AMENDED AND RESTATED PLEDGE AGREEMENT

Exhibit 10.9

AMENDED AND RESTATED PLEDGE AGREEMENT

     THIS AMENDED AND RESTATED PLEDGE AGREEMENT , dated as of March 31, 2009 (this " Agreement ”), is entered into by FRANKLIN CREDIT HOLDING CORPORATION, a Delaware corporation (the " Grantor ”), and is in favor of THE HUNTINGTON NATIONAL BANK , acting hereunder as contractual representative pursuant to the Credit Agreement (as defined below) for Lenders (as defined below) (“ Huntington ”, acting as such contractual representative and any successor or successors to Huntington acting in such capacity, being referred to as “ Administrative Agent ”).

W i t n e s s e t h:

      Whereas, Franklin Credit Asset Corporation, Tribeca Lending Corp. and certain of their Subsidiaries as borrowers (collectively, “ Borrowers ” and individually, a “ Borrower ”), Administrative Agent, and the financial institutions party thereto as Lenders (Huntington, in its individual capacity, and such other financial institutions being hereafter referred to collectively as “ Lenders ” and individually as “ Lender ”), have entered into a certain Amended and Restated Credit Agreement, dated March 31, 2009 (as amended, supplemented, modified or restated from time to time, the “ Credit Agreement ”), pursuant to which Huntington and the other Lenders have agreed to make and/or maintain advances and other financial accommodations to and for the benefit of the Borrowers, upon the terms and subject to the conditions set forth in the Credit Agreement (Administrative Agent and Lenders, together with affiliates of Lenders, being referred to collectively as the “ Secured Creditors ” and individually as a “ Secured Creditor ”);

      Whereas , as of even date herewith, the Grantor has executed a certain Limited Recourse Guaranty in connection with the Credit Agreement (the “ Guaranty ”) whereby the Grantor guaranteed to Administrative Agent the prompt and complete payment and performance by Borrowers of all Secured Obligations;

      Whereas, the Credit Agreement, each master credit and security agreement, flow warehousing credit and security agreement, term loan and security agreement, warehousing credit and security agreement, loan agreement, credit agreement, forbearance agreement, promissory note, security agreement, certificate, letter of credit reimbursement agreement, pledge agreement, control agreement, joinder agreement, counterpart signature page, assignment, guaranty agreement, banking services agreement, hedging agreement, cash management agreement, consent agreement, collateral agreement, amendment, modification agreement, instrument and financing statements and other loan documents (as any of the same may be amended, restated, supplemented, modified or replaced from time to time) executed or delivered from time to time to any Lender by any Borrower or Loan Party, are collectively referred to as the “ Credit Documents ”);

      Whereas, pursuant to the respective Credit Documents, Lenders have agreed, subject to certain conditions precedent, to make and/or maintain loans and other financial accommodations to the Loan Parties from time to time;

      Whereas, the Secured Creditors have required as a condition, among others, of extending credit to any Loan Party or of renewing, extending, or forbearing from demanding immediate payment of extensions of credit to the Loan Parties, that the Grantor enter into this Agreement; and

      Whereas, each Loan Party will benefit, directly or indirectly, from credit and other financial accommodations extended by the Secured Creditors to the Loan Parties.

      Now, Therefore, in consideration of the promises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby agrees with the Secured Creditors as follows:

ARTICLE I Defined Terms

      Section 1.1 Definitions

     (a) Terms used herein that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein):

     “ General Intangibles ”; “ Instruments ”; “ Investment Property ”; “ Proceeds ”, “ Security”; and “Security Entitlements”.

     (b) The following terms shall have the following meanings:

     “ Additional Pledged Collateral ” means all shares of, partnership interests in (whether limited or general), trust certificates of, and limited liability company interests in, all securities convertible into, and warrants, options and other rights to purchase or otherwise acquire, stock of or interests in, either (i) any Person that, after the date of this Agreement, as a result of any occurrence, becomes a direct Subsidiary of the Grantor or (ii) any issuer of Pledged Stock, any Partnership or any LLC that is acquired by the Grantor after the date hereof; all certificates or other instruments representing any of the foregoing; all Security Entitlements of the Grantor in respect of any of the foregoing; and all interest, cash, instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any of the foregoing. Additional Pledged Collateral may be General Intangibles or Investment Property.

     “ Agreement ” means this Agreement.

     “ Banking Services ” means each and any of the following bank services provided to any Loan Party by any Lender or any of its affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

     “ Bankruptcy Code ” means Title 11 of the United States Code (11 USC, § 101 et seq ), as amended from time to time, and any successor statute thereto, including (unless the context requires otherwise) any rules or regulations promulgated thereunder.

     “ Collateral ” has the meaning specified in Section 2.1.

     “ Contingent Obligations ” means any agreement, undertaking or arrangement by which the Grantor assumes, guaranties, endorses, agrees to provide funding, or otherwise becomes or is contingently liable upon the obligation or liability of any other Loan Party.

