AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.5

Execution Copy

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of March 31, 2009

among

FRANKLIN CREDIT ASSET CORPORATION,

TRIBECA LENDING CORP.

AND

THE OTHER BORROWERS PARTY HERETO

as Borrowers,

THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS,
as Lenders, and

THE HUNTINGTON NATIONAL BANK,
as Administrative Agent

TABLE OF CONTENTS

AMENDED AND RESTATED CREDIT AGREEMENT

          This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 2009 (as the same may be amended, supplemented or otherwise modified and in effect from time to time in accordance with the terms hereof, this “ Agreement ”) is entered into by and among FRANKLIN CREDIT ASSET CORPORATION, a Delaware Corporation (“ Franklin Asset ”), TRIBECA LENDING CORP., a New York corporation (“ Tribeca ”), Franklin Asset, LLC, a Delaware limited liability company (“ FCAC Subco ”) and the other BORROWERS listed on Schedule 1 hereto, (together, with Franklin Asset, Tribeca and FCAC Subco, each, a “ Borrower ” and collectively, the “ Borrowers ”), THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS (each, a “ Lender ” and collectively, the “ Lenders ”), and THE HUNTINGTON NATIONAL BANK (“ Huntington ”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “ Administrative Agent ”).

RECITALS:

     WHEREAS, certain of the Borrowers, Franklin Credit Management Corporation (“ FCMC ”) and Huntington (as successor-in-interest to Sky Bank) are parties to that certain Master Credit and Security Agreement, dated as of October 13, 2004, as the same has been amended, supplemented, restated or otherwise modified prior to the date of this Agreement (the “ Franklin Master Agreement ”), pursuant to which Huntington holds certain outstanding loans made to the applicable Borrowers (the “ Franklin Master Term Loans ”, which term shall be exclusive of loans evidenced by (i) a certain Flow 2006 F Corp. note in the original principal amount of $19,863,972.93, (ii) a certain FCMC 2006 M Corp. note in the original principal amount of $16,183,766.66, and (iii) a certain FCMC 2006 K Corp. note in the original principal amount of $14,433,383.90, together the “ Static Loans ”), which Franklin Master Term Loans are secured by, among other things, certain Mortgage Loans as provided in the Franklin Master Agreement and the other agreements entered into in connection therewith; and

     WHEREAS, FCMC and Huntington (as successor-in-interest to Sky Bank) are parties to that certain Flow Warehousing Credit and Security Agreement, dated as of August 11, 2006, as the same has been amended, supplemented, restated or otherwise modified prior to the date of this Agreement (the “ Franklin Warehousing Agreement ”), pursuant to which Huntington holds certain outstanding loans made to FCMC and in connection therewith issued certain outstanding letters of credit for the account of FCMC (collectively, the “ Franklin Warehousing Credits” ), which loans and reimbursement obligations under such letters of credit are secured by, among other things, certain Mortgage Loans as provided in the Franklin Warehousing Agreement and the other agreements entered into in connection therewith; and

     WHEREAS, FCMC and Huntington (as successor-in-interest to Sky Bank) are parties to that certain Term Loan and Security Agreement, dated as of February 22, 1995, as the same has been amended, supplemented, restated or otherwise modified prior to the date of this Agreement (the “ Franklin Term Loan Agreement ”), pursuant to which Huntington holds certain outstanding loans made to FCMC (the “ Franklin Revolving Loans” ), which loans are secured by, among

other things, certain Mortgage Loans as provided in the Franklin Term Loan Agreement and the other agreements entered into in connection therewith; and

     WHEREAS, certain of the Borrowers, Tribeca and Huntington (as successor-in-interest to Sky Bank) are parties to that certain Master Credit and Security Agreement, dated as of February 28, 2006, as the same has been amended, supplemented, restated or otherwise modified prior to the date of this Agreement (the “ Tribeca Master Agreement ”), pursuant to which Huntington holds certain outstanding loans made to the applicable Borrowers (the “ Tribeca Master Term Loans ”), which Tribeca Master Term Loans are secured by, among other things, certain Mortgage Loans as provided in the Tribeca Master Agreement and the other agreements entered into in connection therewith; and

     WHEREAS, Tribeca and Huntington (as successor-in-interest to Sky Bank) are parties to that certain Warehousing Credit and Security Agreement, dated as of October 18, 2005, as the same has been amended, supplemented, restated or otherwise modified prior to the date of this Agreement (the “ Tribeca Warehousing Agreement ”), pursuant to which Huntington holds certain outstanding loans made to Tribeca (the “ Tribeca Warehousing Credits” ), which loans are secured by, among other things, certain Mortgage Loans as provided in the Tribeca Warehousing Agreement and the other agreements entered into in connection therewith; and

     WHEREAS, Tribeca, certain of the Borrowers, FCMC and Huntington are parties to a certain Joinder and Amendment No. 1 to Tribeca Forbearance Agreement, dated as of March 31, 2008, and certain loan documents and agreements related thereto, pursuant to which, among other things, Huntington extended credit (the “ Tribeca LI Loans ”) to Tribeca and certain of the Borrowers to refinance a certain credit facility of BOS (USA) Inc. to Tribeca LI 2005 Corp., and BOS (USA) Inc. concurrently purchased an undivided participation interest in the amount of such credit extended by Huntington; and

     WHEREAS, the Franklin Master Agreement, the Franklin Warehousing Agreement, the Franklin Term Loan Agreement, the Tribeca Master Agreement and the Tribeca Warehousing Agreement are collectively referred to as the “ Credit Agreements ,” and the Franklin Master Term Loans, the Franklin Warehousing Credits, the Franklin Revolving Loans, the Tribeca Master Term Loans, the Tribeca Warehousing Credits and the Tribeca LI Loans are collectively referred to as the “ Commercial Loans ”); and

     WHEREAS, FCMC, Holding, Franklin Asset, certain of the Borrowers and Huntington are parties to that certain First Amended and Restated Forbearance Agreement and Amendment to Credit Agreements dated as of December 19, 2008, as the same has been amended, supplemented, restated or otherwise modified prior to the date of this Agreement, and which amended and restated a certain Forbearance Agreement and Amendment to Credit Agreements dated as of December 27, 2007 (together, the “ Existing Franklin Forbearance Agreement ”), pursuant to the terms of which Huntington agreed not to exercise its rights to initiate proceedings to foreclose or otherwise realize upon the Collateral which secures the Obligations of the loan parties thereunder as a consequence of the defaults acknowledged therein, and the loan parties thereto granted Liens to Huntington in all assets of such loan parties as provided in such loan documents and other agreements entered into in connection therewith; and

     WHEREAS, FCMC, Holding, Tribeca, certain of the Borrowers and Huntington are parties to that certain First Amended and Restated Tribeca Forbearance Agreement and Amendment to Credit Agreements dated as of December 19, 2008, as the same has been amended, supplemented, restated or otherwise modified prior to the date of this Agreement, and which amended and restated a certain Tribeca Forbearance Agreement and Amendment to Credit Agreements dated as of December 27, 2007 (the “ Existing Tribeca Forbearance Agreement ” and together with the Existing Franklin Forbearance Agreement, the “ Existing Forbearance Agreements ”), pursuant to the terms of which Huntington agreed not to exercise its rights to initiate proceedings to foreclose or otherwise realize upon the Collateral which secures the Obligations of the loan parties thereunder as a consequence of the defaults acknowledged therein, and the loan parties thereto granted Liens to Huntington in all assets of such loan parties as provided in such loan documents and other agreements entered into in connection therewith;

     WHEREAS, in connection with the Credit Agreements and the Existing Forbearance Agreements, FCMC, Tribeca, Holding, Borrowers and FCMC, as applicable, are parties to certain promissory notes, security agreements, pledge agreements, powers of attorney, letter of credit reimbursement agreements, pledge agreements, control agreements, joinder agreements, counterpart signature pages, assignments, collateral assignments, guaranties, banking services agreements, hedging agreements, financing statements and other loan documents (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, together with each Credit Agreement and Existing Forbearance Agreement, an “ Existing Loan Document ”, and together the “ Existing Loan Documents ”);

