AMENDED AND RESTATED SECURITY AGREEMENT (LICENSING)

Exhibit 10.13

AMENDED AND RESTATED SECURITY AGREEMENT (LICENSING)

     THIS AMENDED AND RESTATED SECURITY AGREEMENT (LICENSING) , dated as of March 31, 2009 (this “ Agreement ”), is entered into by FRANKLIN CREDIT MANAGEMENT CORPORATION , a Delaware corporation (“ FCMC ”), 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, FCMC and Franklin Credit Holding Corporation (“ Holding ”) as borrowers, the financial institutions party thereto as Lenders, and The Huntington National Bank as Administrative Agent and Issuing Bank (Huntington, in its individual capacity and as Issuing Bank, 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 (Licensing), dated as of 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 certain advances and other financial accommodations to and for the benefit of FCMC and Holding, 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, this Agreement shall amend and restate one or more existing security agreements executed by FCMC in favor of Huntington, in their entirety as of the date hereof on the terms and subject to the conditions set forth herein, (ii) this Agreement shall not constitute a novation of the obligations and liabilities existing under such existing security agreements or evidence payment of all or any of such obligations and liabilities secured thereby, and (iii) from and after the date hereof, such existing security agreements shall be of no further force or effect, except to secure the Secured Obligations (as defined below) incurred, the representations and warranties made, and the actions and omissions performed or required to be performed, thereunder prior to the date hereof;

      WHEREAS, the Credit Agreement, security agreement, term loan and security agreement, loan agreement, credit agreement, forbearance agreement, mortgage or deed of trust, 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 FCMC, Holding, or Thomas J. Axon (“ Axon ”) as a guarantor, 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 FCMC and Holding from time to time; and

      WHEREAS, the Secured Creditors have required as a condition, among others, of extending credit to any FCMC and Holding or of renewing, extending, or forbearing from demanding immediate payment of extensions of credit to FCMC and Holding, that FCMC enter into this Agreement.

      NOW THEREFORE, in consideration of the promises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FCMC 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):

     “ Account Debtor ”, “ Accounts ”, “ Chattel Paper ”, “ Commercial Tort Claim ”, “ Commodity Account ”, “ Commodity Intermediary ”, “ Deposit Account ”, “ Documents ”, “ Entitlement Holder ”, “ Entitlement Order ”, “ Equipment ”, “ Financial Asset ”, “ General Intangibles ”, “ Instruments ”, “ Inventory ”, “ Investment Property ”, “ Letter-of-Credit Right ”, “ Proceeds ”, “ Securities Account ”, “ Securities Intermediary ”, “ Security, “ Security Entitlement ”.

     (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 FCMC or (ii) any issuer of Pledged Stock, any Partnership or any LLC that is acquired by FCMC after the date hereof; all certificates or other instruments representing any of the foregoing; all Security Entitlements of FCMC in respect of any of the foregoing; all additional indebtedness from time to time owed to FCMC by any obligor on the Pledged Notes and the instruments evidencing such indebtedness; 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.

     “ Approved Deposit Account ” means any present or future Deposit Account of FCMC that (i) is maintained with Huntington (or any affiliate thereof) or (ii) is subject to an effective Deposit Account Control Agreement in favor of the Administrative Agent and maintained with a Deposit Account Bank. “ Approved Deposit Account ” includes all monies on deposit in a Deposit Account and all certificates and instruments, if any, representing or evidencing such Deposit Account.

     “ Approved Securities Intermediary ” means a Securities Intermediary or Commodity Intermediary acceptable to the Administrative Agent and with respect to which FCMC has delivered to Administrative Agent an executed Control Account Agreement.

     “ Banking Services ” means each and any of the following bank services provided to FCMC 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.

     “ Capital Leases ” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

     “ Cash Collateral Account ” means any deposit account over which the Administrative Agent has sole dominion and control, established by the Administrative Agent, in its sole discretion at the Administrative Agent, and entitled “The Huntington National Bank, as Agent and Secured Party for Franklin Credit

Management Corporation (Blocked Account)” or such similar title as the Administrative Agent may approve or require.

     “ Cash Equivalents ” means (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition thereof, (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either S&P or Moody’s, and (iii) certificates of deposit or bankers’ acceptances maturing within one (1) year from the date of acquisition thereof either (A) issued by any bank organized under the laws of the United States or any state thereof which bank has a rating of A or A2, or better, from S&P or Moody’s, or (B) issued by any other bank insured by the Federal Deposit Insurance Corporation, (“ FDIC ”) provided that such certificates of deposit are less than or equal to, in the aggregate, the deposit insurance coverage limit set by the FDIC for single ownership accounts.

     “ Collateral ” has the meaning specified in Section 2.1.

     “ Collection Account ” means any Approved Deposit Account or Control Account in which cash and Cash Equivalents may from time to time be on deposit or held therein as provided in this Agreement .