     “ Credit Documents ” has the meaning specified above in the recitals.

     “ Event of Default ” has the meaning specified in the Credit Agreement.

     “ FCMC Credit Agreement (Licensing)” means that certain Amended and Restated Credit Agreement (Licensing), dated as of March, 31, 2009, among Franklin Credit Management Corporation, as borrower, the financial institutions party thereto, as lenders, and The Huntington National Bank, as administrative agent and issuing bank.

     “ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from time to time in the United States consistently applied.

     “ Governmental Authority ” means any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

     “ Indebtedness ” means, at any time, (i) all indebtedness, obligations or other liabilities (other than accounts payable arising in the ordinary course of business payable on terms customary in the trade) which in accordance with GAAP should be classified as liabilities on the balance sheet of such Person, including without limitation, (A) for borrowed money or evidenced by debt securities, debentures, acceptances, notes or other similar instruments, and any accrued interest, fees and charges relating thereto, (B) under profit payment agreements or in respect of obligations to redeem, repurchase or exchange any securities or to pay dividends in respect of any stock, (C) with respect to letters of credit, bankers acceptances, interest rate swaps or other contracts, currency agreement or other financial products, (D) to pay the deferred purchase price of property or services, or (E) in respect of any capital leases; (ii) all indebtedness, obligations or other liabilities secured by a lien on any property, whether or not such indebtedness, obligations or liabilities are assumed by the owner of the same; and (iii) all Contingent Obligations.

     “ Joinder Agreement ” means a joinder agreement, in the form and substance acceptable to the Administrative Agent, executed by the Administrative Agent and the relevant Subsidiary that Grantor is required to cause to become a party hereto as a Loan Party.

     “ Law ” means any law (including common law), constitution, statute, treaty, convention, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority.

     “ Lien ” means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, whether such interest shall be based on the common law, statute, or contract, whether such interest shall be recorded or perfected, and whether such interest shall be contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances, including the lien or security interest arising from any mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment (collateral or otherwise), hypothec, deposit arrangement, security agreement, conditional sale, trust receipt, lease, consignment, or bailment for security purposes, judgment, claim encumbrance or statutory trust and also including reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting real property.

     “ LLC ” means each limited liability company in which a Loan Party has an interest, including those set forth on Schedule 2.

     “ LLC Agreement ” means each operating agreement with respect to an LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time.

     “ Loan Documents ” means the Credit Documents, any agreements or documents evidencing or relating to the provision of any Banking Services by any Lender for the benefit of a Loan Party, and any other agreement, document, or arrangement (whether now existing or hereafter arising) by and among a Lender (or its affiliate) and one or more Loan Party.

     “ Loan Party ” means Grantor, and any affiliate or Subsidiary of Grantor that is a signatory hereto on the date of this Agreement, and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement (in accordance with Section 7.10), and their respective successors and assigns. The term “Loan Party” or “Loan Parties” as used herein shall mean and include the Loan Parties collectively and also each individually, with all grants, representations, warranties, and covenants of and by the Loan Parties, or any of them, herein contained to constitute joint and several grants, representations, warranties, and covenants of and by the Loan Parties.

     “ Partnership ” means each partnership or joint venture in which a Loan Party has an interest, including those set forth on Schedule 2 .

     “ Partnership Agreement ” means each partnership or joint venture agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified.

     “ Person ” means any individual, corporation, firm, enterprise, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company or any other entity of any kind or any government or political subdivision or any agency, department or instrumentality thereof.

     “ Pledged Collateral ” means, collectively, the Pledged Stock, the Pledged Partnership Interests, the Pledged LLC Interests, any other Investment Property of the Grantor, all certificates or other instruments representing any of the foregoing and all Security Entitlements of the Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles or Investment Property.

     “ Pledged LLC Interests ” means all right, title and interest of the Grantor as a member of any LLC and all right, title and interest of the Grantor in, to and under any LLC Agreement to which it is a party.

     “ Pledged Partnership Interests ” means all right, title and interest of the Grantor as a limited or general partner in all Partnerships and all right, title and interest of the Grantor in, to and under any Partnership Agreements to which it is a party.

     “ Pledged Stock ” means the shares of capital stock owned by the Grantor, including all shares of capital stock listed on Schedule 2 .

