EX-10.16






Exhibit 10.16




SECURITY AGREEMENT




     THIS SECURITY AGREEMENT, dated as of December 19, 2008 (this “Agreement”), is entered
into by FRANKLIN CREDIT TRUST SERIES I, a Delaware statutory trust (the “Grantor”), and is in favor
of THE HUNTINGTON NATIONAL BANK (“Lender”).



W i t n e s s e t h:




     Whereas, Franklin Credit Holding Corporation (“Holding”), Franklin Credit Management
Corporation (“FCMC”), Franklin Credit Asset Corporation (“Franklin Asset”) and certain subsidiaries
of Franklin Asset party thereto as borrowers (Franklin Asset and such borrowers collectively
referred to as the “Franklin Loan Parties”) and Lender have entered into that certain First Amended
and Restated Forbearance Agreement and Amendment to Credit Agreements, dated as of even date
herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance
with the provisions thereof, the “Franklin Forbearance Agreement”), pursuant to which Lender has
agreed to make and/or maintain Advances and other financial accommodations to and for the benefit
of the Franklin Loan Parties, upon the terms and subject to the conditions set forth in the
Franklin Forbearance Agreement; and



     Whereas, FCMC, Tribeca Lending Corp. (“Tribeca”) and certain subsidiaries of Tribeca
party thereto as borrowers (Tribeca and such borrowers collectively referred to as the “Tribeca
Borrowers”) and Lender have entered into that certain First Amended and Restated Tribeca
Forbearance Agreement and Amendment to Credit Agreements, dated as of even date herewith (as
amended, restated, supplemented or otherwise modified from time to time in accordance with the
provisions thereof, the “Tribeca Forbearance Agreement”), pursuant to which Lender has agreed to
make and/or maintain Advances and other financial accommodations to and for the benefit of the
Tribeca Borrowers, upon the terms and subject to the conditions set forth in the Tribeca
Forbearance Agreement; and



     Whereas, the Franklin Loan Parties and the Tribeca Borrowers are collectively
referred to as “Borrowers” and separately as a “Borrower”, and the Franklin Forbearance Agreement
and the Tribeca Forbearance Agreement are collectively referred to as the “Forbearance Agreements”
and separately as a “Forbearance Agreement;” and



     Whereas, as of even date herewith, the Grantor has executed (i) a certain Guaranty in
connection with the Franklin Forbearance Agreement (the “Franklin Guaranty”) and (ii) a certain
Guaranty in connection with the Tribeca Forbearance Agreement (the “Tribeca Guaranty,” and together
with the Franklin Guaranty, the “Guaranties”) whereby the Grantor guaranteed to Lender the prompt
and complete payment and performance by Borrowers of all Secured Obligations; and



     Whereas, the Forbearance Agreements, the Guaranties, each master credit and security
agreement, flow warehousing credit and security agreement, term loan and security agreement,
warehousing credit and security agreement, loan agreement, credit agreement, forbearance agreement,
promissory note, security agreement, certificate, letter of credit reimbursement agreement, pledge
agreement, control agreement, joinder agreement, counterpart signature page,



 









 







assignment, guaranty, banking services agreement, hedging agreement, cash management
agreement, consent agreement, collateral agreement, amendment, modification agreement, instrument
and financing statements and other loan documents (as any of the same may be amended, restated,
supplemented, modified or replaced from time to time) executed or delivered to Lender by any Loan
Party, are collectively referred to as the “Credit Documents”); and



     Whereas, pursuant to the respective Credit Documents, Lender has agreed subject to
certain conditions precedent, to make and/or maintain loans and other financial accommodations to
Borrowers from time to time; and



     Whereas, Lender has required as a condition, among others, of extending credit to
Borrowers or of renewing, extending, or forbearing from demanding immediate payment of extensions
of credit to Borrowers, that the Grantor enter into this Agreement.



     Now, Therefore, in consideration of the promises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees
with Lender as follows:



ARTICLE
I Defined Terms




     Section 1.1 Definitions



     (a) Terms used herein that are defined in the UCC have the meanings given to them in the UCC,
including the following terms (which are capitalized herein):



     “Account Debtor”, “Accounts”, “Chattel Paper”, “Commercial Tort Claim”, “Commodity Account”,
“Commodity Intermediary”, “Deposit Account”, “Documents”, “Entitlement Holder”, “Entitlement
Order”, “Equipment”, “Financial Asset”, “General Intangibles”, “Instruments”, “Inventory”,
“Investment Property”, “Letter-of-Credit Right”, “Proceeds”, “Securities Account”, “Securities
Intermediary”, “Security, “Security Entitlement”.



     (b) The following terms shall have the following meanings:



     “Additional Pledged Collateral” means all shares of, partnership interests in (whether limited
or general), and limited liability company interests in, all securities convertible into, and
warrants, options and other rights to purchase or otherwise acquire, stock of or interests in,
either (i) any Person that, after the date of this Agreement, as a result of any occurrence,
becomes a direct Subsidiary of the Grantor or (ii) any issuer of Pledged Stock, any Partnership or
any LLC that is acquired by the Grantor after the date hereof; all certificates or other
instruments representing any of the foregoing; all Security Entitlements of the Grantor in respect
of any of the foregoing; all additional indebtedness from time to time owed to the Grantor by any
obligor on the Pledged Notes and the instruments evidencing such indebtedness; and all interest,
cash, instruments and other property or Proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any of the foregoing. Additional Pledged
Collateral may be General Intangibles or Investment Property.



     “Agreement” means this Security Agreement.



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     “Approved Deposit Account” means any present or future Deposit Account of the Grantor that (i)
is maintained with Lender (or any affiliate thereof) or (ii) is subject to an effective Deposit
Account Control Agreement in favor of Lender and maintained with a Deposit Account Bank. “Approved
Deposit Account” includes all monies on deposit in a Deposit Account and all certificates and
instruments, if any, representing or evidencing such Deposit Account.



     “Approved Securities Intermediary” means a Securities Intermediary or Commodity Intermediary
acceptable to Lender and with respect to which the Grantor has delivered to Lender an executed
Control Account Agreement.



     “Banking Services” means each and any of the following bank services provided to the Grantor
by Lender or any of its affiliates: (a) commercial credit cards, (b) stored value cards and
(c) treasury management services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts and interstate depository network services).



     “Bankruptcy Code” means Title 11 of the United States Code (11 USC, § 101 et
seq), as amended from time to time, and any successor statute thereto, including (unless
the context requires otherwise) any rules or regulations promulgated thereunder.



     “Capital Leases” means a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP.



     “Cash Collateral Account” means any deposit account over which Lender has sole dominion and
control, or by contract agreement with others, established by Lender, in its sole discretion at
Lender, and entitled “The Huntington National Bank, as Secured Party for Franklin Management Credit
Corporation and/or Tribeca Lending Corp. (Blocked Account)” or such similar title as Lender may
approve or require.



     “Cash Equivalents” means (i) marketable direct obligations issued or unconditionally
guaranteed by the United States of America or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within one (1) year from the date of
acquisition thereof, (ii) marketable direct obligations issued by any state of the United States or
any political subdivision of any such state or any public instrumentality thereof maturing within
one (1) year from the date of acquisition thereof and, at the time of acquisition, having the
highest rating obtainable from either S&P or Moody’s, and (iii) certificates of deposit or bankers’
acceptances maturing within one (1) year from the date of acquisition thereof either (A) issued by
any bank organized under the laws of the United States or any state thereof which bank has a rating
of A or A2, or better, from S&P or Moody’s, or (B) issued by any other bank insured by the Federal
Deposit Insurance Corporation, (“FDIC”) provided that such certificates of deposit are less
than or equal to, in the aggregate, the deposit insurance coverage limit set by the FDIC for single
ownership accounts.



     “Collateral” has the meaning specified in Section 2.1.



     “Collection Account” means any Approved Deposit Account or Control Account in which cash and
Cash Equivalents may from time to time be on deposit or held therein as provided in this Agreement.



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     “Contingent Obligations” means any agreement, undertaking or arrangement by which the Grantor
assumes, guaranties, endorses, agrees to provide funding, or otherwise becomes or is contingently
liable upon the obligation or liability of any other Loan Party.



