        


        “Subsidiary”
shall
          mean, with respect to any Person, any corporation, limited liability company,
          partnership or other entity of which at least a majority of the securities
          or
          other ownership interests having by the terms thereof ordinary voting power
          to
          elect a majority of the board of directors or other persons performing
          similar
          functions of such corporation, partnership, limited liability company or
          other
          entity (irrespective of whether or not at the time securities or other
          ownership
          interests of any other class or classes of such corporation, partnership
          or
          other entity shall have or might have voting power by reason of the happening
          of
          any contingency) is at the time directly or indirectly owned or controlled
          by
          such Person or one or more Subsidiaries of such Person or by such Person
          and one
          or more Subsidiaries of such Person.

         

         

        
          
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        “Termination
          Date”
shall mean, as applicable, the Tranche A Termination Date or the
          Tranche B
          Termination Date.

        


        “Tranche”
shall
          mean
          each of Tranche A, Tranche B-1, Tranche B-2, Tranche B-3, and Tranche
          B-4.

        


        “Tranche
          A” shall have
          the meaning assigned to that term in the recitals of this
          Agreement.

        


        “Tranche
          A Advance”
and “Tranche
          A
          Advances” shall have the meanings assigned to those terms in Section
          3(a).

        


        “Tranche
          A Commitment”
shall mean the commitment of Lender to make a Tranche A Advance
          in the aggregate
          amount of $400,000,000.

        


        “Tranche
          A Note” shall
          mean the amended and restated promissory note provided for Lender’s Tranche A
          Advance and any promissory note delivered in substitution or exchange therefor,
          in each case as the same shall be modified, supplemented, amended or restated
          and in effect from time to time in accordance with the terms of this
          Agreement.

        


        “Tranche
          A Termination
          Date” shall mean the Forbearance Date or such earlier date on which this
          Agreement shall terminate in accordance with the provisions hereof or by
          operation of law.

        


        “Tranche
          B” shall have
          the meaning assigned to that term in the recitals of this
          Agreement.

        


        “Tranche
          B Advance”
and “Tranche
          B
          Advances” shall have the meanings assigned to those terms in Section
          3(b).

        


        “Tranche
          B-1 Advance”,
“Tranche
          B-2
          Advance”, “Tranche
          B-3 Advance”,
          and “Tranche B-4
          Advance”, and the plural form of each such term, shall have the meanings
          assigned thereto in Section 3(b).

        


        “Tranche
          B Commitment”
shall mean the commitment of Lender to make a Tranche B Advance
          in the original
          aggregate amount of $91,133,187.

        


        “Tranche
          B Note” shall
          mean each of the amended and restated promissory notes provided for Lender’s
          Tranche B-1 Advance, Tranche B-2 Advance, Tranche B-3 Advance, and Tranche
          B-4
          Advance and any promissory note delivered in substitution or exchange therefor,
          in each case as the same shall be modified, supplemented, amended or restated
          and in effect from time to time in accordance with the terms of this
          Agreement.

        


        “Tranche
          B Termination
          Date” shall mean the Forbearance Date or such earlier date on which this
          Agreement shall terminate in accordance with the provisions hereof or by
          operation of law.

         

        “Uniform
          Commercial
          Code” shall mean the Uniform Commercial Code as in effect on the date
          hereof in the State of Ohio; provided, that
          if by
          reason of mandatory provisions of law, the perfection or the effect of
          perfection or non-perfection of the security interest in any Collateral
          is
          governed by the Uniform Commercial Code as in effect in a jurisdiction
          other
          than Ohio, 

         

         

        
          
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              12 of 41

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        “Uniform
          Commercial Code” shall mean the Uniform Commercial Code as in effect in such
          other jurisdiction for purposes of the provisions hereof relating to such
          perfection or effect of perfection or non-perfection.

        


        3.  Amended
          and Restated
          Advances.  Subject to the terms and conditions of this
          Agreement and in reliance on the representations, warranties and covenants
          of
          the Borrowers and Guarantor herein set forth, Lender hereby agrees to make
          the
          Advances described in this Section 3  and the Borrowers jointly and
          severally agree to repay such Advances as follows:

        


        (a)           Tranche
          A
          Advances.  Lender agrees, on the Forbearance Effective Date, to
          convert a portion of the outstanding principal amount of Lender’s Commercial
          Loans equal to Lender’s Tranche A Commitment into a term loan to the Borrowers
          (each amount so converted, a “Tranche A Advance” and, collectively, the “Tranche
          A Advances”).  Any portion of the Tranche A Advances that is
          subsequently repaid or prepaid may not be reborrowed.

        


        (b)           Tranche
          B
          Advances.  Lender agrees, on the Forbearance Effective Date, to
          convert a portion of the outstanding principal amount of Lender’s Commercial
          Loans equal to Lender’s Tranche B Commitment into four term loans to the
          Borrowers, each in an amount of $22,783,296.75 (each aggregate amount so
          converted, a “Tranche B Advance” and, collectively, the “Tranche B Advances”;
          and each such proportionate portion thereof a “Tranche B-1 Advance”, “Tranche
          B-2 Advance”, “Tranche B-3 Advance”, and “Tranche B-4 Advance” and,
          collectively, the “Tranche B-1 Advances”, “Tranche B-2 Advances”, “Tranche B-3
          Advances”, and “Tranche B-4 Advance”).  Any portion of the Tranche B
          Advances that is subsequently repaid or prepaid may not be
          reborrowed.

        


        (c)           [reserved]

        


                       
          (d)           [reserved]

        


        (e)  Notes.

        


        (i)           Lender’s
          Tranche A Advance, Tranche B-1 Advance, Tranche B-2 Advance, Tranche B-3
          Advance, and Tranche B-4 Advance, each shall be evidenced by a promissory
          note
          of the Borrowers, substantially in the form of Exhibit A, Exhibit B-1,
          Exhibit
          B-2, Exhibit B-3, and Exhibit B-4, respectively, in each case dated the
          Forbearance Effective Date and payable to Lender or its assigns in a principal
          amount equal to Lender’s Advance under the applicable Tranche.

        


        (ii)           The
          date, amount and Interest Rate applicable from time to time in respect
          of each
          Advance made by Lender to the Borrowers, and each payment made on account
          of the
          principal thereof or interest thereon, shall be recorded by Lender on its
          books
          and records.  Any such recordation or notation shall be conclusive and
          binding on the Borrowers, absent manifest error; provided, that
          the
          failure of Lender to make any such recordation or notation shall not affect
          the
          obligations of any Borrower to make payment when due of any amount owing
          hereunder or under such Note in respect of the applicable Advance or
          Advances.

         

         

        
          
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        4.  Inability
          to Determine
          Rates, Illegality.  Anything contained herein to the contrary
          notwithstanding, if, prior to or upon any determination of LIBOR:

        


        (a)           Lender
          determines, which determination shall be conclusive and binding upon the
          Borrowers, that quotations of interest rates for the relevant deposits
          referred
          to in the definition of “LIBOR” are not being provided in the relevant amounts
          or for the relevant maturities for purposes of determining rates of interest
          for
          LIBOR Advances as provided herein; or

         

        (b)           Lender
          determines, which determination shall be conclusive and binding upon the
          Borrowers, that LIBOR is not likely to adequately cover the cost to Lender
          of
          making or maintaining the relevant LIBOR Advances; or

         

        (c)           Lender
          notifies Guarantor that it has become unlawful for Lender to honor its
          obligations to make or maintain LIBOR Advances hereunder;

         

        then
          Lender shall give Guarantor notice thereof and, so long as such condition
          remains in effect, all Advances of Lender shall bear interest at a rate
          per
          annum equal to the Prime Commercial Rate, plus the Applicable Margin, minus
          two
          percent (2%) per annum.

        


        5.  Payments
          of Interest and
          Principal on the Advances.

        


        (a)           Interest
          on the
          Advances.

         

        (i)
          The
          Borrowers shall pay to Lender interest on the aggregate outstanding principal
          amount of the Advances of each Tranche for the period from and including
          the
          respective dates of such Advances to but excluding the respective dates
          such
          Advances are paid in full, in each case at a rate per annum equal to the
          applicable Interest Rate.  Notwithstanding the foregoing, the
          Borrowers shall pay to Lender interest at the applicable Post-Default Rate
          (i)
          on the outstanding principal amount of any Advances during any period when
          any
          Forbearance Default has occurred and is continuing and (ii) on any interest
          or
          amount (other than principal of any Advance) payable by the Borrowers hereunder
          or under any applicable Note that shall not be paid in full when due, for
          the
          period from and including the due date thereof to but excluding the date
          the
          same is paid in full.  Accrued and unpaid interest on each Advance
          shall be payable monthly on each Payment Date and on the Tranche A Termination
          Date, or Tranche B Termination Date, as applicable, except that interest
          payable
          at the applicable Post-Default Rate shall accrue daily and shall be payable
          promptly upon demand.

        


        (ii)  [Reserved]
          .

        


        (b)           Scheduled
          Principal Payments
          in Respect of Tranche A Advances and Tranche B Advances,Principal
          Payments.  On each Payment Date in respect of the Tranche A
          Advances and the Tranche B Advances, the Borrowers shall pay to Lender,
          the
          Minimum Tranche A Payment Amount and the Minimum Tranche B Payment Amount,
          as
          applicable, for such Payment Date.

         

         

        
          
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        (c)           Payment
          Date
          Reports.  No later than two business days prior to each Payment
          Date, Lender shall provide to Guarantor a report stating (i) the amount
          of
          interest due for the current Interest Period pursuant to Section 5(a),
          separately stated for the applicable Tranche A Advances, and the Tranche
          B
          Advances, (ii) the Minimum Tranche A Payment Amount and the Minimum Tranche
          B
          Payment Amount for such Payment Date, and (iii) if such Payment Date occurs
          on a
          Termination Date, the aggregate outstanding principal amount of the Tranche
          A
          Advances, and Tranche B Advances, as applicable; provided, that
          the
          failure of Lender to make any such report shall not affect the obligations
          of
          the Borrowers to make payment when due of any amount owing hereunder or
          under
          any Note in respect of the related Advances.

