EX-10.2






Exhibit 10.2




MASTER TRUST AGREEMENT




for the Franklin Credit Trusts




among




FRANKLIN CREDIT MANAGEMENT CORPORATION




as a Depositor




and




TRIBECA LENDING CORP.




as a Depositor




and




DEUTSCHE BANK NATIONAL TRUST COMPANY,




as Certificate Trustee




and




DEUTSCHE BANK TRUST COMPANY DELAWARE,




as Delaware Trustee




Dated as of December 15, 2008




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.1 Capitalized Terms
	 	 	1	 
	SECTION 1.2 Other Definitional Provisions
	 	 	6	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	ORGANIZATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.1 Trust Business
	 	 	7	 
	SECTION 2.2 Office
	 	 	7	 
	SECTION 2.3 Purposes and Powers
	 	 	7	 
	SECTION 2.4 Appointment of Trustees; Authority
	 	 	8	 
	SECTION 2.5 Transfer of Transferred Assets to Trust Estate
	 	 	8	 
	SECTION 2.6 Release of Transferred Assets from Trust Estate
	 	 	9	 
	SECTION 2.7 Declaration of Trust
	 	 	9	 
	SECTION 2.8 Title to Trust Property
	 	 	9	 
	SECTION 2.9 Situs of Trust
	 	 	10	 
	SECTION 2.10 Representations and Warranties of the Depositors
	 	 	10	 
	SECTION 2.11 The Delaware Trustee
	 	 	10	 
	SECTION 2.12 Creation of Trusts
	 	 	11	 
	SECTION 2.13 Liability of Owners
	 	 	11	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	TRUST CERTIFICATES AND TRANSFER OF INTERESTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.1 Initial Ownership
	 	 	11	 
	SECTION 3.2 The Trust Certificates
	 	 	11	 
	SECTION 3.3 Execution, Authentication and Delivery of Trust Certificates
	 	 	12	 
	SECTION 3.4 Registration of Transfer and Exchange of Trust Certificates
	 	 	12	 
	SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Trust Certificates
	 	 	13	 
	SECTION 3.6 Persons Deemed Owners
	 	 	13	 
	SECTION 3.7 Access to List of Owners’ Names and Addresses
	 	 	14	 
	SECTION 3.8 Maintenance of Office or Agency
	 	 	14	 
	SECTION 3.9 [Reserved]
	 	 	14	 
	SECTION 3.10 Restrictions on Transfer of Trust Certificates
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	ACTIONS BY TRUSTEES
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.1 Prior Notice to Majority
Certificateholders with Respect to
Certain Matters; Covenants
	 	 	16	 
	SECTION 4.2 Reserved
	 	 	18	 
	SECTION 4.3 Restrictions on Owners’ Power
	 	 	18	 






i 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 4.4 Majority Control
	 	 	18	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	CERTAIN DUTIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.1 Reimbursement of Trustee Fees
	 	 	19	 
	SECTION 5.2 Reserved
	 	 	19	 
	SECTION 5.3 Reserved
	 	 	19	 
	SECTION 5.4 Federal Information Returns and
Reports to Certificateholders; Trust
Administration
	 	 	19	 
	SECTION 5.5 Administrators
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	AUTHORITY AND DUTIES OF TRUSTEES
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.1 General Authority
	 	 	20	 
	SECTION 6.2 General Duties
	 	 	21	 
	SECTION 6.3 Action Upon Instruction
	 	 	21	 
	SECTION 6.4 No Duties Except as Specified in this Master Trust Agreement or in
Instructions
	 	 	22	 
	SECTION 6.5 No Action Except Under Specified Documents or Instructions
	 	 	23	 
	SECTION 6.6 Restrictions
	 	 	23	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	CONCERNING THE TRUSTEES
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.1 Acceptance of Trusts and Duties
	 	 	23	 
	SECTION 7.2 Furnishing of Documents
	 	 	25	 
	SECTION 7.3 Representations and Warranties
	 	 	25	 
	SECTION 7.4 Reliance; Advice of Counsel
	 	 	26	 
	SECTION 7.5 Not Acting in Individual Capacity
	 	 	27	 
	SECTION 7.6 Trustee Not Liable for Trust Certificates or Assets
	 	 	27	 
	SECTION 7.7 Limitation of Liability
	 	 	27	 
	SECTION 7.8 Patriot Act
	 	 	28	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	COMPENSATION OF TRUSTEES
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.1 Fees and Expenses
	 	 	28	 
	SECTION 8.2 Indemnification
	 	 	28	 
	SECTION 8.3 Payments to the Trustees
	 	 	29	 
	SECTION 8.4 Lien on Trust Property
	 	 	29	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION OF MASTER TRUST AGREEMENT
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.1 Termination of Master Trust Agreement
	 	 	29	 






ii 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE X
	 	 	 	 
	SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.1 Eligibility Requirements for Trustees
	 	 	30	 
	SECTION 10.2 Resignation or Removal of Trustees
	 	 	30	 
	SECTION 10.3 Successor Trustees
	 	 	31	 
	SECTION 10.4 Merger or Consolidation of Trustees
	 	 	31	 
	SECTION 10.5 Appointment of Co-Trustee or Separate Trustee
	 	 	31	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.1 Supplements and Amendments
	 	 	33	 
	SECTION 11.2 No Title to a Trust Estate in Owners
	 	 	34	 
	SECTION 11.3 Limitations on Rights of Others
	 	 	34	 
	SECTION 11.4 Notices
	 	 	34	 
	SECTION 11.5 Severability
	 	 	35	 
	SECTION 11.6 Separate Counterparts
	 	 	35	 
	SECTION 11.7 Successors and Assigns
	 	 	35	 
	SECTION 11.8 No Petition
	 	 	35	 
	SECTION 11.9 No Recourse
	 	 	35	 
	SECTION 11.10 Headings
	 	 	35	 
	SECTION 11.11 GOVERNING LAW
	 	 	35	 
	SECTION 11.12 Entire Agreement
	 	 	36	 
	SECTION 11.13 Survival
	 	 	36	 






Schedules




	 	 	 	 	 
	Schedule 1

	 	–
	 	Schedule of Lockbox Accounts






 EXHIBIT




	 	 	 	 	 
	Exhibit A

	 	–
	 	FORM OF TRUST CERTIFICATE
	Exhibit B

	 	–
	 	FORM OF CERTIFICATE OF TRUST
	Exhibit C

	 	–
	 	FORM OF TRANSFEREE LETTER
	Exhibit D

	 	–
	 	FORM OF ASSET TRANSFER NOTICE
	Exhibit E

	 	–
	 	FORM OF RELEASE NOTICE







iii 









 








MASTER TRUST AGREEMENT




FOR THE FRANKLIN CREDIT TRUSTS




          THIS MASTER TRUST AGREEMENT (the “Master Trust Agreement”), dated as of December 15,
2008, among, Franklin Credit Management Corporation (“Franklin”), a Delaware corporation,
as a depositor, Tribeca Lending Corp. (“Tribeca”), a New York corporation, as a depositor
(each of Franklin and Tribeca, a “Depositor” and collectively the “Depositors”),
Deutsche Bank National Trust Company, a national banking association, as Certificate Trustee (not
in its individual capacity but solely as Certificate Trustee, in such capacity, the
“Certificate Trustee”) and Deutsche Bank Trust Company Delaware, a Delaware banking
corporation, as Delaware Trustee (not in its individual capacity but solely as Delaware Trustee, in
such capacity, the “Delaware Trustee” and, collectively with the Certificate Trustee, the
“Trustees”).




WITNESSETH:




          Subject to the terms and conditions contained herein, it is the intention of the parties
hereto that this Master Trust Agreement and the additional terms more fully described in the
related Trust Certificates, shall constitute a statutory trust under the Statutory Trust Statute,
that this Master Trust Agreement and each related Trust Certificate shall create one or more
separate Trusts and shall constitute the governing instrument thereof.




          For each Trust, from time to time, a Depositor will transfer the related Assets to such Trust
and shall cause such Transferred Assets to be conveyed to the Custodian to be held on behalf of the
Trust.




          At the direction of each Depositor, Huntington (as defined below) or its designee will receive
the Trust Certificates from the Certificate Trustee evidencing the entire beneficial ownership
interest in each Trust, as security for those certain related guaranty agreements, each dated as of
December 19, by such related Trust in favor of Huntington.




          In consideration of the mutual agreements and covenants herein contained, the Depositors and
the Trustees hereby agree for the benefit of each of them, the Holders of the Trust Certificates
and the Owners as follows:




ARTICLE I




DEFINITIONS




          SECTION 1.1 Capitalized Terms. For all purposes of this Master Trust Agreement, the
following terms shall have the meanings set forth below:




          “Acquisition Date” shall mean each date on which a Depositor deposits Assets into a
Trust pursuant to this Agreement. The Depositor shall provide the Certificate Trustee with two (2)
Business Days prior written notice of an anticipated Acquisition Date (or such lesser notice as
shall be acceptable to the Certificate Trustee).




 









 








          “Administrators” shall mean the Person(s) designated as such by the Depositors and
acceptable to the Majority Certificateholders in their sole discretion by written notice to the
Trustees, solely in each such Person’s capacity as Administrator of the Trust and not in such
Person’s individual capacity, or such Administrator’s successor in interest in such capacity, or
any successor appointed as herein provided.




          “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.




          “Aggregate Majority Certificateholders” shall mean, as of any date of determination,
with respect to all Trusts then established and in effect, the Holders of more than an aggregate
50% Percentage Interest of all of the related Trust Certificates for each Trust established and in
effect.




          “Asset” shall mean Record Title of a Loan (as indicated in the related Asset Transfer
Notice) to be transferred to a Trust pursuant to an Asset Transfer Notice in accordance herewith.




          “Asset Transfer Notice” shall mean, with respect to any Assets to be transferred to a
Trust, the related notice in substantially the form attached as Exhibit D.




          “Beneficial Title” shall mean any right, title, interest, claim or share (other than
Record Title) in a Loan.




          “Benefit Plan Investor” shall have the meaning assigned to such term in
Section 3.10(b) hereof.




          “Business Day” shall mean a day other than a day on which banking institutions in
California, New York or Delaware are authorized or permitted to be closed.




          “Certificate of Trust” shall mean a Certificate of Trust in the form of
Exhibit B hereto to be filed for each Trust pursuant to Section 3810(a) of the Statutory
Trust Statute.




          “Certificate Register” and “Certificate Registrar” shall mean the register
mentioned and the registrar appointed pursuant to Section 3.4 hereof.




          “Certificateholder” or “Holder” shall mean a Person in whose name a Trust
Certificate is registered in the Certificate Register.




          “Closing Date” shall mean for each Trust, the date on which the related Trust
Certificates shall be executed and authenticated.




2









 








          “Code” shall mean the Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder.




          “Corporate Trust Office” shall mean, with respect to the Certificate Trustee, the
principal corporate trust office of the Certificate Trustee, located at Deutsche Bank National
Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust
Administration – FM0801, telecopy number (714) 247-6478, telephone number (714) 247-6000; and with
respect to Delaware Trustee, the principal trust office of Delaware Trustee located at Deutsche
Bank Trust Company Delaware, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805, Attention:
Corporate Trust Administration, telecopy number (302) 636-3399, telephone number: (302) 636-3392;
or at such other address as the respective Trustee may designate by notice to the Owners and the
Depositors, or the principal corporate trust office of any successor Trustee (the address (which,
in the case of Delaware Trustee, shall be in the State of Delaware) of which the successor Trustee
will notify the Owners and the Depositors).




          “Custodial Agreement” shall mean any agreement between a Depositor (or its subsidiary
or Affiliate) and a Custodian providing for the possession of documents evidencing the related
Assets on behalf of the Trust. Notwithstanding any other provision of this Master Trust Agreement,
the Trustees shall have no responsibility for the selection of the Custodian nor for its
performance under the applicable Custodial Agreement.




          “Custodian” shall mean the document custodian under the applicable Custodial
Agreement.




          “Depositor” shall have the meaning set forth in the preamble hereto.




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




          “Expenses” shall have the meaning assigned to such term in Section 8.2 hereof.




          “Forbearance Agreement” shall mean (i) that certain First Amended and Restated
Forbearance Agreement and Amendment to Credit Agreements, dated as of December 19, 2008, by and
among the borrowers listed on the signature pages thereto, Franklin, Franklin Credit Asset
Corporation, Franklin Credit Holding Corporation and The Huntington National Bank
(“Huntington”), as the same may be amended, restated, supplemented or otherwise modified
from time to time and (ii) that certain First Amended and Restated Tribeca Forbearance Agreement
and Amendment to Credit Agreements, dated as of December 19, 2008, by and among the borrowers
listed on the signature pages thereto, Tribeca Lending Corp., Franklin, Franklin Credit Holding
Corporation and Huntington, as the same may be amended, restated, supplemented or otherwise
modified from time to time.




          “Indemnified Party” shall have the meaning assigned to such term in Section 8.2
hereof.




3









 








          “Loan” shall mean a residential or commercial mortgage loan or a mortgage-related
receivable.




          “Loan Facility Document” shall mean any document relating to any loan facility entered
into between Huntington or any of its Affiliates on the one hand and any Depositor or any of its
respective Affiliates on the other hand relating to the Forbearance Agreement.




          “Majority Certificateholders” shall mean, with respect to any Trust, the Holders of
more than an aggregate 50% Percentage Interest of the related Trust Certificates.




          “Master Trust Agreement” shall mean this Master Trust Agreement, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.




          “Moody’s” shall mean Moody’s Investors Service, Inc., and any successor thereto.




          “Non-U.S. Person” shall mean a person other than a “U.S. Person.”