     “Control Account” means a Securities Account or Commodity Account that is subject of an
effective Control Account Agreement and that is maintained by the Grantor with an Approved
Securities Intermediary. “Control Account” includes all Financial Assets held in a Securities
Account or a Commodity Account and all certificates and instruments, if any, representing or
evidencing the Financial Assets contained therein.



     “Control Account Agreement” means an agreement, in form and substance acceptable to Lender,
executed by the relevant Loan Party, Lender and the relevant Approved Securities Intermediary.



     “Copyright Licenses” means any written agreement naming the Grantor as licensor or licensee
granting any right under any Copyright, including the grant of any right to copy, publicly perform,
create derivative works, manufacture, distribute, exploit or sell materials derived from any
Copyright.



     “Copyrights” means (a) all copyrights arising under the laws of the United States, any other
country or any political subdivision thereof, whether registered or unregistered and whether
published or unpublished, all registrations and recordings thereof and all applications in
connection therewith, including all registrations, recordings and applications in the United States
Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all renewals
thereof.



     “Credit Documents” has the meaning specified above in the recitals.



     “Deposit Account Bank” means a financial institution selected or approved by Lender and with
respect to which the Grantor has delivered to Lender an executed Deposit Account Control Agreement.



     “Deposit Account Control Agreement” means an agreement, in form and substance acceptable to
Lender, executed by the relevant Loan Party, Lender and the relevant Deposit Account Bank.



     “Event of Default” means each of the following: (a) any “Forbearance Default” shall occur
under any Forbearance Agreement; (b) the Grantor fails to perform or observe any covenant,
agreement or duty contained in this Agreement or any other Loan Document; or (c) any warranty,
representation or other statement made or deemed to be made by the Grantor in this Agreement or in
any Loan Document is false or misleading in any respect.



     “Excluded Property” means Equipment owned by the Grantor that is, and continues to be, subject
to a Permitted Lien listed on Schedule 8 attached hereto, if the contract or other agreement
pursuant to which such Lien is granted contains an enforceable prohibition on the creation of any
Lien on such Equipment in favor of Lender; and (b) equity interests (whether Investment Property
or General Intangibles), if the organizational or operating documents pursuant to which such equity
interests are issued or governed contain an enforceable prohibition



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on the creation of any Lien on such equity interests in favor of Lender; in each case, only to
the extent, and for so long as, such prohibition is not removed, terminated or rendered
unenforceable or otherwise deemed ineffective by applicable Law; provided, however, that “Excluded
Property” shall not include (i) the right to receive any payment of money (including, without
limitation, general intangibles for money due or to become due); and (ii) any proceeds, products,
offspring, accessions, rents, profits, income, benefits, substitutions or replacements of any of
the foregoing.



     “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board, the American Institute of Certified Public
Accountants and the Financial Accounting Standards Board as in effect from time to time in the
United States consistently applied.



     “Governmental Authority” means any nation or government, any federal, state, local or other
political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative authority or functions of or pertaining to government, including any
authority or other quasi-governmental entity established to perform any of such functions.



     “Indebtedness” means, at any time, (i) all indebtedness, obligations or other liabilities
(other than accounts payable arising in the ordinary course of business payable on terms customary
in the trade) which in accordance with GAAP should be classified as liabilities on the balance
sheet of such Person, including without limitation, (A) for borrowed money or evidenced by debt
securities, debentures, acceptances, notes or other similar instruments, and any accrued interest,
fees and charges relating thereto, (B) under profit payment agreements or in respect of obligations
to redeem, repurchase or exchange any securities or to pay dividends in respect of any stock, (C)
with respect to letters of credit, bankers acceptances, interest rate swaps or other contracts,
currency agreement or other financial products, (D) to pay the deferred purchase price of property
or services, or (E) in respect of Capital Leases; (ii) all indebtedness, obligations or other
liabilities secured by a lien on any property, whether or not such indebtedness, obligations or
liabilities are assumed by the owner of the same; and (iii) all Contingent Obligations.



     “Insolvency Proceeding” means any proceeding commenced by or against any Person under any
provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law,
receivership, assignment for the benefit of creditors, formal or informal moratorium, forbearance,
composition, extension generally with creditors, or proceedings seeking reorganization,
arrangement, or other similar relief.



     “Intellectual Property” means, collectively, all rights, priorities and privileges of the
Grantor relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including domain names, Copyrights, Copyright Licenses, Patents, Patent
Licenses, Trademarks, Trademark Licenses and trade secrets, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.



     “Intercompany Note” means any promissory note evidencing loans made by the Grantor to any of
its Subsidiaries or another Loan Party.



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     “Law” means any law (including common law), constitution, statute, treaty, convention,
regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental
Authority.



     “Lien” means any interest in an asset securing an obligation owed to, or a claim by, any
Person other than the owner of the asset, whether such interest shall be based on the common law,
statute, or contract, whether such interest shall be recorded or perfected, and whether such
interest shall be contingent upon the occurrence of some future event or events or the existence of
some future circumstance or circumstances, including the lien or security interest arising from any
mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment (collateral or otherwise),
hypothec, deposit arrangement, security agreement, conditional sale, trust receipt, lease,
consignment, or bailment for security purposes, judgment, claim encumbrance or statutory trust and
also including reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases, and other title exceptions and encumbrances affecting real
property.



     “LLC” means each limited liability company in which the Grantor has an interest, including
those set forth on Schedule 2.



     “LLC Agreement” means each operating agreement with respect to an LLC, as each agreement has
heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from
time to time.



     “Loan Documents” means the Credit Documents, any agreements or documents evidencing or
relating to the provision of any Banking Services by Lender for the benefit of a Loan Party, and
any other agreement, document, or arrangement (whether now existing or hereafter arising) by and
among Lender (or its affiliate) and one or more Loan Party.



     “Loan Party” means each of the Grantor, FCMC, Holding, any Subsidiary of Holding that is a
signatory to any Loan Document, Tribeca, any Subsidiary of Tribeca that is a signatory to any Loan
Document and any other Person who becomes a party to any Loan Document, and their respective
successors and assigns.



     “Master Trust Agreement” that certain Master Trust Agreement for the Franklin Credit Trusts
among FCMC, as a Depositor, Tribeca, as a Depositor, Deutsche Bank National Trust Company, as
Certificate Trustee and Deutsche Bank Trust Company Delaware dated as of December 15, 2008, as
amended, restated, supplemented or otherwise modified from time to time.



     “Material Intellectual Property” means Intellectual Property owned by or licensed to the
Grantor and material to the Grantor’s business.



     “Partnership” means each partnership or joint venture in which the Grantor has an interest,
including those set forth on Schedule 2.



     “Partnership Agreement” means each partnership or joint venture agreement governing a
Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated,
supplemented or otherwise modified.



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     “Patents” means (a) all letters patent of the United States, any other country or any
political subdivision thereof and all reissues and extensions thereof, (b) all applications for
letters patent of the United States or any other country and all divisions, continuations and
continuations-in-part thereof and (c) all rights to obtain any reissues or extensions of the
foregoing.



     “Patent License” means all agreements, whether written or oral, providing for the grant by or
to the Grantor of any right to manufacture, use, import, sell or offer for sale any invention
covered in whole or in part by a Patent.



     “Permitted Contests” means the right of the Grantor or another Loan Party to contest or
protest any Lien (other than any such Lien that secures the Secured Obligations), taxes (other than
payroll taxes or taxes that are the subject of a United States federal tax lien), or rental
payment, provided that (i) a reserve with respect to such obligation is established on such Loan
Party’s books and records in such amount as is required under GAAP, (ii) any such protest is
instituted promptly and prosecuted diligently by the applicable Loan Party in good faith, and (iii)
Lender is satisfied in its sole, good faith discretion, that, while any such protest is pending,
there will be no impairment of the enforceability, validity, or priority of any of a Lender’s
Liens.