     WHEREAS, the Lenders, other than Huntington, hold undivided participation interests in the Commercial Loans, the Existing Forbearance Agreements, all loan documents relating thereto and all collateral security therefor, pursuant to the participation agreements or amended and restated participation (the “ Participation Agreements ”) and in the amounts set forth on Schedule 2 hereto, and such Lenders desire to amend and restate such participation interests as Advances subject to the terms of this Agreement and terminate the Participation Agreements and all agreements incidental thereto; and

     WHEREAS, Holding and FCMC have requested that the Administrative Agent and the Lenders agree to the following:

     (i) the formation of New Trust for which Huntington is certificate trustee, and Wilmington Trust Company is owner trustee, the formation of Newco 1, a merger subsidiary wholly-owned by FCAC Subco, the dissolution of Trusts DB and the transfer of any assets of the Trusts DB to FCMC and Tribeca, as depositors of such trusts, subject to the Liens of the Existing Loan Documents on a portion thereof;

     (ii) the contribution, transfer and assignment of all interests of FCMC, Holding, the Borrowers and the Trusts DB, as applicable, in all Mortgage Loans and REO Properties held as collateral security for the Commercial Loans to New Trust pursuant to the consummation of the Transfer Agreement for Mortgage Loans and REO Properties, the issuance by New Trust of the REIT Trust Certificates and the Participant Trust Certificates to FCAC Subco as directed by the depositors to New Trust, the contribution

of the REIT Trust Certificates to Newco 1, a wholly-owned subsidiary of FCAC Subco, and the subsequent merger of the Equity Interests of Newco 1 into Newco 2 LLC pursuant to the Transfer and Merger Agreement in exchange for the issuance of the REIT Shares;

     (iii) the grant by the applicable Borrowers of security interests and Mortgages in the Collateral as set forth in the Agreement as collateral security for the Advances in exchange for the consent of the Administrative Agent and each Lender to transfer all such Mortgage Loans and REO Properties to New Trust subject to the Liens of the Existing Loan Documents and this Agreement;

     (iv) the entry into a new servicing agreement between FCMC and New Trust;

     (v) the release of FCMC and Holding from their respective Guaranties of payment in favor of Huntington and the Lenders, in substitution for limited recourse guaranties of such entities, and the release of the assets of FCMC and Holding (other than the Collateral set forth in this Agreement or the Loan Documents) from the operation of the Liens under the Existing Loan Documents;

          (collectively, the “ Transactions ”); and

     WHEREAS, the Loan Parties, the Administrative Agent and the Lenders wish to amend and restate the Credit Agreements and the Existing Forbearance Agreements and assign all Liens held in respect of the collateral security therefor to the Administrative Agent, on the terms and conditions set forth herein, in order to, among other things, (a) consolidate the Commercial Loans and establish the aggregate outstanding principal amounts thereof as of the Effective Date into (i) a term loan facility in the amount of the Tranche A Commitment, divided into four sub-tranches, (ii) a term loan facility in the amount of the Tranche B Commitment, divided into two sub-tranches, and (iii) a term loan facility in the amount of the Tranche C Commitment, (b) maintain each of Tranche A, Tranche B and Tranche C as full recourse, joint and several obligations of each Borrower, and (c) reaffirm all obligations, liabilities and Liens and grant Liens on substantially all assets of each Loan Party (other than Holding and FCMC).

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

          Article I. Definitions and Accounting Matters .

          Section 1.01 Certain Defined Terms . As used herein and the recitals, the following terms shall have the following meanings (all terms defined in this Section 1.01 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa):

     “ Address for Notices ” shall have the meaning assigned thereto in Section 10.02.

     “ Administration Agreement ” shall mean a certain Administration Agreement dated as of the Effective Date between the Administrative Agent and New Trust, as amended, restated, supplemented or otherwise modified from time to time.

     “ Administrative Agent ” shall have the meaning assigned to that term in the preamble and as further defined in Section 11.01.

     “ Administrative Agent Fees ” shall mean the annual fee equal to $300,000.

     “ Advance ” or “ Advances ” shall mean one or more of the Tranche A Advances, the Tranche B Advances or the Tranche C Advances, or any combination thereof.

     “ Affected Lender ” shall have the meaning assigned thereto in Section 2.03(c).

     “ Affiliate ” shall mean, with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (together with the correlative meanings of “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power (a) to vote ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the directors or managing general partners (or their equivalent) of such Person, or (b) to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

     “ Agreement ” shall have the meaning assigned to that term in the preamble of this Agreement.

     “ Applicable Collections Amount ” shall have the meaning assigned thereto in Section 2.04(d).

     “ Applicable Margin ” shall mean, with respect to each Tranche A Advance, 2.25% and with respect to each Tranche B Advance, 2.75%:

     “ Application and Agreement for Letter of Credit ” shall mean an application and agreement for standby letter of credit by, between and among any Loan Party, on the one hand, and Huntington, on the other hand, in a form provided by Huntington, either as originally executed or as it may from time to time be supplemented, modified, amended, renewed or extended.

     “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.02) and accepted by the Administrative Agent, in substantially the form of Exhibit H or any other form approved by the Administrative Agent.

     “ Bankruptcy Code ” shall mean Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended by the Bankruptcy Reform Act and as further amended from time to time, or any successor statute.

     “ Bankruptcy Reform Act ” shall mean the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, effective as of October 17, 2005.

     “ Blocked Account ” shall have the meaning assigned to such term in Section 3.01(a).

     “ Borrower ” and “ Borrowers ” shall have the meanings assigned to such terms in the preamble of this Agreement.

     “ Borrower Representative ” shall mean Franklin Asset acting as the representative of the Borrowers pursuant to Section 2.09.

     “ BOS ” shall mean BOS (USA) Inc.

     “ BOS Adjustment ” shall mean, in respect of any period, determined quarterly in arrears, either (i) if a positive number, an additional payment made to BOS or (ii) if a negative number, a deduction from payments to be made to BOS, in each instance in respect of Tranche A Advances, based on the following calculation: (x) net Collections arising from any Mortgage Loan originated by Tribeca or any Subsidiary thereof, REO Property resulting from any such Mortgage Loan and any other collateral security securing any such Mortgage Loan as of the Effective Date, multiplied by (y) 10.53765%, minus (z) amounts received by BOS in respect of it Tranche A Advances for such period.

     “ Business Day ” shall mean any day other than (i) a Saturday, Sunday, or other day on which commercial banks are required or authorized to close under the laws of the State of Ohio or (ii) a day on which any Custodian is required or authorized to close under the laws of the state in which such Custodian’s offices are located and, if such day relates to a determination of LIBOR, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

     “ Capital Lease Obligations ” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

     “ Capital Stock ” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any other Equity Interests in an entity however designated, any membership interests in a limited liability company, any and all similar ownership interests in a Person, in each case whether certificated or uncertificated, and any and all warrants or options to purchase any of the foregoing.

     “ Cash Equivalents ” shall mean (a) securities with maturities of ninety (90) days or less from the date of acquisition thereof that are issued or fully Guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of ninety (90) days or less from the date of acquisition thereof and overnight bank deposits, in each case of any commercial bank having capital and surplus in excess of

$500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, in each case having a term of not more than seven days and relating to securities issued or fully Guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by Standard and Poor’s Ratings Group (“ S&P ”) or P-1 or the equivalent thereof by Moody’s, and in either case maturing within ninety (90) days after the date of acquisition thereof, (e) securities with maturities of 90 days or less from the date of acquisition thereof that are issued or fully Guaranteed by any state, commonwealth, or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth, or territory or by any foreign government, in each case the securities of which state, commonwealth, territory, political subdivision, taxing authority, or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of ninety (90) days or less from the date of acquisition thereof that are backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition, or (g) shares of money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

     “ Change of Control ” shall mean, (a) with respect to Holding, the replacement of a majority of the board of directors from the directors who constituted the board of directors on the Effective Date for any reason other than death or disability, and such replacement shall not have been approved by such board of directors, as constituted on the Effective Date (or as changed over time with the approval of the then existing board of directors of Holding); or (b) a Person or Persons acting in concert, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases, exercise of the stock pledge or otherwise, shall have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of equity securities of Holding representing more than twenty percent (20%) of the combined voting power of the outstanding securities of Holding, ordinarily having the right to vote in the election of directors from the beneficial owners as of the Effective Date; or (c) with respect to any Loan Party other than Holding, the failure of Holding to own, directly or indirectly and free and clear of any adverse claims (other than Liens securing the Obligations), one hundred percent (100%) of the issued and outstanding Capital Stock of such Loan Party.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

     “ Collateral ” shall have the meaning assigned to such term in the Security Agreement, Mortgage, the Pledge Agreement or any other Loan Document executed and delivered to the Administrative Agent by any Loan Party and shall include without limitation:

     “ Collection Account ” shall mean that certain account, subject to a Control Agreement, in the name of the Administrative Agent, being account number 01892600442, maintained at Huntington, in order to deposit all income of the Borrowers, all dividends and proceeds of the REIT Preferred Stock, the REIT Common Stock, proceeds from each Participant Trust Certificate, and proceeds of any other Collateral.