          “Organization” shall mean any corporation, partnership, joint venture or enterprise,
limited liability corporation, unincorporated association, trust, estate, governmental entity or
other entity or organization and shall include the successor (by merger or otherwise) of any entity
or organization.




          “Owner” shall mean each Holder of a Trust Certificate.




          “Percentage Interest” with respect to each Trust Certificate, the percentage indicated
on the face thereof.




          “Person” shall mean a natural person or an Organization.




          “Prospective Owner” shall have the meaning set forth in Section 3.10(a) hereof.




          “Record Date” shall mean the 15th calendar day of each month, or if such
15th day is not a Business Day, the immediately preceding Business Day.




          “Record Title” shall mean, with respect to a Loan, the instrument that is evidence of
ownership shown (or to be shown) on the public record.




          “Related Trust Documents” shall mean, with respect to any Trust, collectively, this
Master Trust Agreement, the related Trust Certificates and any related Custodial Agreement.




          “Secretary of State” shall mean the Secretary of State of the State of Delaware.




          “Securities Act” shall mean the Securities Act of 1933, as amended.




          “Security Agreement and Guaranty” shall mean those certain (i) security agreements and
(ii) guaranties, each dated as of December 19, 2008, by and among Huntington



4









 






and each Trust created pursuant to this Master Trust Agreement, as amended, restated
supplemented or otherwise modified from time to time.




          “Servicer” shall mean the party that services or collects an Asset.




          “S&P” shall mean Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and any successor thereto.




          “Statutory Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code § 3801 et seq., as the same may be amended from time to time.




          “Transfer Date” shall mean, with respect to an Asset, the date on which it is
transferred to a Trust, as specified in the related Trust Certificate.




          “Transferred Assets” shall mean, for each Trust, the Assets transferred to the Trust
on the related Transfer Date and listed on Schedule 1 attached to each related Trust Certificate
and the Depositor’s rights under the Related Trust Documents.




          “Treasury Regulations” shall mean regulations, including proposed or temporary
regulations, promulgated under the Code. References herein to specific provisions of proposed or
temporary regulations shall include analogous provisions of final Treasury Regulations or other
successor Treasury Regulations.




          “Trust” shall mean one or more of the Delaware statutory trusts created by this Master
Trust Agreement and the related Trust Certificates.




          “Trust Certificate” shall mean any trust certificate evidencing a beneficial ownership
interest in the related Trust, signed by the Certificate Trustee in the name and on behalf of such
Trust and authenticated by the Certificate Trustee, in substantially the form annexed hereto as
Exhibit A, with the blanks therein appropriately completed.




          “Trustee” shall mean the Certificate Trustee or the Delaware Trustee (severally and
not jointly), as the context may require, and any successor trustees hereunder.




          “Trust Estate” shall mean, with respect to any Trust and as of any date, the
Transferred Assets contributed to and held by such Trust pursuant to the applicable Asset Transfer
Notice(s) as of such date.




          “Trust Officer” shall mean, with respect to each Trustee, any managing director,
director, associate, principal, vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer, authorized signer or any other officer of such Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, and other officer to whom such
matter is referred because of his knowledge of and familiarity with the particular subject.




          “Trustee Fees and Expenses” shall mean fees and expenses payable or reimbursable to
each of the Trustees in their respective individual capacities, including, without



5









 






limitation, fees payable by the Trust to the custodian under any Custodial Agreement (if
applicable), and fees and expenses payable pursuant to Sections 8.1 and 8.2.




          “U.S. Person” shall mean a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the United States or any
state thereof or the District of Columbia (except, in the case of a partnership, to the extent
provided in Treasury Regulations issued pursuant to the authority granted in Section 7701(a)(4) of
the Code) or an estate whose income is subject to United States federal income tax regardless of
its source, or a trust if a court within the United States is able to exercise primary supervision
over the administration of the trust and one or more United States persons have the authority to
control all substantial decisions of the trust. The term “United States” shall have the meaning
set forth in Section 7701 of the Code.




          SECTION 1.2 Other Definitional Provisions.




          (a) All terms defined in this Master Trust Agreement shall have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto unless otherwise defined
therein.




          (b) As used in this Master Trust Agreement and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this Master Trust Agreement
or in any such certificate or other document, and accounting terms partly defined in this Master
Trust Agreement or in any such certificate or other document to the extent not defined, shall have
the respective meanings given to them under generally accepted accounting principles. To the
extent that the definitions of accounting terms in this Master Trust Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Master Trust Agreement or in any
such certificate or other document shall control.




          (c) The words “hereof”, “herein”, “hereunder” and words of similar import when used in this
Master Trust Agreement shall refer to this Master Trust Agreement as a whole and not to any
particular provision of this Master Trust Agreement; Section and Exhibit references contained in
this Master Trust Agreement are references to Sections and Exhibits in or to this Master Trust
Agreement unless otherwise specified; and the term “including” and its variations shall be deemed
to be followed by “without limitation”.




          (d) The definitions contained in this Master Trust Agreement are applicable to the singular as
well as the plural forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.




          (e) Any agreement, instrument or statute defined or referred to herein or in any instrument or
certificate delivered in connection herewith means such agreement, instrument or statute as from
time to time amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein; references
to a Person are also to its permitted successors and assigns.




          (f) The words “Trustees” shall be deemed to include the words “and/or either of them” unless
the context otherwise requires.




6









 








ARTICLE II




ORGANIZATION




          SECTION 2.1 Trust Business. Each Trust created hereunder in which Franklin is the
Depositor shall be known as “[FRANKLIN CREDIT TRUST SERIES] [ROMAN NUMERIC IDENTIFIER]”. Each
Trust created hereunder in which Tribeca is the Depositor shall be known as “[TRIBECA LENDING TRUST
SERIES] [ROMAN NUMERIC IDENTIFIER]”. The Trustees (severally and not jointly) each shall have power
and authority, and each is hereby authorized and empowered to, on behalf of each Trust, conduct the
business of the Trust, make and execute contracts and other instruments, and sue and be sued, in
each case, as provided in this Master Trust Agreement. The Administrators shall have only those
ministerial duties set forth herein with respect to accomplishing the purposes of the Trust and are
not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The Trustees
shall have the right, but shall not be obligated, to perform those duties assigned to the
Administrators.




          SECTION 2.2 Office. The office of each Trust shall be in care of Delaware Trustee at
its Corporate Trust Office or at such other address in Delaware as Delaware Trustee may designate
by written notice to the Owners and the Depositors.




          SECTION 2.3 Purposes and Powers. The purpose of each Trust is and each Trust shall
have power and authority, and is hereby authorized and empowered, without the need for further
action on the part of such Trust,




          (a) in the name and on behalf of the Trust, to do or cause to be done all acts and things as
may be necessary, appropriate, or convenient to cause the Trust, from time to time, to engage in
the following activities:





               1. [reserved];




               2. to receive and hold the Trust Estate and any proceeds thereof (if any and to the
extent received) and to hold and deliver to the Owners or their designees any portion (or
all) of the Trust Estate and any proceeds thereof (if any and to the extent received)
pursuant to and in accordance with the terms of this Master Trust Agreement;




               3. to engage in such other activities as may be required in connection with
conservation of the Trust Estate;




               4. to issue the Trust Certificates in exchange for the related Assets pursuant to this
Master Trust Agreement;




               5. to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to
the Security Agreement and Guaranty and to hold and deliver to the Owners pursuant to the
terms of this Master Trust Agreement any portion of the Trust Estate released from the lien
of, and remitted to the Trust pursuant to, the Security Agreement and Guaranty;



7









 






               6. to enter into, execute, deliver and perform the Trust’s obligations under the
Related Trust Documents and Security Agreement and Guaranty to which it is a party; and




               7. to engage in those activities, including entering into, executing, delivering, and
performing its obligations under the Related Trust Documents, the Security Agreement and
Guaranty and such other agreements, documents and other writings that are necessary,
suitable or convenient to accomplish the foregoing or are incidental thereto or connected
therewith.



          (b) in the name and on behalf of each Trust to do or cause to be done any act or thing
contemplated by this Section 2.3(b), to do or cause to be done all acts and things determined by
the Administrators to be necessary, appropriate, or convenient in exercising the authority, express
or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this
Master Trust Agreement, and to perform all acts in furtherance thereof, including the following:





               1. to sell or dispose of the related Trust Estate in whole or in part at the written
direction of the related Majority Certificateholders; and




               2. to engage, solely at the written direction of the Majority Certificateholders, in
those activities, including entering into, executing, delivering, and performing its
obligations under, agreements, documents and other writings that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected therewith.



          (c) each Trust is hereby authorized to engage in the activities specified in Section 2.3(a)
and Section 2.3(b) hereof. No Trust shall engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Master Trust Agreement or
the other Related Trust Documents. The Administrators shall have the power and authority to direct
the Trustees to perform any act authorized in this Section 2.3. The Trustees shall have no
obligation to monitor any activities of the Depositors.




          SECTION 2.4 Appointment of Trustees; Authority. Each Depositor hereby appoints the
Trustees as trustees of each Trust effective as of the related Closing Date for each Trust, to have
all the rights, powers, authority, authorization and duties set forth herein.




          SECTION 2.5 Transfer of Transferred Assets to Trust Estate. A Depositor may, from
time to time, following the initial Acquisition Date for such Trust, deposit, cause to be deposited
or otherwise convey Assets to the Trust pursuant to an Asset Transfer Notice. Prior to the initial
Acquisition Date for each Trust, a Depositor shall instruct (a) the Delaware Trustee to prepare
each Certificate of Trust and (b) the Trustees in writing to (i) execute each Certificate of Trust,
(ii) file such Certificate of Trust for such Trust and (iii) provide the related Depositor with a
filed stamped copy of such Certificate of Trust along with a good standing certificate issued by
the Delaware Secretary of State’s Office. On each Acquisition Date, the Depositor hereby grants,
transfers, conveys and assigns to the Trust (i) the Assets set forth on the related Asset Transfer
Notice free and clear of all liens other than liens in favor of



8









 






Huntington in existence on such Acquisition Date and (ii) all of its rights under the related
Custodial Agreement with respect to the Assets. At least two (2) Business Days prior to each such
Acquisition Date (or such shorter period of time as shall be acceptable to the Certificate
Trustee), the related Depositor shall deliver an Asset Transfer Notice to the Certificate Trustee
(with a copy to the Holders) identifying such Assets to be transferred to the Trust, and such other
information as may be required for the proper administration of the Trust by the Certificate
Trustee. The Certificate Trustee may conclusively rely on the related Asset Transfer Notice and
shall have no duty to verify or independently determine the accuracy of the information received by
it with respect to the Transferred Assets and their proceeds. The Certificate Trustee shall
maintain a record of the Assets in accordance with its usual and customary procedures. Such
transfer of Transferred Assets will be effected by delivery by or on behalf of the related
Depositor of the documents evidencing the Transferred Assets to the Custodian on behalf of the
Trust. The related Depositor shall pay reasonable organizational expenses of the Trust as they may
arise or shall, upon the request of a Trustee, promptly reimburse such Trustee in its individual
capacity for any such expenses paid by such Trustee in its individual capacity.




          SECTION 2.6 Release of Transferred Assets from Trust Estate. With respect to any
Trust, 100% of the Holders of such Trust may, at any time, request the release of certain (or all)
Transferred Assets from such Trust to each of the related Owners’ designee as identified in a
writing substantially in the form of Exhibit E hereto (the “Release Notice”), by
providing the Certificate Trustee and the Custodian with such Release Notice. Upon receipt of such
Release Notice, the Custodian on behalf of the Certificate Trustee shall release the requested
Transferred Assets from the Trust as set forth in the related Release Notice.




          SECTION 2.7 Declaration of Trust. The Certificate Trustee hereby declares that it
will hold the Trust Estate for each Trust in trust upon and subject to the conditions set forth
herein for the use and benefit of the related Owners; provided, however, that it is
understood and agreed that the Custodian shall take physical possession of the Assets for each
Trust on behalf of the Certificate Trustee for the benefit of the related Owners. It is the
intention of the parties hereto that each Trust constitute a statutory trust under the Statutory
Trust Statute and that an executed counterpart of this Master Trust Agreement, together with
executed Trust Certificates, shall constitute the governing instrument of such statutory trust.
Effective as of the date hereof, each Trustee shall have all rights, powers and authority set forth
herein and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to
accomplishing the purposes of each Trust.




          SECTION 2.8 Title to Trust Property.




          (a) Title to the Trust Estate with respect to a Trust shall be vested at all times in such
Trust as a separate legal entity except where applicable law in any jurisdiction requires title to
any part of such Trust Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Certificate Trustee and/or a separate trustee, as the case may be.




          (b) The Owners of any Trust, in their capacity as such, shall not have title to any part of
any Trust Estate. No transfer by operation of law or otherwise of any interest of the Owners shall
operate to terminate this Master Trust Agreement or the Trusts hereunder or entitle any transferee
to an accounting or to the transfer to it of any part of any Trust Estate.




9









 








          (c) Each of the Depositor and the Administrators shall take all commercially reasonable steps
to ensure that legal title to the Trust Estate shall not be vested in the name of a Trustee unless
such recordation is required by applicable law and/or the related county recorder or otherwise
agreed to by the related Trustee.




          SECTION 2.9 Situs of Trust. Each Trust will be located in the State of Delaware. No
Trust shall have any employees; provided, however, that nothing herein shall
restrict or prohibit the Trustees from having employees within or without the State of Delaware.
Payments will be received by each Trust only in Delaware or New York. The principal office of each
Trust will be at Delaware Trustee’s Corporate Trust Office in Delaware. Each Trust will also have
an office at the Corporate Trust Office of the Certificate Trustee.




          SECTION 2.10 Representations and Warranties of the Depositors.