     “Permitted Liens” means (i) any Liens held by Lender or an affiliate of Lender, (ii) Liens for
unpaid taxes that either are not yet delinquent, or do not constitute an Event of Default hereunder
and are the subject of a Permitted Contest, (iii) Liens set forth on Schedule 8 to the extent of
the Indebtedness referenced therein, (iv) the interests of lessors under operating leases, (v)
Liens securing purchase money Indebtedness or the interests of lessors under Capital Leases to the
extent that such Liens or interests secure Permitted Purchase Money Indebtedness, (vi) Liens
arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen,
or laborers, incurred in the ordinary course of the Grantor’s business and not in connection with
the borrowing of money, and which Liens either (A) are for sums not yet delinquent, or (B) are the
subject of Permitted Contests, (vii) Liens arising from deposits made in connection with obtaining
worker’s compensation or other unemployment insurance, (viii) Liens or deposits to secure
performance of bids, tenders, or leases incurred in the ordinary course of the Grantor’s business
and not in connection with the borrowing of money, (ix) Liens granted as security for surety or
appeal bonds in connection with obtaining such bonds in the ordinary course of the Grantor’s
business, and (x) Liens resulting from any judgment or award that is not an Event of Default
hereunder.



     “Permitted Purchase Money Indebtedness” means secured or unsecured purchase money Indebtedness
(including obligations under Capital Leases) incurred to finance the acquisition of fixed assets or
equipment, if such Indebtedness (i) has a scheduled maturity and is not due on demand, (ii) does
not exceed the purchase price of the items being purchased, and (iii) is not secured by any
property or assets other than the item or items being purchased.



     “Person” means any individual, corporation, firm, enterprise, partnership, trust, incorporated
or unincorporated association, joint venture, joint stock company, limited liability company or any
other entity of any kind or any government or political subdivision or any agency, department or
instrumentality thereof.



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     “Pledged Collateral” means, collectively, the Pledged Notes, the Pledged Stock, the Pledged
Partnership Interests, the Pledged LLC Interests, any other Investment Property of the Grantor, all
certificates or other instruments representing any of the foregoing and all Security Entitlements
of the Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles
or Investment Property.



     “Pledged LLC Interests” means all right, title and interest of any the Grantor as a member of
any LLC and all right, title and interest of the Grantor in, to and under any LLC Agreement to
which it is a party.



     “Pledged Notes” means all right, title and interest of the Grantor in the Instruments
evidencing all Indebtedness owed to the Grantor, including all Indebtedness described on Schedule
2, issued by the obligors named therein.



     “Pledged Partnership Interests” means all right, title and interest of the Grantor as a
limited or general partner in all Partnerships and all right, title and interest of the Grantor in,
to and under any Partnership Agreements to which it is a party.



     “Pledged Stock” means the shares of capital stock owned by the Grantor, including all shares
of capital stock listed on Schedule 2.



     “Rate Management Transactions” means any transaction (including an agreement with respect
thereto) now existing or hereafter entered into among any Loan Party, Lender or any affiliate of
Lender, or any of its subsidiaries or affiliates or their successors, which is a rate swap, basis
swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination thereof, whether linked to
one or more interest rates, foreign currencies, commodity prices, equity prices or other financial
measures.



     “Secured Obligations” means (a) any and all indebtedness, obligations, and liabilities now
existing or hereafter arising of the Grantor or any other Loan Party to Lender (or any affiliate)
or arising under or in connection with or evidenced by (i) the Credit Documents, this Agreement, or
any other Loan Document, (ii) any other agreement relating to (A) letters of credit or pursuant to
any letter of credit agreements or applications (if any), or pursuant to any agreement or document
relating to Banking Services, (B) any agreement in respect of any Rate Management Transaction, (C)
any agreement for any electronic transfers, treasury management, cash management services and
deposit and disbursement account liability, and (D) any agreement of guaranty, surety or indemnity
issued by such Person, (b) any and all indebtedness, obligations, and liabilities, now existing or
hereafter arising, whether absolute or contingent and however and whenever created, arising,
evidenced or acquired, of the Grantor or any other Loan Party owed to Lender (or any affiliate of
Lender), (and in each instance in clauses (a) and (b) above, whether arising before or after the
filing of a petition in bankruptcy and including all interest accrued after any such petition
date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced,
held or acquired, and (c) any and all reasonable expenses



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and charges, legal or otherwise, suffered or incurred by Lender or any affiliate of Lender in
collecting or enforcing any such indebtedness, obligation, and liability or in realizing on or
protecting or preserving any security therefore, including, without limitation, the Lien and
security interest granted by any Credit Document.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Subsidiary” of a Person means any corporation, partnership, limited liability company or
other entity in which such Person directly or indirectly owns or controls the securities or other
ownership interests having ordinary voting power to elect a majority of the board of directors, or
appoint managers or other persons performing similar functions.



     “Trademark License” means any agreement, whether written or oral, providing for the grant by
or to the Grantor of any right to use any Trademark.



     “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other source or business
identifiers, and, in each case, all goodwill associated therewith, whether now existing or
hereafter adopted or acquired, all registrations and recordings thereof and all applications in
connection therewith, in each case whether in the United States Patent and Trademark Office or in
any similar office or agency of the United States, any State thereof or any other country or any
political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the
right to obtain all renewals thereof.



     “Trust” means one or more of the Delaware statutory trusts created pursuant to the Master
Trust Agreement.



     “UCC” means the Uniform Commercial Code as from time to time in effect in the State of Ohio;
provided, however, that, in the event that, by reason of mandatory provisions of Law, any of the
attachment, perfection or priority of Lender’s security interest in any Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State of Ohio, the term
“UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions hereof relating to such attachment, perfection or priority and for purposes of
definitions related to such provisions.



     “Vehicles” means all vehicles covered by a certificate of title law of any state.



     Section 1.2 Certain Other Terms



     (a) In this Agreement, in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding” and the word “through” means “to and including.”



     (b) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this
Agreement as a whole and not to any particular Article, Section, subsection or clause in this
Agreement.



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     (c) References herein to a Schedule, Article, Section, subsection or clause refer to the
appropriate Schedule to, or Article, Section, subsection or clause in this Agreement.



     (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.



     (e) Any reference in this Agreement to a Loan Document shall include all appendices, exhibits
and schedules thereto, and, unless specifically stated otherwise all amendments, restatements,
supplements or other modifications thereto, and as the same may be in effect at any time such
reference becomes operative.



     (f) The term “Lender” includes its successors.



     (g) References in this Agreement to any statute shall be to such statute as amended or
modified and in effect from time to time.



ARTICLE II Grant of Security Interest




     Section 2.1 Collateral



     For the purposes of this Agreement, all of the following property now owned or at any time
hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may
acquire any right, title or interests, to the extent that any such property relates to assets of
Grantor under the Master Trust Agreement, is collectively referred to as the “Collateral”:



     all Accounts and all rights to payment of monetary obligations, whether or not earned by
performance, for property that has been or is to be sold, leased, licensed, assigned or otherwise
disposed of, or for services rendered or to be rendered, to a government, state, or governmental
unit; all Chattel Paper; all Deposit Accounts; any amounts or refunds received from or in
connection with any taxing authority; all Documents; all Equipment; all General Intangibles
(including, without limitation, all contractual rights arising under any purchase agreement or
assignments relating to mortgage loans); all Instruments; all Inventory; all Investment Property;
all Letter-of-Credit Rights; all Vehicles; the Commercial Tort Claims described on Schedule 7 and
on any supplement thereto received by Lender; all books and records pertaining to the other
property described in this Section 2.1; all other goods and personal property of the Grantor,
whether tangible or intangible and wherever located; all property of the Grantor held by Lender,
including all property of every description, in the possession or custody of or in transit to
Lender for any purpose, including safekeeping, collection or pledge, for the account of the Grantor
or as to which the Grantor may have any right or power; and to the extent not otherwise included,
all Proceeds.



     Section 2.2 Grant of Security Interest in Collateral



     The Grantor, as collateral security for the full, prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations,
hereby collaterally assigns, mortgages, pledges and hypothecates to Lender, and grants (whether
under the UCC or otherwise) to Lender a lien on and security interest in, and a



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collateral assignment of, all of its right, title and interest in, to and under the Collateral
of the Grantor; provided, however, that the foregoing grant of security interest shall not include
a security interest in any Excluded Property; provided, further, that, if and when any property
shall cease to be Excluded Property, Lender shall have, and at all times after the date hereof
deemed to have had, a security interest in such property.