     “ Collections ” shall mean, without duplication, all income, receipts, collections, distributions, dividends, payments and other proceeds, net liquidation proceeds or insurance proceeds, monies received in respect of Interest Rate Hedge Agreements from whatever source, or any monies, funds or sums due or received by any Borrower in respect of any program sponsored by any Governmental Authority, any federal program, federal agency or quasi-governmental agency, including without limitation any fees received, directly or indirectly, under the U.S. Treasury Homeowners Affordability and Stability Plan, received by or for the account of any Borrower, or received by the Administrative Agent on or in respect of any asset, property or otherwise constituting part of the Collateral, including without limitation (i) the net cash proceeds received by any Borrower or any of Subsidiaries, together with any non-offered securities issued, in connection with the securitization or sale of any property, and (ii) the related proceeds of any liquidation, collection, sale, receipt, appropriation or realization upon the Collateral.

     “ Commercial Loans ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Commitment ” shall mean, as to any Lender, the Commitment of such Lender to make or maintain a Tranche A Advance, a Tranche B Advance or a Tranche C Advance, as applicable. The initial Commitment of each Lender shall be as set forth on Schedule 3 attached hereto.

     “ Contractual Obligation ” shall mean, as to any Person, any provision of any written agreement, instrument, or other undertaking to which such Person is a party or by which it or any of its property is bound, or any provision of any security issued by such Person.

     “ Control Agreement ” means each control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the applicable Borrower, the Administrative Agent, and the applicable depositary bank.

     “ Credit Agreements ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Default ” shall mean an Event of Default or an event that, with notice or lapse of time or both, would become an Event of Default.

     “ Disbursement Accounts ” shall have the meaning assigned to such term in Section 3.01(b).

     “ Dollars ” and “ $ ” shall mean lawful money of the United States of America.

     “ Effective Date ” shall mean the date on which the conditions set forth in Section 5.01 are satisfied.

     “ Eligible Assignee ” shall mean (a) a Lender, (b) an Affiliate of a Lender (other than an individual), (c) any other Person approved by the Administrative Agent and, unless a Default has occurred and is continuing, the Borrower Representative (each such approval not to be unreasonably withheld or delayed), which approval of the Borrower Representative shall be deemed to have been given if no objection is received by the assigning Lender and the Administrative Agent from the Borrower Representative within five (5) Business Days after notice of such proposed assignment has been provided by the assigning Lender to the Borrower Representative, (d) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $250,000,000, (e) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States and has complied with Section 3.03, (f) a finance company, insurance company, or other financial institution or fund that has complied with Section 3.03 and is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000; provided that, notwithstanding the foregoing, “Eligible Assignee” shall not include any Loan Party or an Affiliate of any Loan Party.

     “ Equity Interests ” shall mean any and all shares, interests, participations, or other equivalents (however designated) of Capital Stock of a corporation, any other equity interests in an entity however designated, any membership interests in a limited liability company, any and all similar ownership interests in a Person, in each case whether certificated or uncertificated, and any and all warrants or options to purchase any of the foregoing.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ ERISA Affiliate ” shall mean any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which any Loan Party is a member or (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of which any Loan Party is a member.

     “ Event of Default ” shall have the meaning provided in Section 8.

     “ Existing Forbearance Agreements ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Existing Franklin Forbearance Agreement ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Existing Loan Documents ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Existing Tribeca Forbearance Agreement ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Facility Fee ” shall mean $1,000,000.

     “ FCAC Subco ” shall have the meaning assigned to that term in the preamble of this Agreement.

     “ FCMC ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Form W-8BEN ” shall have the meaning assigned thereto in Section 3.03(a).

     “ Form W-8ECI ” shall have the meaning assigned thereto in Section 3.03(a).

     “ Franklin Asset ” shall have the meaning assigned to that term in the preamble of this Agreement.

     “ Franklin Master Agreement ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Franklin Master Term Loans ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Franklin Revolving Loans ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Franklin Servicing LLC ” shall mean Franklin Credit Loan Servicing LLC, a Delaware limited liability company.

     “ Franklin Term Loan Agreement ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Franklin Trust ” shall mean FRANKLIN CREDIT TRUST SERIES I, a Delaware statutory trust, the sole certificate holder of which will be the Administrative Agent, as pledge of Franklin Asset.

     “ Franklin Warehousing Agreement ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Franklin Warehousing Credits ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ GAAP ” shall mean generally accepted accounting principles as in effect from time to time in the United States of America.

     “ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over any Loan Party, any of their Subsidiaries, or any of their properties.

     “ Guarantee ” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities, or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) obligations to make servicing advances for delinquent taxes and insurance, or other obligations in respect of a Mortgage securing any Mortgage Loan or REO Property. The terms “ Guarantee ” and “ Guaranteed ” used as verbs shall have correlative meanings.

     “ Guarantor ” shall mean each of FCMC and Holding pursuant to a limited recourse guaranty and any other Person which has become obligated to the Administrative Agent or the Lenders in respect of the Obligations under any Loan Document pursuant to the terms of a Guarantee.

     “ HF ” shall mean Huntington Finance LLC, an Ohio limited liability company.

     “ Holding ” shall mean Franklin Credit Holding Corporation, a Delaware corporation.

     “ Huntington ” shall have the meaning assigned to that term in the preamble of this Agreement.

     “ Indebtedness ” shall mean, for any Person: (a) obligations created, issued, or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities, or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness and obligations of others secured by a Lien on the Property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness and obligations of others Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness and obligations of general partnerships of which such Person is a general partner; (j) indebtedness and obligations under Interest Rate Hedge Agreements; and (k) any other indebtedness or obligation of such Person evidenced by a note, bond, debenture, or similar instrument.

     “ Indemnified Party ” shall have the meaning assigned thereto in Section 10.03(a).

     “ Interest Expense ” shall mean for any period total interest expense (other than PIK Interest), whether paid or accrued or due and payable (including without limitation in respect of all Advances and any Subordinated Indebtedness), plus the interest component of Capital Lease Obligations for such period, plus all bank fees capitalized pursuant to GAAP, plus net costs under Interest Rate Hedge Agreements.

     “ Interest Period ” shall mean, with respect to any Advance, (i) initially, the period commencing on the Effective Date with respect to such Advance and ending on the calendar day prior to the Payment Date of the next succeeding month; (ii) thereafter, each period commencing on the Payment Date of one month and ending on the calendar day prior to the Payment Date of the next succeeding month; provided , that if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day; provided, however , that if such next succeeding Business Day occurs in the following calendar month, then such Interest Period shall expire on the immediately preceding Business Day, and provided further that interest shall continue to accrue on all amounts due and payable hereunder that remain unpaid on the applicable Termination Date until such time as such amounts are paid in full.

     “ Interest Rate ” shall mean, for each day in respect of (i) the Tranche A Advances, a per annum rate equal to LIBOR for that day plus the Applicable Margin, (ii) the Tranche B Advances, a per annum rate equal to LIBOR for that day plus the Applicable Margin, and (iii) the Tranche C Advances, a rate of fifteen percent (15%) per annum.