         

        (d)           Collateral
          Collection.  Without in any way limiting the obligations of the
          Borrowers to make the payments of principal and interest that are required
          to be
          made in respect of the Advances pursuant to Sections 5(a) and 5(b) (with
          respect
          to any Payment Date, the “Required Payments”),
          the Borrowers hereby authorize and direct Lender, on each Payment Date,
          to apply
          all Collections received from and after the immediately preceding Payment
          Date
          (or, in the case of the first Payment Date, from and after the Forbearance
          Effective Date) to but excluding such Payment Date (the aggregate amount
          of such
          Collections being the “Applicable Collections
          Amount” in respect of such Payment Date) in the following order of
          priority:

         

        first,
          to the payment
          of interest on the Tranche A Advances as calculated for such Payment
          Date;

         

        second,
          to the
          payment of interest on the Tranche B Advances as calculated for such Payment
          Date ;

         

        third,
          to pay the
          Minimum Tranche A Payment Amount for such Payment Date

         

        fourth,
          to pay the
          Minimum Tranche B Payment Amount for such Payment Date;

         

        fifth,
          to prepay the
          outstanding principal amount of the Tranche A Advances until the same are
          paid
          in full, with such prepayments being applied in the inverse order of maturity
          to
          the remaining Minimum Tranche A Payment Amounts;

         

        sixth,
          to prepay the
          outstanding principal amount of the Tranche B Advances until the same are
          paid
          in full, with such prepayments being applied in the order set forth in
          the
          definition of Minimum Tranche B Payment Amounts;

         

        seventh,
          to repay any
          Obligations under any Interest Rate Hedge Agreement to Lender in
          full;

         

        eighth,
          to pay any
          unpaid BOS Loans,

         

        ninth,
          to pay
          Franklin Advances until paid in full and then to Guarantor for the benefit
          of
          the Borrowers.

         

        (e)           Mandatory
          Prepayments.  Within two (2) business days after receipt of the
          Net Proceeds following any Mandatory Prepayment Event, the Borrowers shall
          prepay the 

         

         

        
          
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        Advances
          in an aggregate amount equal to the Net Proceeds of such Mandatory Prepayment
          Event, any such prepayment to be applied in the same manner as set forth
          in
          Section 5 (d).

        


        (f)           Computations.  Interest
          on the Advances shall be computed on the basis of a 360-day year for the
          actual
          days elapsed (including the first day but excluding the last day) occurring
          in
          the period for which payable.

        


        6.  [Reserved].

        


        7.  Conditions
          Precedent.  The obligations of Lender to make the Tranche A
          Advances, and the Tranche B Advances are subject to the satisfaction,
          immediately prior to or concurrently with, the making of such Advances
          of the
          following conditions precedent, each of which shall be in form and substance
          satisfactory to Lender and its counsel:

        


        (1)  Lender
          shall have received this Agreement, executed and delivered by a duly authorized
          officer of each Borrower and Guarantor;

         

        (2)  Lender
          shall have received the following documents, each of which shall be satisfactory
          to Lender in form and substance:

         

        (i)   
          Lender’s Notes, duly completed, executed and delivered;

         

        (ii)  
          The FCMC Guaranty, duly executed and delivered by Guarantor;

         

        (iii)  The
          Security Agreement, duly executed and delivered by each Borrower and/or
          joinder
          by any Borrower not already a party to the Security Agreement;

         

        (iv)  Guarantor
          and each Borrower shall have released all claims against Lender and participants
          under any Credit Agreement (and if requested by any participant a separate
          release in form satisfactory to such participant); and

         

        (v)  Execution
          of the Franklin Forbearance Agreement and any loan document related
          thereto.

         

        (3)           Lender
          shall have received an incumbency certificate of each Borrower and Guarantor
          and
          evidence of all corporate or other authority for each Borrower and Guarantor
          with respect to the execution, delivery and performance of the Loan Documents
          executed in connection with this Agreement;

         

        (4)           Lender
          shall have received one or more legal opinions of counsel to the Borrowers
          and
          Guarantor, in form satisfactory to Lender;

         

        (5)           Any
          documents (including, without limitation, financing statements) required
          to be
          filed, registered or recorded in order to create a first priority Lien,
          in favor
          of Lender shall have been properly prepared;

         

        (6)           Lender
          shall have received all fees and expenses required to be paid by the Borrowers
          on or prior to the Forbearance Effective Date;

         

         

        
          
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        (7)           [reserved];

         

        (8)           [reserved];

         

        (9)           [reserved];

         

        (10)         [reserved];

         

        (11)         [reserved];

         

        (12)          Lender
          shall have received such other documents as Lender or its counsel may reasonably
          request.

         

        8.     
          Amendments
          to Credit
          Agreements.  Section 2.1 of the Tribeca Master Agreement,
          entitled “The
          Commitment,” and Section 2.1 of the Tribeca Warehousing Agreement,
          entitled “The
          Commitment,” are each hereby amended to delete any commitment or other
          obligation of Lender to make any further “Subsidiary Loans” (as defined in the
          Tribeca Master Agreement), or “Advances” (as defined in the Tribeca Warehousing
          Agreement) on and after the Forbearance Effective Date.  In addition
          Section 8.2 (c)(iv) of the Tribeca Master Agreement is hereby amended to
          delete
          the second and third sentences of such section.

        


        9.  Representations
          and
          Warranties.  To induce Lender to enter into this Agreement,
          Guarantor and each Borrower represents and warrants to Lender as
          follows:

        


        (a)           Organization.  Each
          Borrower and Guarantor is a corporation duly organized, validly existing
          and in
          good standing under the laws of the state of its incorporation, except
          where the
          failure to be in good standing shall not cause a Material Adverse
          Effect.

        


        (b)          
          Authority.  Each
          Borrower and Guarantor has full corporate power and authority to execute,
          deliver and perform this Agreement and has taken all corporate action required
          by law, its articles of incorporation and bylaws to authorize the execution
          and
          delivery of this Agreement.

        


        (c)           Consent
          and
          Approvals.  No consent or approval of any party is required in
          connection with the execution and delivery of this Agreement by any Borrower
          or
          Guarantor, and the execution and delivery of this Agreement does not (i)
          contravene or result in a breach or default under any certificate or articles
          of
          incorporation, code of regulations or bylaws or any other agreement or
          instrument to which any Borrower or Guarantor is a party or by which any
          of such
          Person’s respective properties are bound, or (ii) violate any law, rule,
          regulation, order, writ, judgment, injunction, decree, determination or
          award
          applicable to any Borrower or Guarantor.

        


        (d)           Completeness
          of
          Collateral.  The Collateral constitutes all of the assets and
          property, real and personal, tangible and intangible, owned by each Borrower
          and
          Guarantor or used or held for use in connection with the business of each
          such
          Person.

         

         

        
          
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        (e)           Other
          Indebtedness.  Other than as set forth in Schedule
          9(e) hereto
          and in respect of Indebtedness owing to Lender, each Borrower and Guarantor
          is
          in full compliance with the terms of each lending agreement in respect
          of
          Indebtedness.

        


        (f)           Representations
          True and
          Correct.  All representations and warranties contained in this
          Agreement, including but not limited to the recitals herein, and in each
          Credit
          Agreement and each other Loan Document are true and correct as of the date
          of
          this Agreement, and all such representations and warranties shall survive
          the
          execution of this Agreement.  The Loan Documents represent
          unconditional, absolute and valid obligations against each Borrower and
          Guarantor and are enforceable in accordance with the terms
          thereof.  Neither any Borrower nor Guarantor has any claims or
          defenses against Lender, any Affiliate thereof, any participant in any
          Commercial Loan or any other person or entity which would or might affect
          (i)
          the enforceability of any provisions of any documents or (ii) the collectibility
          of sums advanced by Lender in connection with any Obligations subject to
          this
          Agreement.  Each Borrower and Guarantor understands and acknowledges
          that Lender is entering into this Agreement in reliance upon, and in partial
          consideration for, this acknowledgment and representation, and agree that
          such
          reliance is reasonable and appropriate.

        


        (g)           Representations
          and
          Warranties. Guarantor and each Borrower hereby represent and warrant to
          Lender that (i) other than the Acknowledged Defaults, no present uncured
          defaults or breaches exist under any Loan Document; and (ii) after giving
          effect
          to this Agreement, no event or condition exists which but for the giving
          of
          notice or passage of time (or both) would constitute a Default or Event
          of
          Default under any Credit Agreement or any Loan Document;  and (iii)
          this Agreement has been duly executed and delivered by Guarantor and each
          Borrower, and this Agreement, each Credit Agreements as amended hereby
          and each
          other Loan Document constitutes the legal, valid and binding obligation
          of
          Guarantor and each Borrower, enforceable against Guarantor and such Borrower
          in
          accordance with the terms hereof or thereto.

        


        (h)           Financial
          Statement.  The consolidated balance sheet of Guarantor and its
          Subsidiaries as of June 30, 2007, and the related statements
          of  income and cashflows for such fiscal period, previously furnished
          to Lender, fairly present the financial condition of Guarantor and its
          Subsidiaries as of that date and the results of its operations for that
          fiscal
          period.  Guarantor and its Subsidiaries had, on that date, no known
          liabilities, direct or indirect, fixed or contingent, matured or unmatured,
          or
          liabilities for taxes, long-term leases or unusual forward or long-term
          commitments not disclosed by, or reserved against in, said balance sheet
          and
          related statements, except for Lender’s extensions of credit to Guarantor and
          its Subsidiaries.

        


        (i)           Solvency.  As
          of the date hereof and taking into account the forgiveness of Indebtedness
          set
          forth in the Franklin Forbearance Agreement and immediately after giving
          effect
          to each Advance and the application of the proceeds thereof by the Borrowers,
          the fair value of the consolidated tangible assets of Guarantor is greater
          than
          the fair value of its consolidated liabilities (including, without limitation,
          contingent liabilities if and to the extent required to be recorded as
          a
          liability on the financial statements of Guarantor and the Borrowers in
          accordance with GAAP) and Guarantor and its consolidated Subsidiaries are
          and
          will be solvent, are and will be able to pay its debts as 

         

         

        
          
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        they
          mature and do not and will not have an unreasonably small capital to engage
          in
          the business in which they are engaged and propose to engage.  None of
          Guarantor or any Borrower intends to incur, or believes that it has incurred,
          debt beyond its ability to pay such debts as they mature.  None of
          Guarantor or any Borrower is contemplating the commencement of insolvency,
          bankruptcy, liquidation or consolidation proceedings or the appointment
          of a
          receiver, liquidator, conservator, trustee or similar official in respect
          of
          such Person or any of its assets.  None of Guarantor or Borrower is
          pledging or transferring any Assets with any intent to hinder, delay or
          defraud
          any of its creditors.