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

     “ Control Account ” means a Securities Account or Commodity Account that is subject of an effective Control Account Agreement and that is maintained by FCMC with an Approved Securities Intermediary. “ Control Account ” includes all Financial Assets held in a Securities Account or a Commodity Account and all certificates and instruments, if any, representing or evidencing the Financial Assets contained therein.

     “ Control Account Agreement ” means an agreement, in form and substance acceptable to the Administrative Agent, executed by FCMC, the Administrative Agent and the relevant Approved Securities Intermediary.

     “ Copyright Licenses ” means any written agreement naming FCMC as licensor or licensee granting any right under any Copyright, including the grant of any right to copy, publicly perform, create derivative works, manufacture, distribute, exploit or sell materials derived from any Copyright.

     “ Copyrights ” means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all renewals thereof.

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

     “ Deposit Account Bank ” means a financial institution selected or approved by the Administrative Agent and with respect to which FCMC has delivered to the Administrative Agent an executed Deposit Account Control Agreement.

     “ Deposit Account Control Agreement ” means an agreement, in form and substance acceptable to the Administrative Agent, executed by FCMC, the Administrative Agent and the relevant Deposit Account Bank.

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

     “ Excluded Property ” means Equipment owned by FCMC that is, and continues to be, subject to a Permitted Lien listed on Schedule 8 attached hereto, if the contract or other agreement pursuant to which such Lien is granted contains an enforceable prohibition on the creation of any Lien on such Equipment in favor of the Administrative Agent; and (b) equity interests (whether Investment Property or General Intangibles), if the organizational or operating documents pursuant to which such equity interests are issued or governed contain an enforceable prohibition on the creation of any Lien on such equity interests in favor of the Administrative Agent; in each case, only to the extent, and for so long as, such prohibition is not removed, terminated or rendered unenforceable or otherwise deemed ineffective by applicable Law; provided, however, that “ Excluded Property ” shall not include (i) the right to receive any payment of money (including, without limitation, general intangibles for money due or to become due); and (ii) any proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions or replacements of any of the foregoing.

     “ 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 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.

     “ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, receivership, assignment for the benefit of creditors, formal or informal moratorium, forbearance, composition, extension generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

     “ Intellectual Property ” means, collectively, all rights, priorities and privileges of FCMC relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including domain names, Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses and trade secrets, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

     “ Intercompany Note ” means any promissory note evidencing loans made by FCMC to any of its Subsidiaries or Holding.

     “ 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 FCMC 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 FCMC 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 FCMC, and any other agreement, document, or arrangement (whether now existing or hereafter arising) by and among a Lender (or its affiliate) and FCMC.

     “ Material Intellectual Property ” means Intellectual Property owned by or licensed to FCMC and material to FCMC’s business.

     “ Partnership ” means each partnership or joint venture in which FCMC 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.

     “ Patents ” means (a) all letters patent of the United States, any other country or any political subdivision thereof and all reissues and extensions thereof, (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof and (c) all rights to obtain any reissues or extensions of the foregoing.

     “ Patent License ” means all agreements, whether written or oral, providing for the grant by or to FCMC of any right to manufacture, use, import, sell or offer for sale any invention covered in whole or in part by a Patent.

     “ Permitted Contests ” means the right of FCMC to contest or protest any Lien (other than any such Lien that secures the Secured Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (i) a reserve with respect to such obligation is established on FCMC’s books and records in such amount as is required under GAAP, (ii) any such protest is instituted promptly and prosecuted diligently by FCMC in good faith, and (iii) the Administrative Agent is satisfied in its sole, good faith discretion, that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Administrative Agent’s Liens.

     “ Permitted Liens ” means (i) any Liens held by the Administrative Agent or an affiliate of the Administrative Agent, (ii) Liens for unpaid taxes that either are not yet delinquent, or do not constitute an Event of Default hereunder and are the subject of a Permitted Contest, (iii) Liens set forth on Schedule 8 to the extent of the Indebtedness referenced therein, (iv) the interests of lessors under operating leases, (v) Liens securing

purchase money Indebtedness or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness, (vi) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, or laborers, incurred in the ordinary course of FCMC’s business and not in connection with the borrowing of money, and which Liens either (A) are for sums not yet delinquent, or (B) are the subject of Permitted Contests, (vii) Liens arising from deposits made in connection with obtaining worker’s compensation or other unemployment insurance, (viii) Liens or deposits to secure performance of bids, tenders, or leases incurred in the ordinary course of FCMC’s business and not in connection with the borrowing of money, (ix) Liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of FCMC’s business, and (x) Liens resulting from any judgment or award that is not an Event of Default hereunder.

     “ Permitted Purchase Money Indebtedness ” means secured or unsecured purchase money Indebtedness (including obligations under Capital Leases) incurred to finance the acquisition of fixed assets or equipment, if such Indebtedness (i) has a scheduled maturity and is not due on demand, (ii) does not exceed the purchase price of the items being purchased, and (iii) is not secured by any property or assets other than the item or items being purchased.