     “ Interest Rate Hedge Agreement ” shall mean an interest rate swap, cap, or collar agreement or any other hedging arrangements providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

     “ Investment ” means, with respect to any Person, (i) any purchase or other acquisition by that Person of any securities or Equity Interest, or of a beneficial interest in any securities or Equity Interest issued by any other Person, (ii) any purchase by that Person of all or a significant part of the Property of a business conducted by another Person, and (iii) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable, and similar items made or incurred in the ordinary course of business as presently conducted), or a capital contribution by that Person to any other Person, including all Indebtedness to such Person arising from a sale of Property by such Person other than in the ordinary course of its business.

     “ Investment Company Act ” shall have the meaning assigned thereto in Section 6.07.

     “ Lender ” shall have the meaning assigned thereto in the preamble hereof and includes the financial institutions party hereto as Lenders on the Effective Date and parties that become Lenders thereafter pursuant to an Assignment and Acceptance.

     “ LIBOR ” shall mean, for each day during an Interest Period with respect to an Advance, the rate per annum obtained by dividing (1) the actual or estimated per annum rate, or the arithmetic mean of the per annum rates, of interest for deposits in U.S. dollars for one (1) month, as determined by the Administrative Agent in its good faith discretion based upon information which appears on page LIBOR01, captioned British Bankers Assoc. Interest Settlement Rates, of the Reuters America Network, a service of Reuters America Inc. (or such other page that may replace that page on that service for the purpose of displaying London interbank offered rates; or, if such service ceases to be available or ceases to be used by the Administrative Agent, such other reasonably comparable money rate service as the Administrative Agent may select) or upon information obtained from any other reasonable procedure, as of two banking days prior to the commencement of such Interest Period; by (2) an amount equal to one minus the stated maximum rate (expressed as a decimal), if any, of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is specified on each date LIBOR is determined by the Board of Governors of the Federal Reserve System (or any successor agency thereto) for determining the maximum reserve requirement with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of such Board) maintained by a member bank of such system, or any other regulations of any Governmental Authority having jurisdiction with respect thereto, all as conclusively determined by the Administrative Agent. As used herein, “banking day” shall mean any day other than a Saturday or a Sunday on which banks are open for business in Columbus, Ohio, and on which banks in London, England, settle payments. Subject to any maximum or minimum interest rate

limitation specified herein or by applicable law, LIBOR shall change automatically without notice to any Loan Party immediately on the first day of each Interest Period, with any change thereto effective as of the opening of business on the day of any change.

     “ LIBOR Advance ” shall mean an Advance bearing an Interest Rate based on LIBOR.

     “ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), other charge or security interest, or any preference, priority or other agreement or preferential arrangement of any kind or nature whatsoever.

     “ Loan Documents ” shall mean, collectively, this Agreement, the Notes, the Security Agreement, the Pledge Agreement, each agreement in respect of a Blocked Account, Disbursement Account, Collection Account, or Reserve Account, each deposit account control agreement, each letter of credit reimbursement agreement, pledge agreement, joinder agreement, collateral assignments, guarantee, banking services agreement, Interest Rate Hedge Agreement, cash management agreement, amendment, modification agreement, instrument, financing statements and each other document or agreement relating to this Agreement or the transactions contemplated by this Agreement; provided, however, no Transaction Document shall be a Loan Document.

     “ Loan Parties ” shall mean the Borrowers, the Pledgors, and any Guarantor collectively, and “ Loan Party ” means any Borrower, any Guarantor, Pledgor, and any other Person which has become obligated to the Administrative Agent or any Lender under the terms of this Agreement or any other Loan Document pursuant to a joinder, supplement or guarantee agreement and other Loan Documents satisfactory to the Administrative Agent in its sole and absolute discretion.

     “ M&I ” shall mean M&I Marshall & Ilsley Bank.

     “ Mandatory Prepayment Event ” shall mean:

     (a) any sale, transfer, or other disposition of any Property of any Borrower or any property constituting Collateral pursuant hereto; or

          (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Property of any Borrower or any Collateral; or

     (c) the issuance by any Borrower of any Equity Interests, or the receipt by any Borrower of any capital contribution; or

     (d) the incurrence by any Borrower of any Subordinated Indebtedness; or

          (e) the receipt by any Borrower or any Loan Party of the proceeds of any settlement or monetary judgment in respect of any litigation or other similar proceeding.

     “ Margin Stock ” shall have the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System (or any successor agency thereto) as in effect from time to time.

     “ Material Adverse Effect ” shall mean a material adverse effect on (a) the operations, business, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Loan Parties taken as a whole, (b) the ability of any Loan Party to perform in all material respects its Obligations under this Agreement or any obligations under any of the Loan Documents to which it is a party, (c) the validity or enforceability in all material respects of any of the Loan Documents, other than any Loan Document that is terminated with the prior written consent of the Administrative Agent, and if required hereby, the Required Lenders, (d) the rights and remedies of the Administrative Agent or any Lender under any of the Loan Documents (including without limitation the Administrative Agent’s or any Lender’s ability to foreclose upon any Collateral or to exercise any of its other rights or remedies under any of the Loan Documents, whether as a secured party under the Uniform Commercial Code, in equity, at law or otherwise), (e) the timely payment of the principal of or interest on the Advances or other amounts payable in connection therewith or (f) the Collateral; provided, however, that in no event shall a Material Adverse Effect be deemed to occur as a result of the consummation of the Transactions.

     “ Moody’s ” shall mean Moody’s Investors Service, Inc.

     “ Mortgage ” shall mean, any mortgage, deed of trust, security deed or other instrument which creates a Lien on the fee simple or a leasehold estate in the real property securing any obligation described therein.

     “ Mortgage Loan ” shall mean any mortgage loan in which any such Person has an interest, which mortgage loan includes, without limitation, (i) a mortgage note, the related Mortgage and all other mortgage loan documents and (ii) all right, title and interest of any such Person in and to the related property subject to the Mortgage.

     “ Multiemployer Plan ” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by any Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA.

     “ Net Proceeds ” shall mean, with respect to any Mandatory Prepayment Event, (a) the cash proceeds received in respect of such Mandatory Prepayment Event, including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), (ii) in the case of a casualty or other insured damage to any property or asset of any Loan Party, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, in each case net of (b) the sum of (i) all reasonable and customary fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such Mandatory Prepayment Event, and (ii) in the case of a sale, transfer or other disposition of an asset or a casualty, a condemnation or similar proceeding, or the receipt of any tax refund, the amount of

all payments required to be made as a result of such Mandatory Prepayment Event to repay Indebtedness (other than Advances) secured by such asset.

     “ Net Remittances ” shall mean all collections and remittances received by New Trust in respect of any Mortgage loan or REO Property transferred pursuant to any Transfer Agreement, net of all “Servicing Fees and Expenses” (as defined in the Servicing Agreement) paid pursuant to the Servicing Agreement.

     “ New Trust ” shall mean Franklin Mortgage Asset Trust 2009-A, a Delaware statutory trust.

     “ New Trust Trust Agreement ” shall mean a certain Trust Agreement dated as of March 31, 2009, by and among FCAC Subco, as depositor, Huntington, as certificate trustee and Wilmington Trust Company, as owner trustee, as amended, restated, supplemented or otherwise modified from time to time.

     “ Newco 1 ” shall mean Franklin Asset Merger Sub, LLC, a Delaware limited liability company.

     “ Newco 2 LLC ” shall mean HCFFL, LLC, a Nevada limited liability company.

     “ Newco 2 REO ” shall mean Huntington Capital Financing OREO, Inc., a Nevada corporation.

     “ Note ” shall mean each Tranche A Note, Tranche B Note or Tranche C Note, as applicable.