        


        10.  Financial
          Statements.  Guarantor and each Borrower shall deliver to
          Lender:

        


        (a)           (i)
          as soon as available and in any event within 45 days after the end of each
          of
          the first three quarterly fiscal periods of each fiscal year of Guarantor,
          the
          consolidated balance sheets of Guarantor and its consolidated Subsidiaries
          as at
          the end of such period and the related unaudited consolidated statements
          of
          income and retained earnings and of cash flows for Guarantor and its
          consolidated Subsidiaries for such period and the portion of the fiscal
          year
          through the end of such period, setting forth in each case in comparative
          form
          the figures for the previous year and accompanied by a certificate of the
          chief
          financial officer of Guarantor, which certificate shall state that said
          consolidated financial statements fairly present the consolidated financial
          condition and results of operations of Guarantor and its Subsidiaries in
          accordance with GAAP, consistently applied, as at the end of, and for,
          such
          period (subject to normal year-end audit adjustments), and (ii) as soon
          as
          available and in any event within 30 days after the end of each quarterly
          fiscal
          period a budget of cash expenditures for each prospective three (3) month
          period, including budget to actual variances for such period;

         

        (b)           as
          soon as available and in any event within 90 days after the end of each
          fiscal
          year of Guarantor, the audited, consolidated balance sheets of Guarantor
          and its
          consolidated Subsidiaries as at the end of such fiscal year and the related
          consolidated statements of income and retained earnings and of cash flows
          for
          Guarantor and its consolidated Subsidiaries for such year, setting forth
          in each
          case in comparative form the figures for the previous year, accompanied
          by a
          certificate of the chief financial officer of Guarantor, which certificate
          shall
          state that said consolidated financial statements fairly present the
          consolidated financial condition and results of operations of Guarantor
          and its
          consolidated Subsidiaries at the end of, and for, such fiscal year in accordance
          with GAAP, consistently applied, and a certificate of such chief financial
          officer stating that, in making the examination necessary for his or her
          certification, such chief financial officer obtained no knowledge, except
          as
          specifically stated, of any Forbearance Default;

         

        (c)(i)
          as
          soon as available and in any event within 30 days after the end of each
          monthly
          fiscal period of each fiscal year of Guarantor, the consolidated balance
          sheets
          of Guarantor and its consolidated Subsidiaries as at the end of such period and
          the related unaudited consolidated statements of income and retained earnings
          and of cash flows for Guarantor and its consolidated Subsidiaries for such
          period and the portion of the fiscal year through the end of such period,
          (ii)
          as soon as available and in any event within 20 days after the end of each
          monthly fiscal period of each fiscal year of Guarantor, a thirteen (13)
          consecutive week cash flow statement, and (iii), setting forth in each
          case in
          comparative form the figures for the previous year, accompanied by a certificate
          of the 

         

         

        
          
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        chief
          financial officer of Guarantor, which certificate shall state that said
          consolidated financial statements fairly present the consolidated financial
          condition and results of operations of Guarantor and its Subsidiaries in
          accordance with GAAP, consistently applied, as at the end of, and for,
          such
          period (subject to normal year-end audit adjustments);

         

        (d)           from
          time to time such other information regarding the financial condition,
          operations, or business of Guarantor and each Borrower as Lender may
          request;

         

        


        (e)           Guarantor
          and each Borrower shall furnish to Lender, at the time Guarantor furnishes
          each
          set of financial statements pursuant to paragraphs (a),(b) and (c) above,
          a
          certificate of the chief financial officer of Guarantor to the effect that,
          to
          the best of such officer’s knowledge, Guarantor and the Borrowers, as
          applicable, during such fiscal period or year have observed or performed
          all of
          its covenants and other agreements, and satisfied every condition, contained
          in
          this Agreement and the other Loan Documents to be observed, performed or
          satisfied by it, and that such officer has obtained no knowledge of any
          Default,
          Event of Default or Forbearance Default except as specified in such certificate
          (and, if any Default, Event of Default or Forbearance Default has occurred
          and
          is continuing, describing the same in reasonable detail and describing
          the
          action Guarantor or such Borrower, as applicable, has taken or proposes
          to take
          with respect thereto); and

        


        (f)  
          notice of any event or notice from any Governmental Authority, which is
          reasonably likely to have or result in a Material Adverse Effect.

        


        11.   Certain
          Post-Closing
          Deliverables.

        


        (a)  Within
          30 days after the Forbearance Effective Date, Guarantor and each Borrower
          will
          use their best efforts to cause each of the banks where any deposit account
          is
          maintained to enter into and deliver to Lender a fully executed control
          agreement in form satisfactory to Lender and the deposit account bank for
          each
          deposit account of Guarantor or any Borrower, and if Guarantor and each
          Borrower
          fail to so deliver such control agreements within such time frame, each
          such
          Person shall close such deposit accounts and establish replacement accounts
          at
          Lender.

         

        (b)  Within
          30 days after the Forbearance Effective Date, Guarantor will deliver to
          Lender a
          proposed cash budget for the period commencing on the Forbearance Effective
          Date
          and ending March 31, 2008.

         

        (c)  Within
          60 days after the Forbearance Effective Date, Guarantor will deliver to
          Lender
          (i) a detailed written report describing Guarantor’s and the Borrowers’
servicing strategies in accordance with Accepted Servicing Practices, including
          specific identifiable compensation and incentives for each employee of
          Guarantor
          or Borrowers in or to be engaged in servicing, employment or other agreements,
          as applicable, and such other information with respect thereto as Lender
          may
          request, all in form and substance satisfactory to Lender, (ii) detailed
          written
          collection policies with respect to Mortgage Loans, all in form and substance
          satisfactory to Lender, (iii) any revisions to existing policies, practices,
          principles and servicing standards for the servicing of the Mortgage


         

         

        
          
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              20
              of 41

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Loans
          and
          (iv) any agreements reasonably required by Lender with respect to back-up
          servicing.

         

        (d)  At
          all times after the date which is 45 days after the Forbearance Effective
          Date,
          Guarantor shall use its best efforts at all times to maintain in effect
          one or
          more Interest Rate Hedge Agreements with respect to the Advances, in an
          aggregate notional principal amount of not less than $400,000,000, which
          agreements shall have the effect of establishing a maximum interest rate
          to be
          agreed by Guarantor and Lender with respect to such notional principal
          amount,
          each such agreement to be in form and substance satisfactory to Lender
          and with
          a term to be agreed by Guarantor and Lender.

        


        (e)  Within
          90 days after the Forbearance Effective Date, each Borrower shall transfer
          all
          REO Properties to a designated Borrower or other Subsidiary satisfactory
          to
          Lender and shall provide to Lender a first and exclusive Lien on the stock
          of
          such Subsidiary, and a negative pledge on all of the assets of such Subsidiary;
          provided, however, to the extent any such transfer would require the payment
          of
          any material transfer tax or similar tax, such Borrower and Lender may
          make
          other arrangements satisfactory to Lender.

        


        (f)  
          No later than January 31, 2008, FCMC shall deliver to Lender its financial
          statements for the fiscal quarter and year-to-date period ending September
          30,
          2007.

        


        (g)  Within
          45 days after the Forbearance Effective Date, Guarantor shall have deposited
          with Lender a copy of each software program in which Guarantor has an interest
          and any data which are necessary to conduct all loan servicing activities
          of
          Guarantor, except to the extent Guarantor is prohibited by any effective
          license
          agreement from so depositing a copy.  Further if Guarantor is
          prohibited by any license agreement from so depositing a copy, within 45
          days
          after the Forbearance Effective Date, Guarantor shall use its best efforts
          to
          secure a licensor consent to the pledge of such software in form satisfactory
          to
          Lender.

        


        12.  Covenants.

        


        (a)           Maintenance
          of
          Liquidity.  Guarantor and each Borrower on a consolidated basis
          shall insure that, as of the end of each calendar month, they have cash
          equivalents pledged to Lender in an amount of not less than
          $5,000,000.

         

        (b)           Minimum
          Net
          Worth.  Guarantor and its Subsidiaries shall at all times
          maintain a consolidated Net Worth of at least $5,000,000, plus a percentage
          to
          be agreed upon between Lender and Guarantor of the proceeds of the issuance
          of
          Capital Stock or other securities issued after the Forbearance Effective
          Date.

         

        (c)           Servicing.  As
          of the Forbearance Effective Date, each Borrower and Lender hereby revocably
          appoint and reaffirm FCMC as servicer, and FCMC hereby reaffirms its acceptance
          of such appointment, to act for the benefit of the Borrowers and Lender
          as
          initial servicer of the Mortgage Loans and the REO Properties pledged to
          Lender;
          provided, however, Lender reserves the right to terminate FCMC’s servicing of
          the Mortgage Loans and REO Properties (i) upon prior written notice to
          FCMC
          during the 

         

         

         

        
          
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        occurrence
          and continuance of a Forbearance Default or (ii) if Lender provides prior
          written notice to FCMC, that Lender has determined, in its sole discretion,
          that
          FCMC is not serving the Loans in accordance with Accepted Servicing
          Practices.  FCMC shall service the Mortgage Loans and the REO
          Properties pledged to Lender pursuant to the terms of this Agreement, the
          Credit
          Agreements and in accordance with Accepted Servicing
          Practices.  Neither Guarantor nor any Borrower shall permit any Person
          other than the FCMC to service any Mortgage Loans or REO Properties (other
          than
          a sub-servicer satisfactory to Lender) in accordance with Accepted Servicing
          Practices, without the prior written consent of the Lender.

         

        (d)           Interest
          Coverage
          Ratios.  Until such time as all Tranche A Advances and Tranche
          B Advances are indefeasibly paid in full, Guarantor and each Subsidiary,
          on a
          consolidated basis, shall maintain for each monthly period (i) a ratio
          of  Adjusted EBITDA to Adjusted Interest Expense of not less than 1.25
          to 1.00, and (ii) a ratio of Adjusted EBITDA to Interest Expense of not
          less
          than 1.10 to 1.00, with each such ratio being determined as of the end
          of each
          monthly fiscal period for the monthly fiscal period then
          ended.  “AdjustedEBITDA”
shall
          mean
          for any period EBITDA, plus any
          non-cash
          expense or charge for loan loss reserve.  “EBITDA”
shall
          mean
          for any period, the sum of the amounts for such period of (i) the consolidated
          net income (or loss) after taxes taken as a single accounting period, (ii)
          Interest Expense, (iii) all federal, state, and local income taxes of such
          Person (whether paid or deferred)and (iv) depreciation and amortization
          expense
          which were deducted in determining consolidated net income for such period,
          with
          each component determined in conformity with GAAP.  “Adjusted
          InterestExpense”
shall
          mean
          for any period Interest Expense, other than any such Interest Expense in
          respect
          of Tranche B Advances.  “InterestExpense”
shall
          mean
          for any period total interest expense (other than “PIK Interest” as defined in
          the Franklin Forbearance Agreement), whether paid or accrued or due and
          payable
          (including without limitation in respect of all Advances and any Subordinated
          Indebtedness), plus the interest component of capital lease obligations
          for such
          period, plus all bank fees (other than the “Restructuring Fee” as defined in the
          Franklin Forbearance Agreement), plus net costs under Interest Rate Hedge
          Agreements.