     Section 2.3 Cash Collateral Accounts



     Lender may, in its discretion, establish one or more Cash Collateral Accounts with Lender, one
or more other Deposit Account Banks and one or more Approved Securities Intermediaries as it in its
sole discretion shall determine. Each such account shall be in the name of Lender (but may also
have words referring to the Grantor and such account’s purpose). The Grantor agrees that each such
Cash Collateral Account shall be under the sole dominion and control of Lender. Lender shall be
the sole Entitlement Holder with respect to each Securities Account constituting a Cash Collateral
Account and the only Persons authorized to give Entitlement Orders with respect thereto. Neither
the Grantor nor any other Loan Party or Person claiming on behalf of or through the Grantor or any
other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral
Account at any time prior to the termination of all outstanding Letters of Credit and the
indefeasible payment in full of all Secured Obligations. During the continuance of any Event of
Default, Lender shall apply all funds on deposit in any Cash Collateral Account as Lender may
elect.



ARTICLE III Representations and Warranties




     To induce Lender to enter into or maintain the Credit Documents, the Grantor hereby represents
and warrants each of the following to Lender:



     Section 3.1 Title; No Other Liens



     Except for the Lien granted to Lender pursuant to this Agreement, the other Loan Documents and
Permitted Liens, the Grantor is the record and beneficial owner of the Pledged Collateral pledged
by it hereunder constituting Instruments or certificated securities, is the Entitlement Holder of
all such Pledged Collateral constituting Investment Property held in a Securities Account and has
rights in or the power to transfer each other item of Collateral in which a Lien is granted by it
hereunder, free and clear of any Lien.



     Section 3.2 Perfection and Priority



     The security interest granted pursuant to this Agreement shall constitute a valid and
continuing perfected security interest in favor of Lender in the Collateral for which perfection is
governed by the UCC or filing with the United States Copyright Office upon (i) the completion of
the filings and other actions specified on Schedule 3 which, in the case of all filings and other
documents referred to on such schedule, have been delivered to Lender in completed and duly
executed form), (ii) the delivery to Lender of all Collateral consisting of Instruments and
certificated securities, in each case properly endorsed for transfer to Lender or in blank,
(iii) the execution of Control Account Agreements with respect to Investment Property not in
certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all
Deposit Accounts and (v) all appropriate filings having been made with the United States Copyright



11









 







Office. Such security interest shall be prior to all other Liens on the Collateral except for
Permitted Liens having priority over Lender’s Lien by operation of law or otherwise, as permitted
under this Agreement or any other Loan Documents.



     Section 3.3 Name; Jurisdiction of Organization; Chief Executive Office



     Except as set forth on Schedule 1, within the five-year period preceding the date hereof, the
Grantor has not had, or operated in any jurisdiction, under any trade name, fictitious name or
other name other than its legal name, and the Grantor’s jurisdiction of organization,
organizational identification number, if any, and the location of the Grantor’s chief executive
office or sole place of business is specified on Schedule 1.



     Section 3.4 Inventory and Equipment



     The Grantor’s Inventory and Equipment (other than mobile goods and Inventory or Equipment in
transit) are kept at the locations listed on Schedule 4 as supplemented pursuant to the terms
hereof.



     Section 3.5 Pledged Collateral



     (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged
hereunder by the Grantor are listed on Schedule 2 and constitute that percentage of the issued and
outstanding equity of all classes of each issuer thereof as set forth on Schedule 2.



     (b) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have
been duly and validly issued and are fully paid and nonassessable.



     (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the
obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, and general equitable principles (whether
considered in a proceeding in equity or at law).



     (d) Except for Pledged Collateral and Additional Pledged Collateral not required to be
delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any
Additional Pledged Collateral, consisting of certificated securities or Instruments has been
delivered to Lender in accordance with Section 4.4(a).



     (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a
Control Account.



     (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute
General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated
securities or Instruments in the possession of Lender, or (ii) that consisting of Financial Assets
currently held in a Control Account.



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     Section 3.6 Accounts



     No amount in excess of $5,000 payable to the Grantor under or in connection with any Account
is evidenced by any Instrument or Chattel Paper that has not been delivered to Lender, properly
endorsed for transfer, to the extent delivery is required by Section 4.4.



     Section 3.7 Intellectual Property



     (a) Schedule 5 lists all Material Intellectual Property of the Grantor, separately identifying
that owned by the Grantor and that licensed to the Grantor. The Material Intellectual Property set
forth on Schedule 5 for the Grantor constitutes all of the intellectual property rights necessary
to conduct its business.



     (b) All Material Intellectual Property owned by the Grantor is valid, subsisting, unexpired
and enforceable, has not been adjudged invalid and has not been abandoned and the use thereof in
the business of the Grantor does not infringe the intellectual property rights of any other Person.



     (c) Except as set forth in Schedule 5, none of the Material Intellectual Property owned by the
Grantor is the subject of any licensing or franchise agreement pursuant to which the Grantor is the
licensor or franchisor.



     (d) No holding, decision or judgment has been rendered by any Governmental Authority that
would limit, cancel or question the validity of, or the Grantor’s rights in, any Material
Intellectual Property.



     (e) Except as set forth in Schedule 5, no action or proceeding seeking to limit, cancel or
question the validity of any Material Intellectual Property owned by the Grantor or the Grantor’s
ownership interest therein is pending or, to the knowledge of the Grantor, threatened. There are
no claims, judgments or settlements to be paid by the Grantor relating to the Material Intellectual
Property.



          Section 3.8 Deposit Accounts; Securities Accounts



     The only Deposit Accounts or Securities Accounts maintained by the Grantor are those listed on
Schedule 6 as supplemented pursuant to the terms hereof.



          Section 3.9 Commercial Tort Claims



     The only existing or potential Commercial Tort Claims pending or threatened in writing of the
Grantor existing (regardless of whether the amount, defendant or other material facts can be
determined and regardless of whether such Commercial Tort Claim has been asserted, threatened or
has otherwise been made known to the obligee thereof or whether litigation has been commenced for
such claims) are those listed on Schedule 7 as supplemented pursuant to the terms hereof.



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ARTICLE IV Covenants




     The Grantor agrees with Lender to the following, as long as any Secured Obligation remains
outstanding or Lender has any obligation to extend credit to any Loan Party under any Loan
Document, and, in each case, unless Lender otherwise consents in writing:



     Section 4.1 Generally



     The Grantor shall (a) except for the security interest created by this Agreement, not create
or suffer to exist any Lien upon or with respect to any Collateral, except Permitted Liens, (b) not
use or permit any Collateral to be used unlawfully or in violation of any provision of this
Agreement, any other Loan Document, any applicable Law or any policy of insurance covering the
Collateral, (c) not sell, transfer or assign (by operation of law or otherwise) any Collateral
except as permitted under the Loan Documents, (d) not enter into any agreement or undertaking
restricting the right or ability of the Grantor or Lender to sell, assign or transfer any
Collateral except as permitted under the Loan Documents and (e) promptly notify Lender of its entry
into any agreement or assumption of undertaking that restricts the ability to sell, assign or
transfer any Collateral.



     Section 4.2 Maintenance of Perfected Security Interest; Further Documentation



     (a) At any time and from time to time, upon the written request of Lender, and at the sole
expense of the Borrowers, the Grantor shall maintain the security interest created by this
Agreement as a perfected security interest having at least the priority described in Section 3.2
and shall defend such security interest against the claims and demands of all Persons.



     (b) At any time and from time to time, upon the written request of Lender, the Grantor shall
furnish to Lender from time to time (i) statements and schedules identifying and describing the
Collateral as required to be furnished to the depositor, the certificateholders or the owners
pursuant to the terms of the Master Trust Agreement and (ii) such other reports in connection with
the Collateral as Lender may reasonably request, all in reasonable detail at the sole expense of
the Borrowers.



     (c) At any time and from time to time, upon the written request of Lender, and at the sole
expense of the Borrowers, the Grantor shall promptly and duly execute and deliver, and have
recorded, such further instruments and documents and take such further action as Lender may
reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement
and of the rights and powers herein granted, including the filing of any financing or continuation
statement under the UCC (or other similar laws) in effect in any jurisdiction with respect to the
security interest created hereby and the execution and delivery of Deposit Account Control
Agreements and Control Account Agreements.



     Section 4.3 Changes in Locations, Name, Etc.