     “ Obligations ” shall mean all loan, debts, principal, interest (including any interest that, but for the commencement of an insolvency proceeding, would have accrued), premiums, liabilities (including all amounts charged to any Borrower’s account pursuant hereto), obligations (including indemnification obligations), fees (including the fees provided for in this Agreement), charges, costs, expenses (including any fees or expenses that, but for the commencement of an insolvency proceeding would have accrued), lease payments, guaranties, covenants, and duties of any kind and description owing by any Loan Party to any Secured Party pursuant to or evidenced by any Loan Document and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all expenses that any Loan Party is required to pay or reimburse by any Loan Document, by law, or otherwise. Any reference in this Agreement or in any Loan Document to the Obligations shall include all extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any insolvency proceeding.

     “ Participant Mortgage Loan Certificate ” shall mean one or more trust certificates aggregating the Participant Trust Certificate Percentage issued by New Trust to FCAC Subco as directed by the depositors to New Trust in respect of Mortgage Loans and collaterally assigned to the Administrative Agent pursuant to the Loan Documents.

     “ Participant REO Certificate ” shall mean one or more trust certificates aggregating the Participant Trust Certificate Percentage issued by New Trust to FCAC Subco as directed by the depositors to New Trust in respect of REO Properties and collaterally assigned to the Administrative Agent pursuant to the Loan Documents.

     “ Participants ” has the meaning assigned to such term in Section 12.01.

     “ Participant Trust Certificates ” shall mean that portion of the Collateral composed of the Participant Mortgage Loan Certificates and the Participant REO Certificates issued by New Trust to FCAC Subco as directed by the depositors to New Trust and collaterally assigned by FCAC Subco to the Administrative Agent pursuant to the Loan Documents.

     “ Participant Trust Certificates Percentage ” shall mean 16.72038%, composed of a trust certificate representing 12.37060% and a trust certificate representing 4.34978%.

     “ Participation Agreements ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Payment Date ” shall mean either (a) the last day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day, or (b) in the case of the final Payment Date for the Tranche A Advances, the Tranche B Advances or the Tranche C Advances, the Tranche A Termination Date, the Tranche B Termination Date or the Tranche C Termination Date, respectively; provided, however , payments of interest accrued on the Advances shall commence on April 30, 2009. If the due date of any payment due in respect to any Advance shall be a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day; provided, however , that if such next succeeding Business Day occurs in the following calendar month, then such due date shall be the immediately preceding Business Day.

     “ PBGC ” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

     “ Person ” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).

     “ PIK Interest ” shall have the meaning assigned thereto in Section 2.04(a)(ii).

     “ Plan ” shall mean an employee benefit or other plan established or maintained by any Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA, other than a Multiemployer Plan.

     “ Pledge Agreement ” shall mean (i) the Amended and Restated Pledge Agreement, substantially in the form of Exhibit F , dated as of date hereof and made by Holding in favor of the Administrative Agent on behalf of the Secured Parties, as the same may be amended, supplemented, or otherwise modified and in effect from time to time in accordance with the terms thereof, and (ii) any collateral assignment, security agreement or other Pledge Agreement executed in respect of the WMC Claims, any commercial tort claims or other Property at any

time, as the same may be amended, supplemented, or otherwise modified and in effect from time to time in accordance with the terms thereof.

     “ Pledged Interests in FCMC ” shall mean at any time of determination the portion of the Equity Interests of Holding in FCMC that are subject to a Pledge Agreement.

     “ Pledgor ” shall mean FCMC, Holding and any other party to a Pledge Agreement.

     “ Post-Default Rate ” shall mean, in respect of any principal of any Advance or any other amount under this Agreement, any Note or any other Loan Document that is not paid when due to the Administrative Agent, any Lender or any Affiliate thereof (whether at stated maturity, by acceleration or mandatory prepayment or otherwise), a rate per annum during the period from and including the due date to but excluding the date on which such amount is paid in full equal to the sum of (x) five percent (5.00%) per annum plus (y)(i) the related fixed or variable Interest Rate otherwise applicable to such Advance or other amount or (ii) if no such Interest Rate is otherwise applicable, LIBOR plus the Applicable Margin in respect of Tranche A.

     “ Prime Commercial Rate ” shall mean the commercial lending rate of interest per annum as fixed from time to time by the management of Huntington and its successors, at its main office and designated as its “Prime Commercial Rate,” from time to time in effect, with each change in such rate automatically and immediately changing the interest rate on all applicable Advances without notice to the Borrowers, subject to any maximum or minimum interest rate limitation specified by applicable law. Each Borrower hereby waives any right to claim that the Prime Commercial Rate is an interest rate other than that rate designated by Huntington as its “Prime Commercial Rate” on the grounds that: (i) such rate may or may not be published or otherwise made known to such Borrower or (ii) Huntington may make loans to certain borrowers at interest rates that are lower than its “Prime Commercial Rate.”

     “ Pro Forma Balance Sheet ” shall have the meaning assigned thereto in Section 6.10(b).

     “ Property ” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal, or mixed, and whether tangible or intangible.

     “ Proprietary Leases ” means each of that certain (i) Proprietary Lease, dated March 12, 2008, by and between FCMC and Wallace-Holland Owners Corp., and (ii) Proprietary Lease, dated on or around October 15, 2007, by and between FCMC and The Sherbrooke Co-Op, Inc.

     “ Pro Rata Share ” shall mean, for any Lender as of any date of determination, with respect to all payments, computations and other matters relating to each individual Term Loan Tranche, the percentage obtained by dividing (A) the outstanding principal amount of such Lender’s Advance under such Term Loan Tranche by (B) the aggregate outstanding principal amount of all Advances under such Term Loan Tranche (the applicable amount being such Lender’s “ Term Loan Tranche Exposure ” in respect of the relevant Term Loan Tranche as of such date of determination).

     “ Purchasers ” shall have the meaning assigned thereto in Section 12.02(b).

     “ Register ” shall have the meaning assigned thereto in Section 12.02(d).

     “ Regulation U ” shall mean Regulation U of the Board of Governors of the Federal Reserve System (or any successor agency thereto), as the same may be modified and supplemented and in effect from time to time.

     “ REIT Common Stock ” shall mean seven (7) shares of the common stock of Huntington Capital Financing, LLC.

     “ REIT Preferred Stock ” shall mean 4,724.1330831 Class C preferred shares of Huntington Capital Financing, LLC.

     “ REIT Shares ” shall the REIT Common Stock and the REIT Preferred Stock of Huntington Capital Financing, LLC issued to FCAC Subco as directed by the depositors to New Trust and collaterally assigned to the Administrative Agent pursuant to the Loan Documents.

     “ REIT Trust Certificates ” shall mean those trust certificates aggregating the REIT Trust Certificates Percentage issued by New Trust initially to FCAC Subco as directed by the depositors to New Trust and subsequently contributed to and held by Newco 2 LLC and its Subsidiary Newco 2 REO in respect of Mortgage Loans and REO Properties respectively.

     “ REIT Trust Certificates Percentage ” shall mean 83.27962%.

     “ Related Assets ” shall have the meaning assigned thereto in Section 7.03(f).

     “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, and advisors of such Person and of such Person’s Affiliates.

     “ REO Property ” shall mean any real property, the title to which is held by any such Person or one of its Subsidiaries, together with all buildings, fixtures and improvements thereon and all other rights, benefits and proceeds arising from and in connection with such property.

     “ Required Lenders ” shall mean (i) if three or fewer lenders have Commitments, Huntington, HF and one of the other Lenders that are not in default of any obligation to make any Advances or payment hereunder, or (ii) if more than three Lenders have Commitments, the Lenders that are not in default of any obligation to make any Advance or payment hereunder having in the aggregate at least eighty-five percent (85%) of the sum of Term Loan Tranche Exposures of all Lenders in respect of all Term Loan Tranches.

     “ Required Payments ” shall have the meaning assigned thereto in Section 2.04(d).

     “ Requirement of Law ” shall mean, as to any Person, the certificate of incorporation and by-laws, limited liability company agreement (whether written or oral), certificate of formation or other organizational or governing documents of such Person, and any law, treaty, rule, or regulation (including, without limitation, the Investment Company Act of 1940, as amended) or determination of an arbitrator or a court or other Governmental Authority, in each case

applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “ Reserve Account ” shall mean that certain account, subject to a Control Agreement, in the name of the Administrative Agent, being account number 01892594532 for the payment of any expense of a Borrower approved by the Administrative Agent, maintained at Huntington, or such other similar account as may be specified in writing by the Administrative Agent from time to time as the “Reserve Account.”