Each Depositor hereby represents and warrants to the Trustees and the Owners that:




          (a) The Depositor has the power and authority to execute and deliver this Master Trust
Agreement and each other Related Trust Document to which it is a party and to carry out its
respective terms; each Depositor has full power and authority to sell and assign the property to be
sold and assigned to and deposited with the Trust and such Depositor has duly authorized such sale
and assignment and deposit to the Trust by all necessary corporate action; and the execution,
delivery and performance of this Master Trust Agreement and each other Related Trust Document to
which it is a party have been duly authorized by such Depositor by all necessary action of a
corporation.




          (b) No Asset in any Trust is (a)(1) subject to the provisions of the Homeownership and Equity
Protection Act of 1994 as amended (“HOEPA”) or (2) has an annual percentage rate
(“APR”) or total points and fees that are equal to or exceeds the HOEPA thresholds (as
defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered” mortgage
loan, “high risk home” mortgage loan, or “predatory” mortgage loan or any other comparable term, no
matter how defined under any federal, state or local law, (c) subject to any comparable federal,
state or local statutes or regulations, or any other statute or regulation providing for assignee
liability to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E).




          (c) The Assets that the Depositor will grant, transfer, convey and assign to the Trust are
free and clear of all liens other than liens in favor of Huntington in existence on the related
Acquisition Date.




          SECTION 2.11 The Delaware Trustee. For each Trust,




          (a) Deutsche Bank Trust Company Delaware (the “Delaware Trustee”) is appointed to
serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the
requirement of Section 3807(a) of the Statutory Trust Statute that the Trust have at least one
trustee with a principal place of business in the State of Delaware. It is understood and agreed
by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the
Certificate Trustee.




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          (b) Notwithstanding any other provision of this Master Trust Agreement or any other Related
Trust Documents, the duties of the Delaware Trustee shall be limited to (i) executing the
Certificate of Trust (and filing the Certificate of Trust requested pursuant to Section 2.5) and
any other document or instrument requiring the Delaware Trustee’s signature as required under this
Master Trust Agreement, (ii) accepting legal process served on the Trust in the State of Delaware
and (iii) executing certificates required to be filed with the Delaware Secretary of State which
the Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Statute. The
Delaware Trustee shall have no liability for the acts or omissions of the Certificate Trustee.
The Delaware Trustee shall be entitled to all of the same rights, protections indemnities and
immunities under this Master Trust Agreement and with respect to the Trust as the Certificate
Trustee. No amendment or waiver of any provision of this Master Trust Agreement which adversely
affects the Delaware Trustee shall be effective against it without its prior written consent.




          SECTION 2.12 Creation of Trusts. A Depositor shall provide written direction to the
Trustees in accordance with Section 2.5 for the creation of a Trust (which direction shall include
the name of such Trust to be formed and that such Trust shall be governed by the Master Trust
Agreement). The Trustees may rely conclusively on any direction, consent, notice or other writing
furnished to it by any of the respective Depositors that is not inconsistent with the terms of this
Master Trust Agreement. Each of the Depositors agree to not provide any direction, consent, notice
or other writing which is inconsistent with the terms and provisions of this Master Trust
Agreement. In addition, any such written instructions provided to the Trustees by a Depositor in
accordance with this Agreement shall be deemed to be provided by the appropriate Depositor.




          SECTION 2.13 Liability of Owners. The Owners shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for profit organized under
the general corporation law of the State of Delaware.




ARTICLE III




TRUST CERTIFICATES AND TRANSFER OF INTERESTS




          SECTION 3.1 Initial Ownership. Upon the formation of a Trust and until the issuance
of the related Trust Certificates, the related Depositor shall be the beneficial owner of such
Trust. The Owners of each Trust shall have recourse only to the Transferred Assets for such Trust.
Separate and distinct records shall be maintained by each Trust and the assets of each Trust shall
be accounted for in such separate and distinct records by the Trust separately from the assets of
any other Trust created hereunder.




          SECTION 3.2 The Trust Certificates. The Trust Certificates shall not be issued with a
principal amount. The Trust Certificates shall be executed on behalf of each Trust by manual or
facsimile signature of a Trust Officer of the Certificate Trustee. Trust Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the related Trust, shall be valid and binding
obligations of such Trust, notwithstanding that such individuals or any of them shall



11









 






have ceased to be so authorized prior to the authentication and delivery of such Trust
Certificates or did not hold such offices at the date of authentication and delivery of such Trust
Certificates.




          A transferee of a Trust Certificate shall become an Owner, and shall be entitled to the rights
and subject to the obligations of an Owner hereunder, and shall be bound by this Master Trust
Agreement and such Trust Certificate upon such transferee’s acceptance of such Trust Certificate
duly registered in such transferee’s name pursuant to Section 3.4 hereof.




          SECTION 3.3 Execution, Authentication and Delivery of Trust Certificates. On the
Closing Date for each Trust, the Trust shall issue Trust Certificates representing in the aggregate
100% of the Percentage Interests of such Trust which shall be executed by the Certificate Trustee
on behalf of the Trust, authenticated by the Certificate Trustee in accordance with this Master
Trust Agreement, and delivered to or upon the written order of the related Depositor, in authorized
denominations of five percent (5%) or greater of the Percentage Interests of the related Trust. No
Trust Certificate shall entitle its Holder to any benefit under this Master Trust Agreement, or
shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate
of authentication substantially in the form set forth in Exhibit A hereto, executed by the
Certificate Trustee by manual signature; such authentication shall constitute conclusive evidence
that such Trust Certificate shall have been duly and validly authorized, issued, authenticated and
delivered hereunder. All Trust Certificates shall be dated the date of their authentication and
shall be issued in definitive, fully registered form.




          SECTION 3.4 Registration of Transfer and Exchange of Trust Certificates. The
Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant
to Section 3.8 hereof, a Certificate Register in which, subject to such reasonable regulations as
it may prescribe, the Certificate Registrar shall provide for the registration of Trust
Certificates and of transfers and exchanges of Trust Certificates as herein provided. No transfer
of any Trust Certificate shall be valid, and no transfer of any Trust Certificate shall be
recognized by the Certificate Registrar, unless and until such Trust Certificate has been
surrendered to the office designated by the Certificate Registrar, and (i) a new Trust Certificate
has been issued to the transferee or (ii) such transfer has been recorded in the Certificate
Register. The Certificate Trustee is hereby appointed the initial Certificate Registrar, and the
Certificate Trustee hereby accepts such appointment.




          Upon surrender for registration of transfer of any Trust Certificate at the office or agency
maintained pursuant to Section 3.8 hereof, the Certificate Trustee shall execute, authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Trust
Certificates with the same aggregate Percentage Interest, dated the date of authentication by the
Certificate Trustee or any authenticating agent.




          Every Trust Certificate presented or surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee and
the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing.
In addition, each Trust Certificate presented or surrendered for registration of transfer must be
accompanied by (i) a letter from the Prospective Owner certifying as to the representations set
forth in Sections 3.10(a) and (ii) a letter as required by Section 3.10(b) hereof. Each Trust
Certificate surrendered for registration of transfer or exchange shall be canceled and



12









 






disposed of by the Certificate Registrar in accordance with its customary practice.
Notwithstanding anything contained herein or elsewhere to the contrary: each of the Certificate
Trustee, the Delaware Trustee and the Certificate Registrar shall not be personally responsible, or
have any personal liability, for ascertaining whether any transfer complies with securities or
“blue sky” laws, ERISA, or the Investment Company Act; and in determining whether the conditions
set forth in this Article III have been satisfied with respect to a transfer of a Trust
Certificate, each of the Certificate Trustee, the Delaware Trustee and the Certificate Registrar
shall be entitled to conclusively rely on the certifications contained in the letters referenced in
clauses (i) and (ii) of this paragraph, and shall have no personal obligation to investigate the
truth and correctness thereof.




          A Holder may pledge all of its interest in a Trust Certificate without the consent of the
Depositors or the Trustees or delivery of the items specified in clauses (i) and (ii) of the
immediately preceding paragraph; provided, however, that such Holder shall deliver the items
specified in clauses (i) and (ii) of the immediately preceding paragraph if the related pledgee
forecloses on such Trust Certificate.




          No service charge shall be made for any registration of transfer or exchange of Trust
Certificates, but the Certificate Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Trust Certificates.




          The Certificate Registrar shall not make any transfer or re-registration of the Trust
Certificates if, after such transfer or re-registration, there would be more than five
Certificateholders with respect to each Trust.




          SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Trust Certificates. If (a) any
mutilated Trust Certificate shall be surrendered to the Certificate Registrar, or if the
Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft
of any Trust Certificate and (b) there shall be delivered to the Certificate Registrar and the
Trustees (in their respective individual capacities) such security or indemnity as may be required
by them to defend and save each of them harmless, then in the absence of notice that such Trust
Certificate shall have been acquired by a protected purchaser, the Certificate Trustee on behalf of
the Trust shall execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and
denomination. In connection with the issuance of any new Trust Certificate under this Section, the
Certificate Trustee or the Certificate Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection therewith. Any
duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust
Certificate shall be found at any time.




          SECTION 3.6 Persons Deemed Owners. Prior to due presentation of a Trust Certificate
for registration of transfer or exchange, each of the Trustees and the Certificate Registrar may
treat the Person in whose name any Trust Certificate shall be registered in the Certificate
Register as the owner of such Trust Certificate for all purposes whatsoever contained



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hereunder, and none of the Trustees or the Certificate Registrar shall be bound by any notice
to the contrary.




          SECTION 3.7 Access to List of Owners’ Names and Addresses. With respect to each
Trust, the Certificate Registrar shall furnish or cause to be furnished to the related Majority
Certificateholders, within five (5) Business Days after receipt by Certificate Registrar of a
request therefor from the related Majority Certificateholders in writing, a list, in such form as
the related Majority Certificateholders may reasonably require, of the names and addresses of the
Holders as of the most recent Record Date of such Trust. If a Certificateholder applies in writing
to the Certificate Registrar, and such application states the applicant’s desire to communicate
with other Certificateholders of such Trust with respect to their rights under this Master Trust
Agreement or under the Trust Certificates and such application is accompanied by a copy of the
communication that such applicant proposes to transmit, then the Certificate Registrar shall,
within five (5) Business Days after the receipt of such application, afford such applicant access
during normal business hours to the current list of Certificateholders. Each Holder, by receiving
and holding a Trust Certificate, shall be deemed to have agreed not to hold any Depositor, the
Certificate Registrar or either Trustee personally accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was derived.




          SECTION 3.8 Maintenance of Office or Agency. The Certificate Trustee shall maintain
an office or offices or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Certificate
Trustee in respect of the Trust Certificates and the Related Trust Documents may be served. The
Certificate Trustee initially designates Deutsche Bank National Trust Company c/o DB Services
Tennessee, located at 648 Grassmere Park Road, Nashville, Tennessee 37211-3658 as its principal
corporate trust office for such purposes. The Certificate Trustee shall give prompt written notice
to the Certificateholders of any change in the location of the Certificate Register or any such
office or agency.





          SECTION 3.9  [Reserved]




          
SECTION 3.10  Restrictions on Transfer of Trust Certificates.




          (a) Each prospective purchaser and any subsequent transferee of a Trust Certificate other than
a Depositor or Huntington (or their respective subsidiary or Affiliate as identified to the
Certificate Trustee in writing) (each, a “Prospective Owner”), shall deliver to the
Certificate Registrar a transferee letter substantially in the form of Exhibit C hereto, in
which it shall, among other things, represent and warrant, in writing, to the Trustees and the
Certificate Registrar and any of their respective successors that:





               1. Such Person is (A) a “qualified institutional buyer” as defined in Rule 144A under
the Securities Act, and is aware that the seller of the Trust Certificate may be relying on
the exemption from the registration requirements of the Securities Act provided by Rule 144A
and is acquiring such Trust Certificate for its own account or for the account of one or
more qualified institutional buyers for whom it is authorized to act or (B) an institutional
“accredited investor” within the meaning of subparagraph (a)(1),



14









 






(2), (3) or (7) of Rule 501 under the Securities Act (an “Institutional Accredited
Investor”) that is acquiring such Trust Certificates for its own account, or for the
account of such an Institutional Accredited Investor, for investment purposes and not with a
view to, or for offer or sale in connection with any distribution in violation of the
Securities Act.




               2. Such Person understands that the Trust Certificates have not been and will not be
registered under the Securities Act and may be offered, sold or otherwise transferred only
to a person whom the seller reasonably believes is (A) a qualified institutional buyer or
(B) an Institutional Accredited Investor, and in accordance with any applicable securities
laws of any state of the United States.




               3. Such Person understands that the Trust Certificates bear a legend to the following
effect:



“THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAWS. THIS TRUST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR
OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT IN A TRANSACTION THAT IS
REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS
TRUST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS. TRANSFERS OF THE INTEREST IN
THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN
SECTION 3.4 OF THE MASTER TRUST AGREEMENT. ANY TRANSFER NOT IN COMPLIANCE WITH SUCH
RESTRICTIONS SHALL BE VOID AB INITIO.”




               4. Such Person shall comply with the provisions of Section 3.10(b) hereof, as
applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition
of such Trust Certificate.




          (b) Each Prospective Owner, other than a Depositor or Huntington (or their respective
subsidiary or Affiliate as identified to the Certificate Trustee in writing), shall represent and
warrant, in writing, to the Trustees and the Certificate Registrar and any of their respective
successors that the Prospective Owner is not (A) an “employee benefit plan” within the meaning of
Section 3(3) of ERISA, or (B) a “plan” within the meaning of Section 4975(e)(1) of the Code or (C)
an entity, including an insurance company separate account or general account, whose underlying
assets include plan assets by reason of a plan’s investment in the



15









 






entity (each, a “Benefit Plan Investor”) and is not directly or indirectly purchasing
such Trust Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee
of, or with the assets of a Benefit Plan Investor.