     (a) Except upon 15 days’ prior written notice to Lender and delivery to Lender of (i) all
additional documents reasonably requested by Lender to maintain the validity, perfection and
priority of the security interests provided for herein and (ii) if applicable, a written



14









 







supplement to Schedule 4 showing any additional location at which Inventory or Equipment shall
be kept, the Grantor shall not do any of the following:




     (i) permit any Inventory or Equipment to be kept at a location other than those listed
on Schedule 4, except for Inventory or Equipment in transit to and from such locations;




     (ii) change its jurisdiction of organization or the location of its chief executive
office or sole place of business from that referred to in Section 3.3; or




     (iii) change its name, identity or corporate structure to such an extent that any
financing statement filed in connection with this Agreement would become seriously
misleading.



     (b) The Grantor shall keep and maintain at its own cost and expense satisfactory and complete
records of the Collateral, including a record of all payments received and all credits granted with
respect to the Collateral and all other dealings with the Collateral. Except to the extent any
such Vehicle is Excluded Property, if requested by Lender, the security interest of Lender shall be
noted on the certificate of title of each Vehicle.



     Section 4.4 Pledged Collateral



     (a) The Grantor shall (i) deliver to Lender, all certificates and Instruments representing or
evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing
or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by
the Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment
in blank, all in form and substance satisfactory to Lender, together, in respect of any Additional
Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially form
substance acceptable to Lender or such other documentation acceptable to Lender and (ii) maintain
all other Pledged Collateral constituting Investment Property in a Control Account. The Grantor
authorizes Lender to attach each Pledge Amendment to this Agreement. From and after the occurrence
and during the continuance of an Event of Default, Lender shall have the right, at any time in its
discretion and without notice to any Loan Party, to transfer to or to register in its name or in
the name of its nominees any Pledged Collateral. Lender shall have the right at any time to
exchange any certificate or instrument representing or evidencing any Pledged Collateral for
certificates or instruments of smaller or larger denominations.



     (b) Except as provided in Article V, the Grantor shall be entitled to receive all cash
dividends paid in respect of the Pledged Collateral (other than liquidating or similar dividends)
with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral
upon the liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of
capital made on or in respect of any Pledged Collateral or any property distributed upon or with
respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the
capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless
otherwise subject to a perfected security interest in favor of Lender, be delivered to Lender to be
held by it hereunder as additional collateral security for the Secured Obligations. If



15









 







any sum of money or property so paid or distributed in respect of any Pledged Collateral shall
be received by the Grantor, such the Grantor shall, until such money or property is paid or
delivered to Lender, hold such money or property in trust for Lender, segregated from other funds
the Grantor, as additional security for the Secured Obligations.



     (c) Except as provided in Article V, the Grantor shall be entitled to exercise all voting,
consent and corporate rights with respect to the Pledged Collateral; provided, however, that no
vote shall be cast, consent given or right exercised or other action taken by the Grantor that
would impair the Collateral, be inconsistent with or result in any violation of any provision of
this Agreement or any other Loan Document or, without prior notice to Lender, enable or permit any
issuer of Pledged Collateral to issue any stock or other equity securities of any nature or to
issue any other securities convertible into or granting the right to purchase or exchange for any
stock or other equity securities of any nature of any issuer of Pledged Collateral.



     (d) The Grantor shall not grant control over any Investment Property to any Person other than
Lender.



     (e) In the case of the Grantor that is an issuer of Pledged Collateral, the Grantor agrees to
be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall
comply with such terms insofar as such terms are applicable to it. In the case of the Grantor that
is a partner in a Partnership, the Grantor hereby consents to the extent required by the applicable
Partnership Agreement to the pledge by the Grantor, pursuant to the terms hereof, of the Pledged
Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests
to Lender or its nominee and to the substitution of Lender or its nominee as a substituted partner
in such Partnership with all the rights, powers and duties of a general partner or a limited
partner, as the case may be. In the case of the Grantor that is a member of an LLC, the Grantor
hereby consents to the extent required by the applicable LLC Agreement to the pledge by the
Grantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer
of such Pledged LLC Interests to Lender or its nominee and to the substitution of Lender or its
nominee as a substituted member of the LLC with all the rights, powers and duties of a member of
the LLC in question.



     (f) The Grantor shall not agree to any amendment of an LLC Agreement or Partnership Agreement
that in any way adversely affects the perfection of the security interest of Lender in the Pledged
Partnership Interests or Pledged LLC Interests pledged by the Grantor hereunder, including any
amendment electing to treat the membership interest or partnership interest of the Grantor as a
security under Article 8 of the UCC.



     Section 4.5 Control Accounts; Approved Deposit Accounts



     (a) The Grantor shall use its best efforts to get control agreements on all accounts within 30
days of the date hereof, and shall (i) deposit in an Approved Deposit Account all cash received by
the Grantor, (ii) not establish or maintain any Securities Account that is not a Control Account
and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank,
Lender or an affiliate of Lender.



16









 





     (b) The Grantor shall instruct each Account Debtor or other Person obligated to make a payment
to the Grantor under a General Intangible to make payment, or to continue to make payment, as the
case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all
Proceeds of such Accounts and General Intangibles received by the Grantor from any other Person
immediately upon receipt.



     (c) In the event (i) the Grantor or any Approved Securities Intermediary or Deposit Account
Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a
Control Account or Approved Deposit Account for any reason, (ii) Lender shall demand such
termination as a result of the failure of an Approved Securities Intermediary or Deposit Account
Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account
Control Agreement, or (iii) Lender determines in its sole good faith discretion that the financial
condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has
materially deteriorated, the Grantor agrees to notify all of its obligors that were making payments
to such terminated Control Account or Approved Deposit Account, as the case may be, to make all
future payments to another Control Account or Approved Deposit Account, as the case may be.



     (d) Lender agrees that it shall not provide any instruction with respect to any Approved
Deposit Account or Control Account unless an Event of Default has occurred and is continuing.



     Section 4.6 Accounts



     (a) The Grantor shall not, other than in the ordinary course of business consistent with its
past practice, (i) grant any extension of the time of payment of any Account, (ii) compromise or
settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Account, (iv) allow any credit or discount on any Account or
(v) amend, supplement or modify any Account in any manner that could adversely affect the value
thereof.



     (b) Lender shall have the right to make test verifications of the Accounts in any manner and
through any medium that Lender reasonably considers advisable, and the Grantor shall furnish all
such assistance and information as Lender may reasonably require in connection therewith. At any
time and from time to time, upon Lender’s request and at the expense of the Grantor, the Grantor
shall cause independent public accountants or others satisfactory to Lender to furnish to Lender
reports showing reconciliations, aging and test verifications of, and trial balances for, the
Accounts.



     Section 4.7 Delivery of Instruments and Chattel Paper



     If any amount in excess of $5,000 payable under or in connection with any Collateral owned by
the Grantor shall be or become evidenced by an Instrument or Chattel Paper, the Grantor shall
immediately deliver such Instrument or Chattel Paper to Lender, duly indorsed in a manner
satisfactory to Lender, or, if consented to by Lender, shall mark all such Instruments and Chattel
Paper with the following legend: “This writing and the obligations evidenced or secured hereby are
subject to the security interest of The Huntington National Bank”.



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     Section 4.8 Intellectual Property



     (a) The Grantor (either itself or through licensees) shall (i) continue to use each Trademark
that is Material Intellectual Property in order to maintain such Trademark in full force and effect
with respect to each class of goods for which such Trademark is currently used, free from any claim
of abandonment for non-use, (ii) maintain as in the past the quality of products and services
offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration
and all other notices and legends required by applicable Law, (iv) not adopt or use any mark that
is confusingly similar or a colorable imitation of such Trademark unless Lender shall obtain a
perfected security interest in such mark pursuant to this Agreement and (v) not (and not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such
Trademark may become invalidated or impaired in any way.



     (b) The Grantor (either itself or through licensees) shall not do any act, or omit to do any
act, whereby any Patent that is Material Intellectual Property may become forfeited, abandoned or
dedicated to the public.



     (c) The Grantor (either itself or through licensees) (i) shall not (and shall not permit any
licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the
Copyrights that is Material Intellectual Property may become invalidated or otherwise impaired and
(ii) shall not (either itself or through licensees) do any act whereby any portion of the
Copyrights that is Material Intellectual Property may fall into the public domain.