     “ Rate Management Transaction ” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into among Grantor, any Subsidiary thereof, any Lender or any affiliate of a Lender, or any of its subsidiaries or affiliates or their successors, which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

     “ Secured Obligations ” means (a) any and all Indebtedness, obligations, and liabilities now existing or hereafter arising of Grantor or any other Loan Party to one or more Lender (or any affiliate) or arising under or in connection with or evidenced by (i) the Credit Documents, this Agreement, or any other Loan Document, (ii) any other agreement relating to (A) letters of credit or pursuant to any letter of credit agreement or application (if any), or pursuant to any agreement or document relating to Banking Services, (B) any agreement in respect of any Rate Management Transaction, (C) any agreement for any electronic transfers, treasury management, cash management services and deposit and disbursement account liability, and (D) any agreement of guaranty, surety or indemnity issued by such Person, (b) any and all Indebtedness, obligations, and liabilities, now existing or hereafter arising, whether absolute or contingent and however and whenever created, arising, evidenced or

acquired, of Grantor or any other Loan Party owed to any Lender (or any affiliate of a Lender), (and in each instance in clauses (a)and (b) above, whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after any such petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and (c) any and all reasonable expenses and charges, legal or otherwise, suffered or incurred by a Lender or any affiliate of a Lender in collecting or enforcing any such Indebtedness, obligation, and liability or in realizing on or protecting or preserving any security therefore, including, without limitation, the Lien and security interest granted by any Credit Document.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Servicing Agreement ” means that certain Servicing Agreement dated as of March 31, 2009, by and between Franklin Mortgage Asset Trust 2009-A, as owner, and Franklin Credit Management Corporation, as servicer, as amended, supplemented, modified or restated from time to time.

     “ Subsidiary ” of a Person means any corporation, partnership, limited liability company or other entity in which such Person directly or indirectly owns or controls the securities or other ownership interests having ordinary voting power to elect a majority of the board of directors, or appoint managers or other persons performing similar functions.

     “ UCC ” means the Uniform Commercial Code as from time to time in effect in the State of Ohio; provided , however , that, in the event that, by reason of mandatory provisions of Law, any of the attachment, perfection or priority of the Administrative Agent’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Ohio, the term “ UCC ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

      Section 1.2 Certain Other Terms

     (a) In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

     (b) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement.

     (c) References herein to a Schedule, Article, Section, subsection or clause refer to the appropriate Schedule to, or Article, Section, subsection or clause in this Agreement.

     (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

     (e) Any reference in this Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and, unless specifically stated otherwise all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative.

     (f) Each of the terms “Lender”, “Lenders”, “Secured Creditor”, and “Secured Creditors” includes its or their respective successors or assigns.

     (g) References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.

ARTICLE II Grant of Security Interest

      Section 2.1 Collateral

     For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “ Collateral ”: all Pledged Collateral and related Proceeds.

      Section 2.2 Grant of Security Interest in Collateral

     The Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, hereby collaterally assigns, mortgages, pledges and hypothecates to Administrative Agent (for the benefit of the Secured Creditors), and grants (whether under the UCC or otherwise) to Administrative Agent (for the benefit of the Secured Creditors), a lien on and security interest in, and a collateral assignment of, all of its right, title and interest in, to and under the Collateral. The Grantor hereby acknowledges and agrees that the Grantor will directly and indirectly by Lenders entering into the Credit Agreement.

ARTICLE III Representations and Warranties

     To induce the Administrative Agent and Lenders to enter into or maintain the Credit Documents, the Grantor hereby represents and warrants each of the following to each Secured Creditor:

      Section 3.1 Title; No Other Liens

     Except for the Liens granted to the Administrative Agent pursuant to this Agreement, the Grantor is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or certificated securities, and has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any Lien.

      Section 3.2 Perfection and Priority

     The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC upon (i) the completion of the filings and other actions specified on Schedule 1 which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly executed form) and (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and certificated securities, in each case properly endorsed for transfer to the Administrative Agent or in blank. Such security interest shall be prior to all other Liens on the Collateral.

      Section 3.3 Name; Jurisdiction of Organization; Chief Executive Office

     Except as set forth on Schedule 1 , within the five-year period preceding the date hereof, the Grantor has not had, or operated in any jurisdiction, under any trade name, fictitious name or other name other than its legal name, and the Grantor’s jurisdiction of organization, organizational identification number, if any, and the location of the Grantor’s chief executive office or sole place of business is specified on Schedule 1.

      Section 3.4 Pledged Collateral

     (a) The Pledged Stock, Pledged Partnership Interests, and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 .

     (b) All of the Pledged Stock, Pledged Partnership Interests, and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable.

     (c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to the Administrative Agent in accordance with Section 4.4(a).

     (d) There is no Pledged Collateral other than that represented by certificated securities or Instruments in the possession of the Administrative Agent.

ARTICLE IV Covenants

     The Grantor agrees with the Secured Creditors to the following, as long as any Secured Obligation remains outstanding or any Secured Creditor has any obligation to extend credit to any Loan Party under any Loan Document, and, in each case, unless the Administrative Agent otherwise consents in writing:

      Section 4.1 Generally

     The Grantor shall (a) except for the security interest created by this Agreement, not create or suffer to exist any Lien upon or with respect to any Collateral; (b) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, any other Loan Document, any applica