     “ Reserves ” shall mean such cash reserves in the Reserve Account or such other collateral account subject to a Control Agreement pledged as security for the Obligations as the Administrative Agent shall establish in such amounts, and with respect to such matters, as the Administrative Agent in its good faith discretion shall deem necessary or appropriate, including without limitation, to make available to any Loan Party or a creditor of any Loan Party with respect to (i) sums that any Loan Party is required to pay pursuant to any Contractual Obligations that would have an adverse effect on the Collateral (such as taxes, or assessments), (ii) Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law in and to an item of Collateral, (iii) the payment of any Required Payment, interest under any Advance, the BOS Adjustment, or any fees or expenses owing or anticipated to be owing to any Secured Party under the terms of any Loan Document, and (iv) funds required to preserve or protect any of the Collateral.

     “ Responsible Officer ” shall mean, as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer of such Person; provided , that in the event any such officer is unavailable at any time he or she is required to take any action hereunder, Responsible Officer shall mean any officer authorized to act on such officer’s behalf as demonstrated by a certificate of corporate resolution.

     “ Restricted Payment ” shall mean (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock or Equity Interest of Franklin Asset or Tribeca now or hereafter outstanding, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock or interest of Franklin Asset or Tribeca now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock or ownership interest of any Loan Party (other than Holding) now or hereafter outstanding, and (iv) any payment or prepayment of principal, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim to rescission with respect to, any Subordinated Indebtedness.

     “ Secured Parties ” shall mean the Administrative Agent and each Lender.

     “ Security Agreement ” shall mean each of: (i) a certain Amended and Restated Security Agreement, substantially in the form of Exhibit D , and (ii) a certain Investment Property Security Agreement, substantially in the form of Exhibit E , each dated as of the date hereof and made by Borrower in favor of the Administrative Agent on behalf of the Secured Parties, as each of the

same may be amended, supplemented, or otherwise modified and in effect from time to time in accordance with the terms thereof.

     “ Servicer ” shall mean FCMC or such other servicer of the assets of New Trust.

     “ Servicing Agreement ” shall mean that certain Servicing Agreement entered into as of the Effective Date between New Trust and FCMC with respect to the assets purchased by New Trust pursuant to the Transactions, as amended, restated, supplemented, substituted or otherwise modified from time to time.

     “ Static Loans ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Subordinated Indebtedness ” shall mean any Indebtedness incurred by a Loan Party or any Subsidiary, the payment of which is subject to a debt subordination agreement or other subordination provisions in favor of the Administrative Agent, to the written satisfaction of the Administrative Agent and the terms (including, without limitation, with respect to amount, maturity, amortization, interest rate, premiums, fees, covenants, subordination terms, events of default and remedies) of which are reasonably acceptable to the Administrative Agent.

     “ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

     “ Termination Date ” shall mean, as applicable, the Tranche A Termination Date, the Tranche B Termination Date or the Tranche C Termination Date.

     “ Term Loan Tranche ” shall mean each of Tranche A, Tranche B and Tranche C. “ Term Loan Tranche Exposure ” shall have the meaning assigned to that term in the definition of “Pro Rata Share.”

     “ Tranche ” shall mean each of Tranche A-1, Tranche A-2, Tranche A-3, Tranche A-4, Tranche B-1, Tranche B-2 and Tranche C.

     “ Tranche A ” shall mean a term loan facility in the aggregate amount of $837,932,435.91 divided into the following four sub-tranches: a sub-tranche of $209,483,108.98 (“ Tranche A-1 ”), an additional sub-tranche of $209,483,108.98 (“ Tranche A-2 ”), an additional sub-tranche of $209,483,108.98 (“ Tranche A-3 ”), and an additional sub-tranche of $209,483,108.98 (“ Tranche A-4 ”).

     “ Tranche A Advance ” shall have the meaning assigned to that term in Section 2.01(a).

     “ Tranche A-1 Advance ” shall have the meaning assigned to that term in Section 2.01(a).

     “ Tranche A-2 Advance ” shall have the meaning assigned to that term in Section 2.01(a).

     “ Tranche A-3 Advance ” shall have the meaning assigned to that term in Section 2.01(a).

     “ Tranche A-4 Advance ” shall have the meaning assigned to that term in Section 2.01(a).

     “ Tranche A Commitment ” shall mean, as to any Lender, the Commitment of such Lender to make a Tranche A Advance as of the Effective Date as set forth on Schedule 3. The original aggregate principal amount of the Tranche A Commitments of all Lenders is $837,932,435.91.

     “ Tranche A Note ” shall mean each of the amended and restated promissory notes provided for each Lender’s Tranche A-1 Advance, Tranche A-2 Advance, Tranche A-3 Advance and Tranche A-4 Advance, and any promissory note delivered in substitution or exchange therefor, in each case as the same shall be modified, supplemented, amended or restated and in effect from time to time in accordance with the terms of this Agreement.

     “ Tranche A Termination Date ” shall mean March 31, 2012 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

     “ Tranche B ” shall mean a term loan facility in the aggregate amount of $407,488,418.31, divided into the following two sub-tranches: a sub-tranche of $382,488,418.31 (“ Tranche B-1 ”), and an additional sub-tranche of $25,000,000 (“ Tranche B-2 ”).

     “ Tranche B Advance ” shall have the meaning assigned to that term in Section 2.01(b).

     “ Tranche B-1 Advance ”, and “ Tranche B-2 Advance ”, shall have the meanings assigned thereto in Section 2.01(b).

     “ Tranche B Commitment ” shall mean, as to any Lender, the Commitment of such Lender to make a Tranche B Advance as of the Effective Date as set forth on Schedule 3. The original aggregate principal amount of the Tranche B Commitments of all Lenders is $407,488,418.31.

     “ Tranche B Note ” shall mean each of the amended and restated promissory notes provided for each Lender’s Tranche B-1 Advance and Tranche B-2 Advance, and any promissory note delivered in substitution or exchange therefor, in each case as the same shall be modified, supplemented, amended or restated and in effect from time to time in accordance with the terms of this Agreement.

     “ Tranche B Termination Date ” shall mean shall mean March 31, 2012 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

     “ Tranche C ” shall mean a term loan facility in the aggregate amount of $125,000,000.

     “ Tranche C Advance ” shall have the meaning assigned to that term in Section 2.01(c).

     “ Tranche C Commitment ” shall mean, as to any Lender, the Commitment of such Lender to make a Tranche C Advance as of the Effective Date as set forth on Schedule 3. The original aggregate principal amount of the Tranche C Commitments of all Lenders is $125,000,000.

     “ Tranche C Note ” shall mean the amended and restated promissory note provided for each Lender’s Tranche C Advance and any promissory note delivered in substitution or exchange therefor, in each case as the same shall be modified, supplemented, amended or restated and in effect from time to time in accordance with the terms of this Agreement.

     “ Tranche C Termination Date ” shall mean March 31, 2012 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

     “ Transaction Documents ” shall mean the agreements set forth on Schedule 7 attached hereto.

     “ Transactions ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Transfer ” shall have the meaning assigned thereto in Section 7.14.

     “ Transfer Agreements ” shall mean the Transfer and Merger Agreement and the Transfer Agreement for Mortgage Loans and REO Properties.

     “ Transfer and Merger Agreement ” shall mean a certain Agreement and Plan of Merger dated as of March 31, 2009, by and among Huntington Capital Financing, LLC, Newco 2 LLC, Holding, Franklin Asset, Tribeca, FCMC, the Borrowers and FCAC Subco.

     “ Transfer Agreement for Mortgage Loans and REO Properties ” shall mean a certain Transfer and Assignment Agreement dated as of March 31, 2009, between and among FCMC, Tribeca, Franklin Asset and their respective subsidiaries, as sellers and New Trust, as purchaser.

     “ Transferee ” shall have the meaning assigned thereto in Section 12.03.