     (d) The Grantor (either itself or through licensees) shall not do any act, or omit to do any
act, whereby any trade secret that is Material Intellectual Property may become publicly available
or otherwise unprotectable.



     (e) The Grantor (either itself or through licensees) shall not do any act that knowingly uses
any Material Intellectual Property to infringe the intellectual property rights of any other
Person.



     (f) The Grantor shall notify Lender immediately if it knows, or has reason to know, that any
application or registration relating to any Material Intellectual Property may become forfeited,
abandoned or dedicated to the public, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any
country) regarding the Grantor’s ownership of, right to use, interest in, or the validity of, any
Material Intellectual Property or the Grantor’s right to register the same or to own and maintain
the same.



     (g) Whenever the Grantor, either by itself or through any agent, licensee or designee, shall
file an application for the registration of any Intellectual Property with the United States Patent
and Trademark Office, the United States Copyright Office or any similar office or agency within or
outside the United States, the Grantor shall report such filing to Lender within five Business Days
after the last day of the fiscal quarter in which such filing occurs. Upon request of Lender, the
Grantor shall execute and deliver, and have recorded, all agreements, instruments, documents and
papers as Lender may request to evidence Lender’s security interest in any



18









 







Copyright, Patent or Trademark and the goodwill and general intangibles of the Grantor
relating thereto or represented thereby.



     (h) The Grantor shall take all reasonable actions necessary or requested by Lender, including
in any proceeding before the United States Patent and Trademark Office, the United States Copyright
Office or any similar office or agency, to maintain and pursue each application (and to obtain the
relevant registration) and to maintain each registration of any Copyright, Trademark or Patent that
is Material Intellectual Property, including filing of applications for renewal, affidavits of use,
affidavits of incontestability and opposition and interference and cancellation proceedings.



     (i) In the event that any Material Intellectual Property is infringed upon or misappropriated
or diluted by a third party, the Grantor shall notify Lender promptly after the Grantor learns
thereof. The Grantor shall take appropriate action in response to such infringement,
misappropriation of dilution, including promptly bringing suit for infringement, misappropriation
or dilution and to recover all damages for such infringement, misappropriation of dilution, and
shall take such other actions as may be appropriate in its reasonable judgment under the
circumstances to protect such Material Intellectual Property.



     (j) Unless otherwise agreed to by Lender, the Grantor shall execute and deliver to Lender for
filing in (i) the United States Copyright Office a short-form copyright security agreement in form
and substance acceptable to Lender, (ii) in the United States Patent and Trademark Office a
short-form patent security agreement in form and substance acceptable to Lender and (iii) the
United States Patent and Trademark Office a short-form trademark security agreement in form and
substance acceptable to Lender.



          Section 4.9 Vehicles



     Upon the request of Lender, on or before the date of this Agreement and within ten (10) days
after the date of acquisition of any Vehicle acquired after the date hereof, the Grantor shall
execute a short-form motor vehicle security agreement, in form and substance acceptable to Lender,
specifically describing each Vehicle owned by the Grantor. In addition, upon the request of
Lender, within 30 days after the date of such request and, with respect to any Vehicle acquired by
the Grantor subsequent to the date of any such request, within 30 days after the date of
acquisition thereof, the Grantor shall (i) file all applications for certificates of title or
ownership indicating Lender’s first priority security interest in the Vehicle covered by such
certificate and any other necessary documentation, in each office in each jurisdiction that Lender
shall deem advisable to perfect its security interests in the Vehicles.



          Section 4.10 Notice of Commercial Tort Claims



     The Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim
(whether from another Person or because such Commercial Tort Claim shall have come into existence),
(i) the Grantor shall, immediately upon such acquisition, deliver to Lender, in each case in form
and substance satisfactory to Lender, a notice of the existence and nature of such Commercial Tort
Claim and deliver a supplement to Schedule 7 containing a specific description of such Commercial
Tort Claim, certified by the Grantor as true, correct and complete, (ii) the



19









 







provision of Section 2.1 shall apply to such Commercial Tort Claim (and the Grantor authorizes
Lender to supplement such schedule with a description of such Commercial Tort Claim if the Grantor
fails to deliver the supplement described in clause (i)) and (iii) the Grantor shall execute and
deliver to Lender, in each case in form and substance satisfactory to Lender, any certificate,
agreement and other document, and take all other action, deemed by Lender to be reasonably
necessary or appropriate for Lender to obtain a first-priority, perfected security interest in all
such Commercial Tort Claims. Any supplement to Schedule 7 delivered pursuant to this Section 4.10
shall become part of Schedule 7 for all purposes hereunder other than, absent a written consent of
Lender, for purpose of the representations and warranties set forth in Section 3.9.



ARTICLE
V Remedial Provisions




     Section 5.1 Code and Other Remedies



     During the continuance of an Event of Default, Lender may exercise, in addition to all other
rights and remedies granted to Lender in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured
party under the UCC or any other applicable Law. Without limiting the generality of the foregoing,
Lender, without demand of performance or other demand, presentment, protest, advertisement or
notice of any kind (except any notice required by Law referred to below) to or upon the Grantor or
any other Person (all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any
Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, at any exchange, broker’s board or office of Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any credit risk. Lender
shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon
any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free
of any right or equity of redemption in the Grantor, which right or equity is hereby waived and
released. The Grantor further agrees, at Lender’s request, to assemble the Collateral and make it
available to Lender at places that Lender shall reasonably select, whether at the Grantor’s
premises or elsewhere. Lender shall apply the net proceeds of any action taken by it pursuant to
this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any Collateral or in any way
relating to the Collateral or the rights of Lender hereunder, including reasonable attorneys’ fees
and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as
the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order
as Lender may elect), and only after such application and after the payment by Lender of any other
amount required by any provision of Law, need Lender account for the surplus, if any, to the
Grantor. To the extent permitted by applicable Law, the Grantor waives all claims, damages and
demands it may acquire against Lender arising out of the exercise by them of any rights hereunder.
If any notice of a proposed sale or other disposition of Collateral shall be required by Law, such
notice shall be deemed reasonable and proper if given at least 10 days before such sale or other
disposition.



20









 





     Section 5.2 Accounts and Payments in Respect of General Intangibles



     (a) If required by Lender in writing at any time during the continuance of an Event of
Default, the Grantor shall cause all payment of Accounts or payment in respect of General
Intangibles to be directed to a Cash Collateral Account, and if collected by any Loan Party, each
such payment shall be forthwith deposited by the Grantor in the exact form received, duly indorsed
by the Grantor to Lender if required, in a Cash Collateral Account. Until so turned over, each
such payment shall be held by the Grantor in trust for Lender, segregated from other funds of the
Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles
shall be accompanied by a report identifying in reasonable detail the nature and source of the
payments included in the deposit.



     (b) At Lender’s request in writing, during the continuance of an Event of Default, the Grantor
shall deliver to Lender all original and other documents evidencing, and relating to, the
agreements and transactions that gave rise to the Accounts or payments in respect of General
Intangibles, including all original orders, invoices and shipping receipts.



     (c) Lender may, without notice, at any time during the continuance of an Event of Default,
limit or terminate the authority of the Grantor to collect its Accounts or amounts due under
General Intangibles or any thereof.



     (d) Lender in its own name or in the name of others may at any time during the continuance of
an Event of Default communicate with Account Debtors to verify with them to Lender’s satisfaction
the existence, amount and terms of any Account or amounts due under any General Intangible.



     (e) Upon the request of Lender in writing at any time after the occurrence of an Event of
Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have
been collaterally assigned to Lender and that payments in respect thereof shall be made directly to
Lender or to a Cash Collateral Account. In addition, Lender may at any time during the continuance
of an Event of Default enforce the Grantor’s rights against such Account Debtors and obligors of
General Intangibles.



     (f) Anything herein to the contrary notwithstanding, the Grantor shall remain liable under
each of the Accounts and payments in respect of General Intangibles to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with
the terms of any agreement giving rise thereto. Lender shall not have any obligation or liability
under any agreement giving rise to an Account or a payment in respect of a General Intangible by
reason of or arising out of this Agreement or the receipt by Lender of any payment relating
thereto, nor shall Lender be obligated in any manner to perform any obligation of any Loan Party
under or pursuant to any agreement giving rise to an Account or a payment in respect of a General
Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any
payment received by it or as to the sufficiency of any performance by any party thereunder, to
present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts that may have been assigned to it or to which it may be entitled at any time or
times.



