JOINDER AND AMENDMENT NO. 1 TO  TRIBECA FORBEARANCE AGREEMENT
 Amendment Amendment Effective Date Schedule 1 Borrower Borrowers Tribeca FCMC Guarantor Huntington Lender Forbearance Agreement
 RECITALS:
  inter alia Existing Tranche A Note
 inter alia Existing Tranche B-1 Note
 inter alia Existing Tranche B-2 Note
 inter alia Existing Tranche B-3 Note
 inter alia Existing Tranche B-4 Note




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Notes
 Additional Subsidiaries Additional Subsidiary
 Certain Post-Closing Deliverables Interest Coverage Ratios Identified Forbearance Defaults
 BOS
Loan BOS Loan Documents
   Joinder
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Definitions Added Certain Defined Terms
 Amendment No. 1
 Reserves
 Definitions Amended Tranche A Tranche B Tranche B-1 Tranche B-2 Tranche B-3 Tranche B-4 Tranche A Commitment Tranche B Commitment Minimum Tranche A Payment
Amount Minimum Tranche B Payment Amount Certain Defined Terms
 Tranche A
 Tranche B
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Tranche B-1 Tranche B-2 Tranche B-3 Tranche B-4
 Tranche A Commitment
 Tranche B Commitment
 Minimum Tranche A Payment Amount
 Minimum Tranche B Payment Amount
 Amendment to Section 3 (b) Amended and Restated
Advances
 Tranche B Advances Tranche B Advance Tranche B Advances Tranche B-1 Advance Tranche B-2 Advance Tranche B-3 Advance Tranche B-4 Advance Tranche B-1 Advances Tranche B-2 Advances Tranche B-3 Advances Tranche B-4 Advances
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Amendments to Waterfall Collateral Collection Payments of Interest and Principal on the Advances
 Collateral Collection Required
Payments Applicable Collections
Amount
 first
 second
 third
 fourth
 fifth
 sixth
 seventh
 eighth
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ninth
 tenth
 first tenth
 Amendments to Financial Reporting Financial
Statements
    Post Closing Items Certain Post-Closing Deliverables
 Certain Post-Closing Deliverables
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Schedule 11 Schedule 11 Post-Closing
Items Schedule 11
 Amendment to Financial Covenants Interest Coverage Ratios Covenants
 Interest Coverage Ratios
 Amendment to Interest Rate Hedge Agreement Interest Rate
Hedge Agreement Covenants
 Interest Rate Hedge Agreement
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Amendment to Limitation on Liens Limitation on Liens Covenants
 Limitation on Liens
 Amendment to REO Properties REO Properties Covenants
 REO Properties
 Amendment to Limitation on Sale of Assets Limitation on
Sale of Assets Covenants
 Limitation on Sale of Assets Transfer
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Waiver of Identified Forbearance Defaults
 Consent to Certain Originations
 Replacement of Schedule 1 Schedule 1
 Addition of Schedule 11 Schedule 11.
 Conditions of Effectiveness
  (i)
    
    Three duly executed copies of this Amendment;(ii)
    
    Duly executed Amended and Restated Promissory Notes for each of
      (iii)
    
    Joinders to Security Agreement by Additional Subsidiaries;(iv)
    
    Resolutions of the Additional Subsidiaries;(v)
    
    Concurrence of M & I;
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inter alia
         Representations and Warranties , Constituent Document
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Ratification and Reaffirmation.
 Reference to and Effect on the Loan Documents
 Waiver and Release of All Claims and Defenses; Communications
 Claims
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Communications
  No Waiver
 Waiver of Right to Trial by Jury
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Counterparts
 Costs and Expenses
 Further Assurances
 Governing Law
 Headings
 Patriot Act Notice Act
 [Signature Pages Follow.]
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EACH BORROWER LISTED ONSCHEDULE 1
ATTACHED HERETO:By:
    
    /s/ Alexander Gordon JardinName: Alexander Gordon JardinTitle: as Chief Executive Officer of, and on
behalf of, each Borrower listed on Schedule
1 attached hereto.Address for Notices: 101 Hudson St.,
25th FloorJersey City, N.J. 07302Fax: 201-604-4400Attention: General CounselWith a copy to:Kramer Levin Naftalis & Frankel LLP1177 Avenue of the AmericasNew York, New York 10036Fax: 212-715-8346Attention: J. Michael MayerfeldTRIBECA LENDING CORP.By:
    
    /s/ Alexander Gordon JardinName: Name: Alexander Gordon JardinTitle: Chief Executive Officer
Address for Notices: Same as aboveFRANKLIN CREDIT MANAGEMENT CORPORATIONBy:
    
    /s/ Thomas J. AxonName: Thomas J. AxonTitle: PresidentAddress for Notices: Same as above
 Signature Page to Joinder and Amendment No. 1 to Tribeca Forbearance Agreement




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THE HUNTINGTON NATIONAL BANKBy:
    
    /s/ Alan D. SeitzName: Alan D. SeitzTitle: Senior Vice PresidentAddress for Notices:The Huntington National Bank41 South High StreetColumbus, Ohio 43215Attn: Special AssetsFax: (614) 480-3795With a copy to:Porter Wright Morris & Arthur LLP41 South High StreetColumbus, Ohio 43215Attn: Jack R. Pigman and Timothy E. GradyFax: (614) 227-2100
 Signature Page to Joinder and Amendment No. 1 to Tribeca Forbearance Agreement




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SCHEDULE 1




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SCHEDULE 11
 2008 Date Due
    
    Tribeca Post-Closing Item1.
    
    March 31
    
    For each bank where any deposit account is
maintained, a fully executed deposit account
control agreement for each deposit account of
Guarantor or any Borrower, and if Guarantor and
each Borrower fail to so deliver such control
agreements within such time frame, each such Person
shall close such deposit accounts and establish
replacement accounts at Lender. The following DACA
is pending:a.  North Fork Bank2.
    
    March 31
    
    A thirteen (13) consecutive week statement of
Guarantor and its Subsidiaries projecting
prospective cash receipts and cash payments,
disbursements and advances for the 13 week
consecutive period beginning on the first day after
such month-end.3.
    
    March 31
    
    FCMC shall deliver to Lender its financial
statements for the fiscal quarter and year-to-date
period ending September 30, 2007.4.
    
    April 30
    
    Guarantor shall have deposited with Lender a copy
of each software program in which Guarantor has an
interest and any data which are necessary to
conduct all loan servicing activities of Guarantor,
except to the extent Guarantor is prohibited by any
effective license agreement from so depositing a
copy. Further if Guarantor is prohibited by any
license agreement from so depositing a copy,
Guarantor shall use its best efforts to secure a
licensor consent to the pledge of such software in
form satisfactory to Lender. Licensor Consents to
be obtained with:   MortgageFlex Systems, Inc.   Nobel Systems Corporation.6.
    
    June 30
    
    Guarantor, Tribeca, any other applicable Borrower
or such other Subsidiary owning or having control
of any REO Property shall grant to Lender a first
Lien Mortgage on such Persons REO Properties to
secure the Advances pursuant to mortgages, deeds of
trust or other Loan Documents and other closing
conditions or documents as are satisfactory to
Lender.