        


        (e)           Fundamental
          Change.   Neither Guarantor nor any Borrower shall enter
          into any transaction of merger or consolidation or amalgamation (provided
          that
          any Borrower, upon 10 days prior notice to Lender and upon such terms or
          conditions which Lender may reasonably require, may merge into another
          Borrower)
          or liquidate, wind up or dissolve itself (or suffer any liquidation, winding
          up
          or dissolution) or sell all or substantially all of its assets other than
          in
          connection with a sale of assets, the proceeds of which shall be used to
          repay
          in full all Advances, other amounts due under this Agreement and other
          amounts
          then due and payable hereunder. Neither Guarantor nor any Borrower shall
          enter
          into any material change in its capital structure or any change that Lender
          or a
          third party firm of nationally recognized independent public accountants
          with
          national expertise determines could cause a consolidation of assets of
          FCMC with
          any other Person under FIN 46, without the prior written consent of Lender,
          which consent will not be withheld unreasonably.

         

         

        
          
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        (f)           Operating
          Expenses.  No Advance under this Agreement and no Collections
          shall be used by Guarantor and its Subsidiaries to pay any operating expenses
          of
          such Persons in excess of the amount of Approved Expenses.

        


        (g)           Conduct
          of
          Business.  Neither Guarantor nor any Borrower shall (i)
          originate or acquire any Mortgage Loans or other assets, (ii) perform due
          diligence, servicing, broker loans or participate in off-balance sheet
          joint
          ventures and special purpose vehicles (not involving the incurrence of
          any
          Indebtedness), in each instance without the prior written consent of Lender,
          which consent shall not be withheld unreasonably.  Guarantor and each
          Borrower shall limit its activities to such activities as are incident
          to and
          necessary or convenient to accomplish the following purposes: (i) to acquire,
          own, hold, pledge, finance or otherwise deal with only mortgage loans similar
          to
          the Mortgage Loans, and only real estate similar to the REO Properties,
          in each
          case, as are to be pledged to Lender pursuant to this Agreement and (ii) to
          sell, securitize or otherwise liquidate all or any portion of such assets
          in
          accordance with the provisions of this Agreement.

        


        (h)           Interest
          Rate Hedge
          Agreement. At all times after the date which is 45 days after the
          Forbearance Effective Date, the Borrowers and Guarantor shall at all times
          use
          their best efforts to maintain in effect one or more Interest Rate Hedge
          Agreements with respect to the Advances, in an aggregate notional principal
          amount of not less than $400,000,000, which Interest Rate Hedge Agreements
          shall
          have the effect of establishing a maximum interest rate to be agreed by
          Lender
          and Guarantor with respect to such notional principal amount, each such
          Interest
          Rate Hedge Agreement to be in form and substance satisfactory to the Lender
          and
          with a term to be agreed by Lender and Guarantor.

        


        (i)           Restricted
          Payments.  No Guarantor or Borrower shall make or declare any
          Restricted Payment; provided that any Borrower may make a Restricted Payment
          to
          Guarantor, without the prior written consent of Lender, which consent shall
          not
          be withheld unreasonably.

        


        (j)           Limitation
          on
          Liens.  Neither the Company nor any Borrower shall, nor will it
          permit or allow others to, create, incur or permit to exist any Lien, security
          interest or claim on or to any of its Property, except for (i) Liens (not
          otherwise permitted hereunder) that are created in connection with the
          purchase
          of fixed assets and equipment necessary in the ordinary course of such
          Borrower’s business, subject to the provisions of the Loan Documents (ii) Liens
          on the Collateral created pursuant to any Loan Document and (iii) Liens
          under
          the BOS Agreements.

        


        (k)           REO
          Properties.  Within 30 days after Lender’s request therefor at
          any time, Guarantor, the applicable Borrower or such other Subsidiary having
          any
          REO Property (other than REO Property owned by the BOS Borrower in connection
          with the BOS Agreement) shall grant to Lender a first Lien Mortgage on
          such
          Person’s REO Properties to secure the Advances pursuant to Loan Documents and
          other closing documents as are satisfactory to Lender; provided, however,
          to the
          extent any such transfer would require the payment of any material transfer
          tax
          or similar tax, such Borrower and Lender may make other arrangements
          satisfactory to Lender.  In addition, at all times after the
          Forbearance Effective Date, upon any acquisition of each REO Property,
          each
          Borrower shall transfer 

         

         

        
          
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        all
          REO
          Properties to a designated Borrower or other Subsidiary satisfactory to
          Lender
          and shall provide to Lender a first and exclusive Lien on the stock of
          such
          Subsidiary, and a negative pledge on all of the assets of such Subsidiary;
          provided, however, to the extent any such transfer would require the payment
          of
          any material transfer tax or similar tax, such Borrower and Lender may
          make
          other arrangements satisfactory to Lender.

        


        (l)           Lock
          Box; Control
          Accounts.

        


        (i)           Guarantor
          and each Borrowers shall maintain its existing lock box with Lender (the
“Lock Box”) or,
          at
          Lender’s discretion, blocked accounts (“Blocked Accounts”) at
          deposit banks satisfactory to Lender, and Guarantor and each Borrower shall
          (i)
          request in writing and otherwise take such reasonable steps to ensure that
          all
          obligors under each Mortgage Loan forward all payments in respect of the
          related
          Mortgage Loans directly to the Lock Box, (ii) irrevocably instruct the bank
          which maintains the Lock Box to transfer to the cash collection account
          at
          Lender, on each Business Day, cleared funds in respect of all cash, checks,
          drafts or other similar items of payment so received in the Lock Box and
          (iii) deposit promptly, and in any event no later than the first Business
          Day after the date of receipt thereof, any cash, checks, drafts or other
          similar
          items of payment relating to or constituting payments made in respect of
          any and
          all Collateral that are received directly by such Guarantor Borrower
          (notwithstanding the requirements of clause (i) above) into one or more
          Blocked
          Accounts in such Borrower’s or Guarantor’s name and at Lender.

        


        (ii)           On
          or before the Forbearance Effective Date (or such later date as Lender
          shall
          consent to), each of Guarantor and Borrowers shall cause each of the banks
          where
          any deposit account is maintained to enter into tri-party blocked account
          agreements with Lender and the applicable Borrower, in form and substance
          acceptable to Lender.  Neither Guarantor nor any Borrower shall
          accumulate or maintain cash in any deposit accounts or payroll accounts
          as of
          any date of determination in excess of checks outstanding against such
          accounts
          as of that date and amounts necessary to meet minimum balance
          requirements.

        


        (iii)           The
          Lock Box, Blocked Accounts and any other deposit accounts shall be cash
          collateral accounts, with all cash, checks and other similar items of payment
          in
          such accounts securing payment of the Advances and all other Obligations,
          and in
          which each of Guarantor or Borrower shall have granted a Lien to Lender,
          pursuant to the Security Agreement or applicable Credit Agreement.

        


        (m)  Licenses.  Guarantor
          and the Borrowers shall maintain and comply in all material respects with
          all
          governmental licenses and authorizations to hold and service Mortgage Loans
          and
          REO Properties, and at Lender’s request at any time, Guarantor and the
          Borrowers  shall provide to Lender an officer’s certificates signed by
          Responsible Officers of the Borrowers and the Guarantor certifying as to
          the
          truth and accuracy of the foregoing, which certificates shall specifically
          include a statement that FCMC and the Borrowers are in compliance with
          all
          material governmental licenses and authorizations.

        


        (n)  Transactions
          with
          Affiliates.  Neither Guarantor nor any Borrower shall enter


         

         

        
          
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        into
          any
          transaction, including, without limitation, any purchase, sale, lease or
          exchange of property or the rendering of any service, with any Affiliate
          unless
          such transaction is (a) otherwise permitted under this Agreement, (b) in
          the
          ordinary course of Guarantor’s or such Borrower’s business and (c) upon fair and
          reasonable terms no less favorable to Guarantor or such Borrower than it
          would
          obtain in a comparable arm’s length transaction with a Person that is not an
          Affiliate, or make a payment that is not otherwise permitted by this
          Section.

        


        (o)  [Reserved].

        


        (p)  Limitation
          on
          Indebtedness.  Neither Guarantor nor any Borrower shall incur
          any liabilities for Indebtedness (other than the Advances, Subordinated
          Indebtedness and intercompany Indebtedness between Guarantor and Tribeca)
          or
          otherwise other than for trade accounts payable (other than for borrowed
          money)
          arising, and accrued expenses incurred, in the ordinary course of business
          so
          long as such trade accounts payable are payable within 90 days of the date
          the
          respective goods are delivered or the respective services are
          rendered.  

        


        (q)  Limitation
          on Sale of
          Assets.  Neither Guarantor nor any Borrower shall convey, sell,
          lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all
          or
          any material portion of its property, business or assets (including, without
          limitation, receivables and leasehold interests) whether now owned or hereafter
          acquired or allow any Subsidiary to Transfer any material portion or all
          of its
          assets to any Person other than a “putback” to sellers of Mortgages Loans, the
          proceeds of which are used to repay Advances to Lender or BOS Loans, as
          applicable.

        


        (r)  Maintenance
          of Property;
          Insurance.  Guarantor and each Borrower shall keep all property
          useful and necessary in its business in good working order and
          condition.  FCMC shall maintain errors and omissions insurance and
          blanket bond coverage usually maintained by entities engaged in the same
          or
          similar business similarly situated in such amounts as are in effect on
          the
          Forbearance Effective Date (as disclosed to Lender in writing) and shall
          not
          reduce such coverage without the written consent of Lender, and shall maintain
          such other insurance with financially sound and reputable insurance companies,
          and with respect to property and risks of a character usually maintained
          by
          entities engaged in the same or similar business similarly situated, against
          loss, damage and liability of the kinds and in the amounts customarily
          maintained by such entities.

        


        (s)  Collateral
          Determined to be
          Defective.  Upon discovery by Guarantor, any Borrower or Lender
          of any breach of any material representation or warranty by a seller of
          Mortgage
          Loans constituting Collateral, the party discovering such breach shall
          promptly
          give notice of such discovery to the others.

