AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.12

Execution Copy

AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING)

Dated as of March 31, 2009

among

FRANKLIN CREDIT MANAGEMENT CORPORATION, and
FRANKLIN CREDIT HOLDING CORPORATION
as Borrowers,

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

THE HUNTINGTON NATIONAL BANK,
as Administrative Agent and as Issuing Bank

TABLE OF CONTENTS

AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING)

     THIS AMENDED AND RESTATED CREDIT AGREEMENT (LICENSING), 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 MANAGEMENT CORPORATION, a Delaware Corporation, and FRANKLIN CREDIT HOLDING CORPORATION, a Delaware corporation (each, a “ Borrower ” and collectively “ Borrowers ”), THE FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS (each, a “ Lender ” and collectively, the “ Lenders ”) and THE HUNTINGTON NATIONAL BANK, a national banking association (“ Huntington ”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “ Administrative Agent ”) and as Issuing Bank for certain Letters of Credit.

RECITALS:

     WHEREAS, each 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 such Borrower and in connection therewith issued certain outstanding letters of credit for the account of such Borrower (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 such Borrower (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, the Franklin Warehousing Agreement and the Franklin Term Loan Agreement are collectively referred to as the “ Credit Agreements ,” and the Franklin Warehousing Credits, and the Franklin Revolving Loans are collectively referred to as the “ Commercial Credits; ” and

     WHEREAS, each Borrower, certain other affiliates 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 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, 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 Holding guaranteed the full payment of each Commercial Credit; and

     WHEREAS, in connection with the Credit Agreements and the Existing Forbearance Agreement, each Borrower and certain other borrowers, as applicable, are parties to certain promissory notes, security agreements, pledge agreements, powers of attorney, letter of credit reimbursement 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 ”); and

     WHEREAS, the Borrowers, the Administrative Agent, and the Lenders wish to amend and restate Tranche D in full under the Credit Agreements and the Existing Forbearance Agreement and assign all Liens held in respect of a portion of the collateral security therefor to the Administrative Agent in order to, among other things, (a) maintain a credit facility in an amount not to exceed the maximum amount of the Commitment, composed of: (i) a separate existing letter of credit facility in an amount not to exceed the aggregate sum of the Letter of Credit Commitment, (ii) a revolving line of credit facility in an amount not to exceed the aggregate sum of the Revolving Loan Commitment, and (iii) a draw credit facility in an amount not to exceed the aggregate sum of the Draw Loan Commitment, (b) maintain Tranche D as a full recourse obligation of each Borrower, and (c) reaffirm all obligations, liabilities, and Liens and grant Liens on substantially all assets of each Borrower.

     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.

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

     “ Administrative Agent Fee ” shall mean an annual to be determined by the Administrative Agent at such time as Huntington and its Affiliates are not the only Lenders hereunder, payable to the Administrative Agent.

     “ Advance ” or “ Advances ” shall mean any one or more of the Revolving Loan Advances or the Draw Loan Advances.

     “ 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; provided, however, that with respect to the Loan Parties, under common control with” shall mean “under common control of Holding with”, in each instance of this Agreement, other than Section 7.08 and Section 7.18.

     “ 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(c).

     “ Applicable Draw Loan Margin ” shall mean six percent (6.00%).

     “ Applicable Margin ” shall mean eight percent (8.00%).

     “ Application and Agreement for Letter of Credit ” shall mean an application and agreement for standby letter of credit by, between, and among any Borrower, 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.

     “ Approved Expenses ” shall mean those expenses of any Borrower as set forth in the budget periodically submitted to the Administrative Agent, which budget shall be subject to the written consent of the Administrative Agent, which consent will not be withheld unreasonably, and shall include without limitation, fees and expenses incurred in the ordinary course of business, all fees and charges in respect of Letters of Credit and banking services provided for the account of any Borrower and reasonable costs of any litigation to require sellers of Mortgage Loans to repurchase such loans because of fraud, misrepresentation, or breach of warranty.

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

     “ 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 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 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 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 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 any Borrower, 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 any Borrower representing more than 20% of the combined voting power of the outstanding securities of such Person, 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 FCMC, the failure of Holding to own, directly or indirectly, and free and clear of any adverse claims (other than Liens securing the obligations under the Legacy Loans Credit Agreement), 100% of the issued and outstanding Capital Stock of such Borrower.