          (c) The Trust Certificates may not be acquired by or for the account of (i) an employee
benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of
ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying
assets include plan assets by reason of a plan’s investment in the entity (each, a “Benefit
Plan”). By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to
have represented and warranted that it is not a Benefit Plan.




ARTICLE IV




ACTIONS BY TRUSTEES




          SECTION 4.1 Prior Notice to Majority Certificateholders with Respect to Certain Matters;
Covenants.




          (a) With respect to each Trust and with respect to the following matters, the Trust shall not
take any action, and the related Majority Certificateholders shall not direct the Trustees to take
any action, unless at least ten (10) calendar days before the taking of such action, the Trustees
shall have notified the related Certificateholders in writing of the proposed action and, prior to
the 10th day after such notice is given, the related Majority Certificateholders shall
not have notified the Trustees in writing that such Majority Certificateholders have withheld
consent or such Majority Certificateholders have provided alternative direction:





	 	1.	 	the initiation of any claim or lawsuit by the
Trust (except claims or lawsuits brought in connection with the
collection of the Assets) and the compromise of any action, claim or
lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection of the Assets
including third party lawsuits by the mortgagors);
	 
	 	2.	 	the election by the Trust to file an amendment
to the Certificate of Trust (unless such amendment is required to be
filed under the Statutory Trust Statute);
	 
	 	3.	 	subject to Section 11.1, the amendment or other
change to any Related Trust Document;
	 
	 	4.	 	the appointment pursuant to this Master Trust
Agreement of a successor Certificate Registrar, or the consent to the
assignment by the Certificate Registrar of its obligations under this
Master Trust Agreement;
	 
	 	5.	 	the consent to the calling or waiver of any
default of any Related Trust Document;




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	 	6.	 	[Reserved];
	 
	 	7.	 	except as provided in Article IX hereof, the
dissolution, termination or liquidation of the Trust in whole or in
part;
	 
	 	8.	 	the performance of any act that conflicts with
the Security Agreement and Guaranty or any other Related Trust
Document;
	 
	 	9.	 	the performance of any act which would make it
impossible to carry on the ordinary business of the Trust;
	 
	 	10.	 	confession of a judgment against the Trust;
	 
	 	11.	 	the possession of Trust assets, or assignment
of the Trust’s right to property, for other than a Trust purpose; or
	 
	 	12.	 	change the Trust’s purpose and powers from
those set forth in this Master Trust Agreement.





          (b) Each Trust agrees to abide by the following restrictions, except as otherwise contemplated
by the Security Agreement and Guaranty:





	 	1.	 	the Trust shall not incur any indebtedness;
	 
	 	2.	 	the Trust shall not engage in any dissolution,
liquidation, consolidation, merger or sale of assets; and
	 
	 	3.	 	the Trust shall not form, or cause to be
formed, any subsidiaries and shall not own or acquire any asset other
than the related Transferred Assets.





          (c) Each Trust shall, except as otherwise contemplated by (i) the Related Trust Documents and
related documentation and (ii) the Security Agreement and Guaranty:





	 	1.	 	maintain books and records separate from any
other person or entity;
	 
	 	2.	 	maintain its bank accounts separate from any
other person or entity;
	 
	 	3.	 	not commingle its assets with those of any
other person or entity;
	 
	 	4.	 	conduct its own business in its own name;
	 
	 	5.	 	pay its own liabilities and expenses only out
of its own funds;
	 
	 	6.	 	observe all formalities required under the
Statutory Trust Statute;




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	 	7.	 	not guarantee or become obligated for the debts
of any other entity or person;
	 
	 	8.	 	not hold out its credit as being available to
satisfy the obligation of any other person or entity;
	 
	 	9.	 	not acquire the obligations or securities of
its Affiliates or either Depositor;
	 
	 	10.	 	not make loans to any other person or entity or
buy or hold evidence of indebtedness issued by any other person or
entity;
	 
	 	11.	 	not pledge its assets for the benefit of any
other person or entity;
	 
	 	12.	 	hold itself out as a separate entity from the
Depositors and not conduct any business in the name of either
Depositor;
	 
	 	13.	 	correct any known misunderstanding regarding
its separate identity; and
	 
	 	14.	 	not identify itself as a division of any other
person or entity.





          With respect to each Trust, the Trustees shall not have the power, except upon the written
direction of the related Majority Certificateholders, and to the extent otherwise consistent with
the Related Trust Documents, to (i) institute proceedings to have the Trust declared or adjudicated
as bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings
against the Trust, (iii) file a petition or consent to a petition seeking reorganization or relief
on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (iv)
consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any
similar official) of the Trust or a substantial portion of the property of the Trust, (v) make any
assignment for the benefit of the Trust’s creditors, (vi) cause the Trust to admit in writing its
inability to pay its debts generally as they become due or (vii) take any action, or cause the
Trust to take any action, in furtherance of any of the foregoing (any of the above, a
“Bankruptcy Action”).




          SECTION 4.2 Reserved.




          SECTION 4.3 Restrictions on Owners’ Power. With respect to each Trust, the Owners
shall not direct the Trustee to take or refrain from taking any action if such action or inaction
would be contrary to any obligation of the Trust or the Trustees, including their individual
capacities, under this Master Trust Agreement or any of the other Related Trust Documents or would
be contrary to Section 2.3 hereof nor shall the Trustees be obligated to follow any such direction,
if given.




          SECTION 4.4 Majority Control. Except as expressly provided herein, any action that
may be taken by the Owners under this Master Trust Agreement, with respect to any Trust, may be
taken by the related Majority Certificateholders. Except as expressly provided herein, any written
notice of the Owners delivered pursuant to this Master Trust Agreement, with



18









 






respect to any Trust, shall be effective if signed by the related Majority Certificateholders
at the time of the delivery of such notice.




ARTICLE V




CERTAIN DUTIES




          SECTION 5.1 Reimbursement of Trustee Fees.




          If monies are owed to either of the Trustees, the applicable Depositor shall pay the
Certificate Trustee for distribution to the appropriate entity, all amounts which are due and owing
within ten (10) calendar days of presentation of an invoice therefor. Further, if the applicable
Depositor does not pay the Certificate Trustee all such amounts (including pursuant to Sections 8.1
and 8.2 hereof), the Certificate Trustee shall be entitled to seek and obtain payment of such
unpaid amounts from the related Assets (or proceeds thereof) held by the Owner.





          SECTION 5.2  Reserved




          SECTION 5.3  Reserved




          SECTION 5.4 Federal Information Returns and Reports to Certificateholders; Trust
Administration.




          The Trustee of each Trust covenants and agrees that it shall perform its obligations hereunder
in a manner so as to maintain the status of the Trust for federal income tax purposes as either a
disregarded entity (if the Trust has a single owner for federal income tax purposes) or a
partnership (if the Trust has more than one owner for federal income tax purposes) and not as an
association taxable as a corporation, a publicly traded partnership, or a taxable mortgage pool,
and to prevent the imposition of any federal, state or local income or other tax on the Trust. The
Trustees shall not be responsible for the preparation, signature or filing of any income tax filing
to be made by or on behalf of any Trust; provided however, that if the Trust is a partnership for
federal income tax purposes, the Certificate Trustee shall be required to prepare and file
partnership tax returns in respect of such partnership so long as it receives additional reasonable
compensation (not to exceed $10,000 per year) for the preparation of such filings, written
notification from an Owner recognizing the creation of a partnership agreement or comparable
documentation evidencing the partnership, if any. By acceptance of a Trust Certificate, each Owner
agrees to reasonably cooperate with the Certificate Trustee, to provide all information reasonably
requested by the Certificate Trustee (solely to the extent that the Certificate Trustee does not
possess such information) no later than thirty (30) Business Days after its request, and to provide
all information required by applicable law (solely to the extent that the Certificate Trustee does
not possess such information) so as to enable the Certificate Trustee to prepare and file such
returns on a timely basis. The Certificate Trustee shall have no liability to any
Certificateholder or to any other Person for the failure by an Owner to comply with this provision.




          SECTION 5.5 Administrators. Each Administrator shall be a U.S. Person. Each of the
Certificate Trustee and the Delaware Trustee shall be entitled to treat, and shall be fully
protected in treating, as an Administrator any Person identified to it as an



19









 






Administrator in any written notice provided to it as contemplated in the definition of
“Administrators” herein and, without limiting the generality of the foregoing, shall have no duty
or obligation to determine whether any Administrator is a U.S. Person. For each Trust, there shall
at all times be at least one Administrator. Except where a requirement for action by a specific
number of Administrators is expressly set forth in this Master Trust Agreement and except with
respect to any action the taking of which is the subject of a meeting of the Administrators, any
action required or permitted to be taken by the Administrators may be taken by, and any power of
the Administrators may be exercised by, or with the consent of, any one such Administrator acting
alone. Each Administrator shall have the power and authority on behalf of the related Trust to
interpret and apply the provisions set forth in Article V regarding allocations and distributions
to resolve any ambiguities that may result from such application and to provide the Trustees and
the Owners with clarification of any provision as may be necessary or appropriate.




          With respect to any Trust, notwithstanding anything in any Related Trust Document to the
contrary, in no event shall either of the Trustees be liable for the acts or omissions of any
Administrator and neither of the Trustees shall have any obligation to: (i) perform the functions
or duties of the Administrator, (ii) monitor the performance of any Administrator or (iii) appoint
any Administrator in the event the related Depositor fails to do so.




          Franklin is hereby appointed the Administrator of each Trust, and Franklin hereby accepts such
appointment. Franklin shall not be removed as Administrator of any Trust unless the Certificate
Trustee shall have received prior written notice from the Owner. Upon receipt of any such notice
from the Owner, the Administrator shall be removed effective as of the date specified in said
notice and the Trustees shall cease taking direction from the Administrator and shall take
direction only from the Owner.




ARTICLE VI




AUTHORITY AND DUTIES OF TRUSTEES




          SECTION 6.1 General Authority. The Certificate Trustee shall have the power and
authority, and is hereby authorized, empowered and directed, in the name and on behalf of each
Trust, from time to time, to execute and deliver or cause to be executed and delivered the related
Certificate of Trust, the related Trust Certificates and the related Security Agreement and
Guaranty to which the Trust is a party and each certificate or other document attached as an
exhibit to or contemplated by each such document to which the Trust is a party and any amendment
thereto or other agreement or instrument contemplated by this Master Trust Agreement, the Security
Agreement and Guaranty and any amendment thereto or other agreement or instrument contemplated
thereby, in each case, in such form as the Depositors and the Holders shall approve, provide, and
direct the Certificate Trustee in writing to sign. The Certificate Trustee shall have power and
authority and is hereby authorized and empowered, from time to time, to authenticate and deliver,
or cause to be authenticated and delivered, the Trust Certificates. In addition to the foregoing,
the Certificate Trustee shall have power and authority, and is hereby authorized and empowered, but
shall in no event be obligated, from time to time to take any actions required of any Trust
pursuant to the Related Trust Documents or the related Security Agreement and Guaranty.





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          SECTION 6.2 General Duties.




          (a) For each Trust, it shall be the duty of each Trustee to discharge (or cause to be
discharged) all of the responsibilities expressly required to be performed by it as set forth in
this Master Trust Agreement, the Security Agreement and Guaranty and the other Related Trust
Documents to which the Trust is a party, in the interest of the Owners and in accordance with the
provisions of this Master Trust Agreement. Notwithstanding the foregoing, (i) it is understood and
agreed that all obligations, duties and responsibilities of the Trust under all Related Trust
Documents (the “Additional Trust Duties”), other than those specifically undertaken by the
Certificate Trustee in this Master Trust Agreement and the Security Agreement and Guaranty, shall
be effected and undertaken, and are hereby delegated to, the Depositors, the Servicer and the
Administrators; (ii) neither of the Trustees shall be liable for the acts or omissions of the
Depositors, the Holders, the Servicer or the Administrators in executing the Additional Trust
Duties pursuant to (i) above, nor shall either of the Trustees have any obligation to monitor the
performance of or execute the Additional Trust Duties if the Depositors, the Servicer or the
Administrators fail to do so; and (iii) the Delaware Trustee shall be deemed to have discharged its
duties and responsibilities hereunder and under the Related Trust Documents and the Security
Agreement and Guaranty to the extent that the Certificate Trustee has agreed in this Master Trust
Agreement and/or any other Related Trust Document and/or the Security Agreement and Guaranty to
perform any act or to discharge any duty of Delaware Trustee on behalf of any Trust hereunder or
under any Related Trust Document, and Delaware Trustee shall not be held personally liable for the
default or failure of the Certificate Trustee to carry out its obligations under this Master Trust
Agreement, the Security Agreement and Guaranty or the other Related Trust Documents, as applicable.




          (b) In no event shall either of the Trustees or any agent of the Trustees be obligated or
responsible for making any distributions to Owners or holding funds of any kind (except as
expressly provided in Section 6.2(c)) or for preparing, executing, filing or delivering in respect
of any Trust or on behalf of another person, either (A) any report or filing required or permitted
by the SEC to be prepared, executed, filed or delivered by or in respect of any Trust or another
person, or (B) any certification in respect of any such report or filing.




          (c) In the event that the Trust shall receive any funds related to the Assets (except in
payment for fees, expenses and/or indemnities of the Trustees), to the extent such funds were
received by the Trust through a wire transfer the Certificate Trustee shall wire the amount of such
funds to the related account listed on Schedule 1 attached hereto or to the extent the Trust
received a check, forward any check received by the Trust representing such funds directly to the
related lockbox account listed on Schedule 1 attached hereto. The Owner shall provide the
Certificate Trustee with any updates to the information contained on Schedule 1 from time to time.




