Exhibit
10.2
   Holding  FCAC  FA   FCMC  th
   M&I BOS Legacy Credit Agreement
 Specified Default
 Voluntary Surrender and Debt Reduction Surrender Huntington REIT Shares REIT Collateral
  Legacy Reduction




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Debt Reduction
 Settlement Agreement inter alia
 Other Agreements of the Parties.
 1.
    
    Huntington, in its capacity as the Administrative Agent under the Legacy Credit
Agreement, will use its good faith efforts to seek approval from the Required Lenders
under the Legacy Credit Agreement for an amendment (Legacy Amendment No. 3), inter alia,
of the following provisions:
     2




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Licensing
Credit Agreement Licensing Amendment
No. 4
 Settlement Agreement and Conditions Precedent to Closing of Settlement Agreement.
   1.
    
    The applicable owners of the REIT Collateral shall have
transferred all right, title and interest to the REIT Collateral to
Huntington, free and clear of all liens, claims and encumbrances.2.
    
    No change shall have occurred which has or would reasonably
be expected to have a material adverse effect (a) on the ability of any Loan
Party to perform their respective obligations under the Settlement Agreement.3.
    
    All governmental and third party consents and approvals
necessary in connection with the Settlement Agreement and the documents to be
executed in connection therewith, and no law or regulation shall be applicable
in the reasonable judgment of Huntington that restrains, prevents, or imposes
materially adverse conditions upon the transactions contemplated hereby.4.
    
    The Loan Parties entering into the Settlement Agreement shall
have adopted corporate or limited liability company resolutions or have taken
member shareholder actions, as applicable, authorizing all actions
contemplated thereby.5.
    
    A comprehensive all claims release shall be delivered from
Holding, FCAC, FA and the other Borrowers running in favor of the Lenders, the
Administrative Agent and Huntington as swap provider and M&I as risk
participant. The release from Huntington and M&I pursuant to its right of
subrogation will be limited to claims arising under the applicable Interest
Rate Hedge Agreements. Huntington will apply not less than $478 million to
Tranche A-1, Tranche A-2 and Tranche A-3 of Huntingtons portion of the
indebtedness owing under the Legacy Credit Agreement. The Settlement
Agreement will specifically reserve all claims, indebtedness or liabilities
under (i) the Legacy Credit Agreement other than the Legacy Reduction, and
will reserve and retain the second lien presently existing on $7,500,000 cash
therefor, (ii) the Licensing Credit Agreement, (iii) the Static Loans /LaSalle
Loans, (iv) the Deferred Payment Agreement (FCMC), (v) any Servicing Agreement
still in place, and (vi) all prior releases and indemnities, including any
relating to past servicing practices, ongoing consumer litigation and so
forth.
  3




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6.
    
    The Settlement Agreement will contain customary provisions,
such as confidentiality, coordination of public filings in connection with the
transaction described herein, non-disparagement, reversal of payments and
reinstatement of indebtedness, free and voluntary acts, representation by
counsel, automatic relief from stay for any remaining Collateral upon filing
of bankruptcy or similar proceedings, Ohio governing law, consent to
jurisdiction and venue in the United States District Court for the Southern
District of Ohio, Eastern Division, or the courts located in Franklin County,
Ohio, waiver of jury trial, waiver of service of process and similar
provisions.7.
    
    Under no circumstances, shall the Administrative Agent or any
Lender be liable for any punitive, exemplary, consequential or indirect
damages which may be alleged to result in connection with this Settlement Term
Sheet.
  1.
    
    The Required Lenders shall have consented to Legacy
Amendment No. 3, and the Administrative Agent and the other parties thereto
shall have executed and delivered the same, in form satisfactory to the
Administrative Agent and the Borrowers.
 2.
    
    Huntington, Huntington Finance LLC, FCMC and Holding shall
have executed and delivered Licensing Amendment No. 4, in form satisfactory to
Huntington and the Borrowers.
 Closing Date.
 Miscellaneous Provisions.
     4




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THE HUNTINGTON NATIONAL BANK, as a Lender under the Legacy Credit Agreement
referred to above and pursuant to its swap agreements referred to aboveBy:
    /s/ David L. AbshierName:
    David L. AbshierTitle:
    Senior Vice President THE HUNTINGTON NATIONAL BANK, in its capacity as Administrative Agent under
the Legacy Credit Agreement referred to aboveBy:
    /s/ David L. AbshierName:
    David L. AbshierTitle:
    Senior Vice President  5




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ACCEPTED
AND AGREED this 11 day of May, 2011
 FRANKLIN CREDIT HOLDING CORPORATION
 By:
    
    /s/ Thomas J. Axon

Title: President
 FRANKLIN CREDIT ASSET CORPORATION
 By:
    
    /s/ Thomas J. Axon

Title: President and Chairman
 FRANKLIN ASSET, LLC
 By:
    
    /s/ Thomas J. Axon

Title: President and Chairman
 EACH OTHER BORROWER LISTED ON THE SIGNATURE PAGES TO THE LEGACY CREDIT AGREEMENT (AS DEFINED ABOVE)
OR ANY SCHEDULE THERETO
 By:
    
    /s/ Thomas J. Axon

Title: President of each such Borrower
 FRANKLIN CREDIT MANAGEMENT CORPORATION (as to Amendment No. 4)
 By:
    
    /s/ Thomas J. Axon

Title: President
   6