     “ 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, 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 01899715877, maintained at Huntington, or such other similar account subject to a Control Agreement as may be specified in writing by the Administrative Agent from time to time as a “Collection Account.”

     “ Collections ” shall mean, without duplication, all collections from accounts receivable, distributions, dividends, payments and other proceeds, net liquidation proceeds or insurance proceeds, 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 its 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, net of Approved Expenses, if any.

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

     “ Commitment ” shall mean, as to any Lender, such Lender’s (i) Letter of Credit Commitment, (ii) Revolving Loan Commitment to make or maintain any Revolving Loan Advance, and (iii) Draw Loan Commitment to make or maintain any Draw Loan Advance.

     “ 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 any 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.

     “ Draw Loan ” is defined in Section 2.01(c).

     “ Draw Loan Advance ” and “ Draw Loan Advances ” shall have the meanings assigned to those terms in Section 2.01.

     “ Draw Loan Commitment ” shall mean, as to any Lender, the lesser of (i) the Commitment of such Lender to make a Draw Loan Advance as set forth on Schedule 1 , or (ii) the aggregate fair market value of the Guarantor Collateral, in the case of (A) real Property, multiplied by 70%, and (B) other Property, multiplied by an advance rate satisfactory to the Administrative Agent in its good faith discretion, less in each instance the amount of any prior Mortgage or Lien thereon. The original maximum aggregate amount of the Draw Loan Commitments of all Lenders is $5,000,000.

     “ Draw Loan Note ” shall mean the promissory note provided for each Lender’s Draw Loan 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.

     “ 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 prior to a Default, by FCMC, (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 Borrower 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 Borrower is a member.

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

     “ Existing 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.

     “ Facility Fee ” shall mean $135,000.

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

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

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

     “ 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 Borrower, 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 Mortgage securing any Mortgage Loan or REO Property. The terms “ Guarantee ” and “ Guaranteed ” used as verbs shall have correlative meanings.

     “ Guarantor ” shall mean (i) Thomas J. Axon, in respect of the Draw Loan, and (ii) any other Person which has become obligated to the Administrative Agent or the Lenders in respect of any of the Obligations under any Loan Document pursuant to the terms of a Guarantee, including without limitation James Thomas Realty LLC.

     “ Guarantor Collateral ” shall mean collectively (i) a Mortgage on certain commercial real Property in favor of the Administrative Agent, commonly known as 6 Harrison Street, Unit 5, New York, New York, subject only to a Mortgage in favor of the Communication Workers of America securing Indebtedness not to exceed the principal sum of $550,000, (ii) a first and exclusive Lien on one or more promissory notes or other obligations in the aggregate amount of

$2,019,919.02 as of the Effective Date, secured by first and second Mortgages on commercial Real Property known as 18 Harrison Street, New York, New York, and (iii) a first and exclusive Lien on a certain Demand Note in the amount of $1,315,382 as of the Effective Date, secured by a first Mortgage on commercial Real Property known as 185 Franklin Street, New York, New York .

     “ 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; and (j) 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.

     “ 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: (i) in respect of the Revolving Loan Advances, a per annum rate equal to LIBOR for that day plus the Applicable Margin, and (ii) in respect of the Draw Loan Advances, a per annum rate equal to LIBOR for that day plus the Applicable Draw Loan Margin.

     “ Inventory ” means all now owned or hereafter acquired right, title and interest in “inventory” (as defined in the UCC) and goods, goods in transit, goods held for sale or lease, or to be furnished under any contract of service, raw materials, work in process or supplies, and all materials used or consumed in the business of any Borrower, and any property the sale or other disposition of which has given rise to Accounts and which has been returned, repossessed or stopped in transit.

     “ 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.

     “ Issuing Bank ” shall mean initially Huntington, and thereafter means any Lender that, at the request of the Administrative Agent and with the consent of each Borrower, agrees, in such Lender’s sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.10.

     “ Legacy Loans Credit Agreement ” shall mean that certain Amended and Restated Credit Agreement dated as of the Effective Date by and among Franklin Asset Corporation, Tribeca Lending Corp., the other borrowers party thereto, the financial institutions party thereto as lenders, and The Huntington National Bank, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.

     “ 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.

