Exhibit 10.10






Exhibit 10.10




Exhibit 2




AMENDMENT NUMBER ONE




TO




SERVICING AGREEMENT




This Amendment Number One (“Amendment”) is entered into this 22nd day of September,
2010, by and between Franklin Mortgage Asset Trust 2009-A (“Owner”) and Franklin Credit Management
Corporation (“Servicer”).



WHEREAS, Owner and Servicer are parties to that certain Amended and Restated Servicing
Agreement dated as of August 1, 2010 (“Servicing Agreement”); and



WHEREAS, the parties desire to amend the Servicing Agreement in accordance with, and as set
forth in, this Amendment.



NOW, THEREFORE, in consideration of the premises and the mutual undertakings set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



1. Amendment of Section 5.2(b) of Servicing Agreement. Section 5.2(b) of the
Servicing Agreement shall be deleted in its entirety and replaced with the following:




(b) Notwithstanding Section 5.2(a) above, the Owner may terminate, at any
time, without cause and at its sole option, this Agreement with respect to some or
all of the Assets, Mortgage Loans and/or related servicing rights (i) upon ninety
(90) calendar days’ prior notice to the Servicer, or (ii) upon thirty (30)
calendar days’ prior notice to the Servicer in connection with any transfer or
sale of some or all of the Assets, Mortgage Loans and/or related servicing rights,
or (iii) immediately upon the occurrence of an “Event of Default” as such term is
defined in the Credit Agreement. Any termination under this Section 5.2(b) shall
not limit or delay the timing of any termination of this Agreement (in whole or in
part) or of any transfer, assignment or sale of any or all of the Assets, Mortgage
Loans and/or related servicing rights; it being expressly agreed by the Owner and
the Servicer that a termination of this Agreement (in whole or in part) or a
transfer, assignment or sale of any or all of the Assets, Mortgage Loans and/or
the related servicing rights may occur at any time designated by the Owner, and
the Servicer shall cooperate with the Owner in good faith in effecting any such
termination, transfer, assignment or sale within the time periods designated by
the Owner. For the avoidance of doubt, the Owner may effect a termination of this
Agreement (in whole or in part) or a transfer, assignment or sale of some


 


 









 






or all of the Assets, Mortgage Loans and/or the related servicing rights, and
the Servicer shall have no right whatsoever to delay any such termination,
transfer, assignment or sale, prior to the end of either the ninety (90) day
period designated in clause (i) of this Section 5.2(b) or the thirty (30) day
period designated in clause (ii) of this Section 5.2(b); it being further
acknowledged and agreed that any such termination, transfer, assignment or sale
prior to the end of such ninety (90) day or thirty (30) day period designated in
clauses (i) or (ii), respectively, of this Section 5.2(b) shall not trigger any
obligation whatsoever to pay any fee or penalty to the Servicer, other than the
Servicing Fees and Expenses and unreimbursed Servicing Advances that would be due
to the Servicer in the ordinary course for such ninety (90) day or thirty (30) day
period.



2. No Other Terms Amended. Except to the extent expressly provided in Section 1 of
this Amendment, all terms of the Servicing Agreement shall remain in full force and effect and
unaffected by the terms of this Amendment. Reference to this Amendment need not be made in the
Servicing Agreement or any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to, or with respect to, the Servicing
Agreement, any reference in any of such items to the Servicing Agreement being sufficient to refer
to the Servicing Agreement as amended hereby.



3. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one and the same
instrument. The parties intend that faxed signatures and electronically imaged signatures such as


..pdf files shall constitute original signatures and are binding on all parties. An executed
counterpart signature page delivered by facsimile shall have the same binding effect as an original
signature page.



4. Governing Law. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware without reference to the choice of law
principles thereof.



< Signature Pages Appear on Following Page >



 


 









 





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date
first written above.



	 	 	 	 	 	 	 
	Franklin Mortgage Asset Trust 2009-A	 	 
	 
	 	 	 	 	 	 
	By: The Huntington National Bank, 

not in its individual capacity, but 

solely as Certificate Trustee	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ James E. Schultz 	 	 
	 	 	 	 	 
	 
	 	Name:  	James E. Schultz 	 	 
	 

	 	Title:  	Vice President 	 	 
	 
	Franklin Credit Management Corporation	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Thomas J. Axon	 	 
	 
	 	Name:	Thomas J. Axon	 	 
	 

	 	Title:	President