          SECTION 6.3 Action Upon Instruction.




          (a) With respect to each Trust, subject to Article IV hereof and in accordance with the terms
of the Related Trust Documents, the related Majority Certificateholders may, by written
instruction, direct either or both of the Trustees, as applicable, in the management of such Trust
but only to the extent consistent with such Trustee’s duties hereunder and the limited




21









 







purpose of such Trust. Such direction may be exercised at any time by written instruction of
the Majority Certificateholders pursuant to Article IV hereof, and each Trustee shall have no
liability to any Person for acting in accordance with such directions.




          (b) A Trustee shall not be required to take any action hereunder or under any Related Trust
Document if such Trustee shall have reasonably determined, or shall have been advised by counsel,
that such action is likely to result in personal liability on the part of such Trustee or is
contrary to the terms hereof or of any Related Trust Document or is otherwise contrary to law.




          (c) Whenever a Trustee is unable to decide between alternative courses of action permitted or
required by the terms of this Master Trust Agreement or under any other Related Trust Document,
such Trustee shall promptly give notice (in such form as shall be appropriate under the
circumstances) to the related Majority Certificateholders of the applicable Trust requesting
instruction from such Owners as to the course of action to be adopted, and to the extent that such
Trustee acts or refrains from acting in good faith in accordance with any written instruction of
such Owners, such Trustee shall not be personally liable on account of such action or inaction to
any Person. If such Trustee shall not have received appropriate instruction within 10 days of
receipt of such notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be under no duty to,
take or refrain from taking such action, not inconsistent with this Master Trust Agreement or the
other Related Trust Documents, as it shall deem to be in the best interests of the Owners, and
shall have no personal liability to any Person for such action or inaction.




          (d) In the event that a Trustee is unsure as to the application of any provision of this
Master Trust Agreement, the Security Agreement and Guaranty or any other Related Trust Document or
any such provision is ambiguous as to its application, or may be, in conflict with any other
applicable provision, or in the event that this Master Trust Agreement permits any determination by
a Trustee or is silent or is incomplete as to the course of action that a Trustee is required or
permitted to take with respect to a particular set of facts, such Trustee may give notice (in such
form as shall be appropriate under the circumstances) to the related Majority Certificateholders of
the applicable Trust requesting instruction and, to the extent that such Trustee acts or refrains
from acting in good faith in accordance with any such instruction received, such Trustee shall not
be personally liable, on account of such action or inaction, to any Person. If such Trustee shall
not have received appropriate instruction within 10 days of receipt of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Master Trust Agreement or the other Related Trust Documents, as it shall
deem to be in the best interests of the Owners, and shall have no personal liability to any Person
for such action or inaction.




          SECTION 6.4 No Duties Except as Specified in this Master Trust Agreement or in
Instructions. Neither Trustee shall have any duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of, or otherwise deal with any Trust Estate, or to
otherwise take or refrain from taking any action under, or in connection with, any document
contemplated hereby to which any Trust is a party, except as expressly required to be performed by
such Trustee as set forth in this Master Trust Agreement, and no implied duties




22









 







or obligations shall be read into this Master Trust Agreement or any other Related Trust
Document against either Trustee. Neither Trustee shall have any responsibility for filing any
financing or continuation statement in any public office at any time or to otherwise perfect or
maintain the perfection of any security interest or lien granted to it or any Trust hereunder or
under any other agreement or to prepare or file any Securities and Exchange Commission or other
filing for a Trust (other than the obligation of the Delaware Trustee to file the Certificate of
Trust as requested pursuant to Section 2.5) or to record this Master Trust Agreement or any other
Related Trust Document. Each Trustee in its individual capacity nevertheless agrees that it will,
at its own cost and expense, promptly take all action as may be necessary to discharge any liens on
any part of a Trust Estate that result from intentional actions by the applicable Trustee that are
not related to the ownership or the administration of the Trust Estate or either of the Certificate
Trustee or the Delaware Trustee, respectively, serving as Trustee.




          SECTION 6.5 No Action Except Under Specified Documents or Instructions. Neither
Trustee shall manage, control, use, sell, dispose of or otherwise deal with any part of a Trust
Estate except (i) in accordance with the powers granted to and the authority conferred upon such
Trustee pursuant to this Master Trust Agreement, (ii) in accordance with the other Related Trust
Documents and (iii) in accordance with any document or instruction delivered to such Trustee by (a)
the Depositors, (b) the Administrators, (c) Aggregate Majority Certificateholders or (d) pursuant
to Section 6.3 hereof, in each case in accordance with the terms of this Master Trust Agreement.




          SECTION 6.6 Restrictions. Neither Trustee shall take any action (a) that is
inconsistent with the purposes of a Trust set forth in Section 2.3 hereof or (b) that, to such
Trustee’s actual knowledge, would result in a Trust becoming taxable as a corporation unless the
Trustee is provided with a direction letter by the Depositor and Administrator, and such letter has
been acknowledged and agreed to by the Owner. None of the Owners, the Depositors, the Servicer or
any Administrator shall direct either Trustee to take action that would violate the provisions of
this Section.




ARTICLE VII




CONCERNING THE TRUSTEES




          SECTION 7.1 Acceptance of Trusts and Duties. Each of the Trustees accepts the trusts
hereby created and agrees to perform only such duties hereunder with respect to such trusts but
only as are expressly required to be performed by such Trustee as set forth in this Master Trust
Agreement, the Security Agreement and Guaranty and the other Related Trust Documents to which a
Trust is a party. The Certificate Trustee also agrees to disburse all moneys actually received by
it constituting part of a Trust Estate upon the terms of this Master Trust Agreement. Each Trustee
shall not be personally answerable or accountable hereunder or under any Related Trust Document or
the Security Agreement and Guaranty under any circumstances, except to the related Owners and the
related Trust (i) for its own willful misconduct, bad faith or gross negligence; (ii) in the case
of the inaccuracy of any representation or warranty contained in Section 7.3 hereof expressly made
by the applicable Trustee; (iii) for liabilities arising from the failure of the applicable Trustee
to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof; or
(iv) for taxes, fees or other charges




23









 







on, based on or measured by, any income or gains received by the applicable Trustee with
respect to its own corporate tax filings. In particular, but not by way of limitation (and subject
to the exceptions set forth in the preceding sentence):




          (a) neither Trustee shall be personally liable for any error of judgment made in good faith by
such Trustee;




          (b) neither Trustee shall be personally liable with respect to any action taken or omitted to
be taken by it in accordance with the instructions of the Owners, the Servicer, the Depositors or
any Administrator;




          (c) no provision of this Master Trust Agreement, the Security Agreement and Guaranty or any
other Related Trust Document shall require either Trustee to expend or risk its own funds or
otherwise incur any personal financial liability in the performance of any of its respective
rights, duties, or powers hereunder or under the Security Agreement and Guaranty or any Related
Trust Document if such Trustee shall have reasonable grounds for believing that repayment of such
funds or indemnity reasonably satisfactory to it against such risk or personal liability is not
reasonably assured or provided to it (as such and in its individual capacity); and further, the
Depositors and if any directions are given by the Owners, the Owners shall hold the Trustees
harmless, and the Trustees shall not be liable, for any consequences to such Depositors and if any
directions are given by the Owners, the Owners resulting from any failure of the Depositors and if
any directions are given by the Owners, the Owners to provide such indemnity. Without limiting the
generality of the foregoing, neither Trustee shall be required to follow any direction of the
Owners, the Administrator, the Majority Certificateholders or a Depositor with respect to actions
to be taken or not taken after the occurrence of a default or event of default under any Related
Trust Document or the Security Agreement and Guaranty, if the Trustees reasonably believe that such
directions would cause them to incur any liability, loss, cost or expense (including legal fees and
expenses), other than costs or expenses that are incurred in the ordinary course of Trustees’
performance of their obligations hereunder, unless the Owners, Administrator, Majority
Certificateholders or Depositor have furnished the Trustees with indemnity reasonably satisfactory
to it.




          (d) under no circumstances shall either Trustee be personally liable for indebtedness
evidenced by or arising under any of the Related Trust Documents or the Security Agreement and
Guaranty;




          (e) neither Trustee shall be personally responsible for or in respect of the validity or
sufficiency of the Trust Certificates, the Security Agreement and Guaranty or this Master Trust
Agreement or for the due execution hereof by the Depositors or for the form, character,
genuineness, sufficiency, value or validity of any Trust Estate or for or in respect of the
validity or sufficiency of the Related Trust Documents and the Security Agreement and Guaranty,
other than, as to the Certificate Trustee, the Certificate Trustee’s due execution (in the name and
on behalf of the Trust) and authentication of the Trust Certificates, and neither Trustee shall in
any event assume or incur any personal liability, duty, or obligation to any Owner or other Person,
other than as expressly provided for herein or in the Related Trust Documents or the Security
Agreement and Guaranty to which the Trust is a party;




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          (f) neither Trustee shall be personally liable for the default or misconduct of any Servicer,
Custodian or the Administrator under or any other party to any of the Related Trust Documents, the
Security Agreement and Guaranty or otherwise and shall not be personally liable for monitoring the
performance of such Persons;




          (g) neither Trustee shall be under any personal obligation to exercise any of the rights or
powers vested in it by this Master Trust Agreement, or to institute, conduct or defend any
litigation under this Master Trust Agreement or otherwise or in relation to this Master Trust
Agreement, the Security Agreement and Guaranty or any other Related Trust Document, at the request,
order or direction of any of the Owners, Depositors or Administrators unless such Owners,
Depositors or Administrators have offered to such Trustee (as such and in its individual capacity)
security or indemnity satisfactory to it in its reasonable discretion against the costs, expenses
and liabilities that may be incurred by it (as such and in its individual capacity) therein or
thereby. The right of each Trustee to perform any discretionary act enumerated in this Master
Trust Agreement and the Security Agreement and Guaranty or in any other Related Trust Document
shall not be construed as a duty, and each Trustee shall not be personally answerable except to the
Owners and the Trust for its own gross negligence, bad faith or willful misconduct in the
performance of any such act;




          (h) notwithstanding any other provisions hereof to the contrary, the Trustees shall not be
liable for any special, indirect, or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits) even if the Trustee has been advised of the likelihood of such
loss or damage, and regardless of the form of action; and




          (i) to the extent that, at law or in equity, the Trustees have duties (including fiduciary
duties) and liabilities relating thereto to the Trust or the Owners, it is hereby understood and
agreed by the other parties hereto and the Owners that such duties and liabilities are replaced by
the duties and liabilities of the Trustees expressly set forth in this Master Trust Agreement;
provided, however, no provision of this Master Trust Agreement or any Trust Certificate may (i)
eliminate the implied contractual covenant of good faith and fair dealing, or (ii) limit or
eliminate liability for any act or omission that constitutes a bad faith violation of the implied
contractual covenant of good faith and fair dealing.




          SECTION 7.2 Furnishing of Documents. Each Trustee shall furnish to the Owners,
promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements, and any other instruments furnished to such
Trustee under the Related Trust Documents, promptly upon written request therefor.




          SECTION 7.3 Representations and Warranties.




          Each Trustee in its individual capacity, as applicable, hereby represents and warrants to the
Depositors, for the benefit of the Owners, as to itself that:





          1. The Certificate Trustee in its individual capacity hereby represents and warrants
that it is a national banking association, validly existing and in good standing under the
laws of the jurisdiction under which it was organized. It has all



25









 







requisite corporate power and authority to execute, deliver and perform its obligations
under this Master Trust Agreement.




          2. The Delaware Trustee in its individual capacity hereby represents and warrants that
it is a Delaware banking corporation, validly existing and in good standing under the laws
of the jurisdiction under which it was organized. It has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Master Trust Agreement.




          3. It has taken all corporate action necessary to authorize the execution and delivery
by it of this Master Trust Agreement, and this Master Trust Agreement will be executed and
delivered by one of its officers who is duly authorized to execute and deliver this Master
Trust Agreement on its behalf.




          4. The Master Trust Agreement has been, or, when executed and delivered will have been,
duly authorized, validly executed and delivered by such Trustee and constitutes, a valid and
binding agreement of such Trustee, enforceable against such Trustee in accordance with its
terms, except to the extent that enforceability may (A) be subject to insolvency,
reorganization, moratorium, or other similar laws, regulations or procedure of general
applicability now or hereinafter in effect relating to or affecting creditor’s rights
generally, (B) be limited by general principles of equity (whether considered in proceedings
at law or in equity) and (C) neither the execution or the delivery by it of this Master
Trust Agreement, nor the consummation by it of the transactions contemplated hereby, nor
compliance by it with any of the terms or provisions hereof will contravene any federal or
Delaware law, governmental rule or regulation governing the banking or trust powers of such
Trustee or any judgment or order binding on it, or constitute any default under its charter
documents or bylaws.



          SECTION 7.4 Reliance; Advice of Counsel.




          (a) Neither Trustee shall incur any personal liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper believed by it to be genuine and believed by it to be signed by an
appropriate Person. Each Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any Person as conclusive evidence that such resolution has
been duly adopted by such body and that the same is in full force and effect. As to any fact or
matter the method of the determination of which is not specifically prescribed herein, each Trustee
may for all purposes hereof rely on a certificate, signed by two officers of each Depositor, one of
which shall be the chief financial, chief operating, or chief executive officer of the related
Depositor together with the executed acknowledgement of the related Holder, as to such fact or
matter and such certificate shall constitute full protection to such Trustee for any action taken
or omitted to be taken by it in good faith in reliance thereon.