     “ Letter of Credit ” and “ Letters of Credit ” shall mean any letter of credit issued by the Issuing Bank for the account of any Borrower, either as originally issued or as the same may, from time to time, be amended or otherwise modified, extended, or replaced.

     “ Letter of Credit Commitment ” shall mean, as to any Lender, the Commitment of such Lender to pay any Risk Participation Liability as set forth on Schedule 1 . The original aggregate amount of the Letter of Credit Commitments of all Lenders is $6,500,000.

     “ Letter of Credit Exposure ” shall mean, as of any date of determination, the aggregate undrawn stated amount of all outstanding Letters of Credit plus the aggregate of all amounts drawn under Letters of Credit for which the Issuing Bank has not yet received payment or reimbursement (whether from any Borrower or otherwise); provided, however , that the Letter of Credit Exposure shall at no time exceed the aggregate sum of the Letter of Credit Commitment.

     “ Letter of Credit Facing Fee ” shall mean, with respect to each issued and outstanding Letter of Credit, a facing fee payable to the Issuing Bank, for its own account, at the rate of 0.125% per annum multiplied by the average daily undrawn amount of such Letter of Credit during the period in respect of which such fee is paid.

     “ Letter of Credit Fee ” shall mean (i) a fee equal to fifty percent (50%) of the Applicable Margin, due and payable in advance to the Issuing Bank upon the issuance of each Letter of Credit, which shall be shared among the Lenders, based of each Lender’s Pro Rata Share of the Letter of Credit Commitment.

     “ 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 (2) Business 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 Borrower 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, each agreement in respect of a Blocked Account, Disbursement Account, Collection Account, or Reserve Account, each deposit account control agreement, each Application and Agreement for Letter of Credit, letter of credit reimbursement agreement, pledge agreement, joinder agreement, collateral assignments, Guarantee, banking services 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 each Borrower and any Guarantor collectively, and “ Loan Party ” means any Borrower, any Guarantor 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 and other Loan Documents satisfactory to the Administrative Agent in its sole and absolute discretion.

     “ 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 Borrower of any capital contribution; or

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

     (e) the receipt by any Borrower 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 any Borrower, (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 Transaction Documents.

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

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

     “ Mortgage Loan ” shall mean any mortgage loan in which any Borrower 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 Borrower in and to the related property subject to a Mortgage as collateral security therefor.

     “ 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 Income Before Taxes ” of any Person shall mean, for any period, the net income (or loss) of such Person before taxes for such period taken as a single accounting period, determined in conformity with GAAP.

     “ 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 Borrower, 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 Worth ” shall mean, at the time of each determination, in respect to any Person and for all purposes, the excess of total assets of such Person over total liabilities of such Person, determined in accordance with GAAP.

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

     “ Note ” or “ Notes ” shall mean any one or more of the Revolving Loan Notes or the Draw Loan Notes.

     “ Obligations ” shall mean all loans, 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 Borrower 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 Borrower 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.

     “ 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 Advances, the Termination Date; 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).

     “ 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.

     “ 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, Issuing Bank, 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) the related fixed or variable Interest Rate otherwise applicable to such Advance or other amount.

     “ 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 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 each 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.

     “ Pro Rata Share ” shall mean, for any Lender as of any date of determination, the percentage obtained, by dividing (A) the Commitment of such Lender by (B) the aggregate Commitments of all Lenders (the applicable amount in clause (A) above being such Lender’s “ Commitment Exposure ” as of such date of determination).

     “ Purchasers ” shall have the meaning assigned thereto in Section 12.01(b).

     “ Register ” shall have the meaning assigned thereto in Section 12.01(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.

     “ 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 Borrower 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 the Lenders having in the aggregate at least 50.1% of the sum of the Commitment Exposure of all Lenders.

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

     “ 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 01892594529, 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 Borrower or a creditor of any Borrower with respect to (i) sums that any Borrower is required to pay pursuant to any Contractual Obligations (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 or interest under any Advance, 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 any Borrower 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 Equity Interest of any Borrower 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 Equity interest of any Borrower 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.

     “ Revolving Loan ” is defined in Section 2.01(b).

     “ Revolving Loan Advance ” and “ Revolving Loan Advances ” shall have the meanings assigned to those terms in Section 2.01.

