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INVESTMENT PROPERTY SECURITY AGREEMENT

Security Agreement

INVESTMENT PROPERTY SECURITY AGREEMENT | Document Parties: HUNTINGTON NATIONAL BANK | FRANKLIN CREDIT MANAGEMENT CORPORATION, You are currently viewing:
This Security Agreement involves

HUNTINGTON NATIONAL BANK | FRANKLIN CREDIT MANAGEMENT CORPORATION,

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Title: INVESTMENT PROPERTY SECURITY AGREEMENT
Governing Law: Delaware     Date: 4/6/2009
Industry: Misc. Financial Services     Sector: Financial

INVESTMENT PROPERTY SECURITY AGREEMENT, Parties: huntington national bank , franklin credit management corporation
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Exhibit 10.11

INVESTMENT PROPERTY SECURITY AGREEMENT

     This Investment Property Security Agreement (this “ Agreement ”), is entered into as of the 31 st day of March, 2009. FRANKLIN CREDIT MANAGEMENT CORPORATION, a corporation organized under the laws of the State of Delaware (hereinafter called “ Pledgor ”), for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to (a) THE HUNTINGTON NATIONAL BANK, acting as contractual representative pursuant to the Credit Agreement (Licensing) (as defined below) (“ Huntington ,” and acting as such contractual representative and any successor or successors to Huntington acting in such capacity, being referred to as “ Administrative Agent ”) and (b) THE HUNTINGTON NATIONAL BANK, acting as contractual representative pursuant to the Credit Agreement (Legacy) (as defined below) (“ Huntington ,” and acting as such contractual representative and any successor or successors to Huntington acting in such capacity, being referred to as “ Administrative Agent ”), for the benefit of the Lenders (as defined below), a security interest in the following account (the “ Account ”), whether Pledgor’s interest therein be now owned or existing or hereafter arising or acquired, together with all substitutions, replacements, exchanges, reissues and additions therefor or thereto:

 

 

 

Account Number

 

Name and Address

and Title

 

of “Intermediary”

Acct. No: 01892543486

 

Name: The Huntington National Bank

Name: FMCC Money Market Account

 

Address: 41 South High St.

 

 

               Columbus, Ohio 43214

 

 

Attention: Melanie Arthur

as it exists on the date hereof and as it may be constituted in the future, and in

 

 

any free credit balance or other money, now or hereafter credited to, or owing from Intermediary to Pledgor in respect of, the Account;

 

 

 

any money, securities (certificated or uncertificated), commodities contracts, instruments, documents, general intangibles, financial assets or other investment property arising in connection with, constituting a portion of, or distributed from the Account, now or in the future;

 

 

 

all books and records relating thereto;

 

 

 

all proceeds, cash or non-cash, of the sale, exchange, redemption or exercise of any of the foregoing thereof, including, but not limited to, any dividend, interest payment or other distribution of cash or property in respect thereof; and

 

 

 

any rights incidental to the ownership of any of the foregoing, such as voting, conversion and registration rights and rights of recovery for violations of applicable securities laws

(all of the foregoing may be referred to herein as the “ Collateral ”) on the following terms and subject to the following conditions:

Article 1. Other Credit Documents.

 


 

      Section 1.1. Credit Agreement. This Agreement is executed pursuant to, and subject to the terms and conditions of, each Credit Agreement. “ Credit Agreement ” means each of those certain (a) Amended and Restated Credit Agreement (Licensing), dated as of March 31, 2009 (the “ Credit Agreement (Licensing) ”), by and among Pledgor and Franklin Credit Holding Corporation (“ Holding ”) as borrowers, the Administrative Agent, and the financial institutions party thereto as Lenders (Huntington, in its individual capacity and as Issuing Bank, and such other financial institutions being hereafter referred to collectively as “ Licensing Lenders ” and individually as a “ Licensing Lender ”) together with all amendments, modifications, supplements and restatements thereto from time to time and (b) Amended and Restated Credit Agreement, dated as of March 31, 2009 (the “ Credit Agreement (Legacy) ”), by and among Franklin Credit Asset Corporation, Tribeca Lending Corporation, the other borrowers party thereto (the “ Legacy Borrowers ”), the 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 “ Legacy Lenders ” and individually as a “ Legacy Lender ”). “ Lenders ” means the Licensing Lenders and the Legacy Lenders. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (Licensing), unless otherwise designated.

Article 2. Security Interest.

      Section 2.1. Control Agreement and Capitalized Terms. Simultaneously with the execution and delivery of this Agreement, Pledgor, Administrative Agent and Intermediary have executed and delivered that certain Account Control Agreement dated of even date herewith (the “ Control Agreement ”) for the purpose of providing Administrative Agent with control of the Account and perfecting the security interest and Lien granted by Pledgor to Administrative Agent herein.

      Section 2.2. Secured Obligations. The pledge, security interest, and collateral assignment hereby granted is to secure the prompt and full payment and complete performance of all Obligations to the Administrative Agent or any Lender (i) of Pledgor and Holding arising under or in connection with the Credit Agreement (Licensing), the promissory notes and all other Loan Documents (as defined in the Credit Agreement (Licensing)) executed in connection with the Credit Agreement (Licensing) and (ii) of Pledgor and the Legacy Borrowers arising under or in connection with the Credit Agreement (Legacy), the promissory notes and all other Loan Documents (as defined in the Credit Agreement (Legacy)) executed in connection with the Credit Agreement (Legacy). “ Obligations ” means, as to any Person, 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 Pledgor’s account pursuant hereto), obligations (including indemnification obligations), fees (including any fees provided for in any Credit 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 such Person to the Administrative Agent or any Lender 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 such Person is required to pay or reimburse, all of the foregoing arising in connection with any Credit Agreement, by law, or otherwise. The absence of any reference to this Agreement in any documents, instruments or agreements evidencing or relating to any Obligation secured hereby shall not limit or be construed to limit the scope or applicability of this Agreement.