     “ Tribeca ” shall have the meaning assigned to that term in the preamble of this Agreement.

     “ Tribeca LI Loans ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Tribeca Master Agreement ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Tribeca Master Term Loans ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Tribeca Warehousing Agreement ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Tribeca Warehousing Credits ” shall have the meaning assigned to that term in the recitals of this Agreement.

     “ Tribeca Trust ” shall mean TRIBECA LENDING TRUST SERIES I, a Delaware statutory trust, the sole certificate holder of which will be the Administrative Agent, as pledgee of Tribeca.

     “ Trust Agreement DB ” shall mean a certain Master Trust Agreement for the Franklin Trust and Tribeca Trust, dated as of December 15, 2008, among FCMC and Tribeca as depositors, Deutsche Bank National Trust Company, as certificate trustee, and Deutsche Bank Trust Company Delaware, as Delaware trustee.

     “ Trusts DB ” shall mean the Franklin Trust and the Tribeca Trust created pursuant to the Trust Agreement DB, and “ Trust DB ” means either of the Franklin Trust or the Tribeca Trust.

     “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect on the date hereof in the State of Ohio; provided , that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than Ohio, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

     “ U. S. Taxes ” shall have the meaning assigned thereto in Section 3.03(a).

     “ WMC Claims ” shall mean all claims and causes of action of FCMC or any other Loan Party against WMC Mortgage, LLC, successor to WMC Mortgage Corp. from time to time, including without limitation, any claim or cause of action asserted in Case No. 600355/2008 or other case number assigned of the Supreme Court of the State of New York, County of New York, entitled “Franklin Credit Management Corporation, Plaintiff, against WMC Mortgage, LLC, successor to WMC Mortgage Corp., Defendant.”

          Section 1.02 Accounting Terms and Determinations . Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent under this Agreement shall be prepared, in accordance with GAAP.

          Article II. Advances, Notes and Prepayments .

          Section 2.01 Advances.

     Subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants of the Borrowers herein set forth, each Lender to the extent of its respective Commitment hereby severally agrees on the Effective Date to amend and restate and make Advances described in this Section 2.01:

     (a) Tranche A Advances . Four term loans (each, a “ Tranche A Advance ” and each proportionate portion thereof a “ Tranche A-1 Advance ”, “ Tranche A-2 Advance ”, “ Tranche A-3 Advance ” and “ Tranche A-4 Advance ”) to the Borrowers equal to such

Lender’s Tranche A Commitment. Any portion of the Tranche A Advances that is subsequently repaid or prepaid may not be reborrowed.

     (b) Tranche B Advances . Two term loans (each, a “ Tranche B Advance ” and each proportionate portion thereof a “ Tranche B-1 Advance ”, and “ Tranche B-2 Advance ”) to the Borrowers equal to such Lender’s Tranche B Commitment. Any portion of the Tranche B Advances that is subsequently repaid or prepaid may not be reborrowed.

     (c) Tranche C Advances . One term loan (“ Tranche C Advance ”) to the Borrowers equal to such Lender’s Tranche C Commitment. Any portion of the Tranche C Advances that is subsequently repaid or prepaid may not be reborrowed.

          Section 2.02 Notes .

     (a) Each Lender’s Tranche A-1 Advance, Tranche A-2 Advance, Tranche A-3 Advance, Tranche A-4 Advance, Tranche B-1 Advance, Tranche B-2 Advance, and Tranche C Advance shall be evidenced by an amended and restated promissory note of the Borrowers, substantially in the forms of Exhibits A, B, and C , in each case dated as of the Effective Date and payable to such Lender or its registered assigns in a principal amount equal to such Lender’s Pro Rata Share of the applicable Commitment.

     (b) The date, amount and Interest Rate applicable from time to time in respect of each Tranche A Advance made by a Lender, and each payment made on account of the principal thereof or interest thereon, shall be recorded by such Lender on its books and records and, prior to any transfer of the applicable Note, noted by such Lender on the grid attached to such Note or any continuation thereof. Any such recordation or notation shall be conclusive and binding on the Borrowers, absent manifest error; provided , that the failure of such Lender to make any such recordation or notation shall not affect the obligations of any Borrower to make payment when due of any amount owing hereunder or under such Note in respect of the applicable Advance; and provided further , that in the event of any inconsistency between the Register and any Lender’s books and records, the recordation in the Register shall govern.

          Section 2.03 Inability to Determine Rates; Illegality . Anything contained herein to the contrary notwithstanding, if, prior to or upon any determination of LIBOR, for any applicable Interest Period:

then the Administrative Agent shall give the Borrower Representative prompt notice thereof and, so long as such condition remains in effect, all Advances of the Lenders or such Affected Lender, as the case may be, shall bear interest at a rate per annum equal to the Prime Commercial Rate plus four percent (4%).

          Section 2.04 Payments of Interest and Principal on the Advances; Waterfall .

     (i) The Borrowers shall pay to the Administrative Agent for the benefit of the Lenders interest on the aggregate outstanding principal amount of the Advances of each Tranche for the period from and including the respective dates of such Advances to but excluding the respective dates such Advances are paid in full, in each case at a rate per annum equal to the applicable Interest Rate. Notwithstanding the foregoing, the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders interest at the applicable Post-Default Rate (i) on the outstanding principal amount of any Advances during any period when any Event of Default has occurred and is continuing and (ii) on any interest or amount (other than principal of any Advance) payable by the Borrowers hereunder or under any applicable Note that shall not be paid in full when due, for the period from and including the due date thereof to but excluding the date the same is paid in full. Accrued and unpaid interest on each Advance shall be payable monthly on each Payment Date and on the Tranche A Termination Date, Tranche B Termination Date or Tranche C Termination Date, as applicable, except that interest payable at the applicable Post-Default Rate shall accrue daily and shall be payable promptly upon demand. The Borrowers shall pay interest in cash to the Administrative Agent for the benefit of the Lenders on Tranche A to the extent of all cash available to the Borrowers in the Collection Account or otherwise.

     (ii) Anything contained in Section 2.04(a)(i) to the contrary notwithstanding, the Borrower Representative, on behalf of the Borrowers, has elected as of the Effective Date, and each Lender has consented thereto, to pay the accrued and unpaid interest due in respect of the Tranche B Advances and the Tranche C Advances from and after such date by adding the amount thereof to the outstanding principal amount of the Tranche B Advances and Tranche C Advances, as

applicable, and may further elect solely to the extent that the Borrowers do not have cash collections to pay accrued interest on Tranche A Advances by adding the amount thereof to the outstanding principal amount of the Tranche A Advances (any such interest in respect of the Tranche B Advances, the Tranche C Advances and the Tranche A Advances that is so added to the outstanding principal amount of the Tranche B Advances, Tranche C Advances or Tranche A Advances, as applicable, being “ PIK Interest ”). Upon request of the Administrative Agent, the Borrowers will execute and deliver to each Lender an additional Tranche B Note, Tranche C Note, or Tranche A Note, as applicable, for the amount of such PIK Interest or a replacement Tranche B Note, Tranche C Note, or Tranche A Note, as applicable, in a face amount equal to the then outstanding principal sum, plus the amount of such PIK Interest; provided, however , the failure of the Administrative Agent to request that the Borrowers execute, or the failure of the Borrowers to provide, any such additional Tranche B Note, Tranche C Note, or Tranche A Note as applicable, shall in no way affect the Borrowers obligations to pay any such PIK Interest at the time and in the manner of other Tranche B Advances, Tranche C Advances, and Tranche A Advances.

     (b) Principal Payments . On each Payment Date, after the payment of interest, as required by paragraph 2.04(a) above, each Borrower shall be required to make principal payments on the Advances in an amount equal to the amount at such time of all cash, dividends or other property in the Collection Account, any amount received from dividends or distributions of the Collateral and any other amount otherwise available to any Borrower.