        


        13.          
          Periodic
          Due Diligence
          Review.  Guarantor and each Borrower acknowledges that Lender
          and each of Lender’s participants in any Advance has the right to perform
          continuing due diligence reviews with respect to the Collateral and the
          business
          of Guarantor and each Borrower, for purposes of verifying compliance with
          the
          representations, warranties and specifications made hereunder, or otherwise,
          and
          Guarantor and each Borrower agrees that upon reasonable (but no less than
          one
          (1) Business Day) prior notice to Guarantor (unless Forbearance Default
          shall
          have

         

         

        
          
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         occurred,
          in which case prior notice shall not be required), Lender or its authorized
          representatives will be permitted during normal business hours to examine,
          inspect, make copies (including electronic copies) of, and make extracts
          of, the
          mortgage files, portfolio information, management databases, portfolio
          databases, internal management reports and any and all documents, records,
          agreements, instruments or information relating to any such information
          in the
          possession, or under the control, of Guarantor, such Borrower or any custodian.
          Guarantor and each Borrower also shall make available to Lender a knowledgeable
          financial or accounting officer for the purpose of answering questions
          respecting the mortgage files, any servicing files and any other document
          or
          information relating thereto and the Mortgage Loans, REO Properties and
          any
          other Collateral pledged hereunder. Without limiting the generality of
          the
          foregoing, Guarantor and each Borrower acknowledge that Lender, at its
          option,
          has the right, at any time to conduct a partial or complete due diligence
          review
          on some or all of the Collateral, including, without limitation, ordering
          new
          credit reports, new appraisals on any related mortgaged properties and
          otherwise
          re-generating the information used to originate any Mortgage Loan, any
          information or databases in Guarantor’s or any Borrower’s
          possession.  Guarantor and each Borrower agree to cooperate with
          Lender and any third party underwriter in connection with such underwriting,
          including, but not limited to, providing Lender and any third party underwriter
          with access to any and all documents, records, agreements, instruments
          or
          information relating to such assets in the possession, or under the control,
          of
          Guarantor or such Borrower. In addition, Lender has the right to perform
          continuing due diligence reviews of Guarantor, each Borrower and their
          respective Affiliates, Subsidiaries, directors, officers, employees and
          significant shareholders. Guarantor, each Borrower and Lender further agree
          that
          all out-of-pocket costs and expenses incurred by Lender in connection with
          Lender’s activities pursuant to this Section shall be paid for by Guarantor or
          such Borrower.

        


        14.  
Joint
          and Several
          Liability.

         

        (a)           Each
          Borrower is accepting joint and several liability hereunder and under the
          other
          Loan Documents in consideration of the financial accommodations to be provided
          by Lender under this Agreement, for the mutual benefit, directly and indirectly,
          of each Borrower and in consideration of the undertakings of each Borrower
          to
          accept joint and several liability for the Obligations.

         

         

        (b)           Each
          Borrower, jointly and severally, hereby irrevocably and unconditionally
          accepts,
          as a surety and as a co-debtor, joint and several liability with each other
          Borrower, with respect to the performance of this Agreement and the payment
          and
          performance of all of the Obligations (including, without limitation, any
          obligations arising under this Section), it being the intention of the
          parties
          hereto that all the Obligations shall be the joint and several obligations
          of
          each Borrower without preferences or distinction among them.

         

         

        (c)           If
          and to the extent that any Borrower shall fail to make any payment with
          respect
          to any Obligation as and when due or to perform any Obligation in accordance
          with the terms thereof, then, in each such event, the other Borrowers will
          make
          such payment with respect to, or perform, such Obligation, as
          applicable.

         

         

        (d)           The
          obligations of each Borrower under the provisions of this Section 

         

         

         

        
          
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        constitute
          the absolute and unconditional, full recourse obligations of each Borrower
          enforceable against each such Borrower to the full extent of its properties
          and
          assets, irrespective of the validity, regularity or enforceability of this
          Agreement or any other circumstances whatsoever.

         

        (e)           Except
          as otherwise expressly provided in this Agreement, each Borrower hereby
          waives
          notice of acceptance of its joint and several liability, notice of any
          Advances
          issued under or pursuant to this Agreement, notice of the occurrence of
          any
          Default, Event of Default, Forbearance Default or of any demand for any
          payment
          under this Agreement, notice of any action at any time taken or omitted
          by
          Lender under or in respect of any Obligation, any requirement of diligence
          or to
          mitigate damages and, generally, to the extent permitted by applicable
          law, all
          demands, notices and other formalities of every kind in connection with
          this
          Agreement (except as otherwise provided in this Agreement).  Each
          Borrower hereby assents to, and waives notice of, any extension or postponement
          of the time for the payment of any Obligation, the acceptance of any payment
          of
          any Obligation, the acceptance of any partial payment thereon, any waiver,
          consent or other action or acquiescence by Lender at any time or times
          in
          respect of any default by any Borrower in the performance or satisfaction
          of any
          term, covenant, condition or provision of this Agreement, any and all other
          indulgences whatsoever by Lender in respect of any Obligation, and the
          taking,
          addition, substitution or release, in whole or in part, at any time or
          times, of
          any security for any Obligation or the addition, substitution or release,
          in
          whole or in part, of any Borrower or any part of the security for any
          Obligation.  Without limiting the generality of the foregoing, each
          Borrower assents to any other action or delay in acting or failure to act
          on the
          part of Lender with respect to the failure by any Borrower to comply with
          any of
          its respective Obligations, including, without limitation, any failure
          strictly
          or diligently to assert any right or to pursue any remedy or to comply
          fully
          with applicable laws or regulations thereunder, which might, but for the
          provisions of this Section  afford grounds for terminating,
          discharging or relieving any Borrower, in whole or in part, from any of
          its
          obligations under this Section, it being the intention of each Borrower
          that, so
          long as any of the Obligations hereunder remain unsatisfied, the obligations
          of
          such Borrower under this Section shall not be discharged except by performance
          and then only to the extent of such performance.  The obligations of
          each Borrower under this Section shall not be diminished or rendered
          unenforceable by any winding up, reorganization, arrangement, liquidation,
          reconstruction or similar proceeding with respect to any
          Borrowers.  The joint and several liability of each Borrower hereunder
          shall continue in full force and effect notwithstanding any absorption,
          merger,
          amalgamation or any other change whatsoever in the name, constitution or
          place
          of formation of any other Borrower or Lender.

         

        (f)           Each
          Borrower represents and warrants to Lender that such Borrower is currently
          informed of the financial condition of each other Borrower and of all other
          circumstances which a diligent inquiry would reveal and which bear upon
          the risk
          of nonpayment of the Obligations.  Each Borrower hereby covenants that
          such Borrower will continue to keep informed of each other Borrower’s financial
          condition, the financial condition of other guarantors, if any, and of
          all other
          circumstances which bear upon the risk of nonpayment or nonperformance
          of the
          Obligations.

         

         

        
          
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        (g)           The
          provisions of this Section are made for the benefit of Lender and its respective
          successors and assigns, and may be enforced by it from time to time against
          any
          or all Borrowers as often as occasion therefor may arise and without requirement
          on the part of Lender, or any or their respective successors or assigns
          first to
          marshal any claims or to exercise any rights against any other Borrower
          or to
          exhaust any remedies available against any other Borrower or to resort
          to any
          other source or means of obtaining payment of any of the Obligations hereunder
          or to elect any other remedy.  The provisions of this Section shall
          remain in effect until all of the Obligations shall have been paid in full
          or
          otherwise fully satisfied.  If at any time, any payment, or any part
          thereof, made in respect of any of the Obligations, is rescinded or must
          otherwise be restored or returned by Lender upon any insolvency proceeding
          of
          any Borrower, or otherwise, the provisions of this Section will forthwith
          be
          reinstated in effect, as though such payment had not been made.

         

        (h)           Each
          Borrower hereby agrees that it will not enforce any of its rights of
          contribution or subrogation against any other Borrower with respect to
          any
          liability incurred by it hereunder or under any of the other Loan Documents,
          any
          payments made by it to Lender with respect to any  Obligations or any
          collateral security therefor until such time as all of the Obligations
          have been
          paid in full in cash.  Any claim which any Borrower may have against
          any other Borrower with respect to any payments to Lender hereunder or
          under any
          other Loan Documents are hereby expressly made subordinate and junior in
          right
          of payment, without limitation as to any increases in the Obligations arising
          hereunder or thereunder, to the prior payment in full in cash of the Obligations
          and, in the event of any insolvency proceeding relating to any Borrower,
          its
          debts or its assets, whether voluntary or involuntary, all such Obligations
          shall be paid in full in cash before any payment or distribution of any
          character, whether in cash, securities or other property, shall be made
          to any
          other Borrower.

         

        (i)           Each
          Borrower hereby agrees that, after the occurrence and during the continuance
          of
          any Default, Event of Default or Forbearance Default, the payment of any
          amounts
          due with respect to the Indebtedness owing by any Borrower to any other
          Borrower
          is hereby subordinated to the prior payment in full in cash of the
          Obligations.  Each Borrower hereby agrees that after the occurrence
          and during the continuance of any Default, Event of Default or Forbearance
          Default, such Borrower will not demand, sue for or otherwise attempt to
          collect
          any Indebtedness of any other Borrower owing to such Borrower until the
          Obligations shall have been paid in full in cash.  If, notwithstanding
          the foregoing sentence, such Borrower shall collect, enforce or receive
          any
          amounts in respect of such Indebtedness, such amounts shall be collected,
          enforced and received by such Borrower as trustee Lender.

        


        15.  Cooperation
          of Borrower and
          Guarantor.

        


        (a)           Each
          Borrower and Guarantor agrees to take any and all actions of any kind or
          nature
          whatsoever, reasonably requested by Lender to prevent Lender from suffering
          any
          loss with respect to any Obligations owed to Lender or in respect of any
          Collateral or any impediment to any rights or remedies of Lender with respect
          to
          such Obligations, the Loan Documents or this Agreement (or the ability
          to
          exercise such any rights or remedies).

         

         

        
          
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        (b)           Further
          Assurances.  Guarantor and each Borrower hereby agree to
          execute and deliver such additional documents, instruments and agreements
          reasonably requested by Lender as may be reasonably necessary or appropriate
          to
          effectuate the purposes of this Agreement.

        


        16.  The
          Credit Agreements and
          this Agreement.  Notwithstanding the amendment and restatement
          of the Commercial Loans by this Agreement, all amounts owing to Lender
          under the
          Credit Agreements whether on account of principal, interest or otherwise
          which
          remain outstanding as of the date hereof and are evidenced by the Notes,
          shall
          constitute Obligations owing under this Agreement and the Credit
          Agreements.  This Agreement is not given in substitution for each
          Credit Agreement, and is not payment of any amounts due by any Borrower
          under
          any Credit Agreement, and is in no way intended to constitute a novation
          of any
          Credit Agreement or Commercial Loan.

        


        17.  Use
          of Cash
          Collateral.  Prior to the Forbearance Date, absent a
          Forbearance Default under this Agreement, Lender will permit a portion
          of
          Collections, in such amounts as determined by Lender in its good faith
          discretion from time to time, to be used by Guarantor and the Borrowers
          for
          Approved Expenses necessary to continue the operations of the same and
          in
          accordance with the terms of this Agreement.  Lender shall have no
          obligation to advance any sums pursuant to this Agreement at any time when
          a set
          of facts or circumstances exist, which, by themselves, upon the giving
          of
          notice, the lapse of time, or any one or more of the foregoing would constitute
          a Forbearance Default.