          (b) In the exercise or administration of the Trusts hereunder and in the performance of its
duties and obligations under this Master Trust Agreement or the other Related Trust Documents, each
Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into
with any of them, and such Trustee shall not be personally liable for the




26









 







conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been
selected by such Trustee in good faith and (ii) may consult with counsel, accountants and other
skilled persons to be selected in good faith and retained or employed by it and the advice or any
opinion of any such counsel shall be full and complete authorization and protection in respect of
any action taken or omitted by it hereunder in good faith and in accordance with such advice or
opinion of counsel. Each Trustee shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the opinion or advice of any such counsel, accountants or other
such persons.




          SECTION 7.5 Not Acting in Individual Capacity. Except as provided in Section 7.3, in
accepting the Trusts hereby created, each of the Trustees acts solely as Trustee hereunder and not
in its individual capacity, and all Persons having any claim against either Trustee by reason of
the transactions contemplated by this Master Trust Agreement or any other Related Trust Document
shall look only to the related Trust Estate for payment or satisfaction thereof.




          SECTION 7.6 Trustee Not Liable for Trust Certificates or Assets. The recitals
contained herein and in the Trust Certificates (other than the execution by the Certificate Trustee
of the related Trust Certificates on behalf of a Trust and the certificate of authentication by the
Certificate Trustee, as applicable) shall be taken as the statements of the Depositors and the
Certificateholders, and neither of the Trustees assumes any personal responsibility for the
correctness thereof. Neither of the Trustees makes any representations as to the validity or
sufficiency of this Master Trust Agreement, of any other Related Trust Document or of the Trust
Certificates (other than as specified in Section 7.3 hereof), or of any Assets or related
documents. Neither of the Trustees shall at any time have any personal responsibility or liability
for or with respect to the legality, validity and enforceability of any Asset, or the perfection
and priority of any security interest created by any Asset or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of any Trust Estate or its
ability to generate the payments to be distributed to Owners pursuant to any agreement between the
Depositor(s) and Huntington as Owners, including, without limitation: the origination, the
existence, condition, ownership and servicing of any Asset; the existence and enforceability of any
insurance thereon; the existence and contents of any Asset on any computer or other record thereof,
the validity of the assignment of any Asset to the Trust or of any intervening assignment; the
completeness of any Asset; the performance or enforcement of any Asset; the compliance by each of
the Depositors with any warranty or representation made under any Related Trust Document or in any
related document or the accuracy of any such warranty or representation or any action of the
Servicer, the Custodian or any subservicer taken in the name of either Trustee.




          SECTION 7.7 Limitation of Liability. If either Trustee requests instruction from the
Owner with respect to any action or omission in connection with this Master Trust Agreement, the
Trustees shall be entitled (without incurring any liability therefor to the Owner or any other
Person) to refrain from taking such action and continue to refrain from acting unless and until the
Trustees shall have received written instructions from the Owner with respect to such request.
Nothing in this Master Trust Agreement shall be deemed to require the Trustees to determine whether
there are any prior or adverse interests in any Assets, including, without limitation, interests
for which the Trustees may act as agent. The Trustees shall not be under any duty or obligation to
inspect, review or examine any files or other information to




27









 







determine that the contents thereof are genuine, enforceable or appropriate for the
represented purpose or that any document has been actually recorded or that they are other than
what they purport to be on their face. Upon receipt by the Trustees of the transfer documents
required pursuant to Section 3.4 hereof from any pledgee of any Holder, such pledgee shall be the
Owner of the Trust Certificate for all purposes under this Master Trust Agreement and the Trustees
shall not follow any direction of the prior Certificateholder.




          SECTION 7.8 Patriot Act. In order to comply with laws, rules, regulations and
executive orders in effect from time to time applicable to banking institutions, including those
relating to the funding of terrorist activities and money laundering (“Applicable Law”),
the Trustees are required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Trustees. Accordingly, each of the
parties agrees to provide to the Trustees upon their request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustees to
comply with Applicable Law.




ARTICLE VIII




COMPENSATION OF TRUSTEES




          SECTION 8.1 Fees and Expenses. Each Trustee in its individual capacity shall receive
from the Depositors, and to the extent not paid by the Depositors, from the Trusts as compensation
for its services hereunder, such fees as have been separately agreed upon before the date hereof
between the Depositor and the respective Trustee, and each Trustee in its individual capacity shall
be entitled to be reimbursed by the Depositors, and to the extent not paid by the Depositors, from
the Trusts, for its other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel as each Trustee may
employ in connection with the exercise and performance of its powers, rights or its duties
hereunder or under the other Related Trust Documents and the Security Agreement and Guaranty.




          SECTION 8.2 Indemnification. The Depositors shall indemnify, defend and hold harmless
(and to the extent the Depositors do not satisfy their obligations, the related Trust shall
indemnify, defend and hold harmless) each Trustee in its individual capacity and its officers,
directors, agents, employees, successors, assigns, agents and servants (collectively, the
“Indemnified Parties”) from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted
against such Trustee or any Indemnified Party in any way relating to or arising out of this Master
Trust Agreement, the other Related Trust Documents, the Trust Estates, the administration of the
Trust Estates or the action or inaction of such Trustee hereunder, except to the extent such
Expenses arise due to the gross negligence, bad faith or willful misconduct of such Indemnified
Party. The indemnities, rights, and obligations contained in this Section and Section 8.1 shall
survive the resignation or removal of such Trustee and shall survive the termination of this Master
Trust Agreement, the Security Agreement and Guaranty and/or the Trusts.




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          SECTION 8.3 Payments to the Trustees. For each Trust, any amounts paid to either of
the Trustees pursuant to this Article VIII shall be deemed not to be a part of the Trust Estates
immediately after such payment.




          SECTION 8.4 Lien on Trust Property. With respect to any Trust, the Trustees shall
have a lien on the Trust Estate for that Trust for any amounts due hereunder from such Trust.




ARTICLE IX




TERMINATION OF MASTER TRUST AGREEMENT




          SECTION 9.1 Termination of Master Trust Agreement.




          (a) A Trust created hereunder shall dissolve, upon twenty (20) calendar days’ prior written
notice from the Owners of such Trust to the Trustees. The bankruptcy, liquidation, dissolution,
death or incapacity of any Owner shall not (x) operate to dissolve or terminate this Master Trust
Agreement or any Trust, nor (y) entitle such Owner’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of all or
any part of the related Trust or related Trust Estate nor (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.




          (b) Except as provided in Section 9.1(a) above, no Depositor nor any Owner shall be entitled
to revoke or terminate any Trust.




          (c) Notice of any dissolution of any Trust, specifying the date upon which the related
Certificateholders shall surrender their Trust Certificates to the Certificate Registrar for
cancellation by the Certificate Registrar, shall be given by the Certificate Trustee to the related
Certificateholders mailed within five (5) Business Days of receipt by the Certificate Trustee of
notice of such dissolution pursuant to Section 9.1(a) above. The Certificate Trustee shall give
such notice to the Certificate Registrar (if other than the Certificate Trustee) at the time such
notice is given to Certificateholders.




          In the event that all of the Certificateholders with respect to a Trust shall not surrender
their Trust Certificates for cancellation as required by notice given pursuant to this Master Trust
Agreement, all such Trust Certificates shall be deemed cancelled and the Certificate Trustee shall
have no further obligation with respect thereto.




          (d) Upon the receipt of written notice from the applicable Owner of the completion of the
winding up of a Trust, including the payment or reasonable provision for payment of all claims and
obligation of the Trust in accordance with Section 3808 of the Statutory Trust Statute, the
Delaware Trustee shall, at the expense of the Depositors and as directed by such Owner in such
writing, cause the related Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the
Statutory Trust Statute and upon filing, the Trust and this Master Trust Agreement (other than
Sections 7.4, 7.5, 7.6 and 7.7, the second paragraph of Section 9.1(c) and Article VIII hereof)
shall terminate with respect to a Trust, and be of no further force or effect.




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ARTICLE X




SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES




          SECTION 10.1 Eligibility Requirements for Trustees. Delaware Trustee in its
individual capacity shall at all times be a corporation satisfying the provisions of
Section 3807(a) of the Statutory Trust Statute; Certificate Trustee in its individual capacity
shall at all times be a national banking association; and each of the Delaware Trustee and the
Certificate Trustee in their respective individual capacities shall at all times be banking
corporations or associations authorized to exercise corporate powers having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by Federal or state
authorities; and having (or having a direct or indirect parent which has) a long-term rating of at
least “A” by S&P and “A-1” by Moody’s. If such corporation shall publish reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time either Trustee shall cease to be eligible in
accordance with the provisions of this Section, the applicable Trustee shall resign immediately in
the manner and with the effect specified in Section 10.2 hereof.




          SECTION 10.2 Resignation or Removal of Trustees. Each Trustee may at any time resign
and be discharged from the Trusts hereby created by giving written notice thereof to the
Certificateholders sixty (60) days prior to the effective date of such resignation or discharge
date. Upon receiving such notice of resignation, the Aggregate Majority Certificateholders shall
promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If
no successor Trustee shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Trustee, at the expense of the
Depositors, may petition any court of competent jurisdiction for the appointment of a successor
Trustee.




          If at any time either Trustee shall cease to be eligible in accordance with the provisions of
Section 10.1 hereof and shall fail to resign after written request therefor by the applicable
Owners, or if at any time either Trustee shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of either Trustee or of its property shall be appointed, or
any public officer shall take charge or control of either Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Aggregate Majority
Certificateholders may remove such Trustee. If the Aggregate Majority Certificateholders shall
remove a Trustee under the authority of the immediately preceding sentence, the Aggregate Majority
Certificateholders shall promptly appoint a successor Trustee by written instrument in duplicate,
one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to
the successor Trustee, and the Depositors shall pay all fees owed to the outgoing Trustee.




          Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any
of the provisions of this Section shall not become effective until acceptance of appointment by the
successor Trustee pursuant to Section 10.3 hereof and, in the case of a




30









 







removal, payment of all fees and expenses owed to the outgoing Trustee in its individual
capacity. The Administrators shall provide notice of such resignation or removal of a Trustee to
the Certificateholders.




          SECTION 10.3 Successor Trustees. Any successor Trustee appointed pursuant to
Section 10.2 hereof shall execute, acknowledge and deliver to the Depositors and to its predecessor
Trustee, with a copy to the Owners, an instrument accepting such appointment under this Master
Trust Agreement, and thereupon shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and
obligations of its predecessor under this Master Trust Agreement, with like effect as if originally
named as such Trustee. The predecessor Trustee shall upon payment of fees and expenses payable to
it in its individual capacity deliver to the successor Trustee all documents and statements and
monies held by it under this Master Trust Agreement; and the Depositors and such predecessor
Trustee shall execute and deliver such instruments and do such other things as may reasonably be
required for fully and certainly vesting and confirming in the successor Trustee all such rights,
powers, duties, and obligations.




          No successor Trustee shall accept appointment as provided in this Section 10.3 unless at the
time of such acceptance such successor Trustee shall be eligible pursuant to Section 10.1 hereof.




          Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Depositors
shall mail notice of the successor of such Trustee to all Owners. If a Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor Trustee, the successor
Trustee shall cause such notice to be mailed at the expense of the related Depositor.




          SECTION 10.4 Merger or Consolidation of Trustees. Any Person into which a Trustee may
be merged or converted or with which it may be consolidated or any Person resulting from any
merger, conversion or consolidation to which a Trustee in its individual capacity shall be a
constituent entity, or any Person succeeding to all or substantially all of the corporate trust
business of a Trustee in its individual capacity, shall be the successor of such Trustee hereunder,
without the execution or filing of any instrument or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding provided such Person shall be
eligible pursuant to Section 10.1 hereof.




          SECTION 10.5 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other
provisions of this Master Trust Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of a Trust Estate or any Asset may at the time
be located, and for the purpose of performing certain duties and obligations of a Trust pursuant to
the Related Trust Documents, the Depositors and the Trustees acting jointly shall have the power
and authority and shall execute and deliver all instruments to appoint one or more Persons approved
by the Trustees to act as co-Trustee, jointly with the Trustees, or separate trustee or separate
trustees, of all or any part of a Trust Estate, and to vest in such Person, in such capacity, such
title to the related Trust, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Depositors and the Trustees may
consider necessary or desirable. If the Depositors shall not




31









 







have joined in such appointment within fifteen (15) days after the receipt by it of a request
so to do, the Trustees shall have the power to make such appointment. The compensation of such
co-Trustee or separate trustee shall be payable by the Trust, the Depositors or pursuant to Article
VIII, as applicable. No co-Trustee or separate Trustee under this Master Trust Agreement shall be
required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 hereof
and no notice of the appointment of any co-trustee or separate Trustee shall be required pursuant
to Section 10.3 hereof.




          Each separate Trustee and co-Trustee shall, to the extent permitted by law, be appointed and
act subject to the following provision and conditions:





          1. all rights, powers, duties and obligations conferred or imposed upon the Trustees,
as applicable, shall be conferred upon and exercised or performed by the Trustees, as
applicable, and such separate Trustee or co-Trustee jointly (it being understood that such
separate Trustee or co-Trustee is not authorized to act separately without the Trustees, as
applicable, joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the Trustees, as
applicable, shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties, and obligations (including the holding of title to the Trust
Estate or any portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate Trustee or co-Trustee, but solely at the direction of the Trustees,
as applicable.




          2. no Trustee under this Master Trust Agreement shall be personally liable by reason of
any act or omission of any other Trustee or co-Trustee under this Master Trust Agreement;
and




          3. the Depositors and the Trustees acting jointly may at any time accept the
resignation of or remove any separate Trustee or co-Trustee.