     “ Revolving Loan Commitment ” shall mean, as to any Lender, the Commitment of such Lender to make a Revolving Loan Advance as set forth on Schedule 1 . The original aggregate amount of the Revolving Loan Commitments of all Lenders is $2,000,000.

     “ Revolving Loan Note ” shall mean the amended and restated promissory note providing for each Lender’s Revolving Loan 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.

     “ Risk Participation Liability ” shall mean, as to each Letter of Credit, all reimbursement obligations of any Borrower to the Issuing Bank with respect to a Letter of Credit, consisting of (a) the amount available to be drawn or which may become available to be drawn, and (b) all accrued and unpaid interest, fees, and expenses payable with respect thereto.

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

     “ Security Agreement ” shall mean each of: (i) a certain Amended and Restated Security Agreement, substantially in the form of Exhibit C , and (ii) a certain Investment Property Security Agreement, substantially in the form of Exhibit D , each dated as of the date hereof and made by Borrowers 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.

     “ Subordinated Indebtedness ” shall mean any Indebtedness incurred by a Borrower 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 March 31, 2010, 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 Legacy Loans Credit Agreement.

     “ Transfer ” shall have the meaning assigned thereto in Section 7.12.

     “ Transferee ” shall have the meaning assigned thereto in Section 12.02.

     “ 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).

          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 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 each Borrower herein set forth, each Lender hereby severally agrees on the Effective Date to amend and restate and make Advances described in this Section 2.01:

     (a) Letters of Credit Advances . The Issuing Bank shall issue Letters of Credit for the account of any Borrower from time to time on any Business Day during the period from and including the Effective Date to but excluding the Termination Date, in an aggregate amount not exceeding the Letter of Credit Commitment in accordance with the terms and subject to the conditions of Section 2.10 of this Agreement. Letters of Credit shall be used solely to assure that all state licensing requirements of FCMC are met.

     (b) Revolving Loan Advances . Each Lender will extend a revolving credit facility (the “ Revolving Loan ”) to Borrowers, subject to the terms and conditions hereof, the principal sum outstanding under which at any time shall not exceed such Lender’s Revolving Loan Commitment.

     (i) Interest shall accrue on the unpaid balance of the Revolving Loan at an interest rate per annum equal to LIBOR plus the Applicable Margin. All interest accruing on the Revolving Loan shall be due and payable on each Payment Date.

     (ii) The principal sum and all obligations outstanding under the Revolving Loan shall be due and payable in full on the earlier of (A) the date that the Revolving Loan is due and payable in full pursuant to the terms of this Agreement, whether by acceleration or otherwise, or (B) the Termination Date.

     (iii) The net proceeds of the Revolving Loan shall be used solely (A) to assure that all state licensing requirements of FCMC are met, and (B) to pay Approved Expenses of Holding.

     (b) Draw Loan Advances . Each Lender will extend a draw credit facility (the “ Draw Loan ”) to Borrowers, subject to the terms and conditions hereof, the principal sum outstanding under which at any time shall not exceed such Lender’s Draw Loan Commitment.

     (i) Interest shall accrue on the unpaid balance of the Draw Loan at an interest rate per annum equal to LIBOR plus the Applicable Draw Loan Margin. All interest accruing on the Draw Loan shall be due and payable on each Payment Date.

     (ii) The principal sum and all obligations outstanding under the Draw Loan shall be due and payable in full on the earlier of (A) the date that the Draw Loan is due and payable in full pursuant to the terms of this Agreement, whether by acceleration or otherwise, or (B) the Termination Date.

     (iii) The proceeds of the Draw Loan may be advanced in partial amounts at any time prior to ten (10) calendar days before the Termination Date; provided, however , that no Draw Loan Advances repaid shall be readvanced.

     (iv) The net proceeds of the Draw Loan shall be used solely to provide for working capital needs of FCMC.

     Section 2.02 Notes .

     (a) Each Lender’s Revolving Loan Advance shall be evidenced by an amended and restated promissory note of Borrowers, substantially in the form of Exhibit A-1 , and each Lender’s Draw Loan Advance shall be evidenced by a promissory note of Borrowers, substantially in the form of Exhibit A-2 , 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 Revolving Loan Commitment or the Draw Loan Commitment, as applicable.