        


        18.  Sale
          of
          Collateral.  Upon the earlier of (i) the Forbearance Date or
          (ii) the occurrence of a Forbearance Default under this Agreement, Lender
          shall
          have the right to sell, lease or otherwise dispose of any Collateral in
          accordance with the terms of any Loan Document, and applicable
          law.  Each Borrower and Guarantor hereby consents and agrees to such
          sale, lease or other disposition of any Collateral by Lender.  Each
          Borrower and Guarantor hereby waives, renounces and forever relinquishes
          all
          rights to notice prior to disposition of any Collateral required by any
          Loan
          Document, and all rights that may be waived under Article 9 of the Uniform
          Commercial Code, as enacted in any applicable state (and similar provisions
          of
          any applicable law of any other jurisdiction), whether such rights may
          be waived
          before or after default, including without limitation, those rights with
          respect
          to the compulsory disposition of collateral, the redemption of collateral,
          and
          the right to notice of any disposition of any Collateral.  Each
          Borrower and Guarantor further waives and forever relinquishes any and
          every
          right of redemption, including any statutory right of redemption, any equitable
          right of redemption, and any other right of redemption that may
          exist.  This paragraph and the irrevocable waivers contained herein
          shall survive the termination of this Agreement.

        


        19.  Terms
          and Conditions.
          Other than as expressly modified herein, all of the terms, conditions and
          covenants of the Credit Agreements and the other Loan Documents shall remain
          in
          full force and effect and are hereby ratified and confirmed in all respects,
          and
          this Agreement shall not constitute a novation.

        


        20.  Effect
          on the Loan
          Documents; Controlling Agreement.  Upon the effectiveness of
          this Agreement, each reference in such Credit Agreement,” “Agreement,” the
          prefix “herein,” “hereof,” or words of similar import, and each reference in the
          Loan Documents, shall mean and be a reference to a Credit Agreement as
          amended
          or supplemented  hereby.  Except to the extent 

         

         

        
          
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        amended
          or modified hereby, all of the representations, warranties, terms, covenants
          and
          conditions of the Credit Agreements and the other Loan Documents shall
          remain as
          written originally and in full force and effect in accordance with their
          respective terms and are hereby ratified and confirmed in all respects,
          and
          nothing herein shall affect, modify, limit or impair any of the rights
          and
          powers which Lender may have hereunder or thereunder; provided that,
          to the
          extent the terms of any Credit Agreement or any Loan Document are inconsistent
          with the terms of this Agreement or any Loan Documents executed in connection
          herewith, the terms of this Agreement or such Loan Document executed in
          connection herewith shall control.  The amendments and supplements set
          forth herein shall be limited precisely as provided for herein, and shall
          not be
          deemed to be a waiver of, amendment of, consent to or modification of any
          right
          of Lender under, or of any other term or provisions of any Credit Agreement
          or
          any other Loan Document, or of any term or provision of any other instrument
          referred to therein or herein or of any transaction or future action on
          the part
          of Guarantor or any Borrower which would require the consent of
          Bank.

        


        21.  Headings.  Section
          headings in this Agreement are included herein for convenience of reference
          only
          and will not constitute a part of this Agreement for any other
          purpose.

        


        22.  Default.  A
          “Forbearance
          Default” shall exist under this Agreement if any one or more of the
          following events shall have occurred, and with respect to any event, other
          than
          an event described in clause (j) or (k) below, Lender shall have provided
          notice
          to Tribeca of the same:

        


        (a)           the
          occurrence of (i) a failure, breach or default under Section 3, 5, 10,
          11, or 12
          of this Agreement, or (ii) an Event of Default (other than an Acknowledged
          Default) shall occur and be continuing under the Tribeca Master Agreement;
          or

        


        (b)           any
          breach or default of any term, condition or covenant set forth in, or any
          event
          of default (other than an Acknowledged Default) under any Loan Document
          not
          referred to in clause (a) above now or hereafter executed and delivered
          by any
          Borrower or Guarantor to Lender shall occur after the date hereof and such
          failure to observe or perform shall continue unremedied for a period of
          five (5)
          days; or

        


        (c)           any
          breach or default in performance by Guarantor of any of the agreements,
          payments, terms, conditions, covenants, warranties or representations set
          forth
          in this Agreement or the FCMC Guaranty; or

        


        (d)           the
          occurrence of a “Forbearance Default” as defined under the Franklin Forbearance
          Agreement.

        


        (e)           any
          Borrower shall fail to make a payment of any principal of or interest on
          any
          Advance or the Guarantor shall fail to make a payment of any amount required
          to
          be paid by it under the FCMC Guaranty, in each case prior to the close
          of
          business on the date on which such payment is due (whether at stated maturity,
          upon acceleration or at mandatory prepayment or otherwise); or


        (f)           any
          representation, warranty or certification made or deemed made in this Agreement
          or in any other Loan Document by the Guarantor or any Borrower or
          any

         

         

        
          
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         certificate
          furnished to Lender pursuant to the provisions hereof or thereof, shall
          prove to
          have been false or misleading in any material respect as of the time made
          or
          furnished; or

        


        (g)           [Reserved].

        


        (h)           a
          final judgment or judgments for the payment of money in excess of, with
          respect
          to Guarantor or any Borrower, $1,000,000 in the aggregate (to the extent
          that it
          is, in the determination of Lender, uninsured and provided that any insurance
          or
          other credit posted in connection with an appeal shall not be deemed insurance
          for these purposes) shall be rendered against Guarantor or such Borrower
          by one
          or more courts, administrative tribunals or other bodies having jurisdiction
          over them and the same shall not be discharged (or provision shall not
          be made
          for such discharge) or bonded, or a stay of execution thereof shall not
          be
          procured, within 30 days from the date of entry thereof and such Borrower
          or the
          Guarantor shall not, within said period of 30 days, or such longer period
          during
          which execution of the same shall have been stayed or bonded, appeal therefrom
          and cause the execution thereof to be stayed during such appeal; or

        


        (i)           any
          Borrower or the Guarantor shall admit in writing its inability to pay its
          debts
          as such debts become due; or

        


        (j)           any
          Borrower or the Guarantor or any of their respective Subsidiaries shall
          (i)
          apply for or consent to the appointment of, or the taking of possession
          by, a
          receiver, custodian, trustee, examiner or liquidator of itself or of all
          or a
          substantial part of its property, (ii) make a general assignment for the
          benefit
          of its creditors, (iii) commence a voluntary case under the Bankruptcy
          Code,
          (iv) file a petition seeking to take advantage of any other law relating
          to
          bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement
          or
          winding-up, or composition or readjustment of debts, (v) fail to controvert
          in a
          timely and appropriate manner, or acquiesce in writing to, any petition
          filed
          against it in an involuntary case under the Bankruptcy Code or (vi) take
          any
          corporate or other action for the purpose of effecting any of the foregoing;
          or

        


        (k)           a
          proceeding or case shall be commenced, without the application or consent
          of any
          Borrower or the Guarantor or any of their respective Subsidiaries, in any
          court
          of competent jurisdiction, seeking (i) its reorganization, liquidation,
          dissolution, arrangement or winding-up, or the composition or readjustment
          of
          its debts, (ii) the appointment of a receiver, custodian, trustee, examiner,
          liquidator or the like of Guarantor, any Borrower or any such Subsidiary
          or of
          all or any substantial part of its property, or (iii) similar relief in
          respect
          of any Borrower, the Guarantor or any such Subsidiary under any law relating
          to
          bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment
          of debts, and such proceeding or case shall continue undismissed, or an
          order,
          judgment or decree approving or ordering any of the foregoing shall be
          entered
          and continue unstayed and in effect, for a period of 60 or more days; or
          an
          order for relief against any Borrower, the Guarantor or any such Subsidiary
          shall be entered in an involuntary case under the Bankruptcy Code;
          or

        


        (l)           this
          Agreement, any Note or any other Loan Document shall for whatever reason
          (including an event of default thereunder) be terminated or any Lien on
          the
          Collateral created by any Loan Document or Guarantor’s or any Borrower’s
          obligations 

         

         

         

        
          
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        under
          this Agreement or the Guarantor’s obligations under the FCMC Guaranty shall
          cease to be in full force and effect, or the enforceability thereof shall
          be
          contested by any Borrower or Guarantor; or

        


        (m)           any
          Change of Control of any Borrower or the Guarantor shall have occurred;
          or

        


        (n)           any
          Borrower or the Guarantor shall grant, or suffer to exist, any Lien on
          any
          Collateral except the Liens contemplated by this Agreement; or the Liens
          contemplated hereby shall cease to be first priority perfected and enforceable
          Liens on the Collateral in favor of Lender or shall be Liens in favor of
          any
          Person other than Lender; or

        


        (o)           any
          Borrower, the Guarantor or any Subsidiary or Affiliate of such entity shall
          default under, or fail to perform as required under, or shall otherwise
          breach
          the terms of any material instrument, agreement or contract between such
          Borrower, the Guarantor or such other entity, on the one hand, and Lender
          or any
          of Lender’s or any Lender’s Affiliates on the other, whether or not such default
          results in the acceleration or prepayment of any Indebtedness thereunder;
          or any
          Borrower, the Guarantor or any Subsidiary or Affiliate of such Person shall
          default under, or fail to perform in any material respect as requested
          under,
          the terms of any repurchase agreement, credit and security agreement or
          similar
          credit facility or agreement which provides for borrowed funds in an amount
          in
          excess of $1,000,000 which default or failure permits the acceleration
          or
          prepayment of any such Indebtedness thereunder; or

        


        (p)           
          any Material Adverse Effect occurs with respect to any Borrower, the Guarantor
          or any of their respective Subsidiaries or Affiliates, or the Collateral,
          in
          each case as determined by Lender in its good faith discretion, or the
          existence
          of any other condition that, in Lender’s good faith discretion, constitutes a
          material impairment of the ability of Guarantor or any Borrower’s ability to
          perform its obligations under this Agreement, any Note or any other Loan
          Document or the Guarantor’s ability to perform its obligations under the FCMC
          Guaranty.

