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Exhibit 10.69 PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT
PLEDGE, ASSIGNMENT AND Security Agreement (this "
Agreement "), dated as of August 15, 2008, by FRANKLIN
CREDIT MANAGEMENT CORPORATION, a Delaware corporation (the "
Borrower "), each of the entities listed on the signature
pages hereof as grantors or that becomes a party hereto pursuant to
Section 7.10 of the Security Agreement referred to below (each
a " Grantor " and, collectively, the " Grantors "),
in favor of THE HUNTINGTON NATIONAL BANK, a national banking
association (" Lender "). W i t n e s s e t h:
Whereas, all the Grantors are party to a Security Agreement dated
as of November 15, 2007, in favor of Lender (the " Security
Agreement ") pursuant to which the Grantors are required to
execute and deliver this Agreement; Whereas, pursuant to the Credit
Documents, Lender has made extensions of credit to Borrower and
certain of its affiliates upon the terms and subject to the
conditions set forth therein; and
Now, Therefore, in consideration of
the premises and to comply with the requirements of the Security
Agreement, each Grantor hereby agrees with Lender as follows:
Section 1. Defined Terms Unless otherwise
defined herein, terms defined in the Security Agreement and used
herein have the meaning given to them in the Security Agreement.
Section 2. Grant of Security Interest in
Collateral Each 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 pledges, assigns, conveys,
mortgages, pledges, hypothecates and transfers to Lender, and
grants to Lender a lien on and security interest in, all of its
right, title and interest in, to and under the following collateral
of such Grantor (the " Collateral "): (a) all of its
proceedings, choses in action and Commercial Tort Claims in which
it has an interest, including, without limitation, any proceeding,
choses in action, and Commercial Tort Claim referred to on
Schedule I attached hereto; and (b) all Proceeds
of the foregoing. Section 3. Security Agreement
The security interest granted pursuant to this Agreement is granted
in conjunction with the security interest granted to Lender
pursuant to the Security Agreement and each Grantor hereby
acknowledges and affirms that the rights and remedies of Lender
with respect to the security interest in the Collateral made and
granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. [Signature Pages Follow]
A6- 1
In witness whereof, each Grantor has caused this Agreement to be
executed and delivered by its duly authorized offer as of the date
first set forth above.
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FRANKLIN CREDIT MANAGEMENT
CORPORATION, as Borrower and Grantor
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By:
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/s/ Alexander Gordon Jardin
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Name:
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Alexander Gordon Jardin
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Each Grantor listed on Schedule A
attached
hereto:
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By:
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/s/ Alexander Gordon Jardin
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Name: Alexa
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