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CONTRIBUTION
AGREEMENT, dated as of March 31, 2009 (this “
Agreement ”), between Franklin Asset, LLC, a Delaware
limited liability company (“ Parent ”) and
Franklin Asset Merger Sub, LLC , a Delaware limited liability
company (“ Merger Sub ”).
WHEREAS,
the Board of Directors of Parent has deemed it advisable and to the
advantage of Parent that Parent contribute the rights (defined
below) to Merger Sub;
NOW,
THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereto hereby agree as
follows:
1.
Capital Contribution . Parent hereby contributes, transfers,
assigns and otherwise conveys to Merger Sub without recourse to
Parent all of its rights, title and interest in and to the
following: the trust certificates set forth on Exhibit A
hereto, and all amounts (including accrued interest) due or to
become due thereunder from and after the date hereof (the “
Contributed Assets ”).
2.
Governing law . This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State
of Delaware, without giving effect to the principles of conflicts
of laws thereof.
(A) Each
of Parent and Merger Sub shall use its commercially reasonable
efforts to take, or cause to be taken, such action, to execute and
deliver, or cause to be executed and delivered, such additional
documents and instruments and to
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