        


        23.  Remedies.

        


        (a)           Upon
          the occurrence of one or more Forbearance Defaults other than those referred
          to
          in Section 22(j) or (k), Lender may (i) immediately declare the principal
          amount
          of all Advances then outstanding to be immediately due and payable, together
          with all interest accrued thereon and all other amounts due under this
          Agreement, the Notes and any other Loan Document; provided, that
          upon
          the occurrence of a Forbearance Default referred to in Sections 22(j) or
          (k),
          such amounts shall immediately and automatically become due and payable
          without
          any  further action by any Person,  (ii) exercise, in
          addition to all other rights and remedies granted to it in this Agreement,
          the
          rights and remedies provided for under the Security Agreement or any Credit
          Agreement, and (iii) exercise, in addition to all other rights and remedies
          granted to it in this Agreement, the rights and remedies provided for under
          applicable law or equity.  Upon such declaration or such automatic
          acceleration, the unpaid balance of all Advances then outstanding and all
          other
          amounts due under this Agreement and the other Loan Documents shall become
          immediately due and payable, without presentment, demand, protest or other
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        any
          kind,
          all of which are hereby expressly waived by Guarantor and each Borrower,
          and
          Lender may thereupon exercise any rights and remedies, hereunder and under
          the
          other Loan Documents including, but not limited to, the transfer of servicing
          or
          the liquidation of the Collateral on a servicing released basis.  To
          the extent permitted by applicable law, Guarantor and each Borrower waive all
          claims, damages and demands it may acquire against Lender arising out of
          the
          exercise by Lender of any of its rights hereunder or under any other Loan
          Documents, other than those claims, damages and demands arising from the
          gross
          negligence, bad faith or willful misconduct of Lender. Upon the occurrence
          of
          one or more Forbearance Defaults, Lender shall have the right to obtain
          physical
          possession of the servicing records and all other files of Guarantor or
          the
          Borrowers relating to the Collateral and all documents relating to the
          Collateral which are then or may thereafter come in to the possession of
          any
          Borrower, the Guarantor, any servicer, or any third party acting for any
          Borrower, the Guarantor or any servicer, and each Borrower, the Guarantor
          and
          each servicer shall deliver to Lender such assignments and other documents
          as
          Lender shall request.  Lender shall be entitled to specific
          performance of all agreements of Guarantor, each Borrower and each servicer
          contained in this Agreement and any other Loan Document.

         

        (b)           If
          a Forbearance Default shall occur and be continuing, Lender may, at its
          option,
          enter into one or more Interest Rate Hedge Agreements covering all or a
          portion
          of the Mortgage Loans pledged under any Loan Document, and Guarantor and
          the
          Borrowers shall be responsible for all damages, judgments, costs and expenses
          (including, without limitation, reasonable attorneys’ fees and disbursements) of
          any kind which may be imposed on, incurred by or asserted against Lender
          relating to or arising out of such Interest Rate Hedge Agreements, including
          without limitation any losses resulting from such Interest Rate Hedge
          Agreements.

         

        (d)           Any
          money or property collected or otherwise received by Lender in connection
          with
          the exercise of its rights and remedies under this Agreement (including,
          without
          limitation, any money or property received in respect of a liquidation
          of any
          Collateral) shall be applied by Lender in the order of priority set forth
          in
          Section 5(d).

         

        24.  Waiver
          and Release of All
          Claims and Defenses; Communications.

        


        (a)           Guarantor
          and each Borrower, for itself and its respective successors and assigns,
          agents,
          employees, officers and directors, hereby forever waive, relinquish, discharge
          and release all defenses and Claims of every kind or nature, whether existing
          by
          virtue of state, federal, or local law, by agreement or otherwise, against
          (i)
          Lender, its successors, assigns, directors, officers, shareholders, agents,
          employees and attorneys, and (ii) all participants in any Commercial Loans
          or
          Advances, such participants’ successors, assigns, directors, officers,
          shareholders, agents, employees and attorneys, (iii) any obligation evidenced
          by
          any Credit Agreement, any promissory note, instrument or other Loan Document
          in
          connection therewith, and (iv) any Collateral, in each instance, which
          Guarantor
          or any Borrower, may have or may have made at any time up through and including
          the date of this Agreement, including without limitation, any affirmative
          defenses, counterclaims, setoffs, deductions or recoupments, by Guarantor
          or any
          Borrower.  “Claims”
means
          all
          debts, demands, actions, causes of action, suits, dues, sums of money,
          accounts,
          bonds, warranties, covenants, contracts, controversies, promises, 

         

         

        
          
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        agreements
          or obligations of any kind, type or description, and any other claim or
          demand
          of any nature whatsoever, whether known or unknown, accrued or unaccrued,
          disputed or undisputed, liquidated of contingent, in contract, tort, at
          law or
          in equity, which Guarantor, each Borrower or any or them ever had, claimed
          to
          have, now has, or shall or may have.  The term Claims also includes
          all causes of action, liabilities and rights arising under or by virtue
          of any
          Credit Agreement, promissory note or other document or any transaction
          entered
          into in connection therewith.  Nothing contained in this Agreement
          prevents enforcement of this waiver and release.

        


        (b)           Each
          party to this Agreement acknowledges and agrees that one purpose of this
          Agreement is to facilitate the resolution of the Acknowledged Defaults
          and that,
          consistent with such purpose, no part of any oral or written communications
          between or among any Borrower, Guarantor or Lender regarding the transactions
          contemplated in this Agreement, exclusive of this written Agreement itself
          (collectively, “Communications”),
          shall be utilized or deemed to be admissible as evidence in any litigation
          involving any party to this Agreement.  Communications shall be deemed
          to constitute “compromise negotiations,” and not to constitute evidence that is
“discoverable,” as those phrases are used in the Federal Rules of Evidence and
          any applicable state rules of evidence, and no Communications shall be
          deemed to
          constitute evidence that is otherwise admissible for any other
          purpose.

        


        (c)           The
          release and communication provisions provided by paragraphs (a) and (b)
          of this
          Section, shall survive and continue in full force and effect notwithstanding
          the
          occurrence of a Forbearance Default under the terms of this Agreement or
          the
          termination of this Agreement.

        


        25.  Setoff.  In
          addition to any rights now or hereafter granted under applicable law or
          this
          Agreement and not by way of limitation of any such rights, upon the occurrence
          of any Forbearance Default, each of Lender and any participant in any Advance
          is
          hereby authorized by each Borrower and Guarantor, or any of them, at any
          time or
          from time to time, without notice to any Borrower, Guarantor, or any other
          person or entity, any such notice being hereby expressly waived, to setoff,
          appropriate and apply against any Obligation owing to Lender or such participant
          from any Borrower or Guarantor, in such order as Lender in its sole discretion
          shall determine, any and all deposits (general or special, including, but
          not
          limited to, indebtedness evidenced by certificates of deposit, whether
          matured
          or unmatured, but not including trust accounts), and any other Indebtedness
          at
          any time owing by Lender or any such participant to any Borrower or Guarantor,
          including, but not limited to, all claims of any nature or description
          arising
          out of or connected with any Credit Agreement, any Loan Document or this
          Agreement, regardless of whether or not Lender or such participant shall
          have
          made any demand under any such document or otherwise.

        


        26.  Indemnification.  In
          addition to any other obligations of indemnification, each Borrower and
          Guarantor hereby jointly and severally assumes responsibility and liability
          for,
          and hereby holds harmless and indemnifies Lender, its successors, assigns,
          directors, officers, shareholders, agents, employees and attorneys, any
          participants in any Commercial Loan or Advance, such participants’ successors,
          assigns, directors, officers, shareholders, agents, employees and attorneys
          (each an “Indemnified
          Party”) from and against, any and all, by way of example but without
          limitation, liabilities, demands, obligations, injuries, costs, damages
          (direct,


         

         

        
          
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        indirect
          or consequential), awards, loss of interest, principal or any portion of
          the
          Obligations, charges, expenses, payments of money and reasonable attorneys’
fees, incurred or suffered, directly or indirectly, by an Indemnified Party
          or
          asserted against an Indemnified Party, by any person or entity whatsoever,
          including any Borrower and Guarantor or any of them, arising out of this
          Agreement, or any document executed in connection herewith, or the exercise
          of
          any right or remedy, including the realization, disposition or sale of
          any
          Collateral, or any portion thereof, or the exercise of any right in connection
          therewith, or any actions taken by an indemnified party in connection with
          this
          Agreement or the transactions contemplated by this Agreement, for which
          an
          Indemnified Party may be liable, for any reason whatsoever except for such
          an
          Indemnified Party’s own acts of gross negligence or willful
          misconduct.  The indemnification provisions provided by this Section
          shall survive and continue in full force and effect notwithstanding the
          occurrence of a Forbearance Default under the terms of this Agreement or
          the
          termination of this Agreement.

        


        27.  Consent
          to Relief from
          Automatic Stay.  Each Borrower and Guarantor hereby agrees that
          if any such party, individually or jointly, shall (i) file with any bankruptcy
          court of competent jurisdiction or be the subject of any petition under
          Title 11
          of the United States Code, as amended, (ii) be the subject of any order
          for
          relief issued under such Title 11 of the U.S. Code, as amended, (iii) file
          or be
          the subject of any petition seeking any reorganization, arrangement,
          composition, readjustment, liquidation, dissolution, or similar relief
          under any
          present or future federal or state act or law relating to bankruptcy,
          insolvency, or other relief for debtors, (iv) seek consent to or acquiesce
          in
          the appointment of any trustee, receiver, conservator, or liquidator, (v)
          be the
          subject of any order, judgment or decree entered by any court of competent
          jurisdiction approving a petition filed against any Borrower or Guarantor
          for
          any reorganization, arrangement, composition, readjustment, liquidation,
          dissolution, or similar relief under any present or future federal or state
          act
          or law relating to bankruptcy and insolvency, or relief for debtors, Lender
          shall thereupon be entitled to relief from any automatic stay imposed by
          Section
          362 of Title 11 of the United States Code, as amended, or from any other
          stay or
          suspension of remedies imposed in any other manner with respect to the
          exercise
          of the rights and remedies otherwise available to Lender under the terms
          of this
          Agreement and the Notes and the Loan Documents.  Each Borrower agrees
          that upon the occurrence of a Forbearance Default hereunder Lender shall
          be
          entitled to appointment of a receiver for any Collateral.

        


        28.  Notice.  All
          notices or demands hereunder to parties hereto shall be sufficient if made
          in
          writing and sent and confirmed by facsimile, or if sent by prepaid overnight
          courier addressed as applicable to Lender or Guarantor for itself and each
          Borrower at the address set forth below such party’s signature line to this
          Agreement, and such delivery will be deemed complete on the next business
          day.  Notice to Guarantor shall be deemed notice to each Borrower as
          well.

        


        29.  Amendments.  This
          Agreement may not be amended or modified except in a writing signed by
          Lender,
          Guarantor and each Borrower.