          Any notice, request or other writing given to the Trustees shall be deemed to have been given
to the separate Trustees and co-Trustees, as if given to each of them. Every instrument appointing
any separate Trustee or co-Trustee, other than this Master Trust Agreement, shall refer to this
Master Trust Agreement and to the conditions of this Article. Each separate Trustee and
co-Trustee, upon its acceptance of appointment, shall be vested with the estates specified in its
instrument of appointment, either jointly with the Trustees or separately, as may be provided
therein, subject to all the provisions of this Master Trust Agreement, specifically including every
provision of this Master Trust Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustees. Each such instrument shall be filed with the Trustees and a
copy thereof given to the Depositors and the Owners.




          Any separate Trustee or co-Trustee may at any time appoint a Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Master Trust Agreement on its behalf and in its name. If
any separate Trustee or co-Trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the




32









 







Certificate Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.




ARTICLE XI




MISCELLANEOUS




          SECTION 11.1 Supplements and Amendments. This Master Trust Agreement may be amended
by the Depositors and the Trustees, with the consent of the Holders of all the outstanding Trust
Certificates, to cure any ambiguity, to correct or supplement any provisions in this Master Trust
Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions in this Master Trust Agreement.




          Any Trust Certificate may be amended from time to time by the Depositors and the Trustees,
with the consent of the Holders of all the outstanding Trust Certificates, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of such
Trust Certificate or of modifying in any manner the rights of the Owners of such Trust Certificate.
Notwithstanding anything to the contrary herein, in no event shall any amendment to any Trust
Certificate affect the terms or provisions of any other Trust created hereunder.




          The manner of obtaining such consents (and any other consents of Owners provided for in this
Master Trust Agreement or in any other Related Trust Document) and of evidencing the authorization
of the execution thereof by Certificateholders shall be subject to such reasonable requirements as
the Trustees may prescribe.




          Promptly after the execution of any amendment to a Certificate of Trust, the Depositors shall
cause the filing of such amendment with the Secretary of State.




          Prior to the execution of any amendment to this Master Trust Agreement or a Certificate of
Trust, the Trustees (as such and in their respective individual capacities) shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Master Trust Agreement and all conditions precedent contained in
this Master Trust Agreement for the execution and delivery of such amendment have been met. Each
Trustee (as such and in their respective individual capacities) may, but shall not be obligated to,
enter into any such amendment which affects such Trustee’s own rights, duties or immunities under
this Master Trust Agreement or otherwise. Notwithstanding any other provision herein or elsewhere,
no amendment, supplement, waiver, or consent of or with respect to any of the Related Trust
Documents that affects any right, power, authority, duty, benefit, protection, privilege, immunity,
or indemnity of either Trustee (as such or in its respective individual capacity) shall be binding
on such Trustee (as such or in its individual capacity) unless such Trustee (as such and in its
individual capacity) shall have expressly consented thereto in writing.




          The terms of each Trust Certificate issued pursuant hereto are subject to all conditions,
provisions, amendments and modifications of this Master Trust Agreement as it may at any time be
amended or modified in accordance with the terms hereof. To the extent there are




33









 







terms and conditions within a Trust Certificate that conflict with the Master Trust Agreement,
the Trust Certificate shall control.




          SECTION 11.2 No Title to a Trust Estate in Owners. The Owners shall not have title to
any part of any Trust Estate. The Owners shall be entitled to receive distributions with respect
to their undivided ownership interest in the respective related Trust Estate only in accordance
with the Forbearance Agreements and the related Loan Facility Documents. No transfer, by operation
of law or otherwise, of any right, title, or interest of the Owners to and in their ownership
interest in the related Trust Estate shall operate to terminate this Master Trust Agreement or the
related Trust hereunder or entitle any transferee to an accounting or to the transfer to it of
title to any part of such Trust Estate.




          SECTION 11.3 Limitations on Rights of Others. The provisions of this Master Trust
Agreement are solely for the benefit of the Trustees, the Indemnified Parties, the Depositors and
the Owners, and nothing in this Master Trust Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or claim in a Trust
Estate or under or in respect of this Master Trust Agreement, the Trust Certificates or any
covenants, conditions or provisions contained herein.




          SECTION 11.4 Notices.




          (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices and
communications shall be in writing and (i) personally delivered to the appropriate party, (ii)
electronically mailed or delivered to the appropriate party, which shall be deemed given upon
actual receipt by the intended recipient, (iii) telecopied (upon telephone confirmation of receipt
thereof) with a copy delivered by overnight courier, which shall be deemed given upon telephone
confirmation thereof, or (iv) mailed by certified mail, postage prepaid, return receipt requested,
as follows: (x) if to a Trustee, its respective Corporate Trust Office, (y) (I) if to Franklin, 101
Hudson Street, Jersey City, New Jersey 07302, Attn: Chief Operating Officer, Telephone:
201.604.1800, with a copy to 101 Hudson Street, Jersey City, New Jersey 07302, Attn: Chief Legal
Officer, Telephone: 201.604.1800, or (II) if to Tribeca, 101 Hudson Street, Jersey City, New Jersey
07302, Attn: Chief Operating Officer, Telephone: 201.604.1800, with a copy to 101 Hudson Street,
Jersey City, New Jersey 07302, Attn: Chief Legal Officer, Telephone: 201.604.1800, in each case
with a copy to Thacher Proffitt & Wood, LLP, 1700 Pennsylvania Ave., NW, Suite 800, Washington,
D.C. 20006, Attn: Stephen Ornstein, Telephone: 202.626.5646 or (z) as to each such party, at such
other address, telecopy number and telephone number as shall be designated by such party in a
written notice to each other party. Notwithstanding the foregoing, the delivery of any default
notices hereunder shall be provided solely by the means described in items (i) or (iv) above.




          (b) Except where electronic transmission of a notice is permitted under Section 11.4(a)
hereof, any notice required or permitted to be given to an Owner shall be given by first-class
mail, postage prepaid, at the address of such Owner as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Master Trust Agreement shall be conclusively
presumed to have been duly given, whether or not the Owner receives such notice.




34









 








          (c) Notwithstanding anything contained in this Agreement to the contrary, if the Certificate
Trustee shall receive directions from the Administrator which are inconsistent with directions
received by the Certificate Trustee from the Owner, the Certificate Trustee shall only follow the
directions of the Owner. The Certificate Trustee may conclusively rely on any directions described
in this paragraph and shall have no duty to verify or independently determine the accuracy of the
information received by it with respect thereto.




          SECTION 11.5 Severability. Any provision of this Master Trust Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.




          SECTION 11.6 Separate Counterparts. This Master Trust Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and the same instrument.




          SECTION 11.7 Successors and Assigns. All covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the Depositors, the Trustees and their
successors and each Owner and its successors and permitted assigns, all as herein provided. Any
request, notice, direction, consent, waiver or other instrument or action by an Owner, the
Depositors, or an Administrator shall bind the successors and assigns of such Owner, Depositor, or
Administrator.




          SECTION 11.8 No Petition. The Trustees, by entering into this Master Trust Agreement,
and each Owner, by accepting a Trust Certificate, hereby covenant and agree that they will not at
any time institute against any Trust, or join in any institution against any Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or law in connection with any
obligations relating to the Trust Certificates, this Master Trust Agreement or any other Related
Trust Documents.




          SECTION 11.9 No Recourse. Each Owner by accepting a Trust Certificate acknowledges
that such Owner’s Trust Certificate represents a beneficial interest in the related Trust only and
does not represent an interest in or an obligation of the Depositors, the Trustees or any Affiliate
thereof and no recourse may be had against such Persons or their assets, except as may be expressly
set forth or contemplated in this Master Trust Agreement, the related Trust Certificates, the other
Related Trust Documents or any Loan Facility Document to which they are a party.




          SECTION 11.10 Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.




          SECTION 11.11 GOVERNING LAW. THIS MASTER TRUST AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH




35









 







THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.




          SECTION 11.12 Entire Agreement. With respect to each Trust created hereunder, the
Master Trust Agreement and the Trust Certificates representing 100% Percentage Interests in such
Trust shall constitute the governing instrument of such Trust. The parties hereto acknowledge that
they have read this Master Trust Agreement, understand it and agree to be bound by its terms, and
further agree that this Master Trust Agreement and such Trust Certificates constitute the entire
agreement among the parties with respect to the subject matter hereof and supersedes all previous
agreements, promises, or representations.




          SECTION 11.13 Survival. All representations, warranties, indemnities and covenants of
the parties contained in this Master Trust Agreement shall continue in full force and effect and
shall survive notwithstanding the full payment of all amounts due hereunder or the expiration or
earlier termination of this Master Trust Agreement.




[Signature Page Follows]





36









 








          IN WITNESS OF, the parties hereto have caused this Master Trust Agreement to be duly executed
by their respective officers hereunto duly authorized, as of the day and year first above written.




	 	 	 	 	 
	FRANKLIN CREDIT MANAGEMENT CORPORATION,	 	 
	as a Depositor	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alexander Gordon Jardin	 	 
	 

	 	 	 	 
	Name: Alexander Gordon Jardin	 	 
	Title: Chief Executive Officer	 	 
	 
	 	 	 	 
	TRIBECA LENDING CORP.,	 	 
	as a Depositor	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alexander Gordon Jardin	 	 
	 

	 	 	 	 
	Name: Alexander Gordon Jardin	 	 
	Title: Chief Executive Officer	 	 
	 
	 	 	 	 
	DEUTSCHE BANK NATIONAL TRUST COMPANY,	 	 
	as Certificate Trustee	 	 
	 
	 	 	 	 
	By:

	 	/s/ Hang Luu	 	 
	 

	 	 	 	 
	Name: Hang Luu	 	 
	Title: Authorized Signer	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ronaldo Reyes	 	 
	 

	 	 	 	 
	Name: Ronaldo Reyes	 	 
	Title: Vice President	 	 
	 
	 	 	 	 
	DEUTSCHE BANK TRUST COMPANY DELAWARE,	 	 
	as Delaware Trustee	 	 
	 
	 	 	 	 
	By:

	 	/s/ Elizabeth B. Ferry	 	 
	 

	 	 	 	 
	Name: Elizabeth B. Ferry	 	 
	Title: Assistant Vice President	 	 
	 
	 	 	 	 
	By:

	 	/s/ David Dwyer	 	 
	 

	 	 	 	 
	Name: David Dwyer	 	 
	Title: Vice President	 	 






Master Trust Agreement

 









 








Exhibit 10.2




SCHEDULE 1




LOCKBOX ACCOUNTS




1. Address for Mailing of Checks or other Instruments (Lockbox):




Franklin Credit Management Corp.

P.O. Box 620444

Indianapolis, IN 46262-0444




2. Wire Transfer Instructions:




The Huntington National Bank

41 S. High Street

Columbus, OH 43215




Franklin Credit Mgmt Corp- General Depository

ABA: 044000024

Acct. Number: 01899710607





 












 





Exhibit 10.2




EXHIBIT A




[FORM OF CERTIFICATE]



THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS.
THIS TRUST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY
THE HOLDER HEREOF ONLY TO (I) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT
IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF
RULE 501 UNDER THE ACT IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO
PERSON IS OBLIGATED TO REGISTER THIS TRUST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS.
TRANSFERS OF THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE ARE SUBJECT TO THE
RESTRICTIONS SET FORTH IN SECTION 3.4 OF THE MASTER TRUST AGREEMENT. ANY TRANSFER NOT IN
COMPLIANCE WITH SUCH RESTRICTIONS SHALL BE VOID AB INITIO.



[FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC IDENTIFIER]



[FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC IDENTIFIER]
TRUST CERTIFICATES




	 	 	 
	Number      

	 	Dated:                                         
	 

	 	Percentage Interest:                     






 





Registered Holder




 






          This Trust Certificate has been issued by [FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA LENDING
TRUST SERIES] [ROMAN NUMERIC IDENTIFIER], a statutory trust duly formed and existing under the laws
of the State of Delaware (the “Trust”). The Trust was created pursuant to a master trust
agreement, dated as of December 15, 2008 (the “Master Trust Agreement”) by and among
[                    ], a                      corporation, as a depositor (the “Depositor”),
[                    ], a                      corporation, as a depositor, Deutsche Bank National Trust
Company, a national banking association, as Certificate Trustee (not in its individual capacity but
solely as Certificate Trustee, in such capacity, the “Certificate Trustee”) and Deutsche
Bank Trust Company Delaware, a Delaware banking corporation, as Delaware Trustee, (not in its
individual capacity but solely as Delaware Trustee, in such




A-1









 







capacity, the “Delaware Trustee” and, collectively with the Certificate Trustee, the
“Trustees”). Terms capitalized herein and not otherwise defined herein shall have their
respective meanings as set forth in the Master Trust Agreement. The Master Trust Agreement and the
Trust Certificates representing 100% Percentage Interests in the Trust shall constitute the
governing instrument of the Trust. This Trust Certificate is issued pursuant to and entitled to
the benefits of the Master Trust Agreement. To the extent there are terms and conditions within a
Trust Certificate that conflict with the Master Trust Agreement, the Trust Certificate shall
control.




          The Depositor has caused the filing of the Certificate of Trust for [FRANKLIN CREDIT TRUST
SERIES]/ [TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC IDENTIFIER] and has provided a copy of such
Certificate of Trust with evidence of filing to the Certificate Trustee. From time to time (each,
a “Transfer Date”), the Depositor shall assign, transfer, convey and set over to the Trust
the Depositor’s Record Title (as more fully identified and described in the related Asset Transfer
Notices) in, to, and under certain assets (the “Transferred Assets”). Such transfer and
conveyance shall be made without recourse to the Depositor. The parties hereto intend that the
assignment, transfer, conveyance and setting over of the Transferred Assets shall make the
Transferred Assets part of the Trust Estate. As of each Transfer Date and thereafter, the
Custodian shall hold the Transferred Assets in trust for the Trust and shall act only in accordance
with the terms of the Custodial Agreement.