21









 





     Section 5.3 Pledged Collateral



     (a) During the continuance of an Event of Default, upon notice by Lender to the Grantor,
(i) Lender shall have the right to receive any Proceeds of the Pledged Collateral and make
application thereof to the Secured Obligations in the order set forth in the Loan Documents (or if
no such order is set forth therein, then in such order as Lender may elect) and (ii) Lender or its
nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged
Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant
issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and
subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it
were the absolute owner thereof (including the right to exchange at its discretion any of the
Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other
fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to
deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as Lender may determine), all
without liability except to account for property actually received by it; provided, however, that
Lender shall have no duty to any the Grantor or any other Loan Party to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or delay in so doing.



     (b) In order to permit Lender to exercise the voting and other consensual rights that they may
be entitled to exercise pursuant hereto and to receive all dividends and other distributions that
they may be entitled to receive hereunder, (i) the Grantor shall, promptly execute and deliver (or
cause to be executed and delivered) to Lender all such proxies, dividend payment orders and other
instruments as Lender may from time to time reasonably request and (ii) without limiting the effect
of clause (i) above, the Grantor hereby grants to Lender an irrevocable proxy to vote all or any
part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to
which a holder of the Pledged Collateral would be entitled (including giving or withholding written
consents of shareholders, partners or members, as the case may be, calling special meetings of
shareholders, partners or members, as the case may be, and voting at such meetings), which proxy
shall be effective, automatically and without the necessity of any action (including any transfer
of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including
the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an
Event of Default and which proxy shall only terminate upon the payment in full of the Secured
Obligations.



     (c) The Grantor hereby expressly authorizes and instructs each issuer of any Pledged
Collateral pledged hereunder by the Grantor to (i) comply with any instruction received by it from
Lender in writing that (A) states that an Event of Default has occurred and is continuing and
(B) is otherwise in accordance with the terms of this Agreement, without any other or further
instructions from the Grantor, and the Grantor agrees that such issuer shall be fully protected in
so complying and (ii)  unless otherwise expressly permitted hereby, pay any dividend or other
payment with respect to the Pledged Collateral directly to Lender.



22









 





          Section 5.4 Proceeds to be Turned Over To Lender



     All Proceeds received by Lender hereunder during the continuance of an Event of Default shall
be held by Lender in a Cash Collateral Account. All Proceeds while held by Lender in a Cash
Collateral Account (or by the Grantor in trust for Lender) shall continue to be held as collateral
security for the Secured Obligations and shall not constitute payment thereof until applied to the
payment of the Secured Obligations.



          Section 5.5 Sale of Pledged Collateral



     (a) The Grantor recognizes that Lender may be unable to effect a public sale of any Pledged
Collateral by reason of certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise or may determine that a public sale is impracticable or not
commercially reasonable and, accordingly, may resort to one or more private sales thereof to a
restricted group of purchasers that shall be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view to the distribution or resale
thereof. The Grantor acknowledges and agrees that any such private sale may result in prices and
other terms less favorable than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner, provided that such deposition is in compliance with the Uniform
Commercial Code. Lender shall be under no obligation to delay a sale of any Pledged Collateral for
the period of time necessary to permit the issuer thereof to register such securities for public
sale under the Securities Act, or under applicable state securities laws, even if such issuer would
agree to do so.



     (b) The Grantor agrees to use its best efforts to do or cause to be done all such other acts
as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral
pursuant to this Section 5.5 valid and binding and in compliance with all other applicable Law.
The Grantor further agrees that a breach of any covenant contained in this Section 5.5 will cause
irreparable injury to Lender, that Lender has no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section 5.5 shall be
specifically enforceable against the Grantor, and the Grantor hereby waives and agrees not to
assert any defense against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under any Loan Document.



          Section 5.6 Deficiency



     The Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Secured Obligations and the reasonable
fees and disbursements of any attorney employed by Lender to collect such deficiency.



ARTICLE VI Lender




          Section 6.1 Lender’s Appointment as Attorney-in-Fact



     (a) The Grantor hereby irrevocably constitutes and appoints Lender and any officer or agent
thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Grantor and in the name of the



23









 




Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to
take any appropriate action and to execute any document or instrument that may be necessary or
desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the
foregoing, the Grantor hereby gives Lender the power and right, on behalf of the Grantor, upon
notice to or assent by the Grantor, to do any of the following:





     (i) in the name of the Grantor or its own name, or otherwise, take possession of and
indorse and collect any check, draft, note, acceptance or other instrument for the payment
of moneys due under any Account or General Intangible or with respect to any other
Collateral and file any claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by Lender for the purpose of collecting any such
moneys due under any Account or General Intangible or with respect to any other Collateral
whenever payable;




     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any agreement, instrument, document or paper as Lender may request to evidence Lender’s
security interest in such Intellectual Property and the goodwill and General Intangibles of
the Grantor relating thereto or represented thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repair or pay or discharge any insurance called for by the terms of
this Agreement (including all or any part of the premiums therefore and the costs thereof);




     (iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5,
any endorsement, assignment or other instrument of conveyance or transfer with respect to
the Collateral; or




     (v) (A) direct any party liable for any payment under any Collateral to make payment of
any moneys due or to become due thereunder directly to Lender or as Lender shall direct,
(B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims
and other amounts due or to become due at any time in respect of or arising out of any
Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading,
storage or warehouse receipt, draft against debtors, assignment, verification, notice and
other document in connection with any Collateral, (D) commence and prosecute any suit,
action or proceeding at law or in equity in any court of competent jurisdiction to collect
any Collateral and to enforce any other right in respect of any Collateral, (E) defend any
suit, action or proceeding brought against the Grantor with respect to any Collateral,
(F) settle, compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as Lender may deem appropriate, (G) assign any
Copyright, Patent or Trademark (along with the goodwill of the business to which any such
Trademark pertains) throughout the world for such term or terms, on such conditions, and in
such manner as Lender shall in its sole discretion determine, including the execution and
filing of any document necessary to effectuate or record such assignment and (H) generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal with any
Collateral as fully and completely as though Lender was the absolute owner thereof for all
purposes, and do, at



24









 







Lender’s option and the Grantor’s expense, at any time, or from time to time, all acts
and things that Lender deems necessary to protect, preserve or realize upon the Collateral
and Lender’s security interests therein and to effect the intent of this Agreement, all as
fully and effectively as the Grantor might do.



     (b) If the Grantor fails to perform or comply with any of its agreements contained herein,
Lender, at its option, but without any obligation so to do, may perform or comply, or otherwise
cause performance or compliance, with such agreement.



     (c) The expenses of Lender incurred in connection with actions undertaken as provided in this
Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum
at which interest would then be payable on any past due amount under any Credit Document from the
date of payment by Lender to the date reimbursed by the Grantor, shall be payable by the Grantor to
Lender on demand.



     (d) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the security interests
created hereby are released.



          Section 6.2 Duty of Lender



     Lender’s sole duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession shall be to deal with it in the same manner as Lender deals with
similar property for its own account. Neither Lender, nor any of its respective officers,
directors, employees or agents shall be liable for failure to demand, collect or realize upon any
Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the Grantor or any other Person or to take any other
action whatsoever with regard to any Collateral. The powers conferred on Lender hereunder are
solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to
exercise any such powers. Lender shall be accountable only for amounts that Lender actually
receives as a result of the exercise of such powers, and neither Lender nor any of Lender’s
officers, directors, employees or agents shall be responsible to the Grantor for any act or failure
to act hereunder, except for Lender’s gross negligence or willful misconduct.



          Section 6.3 Financing Statements



     The Grantor hereby authorizes Lender to file, and if requested will deliver to Lender, all
financing statements and other documents and take such other actions as may from time to time be
requested by Lender in order to maintain a first perfected security interest in and, if applicable,
control of, the Collateral. Any financing statement filed by Lender may be filed in any filing
office in any UCC jurisdiction and may (i) indicate the Collateral (1) as all assets of the Grantor
or words of similar effect, regardless of whether any particular asset comprised in the Collateral
falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other
description which reasonably approximates the description contained in this Agreement, and (ii)
contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or
filing office acceptance of any financing statement or amendment, including (A) whether the



25









 







Grantor is an organization, the type of organization and any organization identification
number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing
or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description
of real property to which the Collateral relates. The Grantor also agrees to furnish any such
information to Lender promptly upon request. The Grantor also ratifies its authorization for
Lender to have filed in any UCC jurisdiction any initial financing statements or amendments thereto
if filed prior to the date hereof.