     (b) The date, amount, and Interest Rate applicable from time to time in respect of each 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 each Borrower, 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:

     (a) the Administrative Agent or the Required Lenders determine in good faith, which determination shall be conclusive and binding upon each Borrower, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Advances as provided herein; or

     (b) the Administrative Agent or the Required Lenders determine in good faith, which determination shall be conclusive and binding upon each Borrower, that LIBOR is not likely to adequately cover the cost to such Lenders of making or maintaining the relevant LIBOR Advances; or

     (c) any Lender (for purposes of this Section 2.03, an “ Affected Lender ”) notifies the Administrative Agent that it has become unlawful for such Lender to honor its obligations to make or maintain LIBOR Advances hereunder;

then the Administrative Agent shall give Borrowers 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 six percent (6%).

     Section 2.04 Payments of Interest on the Advances; Waterfall .

     (a) Interest on the Advances . Borrowers shall pay to the Administrative Agent for the benefit of the Lenders interest on the aggregate outstanding principal amount of the Advances 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, 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 Borrowers hereunder or under the 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 Termination Date, except that interest payable at the applicable Post-Default Rate shall accrue daily and shall be payable promptly upon demand.

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

     (c) Distributions on Payment Dates . Without in any way limiting the obligations of each Borrower to make the payments of interest that are required to be made in respect of the Advances pursuant to Section 2.04(a) (with respect to any Payment Date, the “ Required Payments ”), each Borrower hereby authorizes and directs 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 pay any Letter of Credit Facing Fee, Letter of Credit Fee, or other fees due in respect of any Letter of Credit;

fourth , to the payment of interest on the Advances;

fifth , on a pro rata basis to repay any Letter of Credit Exposure, any Revolving Loan Advances, and any Draw Loan Advances to any Lender in full;

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

seventh , to FCMC for the benefit of the Borrowers.

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

          Section 2.06 Breakage . If any Borrower makes any prepayment of the Advances on a day that is not a Payment Date, 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 any Note.

     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:

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, 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, 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 Borrowers 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 any Borrower shall be conclusive and binding on 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 . Letters of Credit and Revolving Loan Advances shall be used solely (i) to assure that all state licensing requirements of FCMC are met, and (ii) to pay approved expenses to Holding. Draw Loan Advances shall be used solely to provide for working capital of FCMC.

          Section 2.09 Facility Fee . Borrowers agree, jointly and severally, to pay the Facility Fee to the Administrative Agent on the Effective Date, for the account of each applicable Lender according to its Pro Rata Share.

     Section 2.10 Letters of Credit .

     (a) Letters of Credit . Subject to the terms and conditions of this Agreement and any applicable Application and Agreement for Letter of Credit, on any Business Day at least thirty (30) Business Days prior to the Termination Date and upon Borrower’s written request to the Administrative Agent and the Issuing Bank, the Issuing Bank may issue such Letters of Credit in such face amounts as requested; provided that : (i) on the date of issuance of any Letter of Credit and after giving effect to the issuance thereof, the Letter of Credit Exposure will not exceed the amount of such Letter of Credit Exposure stated in the definition of Letter of Credit Commitment; (ii) the expiry date of any Letter of Credit shall not be later than the date which is thirty (30) days prior to the Termination Date; provided , however , that the Issuing Bank may permit, in its sole discretion any Letter of Credit to remain outstanding after the Termination Date if one or more Loan Parties shall deposit prior to the date that is ten (10) Business Days prior to the Termination Date into an account with the Issuing Bank, in the name and for the benefit of the Issuing Bank, an amount in cash equal to one hundred five percent (105%) of the face amount of each such Letter of Credit as of such date, (iii) Borrower has provided the information necessary for the Issuing Bank to complete the form of Letter of Credit, and (iv) the issuance of such Letter of Credit would not violate any policy of the Issuing

Bank. On and after the Effective Date, the Letters of Credit issued by the Issuing Bank for the account of any Borrower prior to the date of this Agreement and set forth on Schedule 2.10 hereto shall be subject to the terms of this Agreement and deemed issued pursuant to the terms hereof. Any deposit held by the Issuing Bank as collateral for the payment and performance of the obligations of any Borrower under the outstanding Letters of Credit shall be under the Administrative Agent’s exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for letter of credit disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations or any other Obligations of the Loan Parties at such time.