          This Trust Certificate is one of a duly authorized issue of certificates of the Trust,
designated as its [FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC
IDENTIFIER] Trust Certificates (the “Trust Certificates”), all issued under the Master
Trust Agreement. This certifies that the registered holder named above is the registered owner of
the Percentage Interest set forth above of the beneficial ownership interests in the Trust
evidenced by the Trust Certificates. Reference is hereby made to the Master Trust Agreement for a
statement of the respective rights thereunder of the Trustees and the Certificateholders, and the
terms upon which the Trust Certificates are authenticated and delivered.




          As provided in the Master Trust Agreement and subject to certain limitations therein set
forth, the transfer of this Trust Certificate may be registered on the Certificate Register of the
Trust, upon surrender of this Trust Certificate for registration of transfer at the office or
agency designated by the Trust pursuant to the Master Trust Agreement, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Trust Certificates of authorized denominations and of the same class and aggregate
Percentage Interest as the surrendered Trust Certificate will be issued to the designated
transferee or transferees.




          Each of the Trustees and any Certificateholders may treat the person in whose name this Trust
Certificate is registered as the owner thereof for all purposes, whether or not this Trust
Certificate is overdue, and none of the Trustees or any such Certificateholder shall be affected by
notice to the contrary.




A-2









 








          A Holder may pledge all of its interest in a Trust Certificate without the consent of the
Depositors or the Trustees or delivery of the items specified in clauses (i) and (ii) of the third
paragraph of Section 3.4 of the Master Trust Agreement.




          It is understood and agreed by the Holder of this Trust Certificate that (a) this Trust
Certificate is being executed and delivered on behalf of the Trust by the Certificate Trustee in
the exercise of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the Trust is made and
intended not as personal representations, undertakings and agreements by either Trustee but is made
and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be
construed as creating any liability on either Trustee, individually or personally, to perform any
covenant either express or implied contained herein, all such liability, if any, being expressly
waived by the Holder hereof and by any person claiming by, through or under the Holder hereof, and
(d) under no circumstances shall either Trustee be personally liable for the payment of any
indebtedness or expense of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this Trust Certificate
or the Master Trust Agreement.




          Notwithstanding any provision in this Trust Certificate or the Master Trust Agreement to the
contrary, no provision of this Trust Certificate or the Master Trust Agreement may (i) eliminate
the implied contractual covenant of good faith and fair dealing, or (ii) limit or eliminate
liability for any act or omission that constitutes a bad faith violation of the implied contractual
covenant of good faith and fair dealing.




          This Trust Certificate and the Master Trust Agreement shall be construed in accordance with,
and governed by, the laws of the State of Delaware, without regard to the conflict of law
provisions thereof.




          Unless the certificate of authentication hereon has been executed by the Trustee whose name
appears below by manual signature, this Certificate shall not be entitled to any benefit under the
Master Trust Agreement, or be valid or obligatory for any purpose.




[Signature Page Follows]





A-3









 








          IN WITNESS WHEREOF, [FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA LENDING TRUST SERIES] [ROMAN
NUMERIC IDENTIFIER] and the parties to the Master Trust Agreement have caused this Trust
Certificate to be duly executed.




	 	 	 	 	 
	 	[FRANKLIN CREDIT TRUST SERIES] / [TRIBECA LENDING TRUST SERIES]

[ROMAN NUMERIC IDENTIFIER]

 	 
	 	By:  	DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Certificate Trustee under the Master Trust Agreement
 	 
	 	 	 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 




CERTIFICATE OF AUTHENTICATION





          This is one of the Trust Certificates referred to in the within-mentioned Master Trust
Agreement.



	 	 	 	 	 
	 	DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its
individual capacity but solely as Certificate Trustee
under the Master Trust Agreement

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-4









 








EXHIBIT B




FORM OF CERTIFICATE OF TRUST




CERTIFICATE OF TRUST




OF




[FRANKLIN CREDIT TRUST SERIES]/[TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC IDENTIFIER]





     THIS CERTIFICATE OF TRUST OF [FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA LENDING TRUST SERIES]
[ROMAN NUMERIC IDENTIFIER] (the “Trust”) is being duly executed and filed by the undersigned on
behalf of the Trust to form a statutory trust under the Statutory Trust Statute (12 Del.
C. §§3801 et seq.) (the “Act”).




	 	1.	 	Name. The name of the statutory trust being formed is
[FRANKLIN CREDIT TRUST SERIES]/[TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC
IDENTIFIER].
	 
	 	2.	 	Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware is as
follows:




Deutsche Bank Trust Company Delaware

1011 Centre Road

Suite 200

Wilmington, Delaware 19805




     IN WITNESS WHEREOF, each of the undersigned has executed this Certificate of Trust in
accordance with Section 3811(a) of the Act.



	 	 	 	 	 
	 	DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its
individual capacity but solely as Certificate Trustee
of the Trust

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its
individual capacity but solely as Delaware Trustee of
the Trust

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-1









 








EXHIBIT C




FORM OF TRANSFEREE LETTER




Deutsche Bank National Trust Company

c/o DB Services Tennessee

648 Grassmere Park Road

Nashville, Tennessee 37211-3658

Attention: Transfer Unit





	 	Re:	 	[FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC
IDENTIFIER] Trust Certificates (the “Certificates”)




Ladies and Gentlemen:



This letter is delivered in connection with the purchase by the undersigned (the “Purchaser”) of
Trust Certificates representing a [      ] % percentage interest in the [FRANKLIN CREDIT TRUST
SERIES]/ [TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC IDENTIFIER].




In connection with such purchase, the undersigned hereby confirms that:




     (i) The undersigned is (A) a “qualified institutional buyer” as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and is aware that the seller of the
Trust Certificate may be relying on the exemption from the registration requirements of the
Securities Act provided by Rule 144A and is acquiring such Trust Certificate for its own account or
for the account of one or more qualified institutional buyers for whom it is authorized to act or
(B) an institutional “accredited investor” within the meaning of subparagraph (a)(1), (2), (3) or
(7) of Rule 501 under the Securities Act (an “Institutional Accredited Investor”) that is acquiring
such Trust Certificates for its own account, or for the account of such an Institutional Accredited
Investor, for investment purposes and not with a view to, or for offer or sale in connection with
any distribution in violation of the Securities Act.



     (ii) The undersigned understands that the Trust Certificates have not been and will not be
registered under the Securities Act and may be offered, sold or otherwise transferred only to a
person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an
Institutional Accredited Investor, and in accordance with any applicable securities laws of any
state of the United States.



     (iii) The undersigned understands that the Trust Certificates bear a legend to the following
effect:




     “THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAWS. THIS TRUST CERTIFICATE MAY BE DIRECTLY OR



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INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT
IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE ACT IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH
LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS TRUST CERTIFICATE UNDER THE ACT OR ANY STATE
SECURITIES LAWS. TRANSFERS OF THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST
CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN SECTION 3.4 OF THE MASTER TRUST
AGREEMENT. ANY TRANSFER NOT IN COMPLIANCE WITH SUCH RESTRICTIONS SHALL BE VOID AB INITIO.”



     (iv) The undersigned hereby represents and warrants to the Trustees and the Certificate
Registrar and any of their respective successors that the Prospective Owner is not (A) an “employee
benefit plan” within the meaning of Section 3(3) of ERISA, or (B) a “plan” within the meaning of
Section 4975(e)(1) of the Code or (C) an entity, including an insurance company separate account or
general account, whose underlying assets include plan assets by reason of a plan’s investment in
the entity (each, a “Benefit Plan Investor”) and is not directly or indirectly purchasing such
Trust Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or
with the assets of a Benefit Plan Investor.



     (v) The undersigned hereby undertakes to be bound by the terms and conditions of the Master
Trust Agreement in its capacity as an Owner of the Trust Certificates in all respects as if it were
a signatory thereto. This undertaking is made for the benefit of the Trustees, the Certificate
Registrar and all Holders of the Certificates present and future.



     (vi) Check one of the following:




     o The Undersigned is a “U.S. Person” and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form). The Undersigned’s taxpayer identification
number is [                    ].




     o The Undersigned is not a “U.S. Person” and under applicable law in effect on the
date hereof, no taxes will be required to be withheld by the Trustee (or its agent) with
respect to distributions to be made on the Trust Certificates. The Undersigned has attached
hereto either (i) a duly executed IRS Form W-8 BEN (or successor form), which identifies
such Undersigned as the beneficial owner of the Trust Certificates and states that such
Undersigned is not a U.S. Person or (ii) two duly executed copies of IRS Form W-8ECI (or
successor form), which identify such Undersigned as the beneficial owner of the Trust
Certificates and state that interest and original issue discount on the Trust Certificates
are, or are expected to be, effectively connected with a U.S. trade or business. The
Undersigned agrees to provide to the Certificate Registrar updated IRS Forms W-8



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BEN or IRS Forms W-8ECI, as the case may be, any applicable successor IRS forms, or
such other certifications as the Certificate Registrar may reasonably request, on or before
the date that any such IRS form or certification expires or becomes obsolete, or promptly
after the occurrence of any event requiring a change in the most recent IRS form of
certification furnished by it to the Certificate Registrar.



     For the purpose of paragraph 6, “U.S. Person” means a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any of its political subdivisions, an estate
the income of which is subject to U.S. federal income taxation regardless of its source, or a trust
if (i) a U.S. court is able to exercise primary supervision over the trust administration and (ii)
one or more U.S. persons have the authority to control all of the trust’s substantial decisions.



     (vii) Please make all payments due on the Trust Certificates:




     Please select (a) or (b)




          [(a)] by wire transfer to the following account at a bank or entity in the United
States, having appropriate facilities therefor:




     Account number:




     Institution:




          [(b)] by mailing a check to the following address:



     (viii) All notices to the Holder of the Trust Certificates should be sent to the following
address and facsimile number:



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          We acknowledge that the addressees hereof, the Trustees and others will rely on our
confirmations, acknowledgments and agreements set forth herein.




          THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATION LAW THEREOF.




	 	 	 	 	 
	Very truly yours,	 	 
	 
	 	 	 	 
	[Name of Prospective Transferee]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	 	 	 
	 

	 	 	 	 





Dated:





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EXHIBIT D




FORM OF ASSET TRANSFER NOTICE




Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – FM0801




          Re: Funding of Additional Transferred Assets – [FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA
LENDING TRUST SERIES] [ROMAN NUMERIC IDENTIFIER]




Ladies and Gentlemen:




          Reference is hereby made to that certain Master Trust Agreement dated as of December 15, 2008
(the “Trust Agreement”) by and among [                    ], as a depositor (the “Depositor”),
[                    ], as a depositor, Deutsch Bank National Trust Company, as Certificate Trustee and
Deutsche Bank Trust Company Delaware, as Delaware Trustee. Defined terms used but not defined
herein shall have the meaning ascribed thereto in the Trust Agreement.




          This is to confirm that pursuant to Section 2.5 of the Trust Agreement, on [DATE OF TRANSFER],
the undersigned caused to be deposited into the [FRANKLIN CREDIT TRUST SERIES]/ [TRIBECA LENDING
TRUST SERIES] [ROMAN NUMERIC IDENTIFIER] Record Title of the assets identified and described on
Schedule A attached hereto (the “Assets”).




          The legal documents for such Assets shall be held by [                    ] as custodian (the
“Custodian”). The Servicer for the Assets shall be [                    ].




          Concurrently herewith, the undersigned will cause to be delivered to you copies of the
following documents pertaining to the acquisition of the Assets (such documents constituting the
Related Trust Documents): (i) the Custodial Agreement dated as of [                    ] among the Depositor,
                    , and                     , and (ii) a Trust Receipt signed by the Custodian.




Very truly yours,




[                    ]




	 	 	 	 	 
	 	 	 
	By:  	 	 
	Name:  	 	 
	Title:  	 	 
	 




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EXHIBIT E




FORM OF RELEASE NOTICE




[                    ] __, 200[_]          




[Custodian]

[Address]

[Attention: ]




With a copy to:

Deutsche Bank National Trust Company, as Certificate Trustee

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – FM0801





	 	 	Re: Release and Transfer of certain Assets from Franklin Credit
Trust Series [   ] to [     ]                     





Ladies and Gentlemen:




     Reference is hereby made to that certain Master Trust Agreement dated as of December 15, 2008
(the “Trust Agreement”) by and among [                    ], as a depositor, [                    ], as a
depositor (each a “Depositor” and collectively the “Depositors”), Deutsche Bank National Trust
Company, as certificate trustee (the “Certificate Trustee”) and Deutsche Bank Trust Company
Delaware, as Delaware trustee (the “Delaware Trustee”). Capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Trust Agreement.



     The Certificateholder hereby directs the Custodian to release the assets identified on
Schedule A attached hereto (the “Assets”) from the Franklin Credit Trust Series [_] as of the date
hereof and simultaneously with such release the Certificateholder deposits such Assets immediately
into the Franklin Credit Trust Series [_] pursuant to the Asset Transfer Notice attached hereto as
Exhibit 1.



[SIGNATURE PAGE FOLLOWS]




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	 	Very truly yours,





[                                                            ],

as Certificateholder

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:





[                               ]

as Custodian

 	 
	By:  	 	 
	Name:  	 	 
	Title:  	 	 	 	 
	 



	 	 	 	 	 
	DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Certificate Trustee

 	 
	By:  	 	 
	Name:  	 	 
	Title:  	 	 
	 




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SCHEDULE A TO EXHIBIT E




ASSET SCHEDULE




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[EXHIBIT 1 TO EXHIBIT E




ASSET TRANSFER NOTICE]





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