ARTICLE
VII Miscellaneous




     Section 7.1 Amendments in Writing



     None of the terms or provisions of this Agreement may be waived, amended, restated,
supplemented or otherwise modified without the written consent of Lender and the Grantor.



     Section 7.2 Notices



     All communications under this Agreement shall be in writing and shall be sent by facsimile or
by a nationally recognized overnight delivery service (i) if to Lender, at the address set forth
below Lender’s signature to this Agreement, or at such other address as may have been furnished in
writing to Grantor, by Lender; and (ii) if to Grantor, at the address set forth below Grantor’s
signature to this Agreement, or at such other address as may have been furnished in writing to
Lender by the Grantor. Any notice so addressed and sent by telecopier shall be deemed to be given
when confirmed, and any notice sent by nationally recognized overnight delivery service shall be
deemed to be given the next day after the same is delivered to such carrier.



     Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies



     Lender shall not by any act (except by a written instrument pursuant to Section 7.1), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Event of Default. No failure to exercise, nor any delay in exercising, on the
part of Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. A waiver by
Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy that Lender would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by Law.



     Section 7.4 Successors and Assigns



     This Agreement shall be binding upon the successors and assigns of the Grantor and shall inure
to the benefit of Lender and its respective successors and assigns; provided, however, that the
Grantor may not assign, transfer or delegate any of its rights or obligations under this Agreement
without the prior written consent of Lender.



26









 





     Section 7.5 Counterparts



     This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by telecopy), each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple counterparts and attached to a single counterpart so
that all signature pages are attached to the same document. Delivery of an executed counterpart by
telecopy shall be effective as delivery of a manually executed counterpart.



     Section 7.6 Severability



     Any provision of this 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 7.7 Section Headings



     The Article and Section titles contained in this Agreement are, and shall be, without
substantive meaning or content of any kind whatsoever and are not part of the agreement of the
parties hereto.



     Section 7.8 Entire Agreement



     This Agreement together with the other Loan Documents represents the entire agreement of the
parties and supersedes all prior agreements and understandings relating to the subject matter
hereof.



     Section 7.9 Governing Law



     This agreement and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the State of Ohio, without regard to its
conflict of law principles.



     Section 7.10 Additional Loan Parties



     The Grantor hereby agrees and covenants that it will cause each of the Grantor’s Subsidiaries,
if any, that are not a signatory hereto on the date of this Agreement to execute and deliver to
Lender a Joinder Agreement in form and substance acceptable to Lender and shall thereafter for all
purposes be a party hereto and have the same rights, benefits and obligations as the Grantor on the
date of this Agreement.



     Section 7.11 Reinstatement



     The Grantor further agrees that, if any payment made by the Grantor or other Person and
applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded,



27









 







invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or
repaid, or the proceeds of Collateral are required to be returned by Lender to the Grantor, its
estate, trustee, receiver or any other party, including any Loan Party, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such payment or
repayment, any Lien or other Collateral securing such liability shall be and remain in full force
and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted
hereby or other Collateral securing such liability hereunder shall have been released or terminated
by virtue of such cancellation or surrender, such Lien or other Collateral shall be reinstated in
full force and effect, and such prior cancellation or surrender shall not diminish, release,
discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any
Loan Party in respect of the amount of such payment.



   Section 7.12 Limitation on Liability.



     It is expressly understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by Deutsche Bank National Trust Company (“DBNTC”) on behalf of the related
Trust created pursuant to the Master Trust Agreement and not individually or personally but solely
as Certificate Trustee, in the exercise of the powers and authority conferred and vested in it
under the Master Trust Agreement, (b) each of the representations, undertakings and agreements
herein made on the part of the Grantor is made and intended not as a personal representation,
undertaking or agreement by DBNTC but is made and intended for the purpose of binding only such
Trust as Grantor, (c) nothing herein contained shall be construed as creating any liability on
DBNTC, individually or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto and by any Person
claiming by, through or under the parties hereto, and (d) under no circumstances shall DBNTC be
personally liable for the payment of any indebtedness or expenses of any Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made or undertaken by any
Trust under this Agreement or otherwise. All Persons having any claim against the Grantor by
reason of the transactions contemplated by this Agreement shall look only to the Trust Estate (as
defined in the Master Trust Agreement) of the related Trust for payment or satisfaction thereof.



[Signature Page Follows]




28









 





          In witness whereof, the undersigned has caused this Agreement to be duly executed and
delivered as of the date first above written.




	 	 	 	 	 	 	 	 	 
	 	 	FRANKLIN CREDIT TRUST SERIES I
	 
	 	 	 	 	 	 	 	 
	 	 	By: Deutsche Bank National Trust Company, a
           national banking association,
	 
	 	 	 	 	 	 	 	 
	 	 	not in its individual capacity but solely as

Certificate Trustee under the Master Trust 
Agreement
	 
	 	 	 	 	 	 	 	 
	 

	 	 	By:	 	/s/ Hang Luu	 	 
	 

	 	 	 	 	 	 	 
	 	 	 	Name: Hang Luu, Authorized Signer	 	 
	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	By:
	 	/s/ Ronaldo Reyes	 	 
	 

	 	 	 	 	 	 	 
	 	 	 	Name: Ronaldo Reyes, Vice President	 	 
	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	101 Hudson St., 25th Floor	 	 
	 

	 	 	 	 	 	Jersey City, NJ 07302	 	 
	 

	 	 	 	 	 	Fax Number: (201) 604-4400	 	 
	 

	 	 	 	 	 	Attn: General Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	With a copy to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attn: J. Michael Mayerfeld

Fax: (212) 715-8346
	 
	 	 	 	 	 	 	 	 
	 	 	Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, CA 92705-4934

Attn: Trust Administration – FM0801

Fax: (714) 247-6478
	 
	 	 	 	 	 	 	 	 
	 	 	Deutsche Bank Trust Company Delaware

1011 Centre Road, Suite 200

Wilmington, DE 19805

Attn: Corporate Trust Administration

Fax: (302) 636-3399






Signature Page to Security Agreement (Franklin Trust)





 









 








	 	 	 	 	 	 	 
	ACCEPTED AND AGREED
	as of the date first above written:
	 
	 	 	 	 	 	 
	THE HUNTINGTON NATIONAL BANK,
	 
	 	 	 	 	 	 
	By:	 	/s/ Alan D. Seitz	 	 
	 	 	 	 	 
	 	 	Name: Alan D. Seitz	 	 
	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	Address:

	 	The Huntington National Bank	 	 
	 

	 	 	 	2361 Morse Road (NC3W67)	 	 
	 

	 	 	 	Columbus, OH 43229	 	 
	 

	 	 	 	Attn: Special Assets	 	 
	 

	 	 	 	Fax: (614) 480-3795	 	 






Signature Page to Security Agreement (Franklin Trust)




 









 





SCHEDULE 1




(Name; Jurisdiction of Organization; Chief Executive Office)




Grantor’s organizational identification number: 4634738




Grantor’s chief executive office: 101 Hudson St., 25th Floor, Jersey City, N.J. 07302




Grantor’s is statutory trust organized under the laws of Delaware.




 









 





SCHEDULE 2




(Pledged Collateral)




     See Schedule 1 attached to a certain Certification dated December 19, 2008, executed by
Franklin Credit Management Corporation and delivered to The Huntington National Bank.



 









 





SCHEDULE 3




(Filings)




     Franklin Credit Trust Series I — Delaware Secretary of State



 









 





SCHEDULE 4




(Location of Inventory and Equipment)




     Same address as the chief executive office set forth above.



 









 





SCHEDULE 5




(Material Intellectual Property)




None




 









 





SCHEDULE 6




(Deposit Account; Securities Accounts)




None




 









 





SCHEDULE 7




(Commercial Tort Claims)




None




 









 





SCHEDULE 8




(Permitted Liens)




None