     “ 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 Notes, the Pledged Stock, the Pledged Trust Certificates, the Pledged Partnership Interests, the Pledged LLC Interests, any other Investment Property of FCMC, all certificates or other instruments representing any of the foregoing and all Security Entitlements of FCMC 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 FCMC as a member of any LLC and all right, title and interest of FCMC in, to and under any LLC Agreement to which it is a party.

     “ Pledged Notes ” means all right, title and interest of FCMC in the Instruments evidencing all Indebtedness owed to FCMC, including all Indebtedness described on Schedule 2 , issued by the obligors named therein.

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

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

     “ Pledged Trust Certificates ” means trust certificates issued by or on behalf of a statutory trust and owned or held by FCMC.

     “ Rate Management Transactions ” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between or among FCMC, 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 FCMC or Holding 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 FCMC or Holding 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 therefor, including, without limitation, the Lien and security interest granted by any Credit Document.

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

     “ 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.

     “ Trademark License ” means any agreement, whether written or oral, providing for the grant by or to FCMC of any right to use any Trademark.

     “ Trademarks ” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and, in each case, all goodwill associated therewith, whether now existing or hereafter adopted or acquired, all registrations and recordings thereof and all applications in connection therewith, in each case whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

     “ 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.

     “ Vehicles ” means all vehicles covered by a certificate of title law of any state.

      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 FCMC or in which FCMC now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “ Collateral ”:

all Accounts and all rights to payment, whether or not earned by performance, including, without limitation, for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, for services rendered or to be rendered, to a government, state, or governmental unit, or for or in connection with any federal, state or local governmental relief, bailout or other similar program or plan, whether or not arising under statute, rule or regulation; all Chattel Paper; all Deposit Accounts; any amounts or refunds received from or in connection with any taxing authority; all Documents; all Equipment; all General Intangibles (including, without limitation, all contractual rights arising under any purchase agreement or assignments relating to mortgage loans); all Instruments; all Inventory; all Investment Property; all Letter-of-Credit Rights; all Vehicles; the Commercial Tort Claims described on Schedule 7 and on any supplement thereto received by the Administrative Agent; all books and records pertaining to the other property described in this Section 2.1 ; all other goods and personal property of FCMC, whether tangible or intangible and wherever located; all property of FCMC held by any Lender, including all property of every description, in the possession or custody of or in transit to the Administrative Agent for any purpose, including safekeeping, collection or pledge, for the account of FCMC or as to which FCMC may have any right or power; and to the extent not otherwise included, all Proceeds.

      Section 2.2 Grant of Security Interest in Collateral

     FCMC, 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 of FCMC; provided , however , that the foregoing grant of security interest shall not include a security interest in any Excluded Property; provided , further , that, if and when any property shall cease

to be Excluded Property, the Administrative Agent shall have, and at all times after the date hereof deemed to have had, a security interest in such property.

      Section 2.3 Cash Collateral Accounts

     The Administrative Agent may, in its discretion, establish one or more Cash Collateral Accounts with Huntington, one or more other Deposit Account Banks and one or more Approved Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Administrative Agent (as Agent for the benefit of the Secured Creditors) (but may also have words referring to each FCMC and such account’s purpose). FCMC agrees that each such Cash Collateral Account shall be under the sole dominion and control of the Administrative Agent, as Agent for the benefit of the Secured Creditors. The Administrative Agent shall be the sole Entitlement Holder with respect to each Securities Account constituting a Cash Collateral Account and the only Persons authorized to give Entitlement Orders with respect thereto. Neither FCMC nor any other Person claiming on behalf of FCMC shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding letters of credit and the indefeasible payment in full of all Secured Obligations. During the continuance of an Event of Default, the Administrative Agent shall apply all funds on deposit in any Cash Collateral Account in accordance with the terms and conditions of the Credit Agreement and otherwise as the Administrative Agent may elect.

ARTICLE III Representations and Warranties

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

      Section 3.1 Title; No Other Liens

     Except for the Lien granted to the Administrative Agent pursuant to this Agreement and the other Permitted Liens, FCMC is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or certificated securities, is the Entitlement Holder of all such Pledged Collateral constituting Investment Property held in a Securities Account 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 or filing with the United States Copyright Office upon (i) the completion of the filings and other actions specified on Schedule 3 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), (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, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts and (v) all appropriate filings having been made with the United States Copyright Office. Such security interest shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over the Administrative Agent’s Lien by operation of law or otherwise, as permitted under this Agreement or any other Loan Documents.

      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, FCMC has not had, or operated in any jurisdiction, under any trade name, fictitious name or other name other than its legal

name, and FCMC’s jurisdiction of organization, organizational identification number, if any, and the location of FCMC’s chief executive office or sole place of business is specified on Schedule 1.

      Section 3.4 Inventory and Equipment

     FCMC’s Inventory and Equipment (other than mobile goods and Inventory or Equipment in transit) are kept at the locations listed on Schedule 4 as supplemented pursuant to the terms hereof.

      Section 3.5 Pledged Collateral

     (a)&