        


        30.  Successors
          and
          Assigns.  This Agreement shall be binding upon and shall inure
          to the benefit of each Borrower, Guarantor and Lender and their respective
          successors, and assigns; provided, however, that the foregoing shall not
          authorize any assignment by any Borrower or Guarantor of its rights or
          duties
          hereunder.  Lender does not undertake to give or to do or refrain from
          doing anything directly to or for the benefit of any person other than
          a
          Borrower and, with 

         

         

        
          
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        respect
          to any Borrower, other than as described herein.  Although third
          parties may incidentally benefit from this Agreement, there are no intended
          beneficiaries other than each Borrower, Guarantor and Lender.

        


        31.  Indulgence;
          Modifications.  No delay or failure of Lender to exercise any
          right, power or privilege hereunder shall affect such right, power or privilege
          nor shall any single or partial exercise thereof preclude any further exercise
          thereof, nor the exercise of any other right, power or privilege.  The
          rights of Lender hereunder are cumulative and are not exclusive of any
          rights or
          remedies which Lender would otherwise have except as modified
          herein.  No amendment, modification, supplement, termination, consent
          or waiver of or to any provision of this Agreement, the Credit Agreements
          or the
          Loan Documents, nor any consent to any departure therefrom, shall in any
          event
          be effective unless the same shall be in writing and signed by or on behalf
          of
          Lender.

        


        32.  Waivers
          Voluntary.  The releases and waivers contained in this
          Agreement are freely, knowingly and voluntarily given by each party, without
          any
          duress or coercion, after each party has had opportunity to consult with
          its
          counsel and has carefully and completely read all of the terms and provisions
          of
          this Agreement.

        


        33.  Governing
          Law and
          Venue.  This Agreement is made in the State of Ohio and the
          validity of this Agreement, any documents incorporated herein or executed
          in
          connection herewith, and (notwithstanding anything to the contrary therein)
          the
          Credit Agreements and other Loan Documents, and the construction, interpretation
          and enforcement thereof, and the rights of the parties thereto shall be
          determined under, governed by, and construed in accordance with the internal
          laws of the State of Ohio, without regard to principles of conflicts of
          law.  The parties agree that all actions or proceedings arising in
          connection with this Agreement, any documents incorporated herein or executed
          in
          connection herewith, the Credit Agreements, and the other Loan Documents
          shall
          be tried and litigated only in the Federal District Court for the Southern
          District of Ohio or the state courts of Franklin County, Ohio.  The
          parties hereto waive any right each may have to assert the doctrine of
forumnonconveniens
          or to
          object to venue to the extent any proceeding is brought in accordance with
          this
          Section.  Service of process, sufficient for personal jurisdiction in
          any action against any Borrower or Guarantor, may be made by registered
          or
          certified mail, return receipt requested, to the address set forth below
          such
          party’s signature to this Agreement.

        


        34.  Execution
          in
          Counterparts.  This Agreement may be executed in any number of
          counterparts and by different parties on separate counterparts, each of
          which
          counterparts, when so executed and delivered, shall be deemed to be an
          original
          and all of which counterparts, taken together, shall constitute but one
          and the
          same agreement.  This Agreement shall become effective upon the
          execution of a counterpart hereof by each of the parties hereto.

        


        35.  Severability.  Should
          any part, term or provision of this Agreement be by the courts decided
          to be
          illegal, unenforceable or in conflict with any law of the state of Ohio,
          federal
          law or any other applicable law, the validity and enforceability of the
          remaining portions or provisions of this Agreement shall not be affected
          thereby.

        


        36.  Construction;
          Conflict.  This Agreement shall be deemed to be drafted by all
          parties hereto and shall be construed without regard to any presumption
          or rule
          requiring that it be 

         

         

        
          
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        construed
          against the party initiating the drafting hereof.  In the event of any
          conflict or discrepancy between the terms of this Agreement and any of
          the other
          Loan Documents, the terms of this Agreement shall supersede any such conflicting
          provision.  In addition, from and after the date of this Agreement,
          all affirmative, negative and reporting covenants contained in the Tribeca
          Warehousing Agreement shall be superseded by the covenants in this
          Agreement.

        


        37.  WAIVER
          OF A JURY
          TRIAL.  LENDER, EACH BORROWER AND GUARANTOR ACKNOWLEDGE AND
          AGREE THAT THERE MAY BE A CONSTITUTIONAL RIGHT TO A JURY TRIAL IN CONNECTION
          WITH ANY CLAIM, DISPUTE OR LAWSUIT ARISING BETWEEN OR AMONG THEM, BUT THAT
          SUCH
          RIGHT MAY BE WAIVED.  ACCORDINGLY, EACH PARTY, IN CONSIDERATION OF THE
          CONSIDERATION EXCHANGED IN THIS AGREEMENT, AGREES THAT NOTWITHSTANDING
          ANY
          CONSTITUTIONAL RIGHT, IN THIS COMMERCIAL MATTER EACH PARTY BELIEVES AND
          AGREES
          THAT IT SHALL BE IN ITS BEST INTEREST TO WAIVE SUCH RIGHT, AND, ACCORDINGLY,
          HEREBY WAIVES SUCH RIGHT TO A JURY TRIAL, AND FURTHER AGREES THAT THE BEST
          FORUM
          FOR HEARING ANY CLAIM, DISPUTE OR LAWSUIT, IF ANY, ARISING IN CONNECTION
          WITH
          THIS AGREEMENT, THE CREDIT AGREEMENTS, ANY LOAN DOCUMENT OR THE RELATIONSHIP
          AMONG LENDER, EACH BORROWER AND GUARANTOR SHALL BE A COURT OF COMPETENT
          JURISDICTION SITTING WITHOUT A JURY.

        


        38.  Integration.  This
          Agreement and the other Loan Documents are intended by the parties as the
          final
          expression of their agreement and therefor incorporate all negotiations
          of the
          parties hereto and are the entire agreement of the parties
          hereto.  Each Borrower and Guarantor each acknowledges that it is
          relying on no written or oral agreement, representation, inducement, warranty,
          or understanding of any kind made by Lender or any employee or agent of
          Lender,
          except for the agreements by Lender set forth herein or in the other Loan
          Documents.

        


        39.  Reversal
          of
          Payments.  If Lender receives any payments or proceeds of the
          any Collateral which are subsequently invalidated, declared to be fraudulent
          or
          preferential, set aside or required to be paid to a trustee,
          debtor-in-possession, receiver or any other party under any bankruptcy
          law,
          common law, equitable cause or otherwise, then, to such extent, the obligations
          or part thereof intended to be satisfied by such payments or proceeds shall
          be
          reserved and continue as if such payments or proceeds had not been received
          by
          Lender.

        


        40.  Expenses.  Each
          Borrower and Guarantor shall reimburse Lender and any participant in any
          Commercial Loan or Advance promptly upon demand for all costs and expenses,
          including without limitation, expenses of appraisers and other advisors
          with
          respect to any Collateral or the business of any Borrower, reasonable attorneys’
fees and expenses (including the fees of Lender’s inside counsel), expended or
          incurred by Lender in any arbitration, judicial reference, legal action
          or
          otherwise in connection with (i) the negotiation, preparation, amendment
          and
          enforcement of this Agreement and any Loan Document, including without
          limitation, during any workout, attempted workout, and/or in connection
          with the
          rendering of legal advice as to Lender’s rights, remedies and obligations under
          this Agreement or any Loan Document, whether or not any form of legal proceeding
          has commenced, (ii) collecting any sum which becomes due Lender under this
          Agreement or any Loan Document, (iii) any proceeding for declaratory relief,
          any
          counterclaim to any proceeding, or any appeal, (iv) the protection, preservation
          or enforcement of any rights or remedies of Lender, any Collateral, whether
          or
          not any form of legal 

         

         

        
          
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        proceedings
          is commenced, or (v) any action necessary to defend, protect, assert, or
          preserve any of Lender’s rights or remedies as a result of or related to any
          case or proceeding under Chapter 11 of the United States Code, as amended,
          or
          any similar law of any jurisdiction.  All of such costs and expenses
          shall bear interest from the time of demand at the highest rate then in
          effect
          under this Agreement.

        


        41.  Patriot
          Act
          Notice.  Lender hereby notifies each Borrower that pursuant to
          the requirements of the USA Patriot Act (Title III of Pub.L. 10756, signed
          into
          law October 26, 2001) (the “Act”), it
          is required
          to obtain, verify and record information that identifies each Borrower,
          which
          information includes the name and address of each Borrower and other information
          that will allow Lender to identify any Borrower in accordance with the
          Act.

        


        [Remainder
          of page intentionally
          left blank.]

         

         

         

         

         


        
          
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        IN
          WITNESS WHEREOF, Lender, each
          Borrower and Guarantor has executed this Agreement as of the date set forth
          above.

        


        EACH
          BORROWER LISTED ON


        SCHEDULE
          1 ATTACHED
          HERETO:

         

        By:
/s/
          Alexander Gordon
          Jardin

        Name:
          Alexander Gordon Jardin

        Title:
          as
          Chief Executive Officer of, and on

        behalf
          of, each Borrower listed on Schedule
          1

        attached
          hereto.

         

        Address
          for Notices:

        101
          Hudson St., 25th
          Floor

        Jersey
          City, N.J.  07302

        Fax:
          201-604-4400

        Attention:  General
          Counsel

         

         

        With
          a
          copy to:


         

        Kramer
          Levin Naftalis & Frankel LLP

        1177
          Avenue of the Americas

        New
          York,
          New York 10036

        Fax:
          212-715-8346

        Attention:  J.
          Michael Mayerfeld

        


         

        FRANKLIN
          CREDIT
          MANAGEMENT

        CORPORATION

         

        By: /s/
          Thomas J.
          Axon                                                           

        Name:
          Thomas J. Axon

        Title:
          President

         

        Address
          for Notices
          :

         

        Same
          as
          above

         

         

        
          
            Page 39
              of 41

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        TRIBECA
          LENDING
          CORP.

         

         

        By: /s/
          Alexander Gordon
          Jardin                                                               

        Name:
          Alexander Gordon Jardin

        Title:
          Chief Executive Officer

         

        Address
          for
          Notices

         

        Same
          as
          above

         


        
          
            Page 40
              of 41

          

          
            
            

            
              

            

          

          
            
            

          

        


        THE
          HUNTINGTON NATIONAL
          BANK

         

         

         By:
          /s/ Alan D.
          Seitz                                                                

         Name:  Alan
          D. Seitz

         Title:  Senior
          Vice President

         

         Address
          for
          Notices:

         

                                                                                                 
          The Huntington National Bank

        41
          South High Street

        Columbus,
          Ohio  43215

         
Attn:
          Special
          Assets

         
Fax:  (614)
          480-3795

        


         With
          a copy to:

        Porter
          Wright Morris & Arthur
          LLP

        41
          South High Street

        Columbus,
          Ohio  43215

         Attn:
          Jack R. Pigman and Timothy
          E. Grady

         Fax:  (614)
          227-2100

        
 

         

         

        Page 41
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