     (b) Reimbursement Obligations; Payment of Letter of Credit . Each Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to the Issuing Bank the amount of each advance drawn under or pursuant to a Letter of Credit or any draft related thereto (such obligation of each Borrower to reimburse the Issuing Bank for an advance made under a Letter of Credit or a related draft being hereinafter referred to as a “L/C Reimbursement Obligation” ), each such reimbursement to be made by Loan Parties no later than the Business Day on which the Issuing Bank makes payment of each such draft. If the Loan Parties at any time fail to repay an L/C Reimbursement Obligation, the Loan Parties shall be deemed to have elected to borrow pursuant to the Revolving Loan, as of the date of the advance giving rise to the L/C Reimbursement Obligation in the amount of the unpaid L/C Reimbursement Obligation. Such borrowing shall be made as of the date of the payment giving rise to such L/C Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an advance under the Revolving Loan. If, for any reason, the Loan Parties fail to repay an L/C Reimbursement Obligation on the day such L/C Reimbursement Obligation arises, and, for any reason, the Administrative Agent is unable to make or has no obligation to make an advance under the Revolving Loan, then such L/C Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate applicable to a LIBOR Advance. Without limiting the foregoing in any way, in consideration for the issuance by the Issuing Bank of the Letters of Credit, each Borrower hereby authorizes, empowers, and directs the Administrative Agent to disburse directly to the Issuing Bank from any Reserve Account, any other account maintain or controlled by the Administrative Agent, or any other source, an amount equal to the stated amount of each draft drawn under each Letter of Credit, plus all interest, costs, expenses and fees due to the Issuing Bank pursuant to this Agreement or any other Loan Document.

     (c) Acceleration of Undrawn Amounts . Should the Administrative Agent or any Lender demand payment of the Obligations hereunder during the existence of an Event of Default prior to the Termination Date, the Issuing Bank, by written notice to Borrower, may take one or more of the following actions: (i) declare any obligation of the Issuing Bank to issue Letters of Credit hereunder terminated, whereupon any such

obligations shall forthwith terminate without any other notice of any kind; or (ii) declare the outstanding Letter of Credit Exposure to be forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby waived, and demand that the Loan Parties pay to the Issuing Bank for deposit in a segregated non interest-bearing cash collateral account, as security for the Obligations, an amount equal to the Letters of Credit Exposure then outstanding at the time such notice is given. Unless otherwise required by law, upon the full and final payment of the Obligations, the Issuing Bank shall return to Borrower any amounts remaining in said cash collateral account.

     (d) Risk Participation . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank, the Issuing Bank shall be deemed to have granted to each Lender with a Letter of Credit Commitment, and each Lender with a Letter of Credit Commitment shall be deemed to have purchased, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Lender agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Pro Rata Share of any payments made by the Issuing Bank under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Letter of Credit Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Pro Rata Share of such payment made by the Issuing Bank and not reimbursed by Borrower on the date due as provided in this Section 2.09(d), or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender with a Letter of Credit Commitment acknowledges and agrees that its obligation to deliver to the Administrative Agent, for the account of the Issuing Bank, an amount equal to its respective Pro Rata Share pursuant to this Section 2.09(d) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Article 5 hereof. If any such Lender fails to make available to the Administrative Agent the amount of such Lender’s Pro Rata Share of any payments made by the Issuing Bank in respect of such Letter of Credit as provided in this Section 2.09(d), the Administrative Agent (for the account of the Issuing Bank) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

     (e) Letter of Credit Fees . Borrower shall pay to the Issuing Bank: (a) a non-refundable fee equal to fifty percent (50%) of the Applicable Margin, multiplied by the daily face amount of each Letter of Credit outstanding, less the amount of any draws on such Letter of Credit, payable in monthly installments in arrears, commencing on the issuance date and continuing for so long as such Letter of Credit remains outstanding; and (b) for the benefit of the Issuing Bank (i) the Letter of Credit Facing Fee, and (ii) the Issuing Bank’s standard charges for issuing letters of credit and for any amendments thereto, payable upon demand by the Issuing Bank.

     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 and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations.

     (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a surety and as a co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 2.11), it being the intention of the parties hereto that all the Obligations shall be the joint and several Obligations of each Borrower without preferences or distinction among them.

     (c) If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then, in each such event, the other Borrowers will make such payment with respec