This
Joinder Agreement
No. 3 , dated as of December 19, 2008, is
delivered pursuant to Section 7.10 (Additional Loan
Parties) of the Security Agreement, dated as of
November 15, 2007 (as amended, supplemented, restated or
otherwise modified from time to time, the “ Security
Agreement ”) by Franklin Credit Management Corporation
(the “ Borrower ”) and each of the entities
listed on the signature pages thereof in favor of The Huntington
National Bank (the “ Lender ”). Capitalized
terms used herein but not defined herein are used with the meanings
given them in the Security Agreement.
By executing and
delivering this Joinder Agreement No. 3, each of the
undersigned, as provided in Section 7.10 (Additional Loan
Parties) of the Security Agreement, hereby becomes a party to
the Security Agreement as a Loan Party thereunder with the same
force and effect as if originally named as a Loan Party therein,
which, with respect to Holding shall become effective immediately
after the filing of the Certificate of Merger, and, without
limiting the generality of the foregoing, hereby grants to the
Lender, 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 of the
undersigned, hereby collaterally assigns, conveys, mortgages,
pledges, hypothecates and transfers to the Lender and grants to the
Lender a Lien on and security interest in, all of its right, title
and interest in, to and under the Collateral and expressly assumes
all obligations and liabilities of a Loan Party
thereunder.
The information
set forth in Annex A to this Joinder Agreement
No. 3 is hereby added to the information set forth in
Schedules 1 through 8 to the Security Agreement.
Each of the
undersigned hereby represents and warrants that each of the
representations and warranties contained in Article III
(Representations and Warranties) of the Security Agreement
applicable to it is true and correct on and as the date hereof as
if made on and as of such date.
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