      Section 2.3. Blocked Account. Pledgor acknowledges and agrees that the Account is designated as a “blocked account” under the Control Agreement, and thus the Intermediary may not act upon any direction or instruction of Pledgor with respect to any portion of the Collateral at any time.

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      Section 2.4. Duty of Administrative Agent. If Administrative Agent takes possession of any of the Collateral, the duty of Administrative Agent with respect to the Collateral shall be solely to use reasonable care in the physical custody thereof, and Administrative Agent shall not be under any obligation to take any action with respect to any of the Collateral or to preserve rights against prior parties. The powers conferred on Administrative Agent hereunder are solely to protect its interest in the Collateral and do not impose any duty upon it to exercise any such powers. Pledgor is not looking to Administrative Agent to provide it with investment advice. Administrative Agent shall have no duty to ascertain or take any action with respect to calls, conversions, exchanges, maturities, tenders or other matters concerning any Collateral, whether or not Administrative Agent has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve any rights pertaining to any Collateral. Administrative Agent shall have no duty to exercise reasonable care to preserve the value of any of the Collateral.

      Section 2.5. Subsequent Changes Affecting Collateral. Pledgor acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Collateral and Pledgor agrees that Administrative Agent has no responsibility to inform Pledgor of such matters or to take any action with respect thereto even if any of the Collateral has been registered in the name of Administrative Agent or its agent or nominee.

      Section 2.6. Return of Collateral. Except as otherwise provided herein or as in any Loan Documents (as defined in the Credit Agreements), the security interest granted to Administrative Agent hereunder shall not terminate and Administrative Agent shall not be required to return the Collateral to Pledgor or to terminate its security interest therein unless and until (a) the Obligations have been fully paid or performed, (b) all of Pledgor’s obligations hereunder have been fully and indefeasibly paid or performed, (c) the obligations of all parties to the Loan Documents (as defined in the Credit Agreements) have been discharged or released, and (d) Pledgor has reimbursed Administrative Agent for any expenses of returning the Collateral and filing any termination statements and other instruments as are required to be filed in public offices under applicable laws.

      Section 2.7. Tax Reporting. All items of income, gain, expense and loss recognized in the Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of Pledgor.

      Section 2.8. Financing Statements. Pledgor hereby authorizes Administrative Agent to file financing statements describing the Collateral, and any necessary future amendments thereto, in any and all public offices in which Administrative Agent deems such filing to be necessary or desirable.

Article 3. Representations and Warranties. Pledgor hereby represents and warrants to Administrative Agent and Lenders as follows:

      Section 3.1. Enforceability. This Agreement and the Control Agreement have been duly executed and delivered by Pledgor, constitute its valid and legally binding obligations and are enforceable in accordance with their respective terms against Pledgor.

      Section 3.2. No Conflict. The execution, delivery and performance of this Agreement and the Control Agreement, the grant of the security interest in the Collateral hereunder and the consummation of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time, (a) violate any material law applicable to Pledgor, (b) violate any judgment, writ, injunction or order of

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any court or governmental body or official applicable to Pledgor, (c) violate or result in the breach of any material agreement to which Pledgor is a party or by which any of its properties, including the Collateral, is bound; (d) conflict with, or result in any breach of any of the provisions of, or constitute a default under, or result in the creation or imposition of, any lien upon any of the property of Pledgor pursuant to, the provisions of the Certificate of Incorporation or bylaws of Pledgor; nor (e) violate any restriction on the transfer of any of the Collateral.

      Section 3.3. No Consents. No consent, approval, license, permit or other authorization of any third party (other than Intermediary) or any governmental body or officer is required for the valid and lawful execution and delivery of this Agreement and the Control Agreement, the creation and perfection of Administrative Agent’s security interest in the Collateral, or the valid and lawful exercise by Administrative Agent of remedies available to it under this Agreement, the Control Agreement or applicable law, or of the voting and other rights granted to it in this Agreement or the Control Agreement, except as may be required for the offer or sale of those items of Collateral which are securities under applicable securities laws.

      Section 3.4. Account. The securities entitlements credited to the Account are valid and genuine and Pledgor has provided Administrative Agent with a complete and accurate statement of the financial assets and the money credited to the Account as of the date hereof.

      Section 3.5. Security Interest. Pledgor is the sole owner of the Collateral free and clear of all liens, encumbrances, and adverse claims (other than those created by this Agreement), has the unrestricted right to grant the security interest provided for herein to Administrative Agent and has granted to Administrative Agent a valid and perfected first priority security interest in the Collateral free of all liens, encumbrances, transfer restrictions, and adverse claims.

      Section 3.6. Information. None of the information, documents, or financial statements which have been supplied by Pledgor or its officers, agents or representatives to Administrative Agent or any of its representatives in connection with the transactions contemplated by this Agreement or the Loan Documents contains any untrue statement of material fact or omits to state any material fact required to be stated hereby or thereby to make such statements not misleading.

Article 4. Covenants. Pledgor hereby covenants and agrees with Administrative Agent that Pledgor shall:

      Section 4.1. Defend Title. Defend its title to the Collateral and the security interest of Administrative Agent therein against the claims of any person claiming rights in the Collateral against or through Pl


 
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