     (c) Payment Date Reports . No later than two (2) Business Days prior to each Payment Date, the Administrative Agent shall provide to the Borrower Representative a report stating (i) the amount of interest due for the current Interest Period pursuant to Section 2.04(a), separately stated for the applicable Tranche A Advances, the Tranche B Advances, if applicable, and the Tranche C Advances, if applicable, and (ii) if such Payment Date occurs on a Termination Date, the aggregate outstanding aggregate principal amount of the Tranche A Advances, Tranche B Advances and Tranche C Advances, as applicable; provided , that the failure of the Administrative Agent to make any such report shall not affect the obligations of the Borrowers to make payment when due of any amount owing hereunder or under any Note in respect of the related Advances.

     (d) Distributions on Payment Dates . Without in any way limiting the obligations of the Borrowers to make the payments of interest and principal that are required to be made in respect of the Advances pursuant to Sections 2.04(a) and 2.04(b) (with respect to any Payment Date, the “ Required Payments ”), the Borrowers hereby authorize and direct the Administrative Agent, on each Payment Date, to apply all Collections received from and after the immediately preceding Payment Date to but excluding such Payment Date (the aggregate amount of such Collections, after deducting any Reserves, shall be referred to as the “ Applicable Collections Amount ” in respect of

such Payment Date) in the following order of priority:

first , to pay any costs, expenses, fees, charges or indemnities due the Administrative Agent under the terms of this Agreement or any Loan Document;

second , to pay any costs, expenses, fees, charges or indemnities due any Lender under the terms of this Agreement or any Loan Document;

third , to the payment of amounts constituting additional periodic payments of interest required under any Interest Rate Hedge Agreement to any Lender in full;

fourth , to the cash payment of interest on the Tranche A Advances as calculated for such Payment Date;

fifth , to the BOS Adjustment, if a positive number;

sixth , to prepay the outstanding principal amount of the Tranche A Advances, including any PIK Interest that has been added to such principal amount until the same are paid in full in the following order: Tranche A-1 Advances, Tranche A-2 Advances, Tranche A-3 Advances, and Tranche A-4 Advances;

seventh , to pay any Obligations (other than payments constituting additional periodic payments of interest payable under item “third” above) under any Interest Rate Hedge Agreement to any Lender in full;

eighth , to the cash payment of interest on the Tranche B-1 Advances as calculated for such Payment Date;

ninth , to prepay the outstanding principal amount of the Tranche B-1 Advances, including any PIK Interest that has been added to such principal amount until the same are paid in full;

tenth , to the cash payment of interest on the Tranche B-2 Advances as calculated for such Payment Date;

eleventh , to prepay the outstanding principal amount of the Tranche B-2 Advances, including any PIK Interest that has been added to such principal amount until the same are paid in full;

twelfth , to the cash payment of interest on the Tranche C Advances as calculated for such Payment Date;

thirteenth , to prepay the outstanding principal amount of the Tranche C Advances, including any PIK Interest that has been added to such principal amount until the same are paid in full;

fourteenth , to any obligations secured by any Collateral then remaining; and

fifteenth , to the Borrower Representative for the benefit of the Borrowers.

     Anything contained herein to the contrary notwithstanding, all payments, dividends and distributions in respect of, and the net proceeds from any disposition, of the Participant Trust Certificates shall be applied solely to the Pro Rata Share of each Lender (other than Huntington and HF) in respect of the Advances. Further, anything contained herein to the contrary notwithstanding, all recoveries and distributions from, and the net proceeds of the WMC Claims, net of costs attributable to the collection of such recoveries and distributions, shall be applied as follows: 82.5895% to M&I’s Advances, and 17.4105% to Huntington’s and HF’s Advances. Further, anything contained herein to the contrary notwithstanding, all dividends, distributions from, and the net proceeds of any disposition from Pledged Interests in FCMC, shall be applied as follows: 2.65964% to BOS’s Advances, 13.12074 to M&I’s Advances, and 84.21962 to Huntington’s and HF’s Advances; provided, however , that if any Lender has been paid in full prior to such dividend or distribution, such percentages shall be calculated without regard to such Lender’s percentage above. Further, anything contained herein to the contrary notwithstanding, all dividends, distributions from, and the net proceeds of any disposition from the REIT Shares shall be applied solely to Huntington’s and HF’s Pro Rata Share of the Advances, in order of priority as determined by Huntington, in its sole discretion. Further, anything contained herein to the contrary notwithstanding, all Collections in respect of the Static Loans shall be applied pursuant to the terms of the Franklin Master Agreement.

          Section 2.05 Mandatory Prepayments . Within five (5) Business Days after the occurrence of any Mandatory Prepayment Event, the Borrowers shall prepay the Advances in an aggregate amount equal to the Net Proceeds of such Mandatory Prepayment Event, any such prepayment to be applied to prepay the outstanding principal amount of the Tranche A Advances.

          Section 2.06 Breakage . If the Borrowers make any prepayment of the Advances on a day that is not a Payment Date, the Borrowers shall indemnify each Lender and hold each Lender harmless from and against any actual loss or expense that such Lender may sustain or incur arising from (i) the re-employment of funds obtained by such Lenders to maintain the portion of such Lender’s Advances so prepaid or (ii) fees payable to terminate the arrangements from which such funds were obtained, in either case which actual loss or expense shall be equal to the excess, as determined by the such Lender, of (x) its cost of obtaining funds for such portion of such Lender’s Advances for the period from the date of such prepayment through the following Payment Date over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds not utilized by reason of such prepayment for such period. This Section 2.06 shall survive termination of this Agreement and payment in full of the Notes.

          Section 2.07 Requirements of Law .

     (a) If any Requirement of Law or any change in the interpretation or application thereof, or compliance by the Administrative Agent or any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

     (i) shall subject the Administrative Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, such Lender’s Note(s) or any Advance(s) made by it (excluding net income taxes), or change the basis of taxation of payments to the Administrative Agent or any Lender in respect thereof;

     (ii) shall impose, modify, or hold applicable any reserve, special deposit, compulsory advance, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or other extensions of credit by, or any other acquisition of funds by any office of such Lender; or

     (iii) shall impose on the Administrative Agent or any Lender any other condition;

and the result of any of the foregoing is to increase the cost to the Administrative Agent or such Lender, by an amount which the Administrative Agent or such Lender deems to be material, of making, continuing, or maintaining any Advance or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower Representative on behalf of the Borrowers shall promptly pay the Administrative Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such increased cost or reduced amount receivable thereafter incurred.

          (b) If any Lender shall have determined that the adoption, effectiveness, phase-in, or applicability of, or any change in, any Requirement of Law regarding capital adequacy or in the interpretation or application thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on that Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which that Lender or such corporation (taking into consideration that Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by that Lender to be material, then from time to time, the Borrowers shall promptly pay to that Lender such additional amount or amounts as will thereafter compensate that Lender for such reduction.

          (c) If the Administrative Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.07, it shall promptly notify the Borrower Representative of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 2.07 submitted by the Administrative Agent or a Lender to the Borrower Representative shall be conclusive and binding on the Borrowers in the absence of manifest error.

          (d) Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant to this Section 2.07 shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand such compensation.

          Section 2.08 Purpose of Advances . Each of the Advances are made for the purpose of amending and restating the Commercial Loans and to pay fees and other transaction costs in connection therewith on the Effective Date pursuant to term loans which are (a) the joint and several obligations of the Borrowers and (b) are secured by substantially all assets of the Borrowers and the other Collateral.

          Section 2.09 Appointment of Borrower Representative as Agent and Attorney-in-Fact for all Borrowers. Each Borrower hereby irrevocably constitutes and appoints the Borrower Representative and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in the place and stead of such Borrower and in the name of such Borrower or in its own name, and for the purpose of carrying out the terms of this Agreement, to take any and all necessary or appropriate actions, including without limitation the right to give or receive any notice or other document provided for under this Agreement on behalf of such Borrower, and to execute on behalf of such Borrower any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement. Any notice given to or received from the Borrower Representative on behalf of any Borrower under this Agreement shall be deemed to have been given to or received from that Borrower.

          Section 2.10 Facility Fee . The Borrowers jointly and severally agree to pay to the Administrative Agent on the Effective Date, for the account of each applicable Lender according to its Pro Rata Share, the Facility Fee.

          Section 2.11 Joint and Several Liability .

     (a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower a