MASTER TRUST AGREEMENT

Exhibit 10.2

MASTER TRUST AGREEMENT

for the Franklin Credit Trusts

among

FRANKLIN CREDIT MANAGEMENT CORPORATION

as a Depositor

and

TRIBECA LENDING CORP.

as a Depositor

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Certificate Trustee

and

DEUTSCHE BANK TRUST COMPANY DELAWARE,

as Delaware Trustee

Dated as of December 15, 2008

TABLE OF CONTENTS

Schedules

EXHIBIT

MASTER TRUST AGREEMENT

FOR THE FRANKLIN CREDIT TRUSTS

          THIS MASTER TRUST AGREEMENT (the “ Master Trust Agreement ”), dated as of December 15, 2008, among, Franklin Credit Management Corporation (“ Franklin ”), a Delaware corporation, as a depositor, Tribeca Lending Corp. (“ Tribeca ”), a New York corporation, as a depositor (each of Franklin and Tribeca, a “ Depositor ” and collectively the “ Depositors ”), Deutsche Bank National Trust Company, a national banking association, as Certificate Trustee (not in its individual capacity but solely as Certificate Trustee, in such capacity, the “ Certificate Trustee ”) and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as Delaware Trustee (not in its individual capacity but solely as Delaware Trustee, in such capacity, the “ Delaware Trustee ” and, collectively with the Certificate Trustee, the “ Trustees ”).

WITNESSETH:

          Subject to the terms and conditions contained herein, it is the intention of the parties hereto that this Master Trust Agreement and the additional terms more fully described in the related Trust Certificates, shall constitute a statutory trust under the Statutory Trust Statute, that this Master Trust Agreement and each related Trust Certificate shall create one or more separate Trusts and shall constitute the governing instrument thereof.

          For each Trust, from time to time, a Depositor will transfer the related Assets to such Trust and shall cause such Transferred Assets to be conveyed to the Custodian to be held on behalf of the Trust.

          At the direction of each Depositor, Huntington (as defined below) or its designee will receive the Trust Certificates from the Certificate Trustee evidencing the entire beneficial ownership interest in each Trust, as security for those certain related guaranty agreements, each dated as of December 19, by such related Trust in favor of Huntington.

          In consideration of the mutual agreements and covenants herein contained, the Depositors and the Trustees hereby agree for the benefit of each of them, the Holders of the Trust Certificates and the Owners as follows:

ARTICLE I

DEFINITIONS

           SECTION 1.1 Capitalized Terms . For all purposes of this Master Trust Agreement, the following terms shall have the meanings set forth below:

          “ Acquisition Date ” shall mean each date on which a Depositor deposits Assets into a Trust pursuant to this Agreement. The Depositor shall provide the Certificate Trustee with two (2) Business Days prior written notice of an anticipated Acquisition Date (or such lesser notice as shall be acceptable to the Certificate Trustee).

          “ Administrators ” shall mean the Person(s) designated as such by the Depositors and acceptable to the Majority Certificateholders in their sole discretion by written notice to the Trustees, solely in each such Person’s capacity as Administrator of the Trust and not in such Person’s individual capacity, or such Administrator’s successor in interest in such capacity, or any successor appointed as herein provided.

          “ Affiliate ” shall mean, with respect to any Person, any other Person which, 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 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.

          “ Aggregate Majority Certificateholders ” shall mean, as of any date of determination, with respect to all Trusts then established and in effect, the Holders of more than an aggregate 50% Percentage Interest of all of the related Trust Certificates for each Trust established and in effect.

          “ Asset ” shall mean Record Title of a Loan (as indicated in the related Asset Transfer Notice) to be transferred to a Trust pursuant to an Asset Transfer Notice in accordance herewith.

          “ Asset Transfer Notice ” shall mean, with respect to any Assets to be transferred to a Trust, the related notice in substantially the form attached as Exhibit D .

          “ Beneficial Title ” shall mean any right, title, interest, claim or share (other than Record Title) in a Loan.

          “ Benefit Plan Investor ” shall have the meaning assigned to such term in Section 3.10(b) hereof.

          “ Business Day ” shall mean a day other than a day on which banking institutions in California, New York or Delaware are authorized or permitted to be closed.

          “ Certificate of Trust ” shall mean a Certificate of Trust in the form of Exhibit B hereto to be filed for each Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

          “ Certificate Register ” and “ Certificate Registrar ” shall mean the register mentioned and the registrar appointed pursuant to Section 3.4 hereof.

          “ Certificateholder ” or “ Holder ” shall mean a Person in whose name a Trust Certificate is registered in the Certificate Register.

          “ Closing Date ” shall mean for each Trust, the date on which the related Trust Certificates shall be executed and authenticated.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder.

          “ Corporate Trust Office ” shall mean, with respect to the Certificate Trustee, the principal corporate trust office of the Certificate Trustee, located at Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration – FM0801, telecopy number (714) 247-6478, telephone number (714) 247-6000; and with respect to Delaware Trustee, the principal trust office of Delaware Trustee located at Deutsche Bank Trust Company Delaware, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805, Attention: Corporate Trust Administration, telecopy number (302) 636-3399, telephone number: (302) 636-3392; or at such other address as the respective Trustee may designate by notice to the Owners and the Depositors, or the principal corporate trust office of any successor Trustee (the address (which, in the case of Delaware Trustee, shall be in the State of Delaware) of which the successor Trustee will notify the Owners and the Depositors).

          “ Custodial Agreement ” shall mean any agreement between a Depositor (or its subsidiary or Affiliate) and a Custodian providing for the possession of documents evidencing the related Assets on behalf of the Trust. Notwithstanding any other provision of this Master Trust Agreement, the Trustees shall have no responsibility for the selection of the Custodian nor for its performance under the applicable Custodial Agreement.

          “ Custodian ” shall mean the document custodian under the applicable Custodial Agreement.

          “ Depositor ” shall have the meaning set forth in the preamble hereto.

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

          “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

          “ Expenses ” shall have the meaning assigned to such term in Section 8.2 hereof.

          “ Forbearance Agreement ” shall mean (i) that certain First Amended and Restated Forbearance Agreement and Amendment to Credit Agreements, dated as of December 19, 2008, by and among the borrowers listed on the signature pages thereto, Franklin, Franklin Credit Asset Corporation, Franklin Credit Holding Corporation and The Huntington National Bank (“ Huntington ”), as the same may be amended, restated, supplemented or otherwise modified from time to time and (ii) that certain First Amended and Restated Tribeca Forbearance Agreement and Amendment to Credit Agreements, dated as of December 19, 2008, by and among the borrowers listed on the signature pages thereto, Tribeca Lending Corp., Franklin, Franklin Credit Holding Corporation and Huntington, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “ Indemnified Party ” shall have the meaning assigned to such term in Section 8.2 hereof.

          “ Loan ” shall mean a residential or commercial mortgage loan or a mortgage-related receivable.

          “ Loan Facility Document ” shall mean any document relating to any loan facility entered into between Huntington or any of its Affiliates on the one hand and any Depositor or any of its respective Affiliates on the other hand relating to the Forbearance Agreement.

          “ Majority Certificateholders ” shall mean, with respect to any Trust, the Holders of more than an aggregate 50% Percentage Interest of the related Trust Certificates.

          “ Master Trust Agreement ” shall mean this Master Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “ Moody’s ” shall mean Moody’s Investors Service, Inc., and any successor thereto.

          “ Non-U.S. Person ” shall mean a person other than a “U.S. Person.”

          “ Organization ” shall mean any corporation, partnership, joint venture or enterprise, limited liability corporation, unincorporated association, trust, estate, governmental entity or other entity or organization and shall include the successor (by merger or otherwise) of any entity or organization.

          “ Owner ” shall mean each Holder of a Trust Certificate.

          “ Percentage Interest ” with respect to each Trust Certificate, the percentage indicated on the face thereof.

          “ Person ” shall mean a natural person or an Organization.

          “ Prospective Owner ” shall have the meaning set forth in Section 3.10(a) hereof.

          “ Record Date ” shall mean the 15 ^th calendar day of each month, or if such 15 ^th day is not a Business Day, the immediately preceding Business Day.

          “ Record Title ” shall mean, with respect to a Loan, the instrument that is evidence of ownership shown (or to be shown) on the public record.

          “ Related Trust Documents ” shall mean, with respect to any Trust, collectively, this Master Trust Agreement, the related Trust Certificates and any related Custodial Agreement.

          “ Secretary of State ” shall mean the Secretary of State of the State of Delaware.

          “ Securities Act ” shall mean the Securities Act of 1933, as amended.

          “ Security Agreement and Guaranty ” shall mean those certain (i) security agreements and (ii) guaranties, each dated as of December 19, 2008, by and among Huntington

and each Trust created pursuant to this Master Trust Agreement, as amended, restated supplemented or otherwise modified from time to time.

          “ Servicer ” shall mean the party that services or collects an Asset.

          “ S&P ” shall mean Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

          “ Statutory Trust Statute ” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.

          “ Transfer Date ” shall mean, with respect to an Asset, the date on which it is transferred to a Trust, as specified in the related Trust Certificate.

          “ Transferred Assets ” shall mean, for each Trust, the Assets transferred to the Trust on the related Transfer Date and listed on Schedule 1 attached to each related Trust Certificate and the Depositor’s rights under the Related Trust Documents.

          “ Treasury Regulations ” shall mean regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

          “ Trust ” shall mean one or more of the Delaware statutory trusts created by this Master Trust Agreement and the related Trust Certificates.

          “ Trust Certificate ” shall mean any trust certificate evidencing a beneficial ownership interest in the related Trust, signed by the Certificate Trustee in the name and on behalf of such Trust and authenticated by the Certificate Trustee, in substantially the form annexed hereto as Exhibit A , with the blanks therein appropriately completed.

          “ Trustee ” shall mean the Certificate Trustee or the Delaware Trustee (severally and not jointly), as the context may require, and any successor trustees hereunder.

          “ Trust Estate ” shall mean, with respect to any Trust and as of any date, the Transferred Assets contributed to and held by such Trust pursuant to the applicable Asset Transfer Notice(s) as of such date.

          “ Trust Officer ” shall mean, with respect to each Trustee, any managing director, director, associate, principal, vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer, authorized signer or any other officer of such Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, and other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

          “ Trustee Fees and Expenses ” shall mean fees and expenses payable or reimbursable to each of the Trustees in their respective individual capacities, including, without

limitation, fees payable by the Trust to the custodian under any Custodial Agreement (if applicable), and fees and expenses payable pursuant to Sections 8.1 and 8.2.

          “ U.S. Person ” shall mean a citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in Treasury Regulations issued pursuant to the authority granted in Section 7701(a)(4) of the Code) or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. The term “United States” shall have the meaning set forth in Section 7701 of the Code.

           SECTION 1.2 Other Definitional Provisions .

          (a) All terms defined in this Master Trust Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

          (b) As used in this Master Trust Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Master Trust Agreement or in any such certificate or other document, and accounting terms partly defined in this Master Trust Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Master Trust Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Master Trust Agreement or in any such certificate or other document shall control.

          (c) The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Master Trust Agreement shall refer to this Master Trust Agreement as a whole and not to any particular provision of this Master Trust Agreement; Section and Exhibit references contained in this Master Trust Agreement are references to Sections and Exhibits in or to this Master Trust Agreement unless otherwise specified; and the term “including” and its variations shall be deemed to be followed by “without limitation”.

          (d) The definitions contained in this Master Trust Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

          (e) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

          (f) The words “Trustees” shall be deemed to include the words “and/or either of them” unless the context otherwise requires.

ARTICLE II

ORGANIZATION

           SECTION 2.1 Trust Business . Each Trust created hereunder in which Franklin is the Depositor shall be known as “[FRANKLIN CREDIT TRUST SERIES] [ROMAN NUMERIC IDENTIFIER]”. Each Trust created hereunder in which Tribeca is the Depositor shall be known as “[TRIBECA LENDING TRUST SERIES] [ROMAN NUMERIC IDENTIFIER]”. The Trustees (severally and not jointly) each shall have power and authority, and each is hereby authorized and empowered to, on behalf of each Trust, conduct the business of the Trust, make and execute contracts and other instruments, and sue and be sued, in each case, as provided in this Master Trust Agreement. The Administrators shall have only those ministerial duties set forth herein with respect to accomplishing the purposes of the Trust and are not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The Trustees shall have the right, but shall not be obligated, to perform those duties assigned to the Administrators.

           SECTION 2.2 Office . The office of each Trust shall be in care of Delaware Trustee at its Corporate Trust Office or at such other address in Delaware as Delaware Trustee may designate by written notice to the Owners and the Depositors.

           SECTION 2.3 Purposes and Powers . The purpose of each Trust is and each Trust shall have power and authority, and is hereby authorized and empowered, without the need for further action on the part of such Trust,

          (a) in the name and on behalf of the Trust, to do or cause to be done all acts and things as may be necessary, appropriate, or convenient to cause the Trust, from time to time, to engage in the following activities:

               1. [reserved];

               2. to receive and hold the Trust Estate and any proceeds thereof (if any and to the extent received) and to hold and deliver to the Owners or their designees any portion (or all) of the Trust Estate and any proceeds thereof (if any and to the extent received) pursuant to and in accordance with the terms of this Master Trust Agreement;

               3. to engage in such other activities as may be required in connection with conservation of the Trust Estate;

               4. to issue the Trust Certificates in exchange for the related Assets pursuant to this Master Trust Agreement;

               5. to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Security Agreement and Guaranty and to hold and deliver to the Owners pursuant to the terms of this Master Trust Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Security Agreement and Guaranty;

               6. to enter into, execute, deliver and perform the Trust’s obligations under the Related Trust Documents and Security Agreement and Guaranty to which it is a party; and

               7. to engage in those activities, including entering into, executing, delivering, and performing its obligations under the Related Trust Documents, the Security Agreement and Guaranty and such other agreements, documents and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

          (b) in the name and on behalf of each Trust to do or cause to be done any act or thing contemplated by this Section 2.3(b), to do or cause to be done all acts and things determined by the Administrators to be necessary, appropriate, or convenient in exercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this Master Trust Agreement, and to perform all acts in furtherance thereof, including the following:

               1. to sell or dispose of the related Trust Estate in whole or in part at the written direction of the related Majority Certificateholders; and

               2. to engage, solely at the written direction of the Majority Certificateholders, in those activities, including entering into, executing, delivering, and performing its obligations under, agreements, documents and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.

          (c) each Trust is hereby authorized to engage in the activities specified in Section 2.3(a) and Section 2.3(b) hereof. No Trust shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Master Trust Agreement or the other Related Trust Documents. The Administrators shall have the power and authority to direct the Trustees to perform any act authorized in this Section 2.3. The Trustees shall have no obligation to monitor any activities of the Depositors.

           SECTION 2.4 Appointment of Trustees; Authority . Each Depositor hereby appoints the Trustees as trustees of each Trust effective as of the related Closing Date for each Trust, to have all the rights, powers, authority, authorization and duties set forth herein.

           SECTION 2.5 Transfer of Transferred Assets to Trust Estate . A Depositor may, from time to time, following the initial Acquisition Date for such Trust, deposit, cause to be deposited or otherwise convey Assets to the Trust pursuant to an Asset Transfer Notice. Prior to the initial Acquisition Date for each Trust, a Depositor shall instruct (a) the Delaware Trustee to prepare each Certificate of Trust and (b) the Trustees in writing to (i) execute each Certificate of Trust, (ii) file such Certificate of Trust for such Trust and (iii) provide the related Depositor with a filed stamped copy of such Certificate of Trust along with a good standing certificate issued by the Delaware Secretary of State’s Office. On each Acquisition Date, the Depositor hereby grants, transfers, conveys and assigns to the Trust (i) the Assets set forth on the related Asset Transfer Notice free and clear of all liens other than liens in favor of

Huntington in existence on such Acquisition Date and (ii) all of its rights under the related Custodial Agreement with respect to the Assets. At least two (2) Business Days prior to each such Acquisition Date (or such shorter period of time as shall be acceptable to the Certificate Trustee), the related Depositor shall deliver an Asset Transfer Notice to the Certificate Trustee (with a copy to the Holders) identifying such Assets to be transferred to the Trust, and such other information as may be required for the proper administration of the Trust by the Certificate Trustee. The Certificate Trustee may conclusively rely on the related Asset Transfer Notice and shall have no duty to verify or independently determine the accuracy of the information received by it with respect to the Transferred Assets and their proceeds. The Certificate Trustee shall maintain a record of the Assets in accordance with its usual and customary procedures. Such transfer of Transferred Assets will be effected by delivery by or on behalf of the related Depositor of the documents evidencing the Transferred Assets to the Custodian on behalf of the Trust. The related Depositor shall pay reasonable organizational expenses of the Trust as they may arise or shall, upon the request of a Trustee, promptly reimburse such Trustee in its individual capacity for any such expenses paid by such Trustee in its individual capacity.

           SECTION 2.6 Release of Transferred Assets from Trust Estate . With respect to any Trust, 100% of the Holders of such Trust may, at any time, request the release of certain (or all) Transferred Assets from such Trust to each of the related Owners’ designee as identified in a writing substantially in the form of Exhibit E hereto (the “ Release Notice ”), by providing the Certificate Trustee and the Custodian with such Release Notice. Upon receipt of such Release Notice, the Custodian on behalf of the Certificate Trustee shall release the requested Transferred Assets from the Trust as set forth in the related Release Notice.

           SECTION 2.7 Declaration of Trust . The Certificate Trustee hereby declares that it will hold the Trust Estate for each Trust in trust upon and subject to the conditions set forth herein for the use and benefit of the related Owners; provided , however , that it is understood and agreed that the Custodian shall take physical possession of the Assets for each Trust on behalf of the Certificate Trustee for the benefit of the related Owners. It is the intention of the parties hereto that each Trust constitute a statutory trust under the Statutory Trust Statute and that an executed counterpart of this Master Trust Agreement, together with executed Trust Certificates, shall constitute the governing instrument of such statutory trust. Effective as of the date hereof, each Trustee shall have all rights, powers and authority set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of each Trust.

           SECTION 2.8 Title to Trust Property .

          (a) Title to the Trust Estate with respect to a Trust shall be vested at all times in such Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of such Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Certificate Trustee and/or a separate trustee, as the case may be.

          (b) The Owners of any Trust, in their capacity as such, shall not have title to any part of any Trust Estate. No transfer by operation of law or otherwise of any interest of the Owners shall operate to terminate this Master Trust Agreement or the Trusts hereunder or entitle any transferee to an accounting or to the transfer to it of any part of any Trust Estate.

          (c) Each of the Depositor and the Administrators shall take all commercially reasonable steps to ensure that legal title to the Trust Estate shall not be vested in the name of a Trustee unless such recordation is required by applicable law and/or the related county recorder or otherwise agreed to by the related Trustee.

           SECTION 2.9 Situs of Trust . Each Trust will be located in the State of Delaware. No Trust shall have any employees; provided , however , that nothing herein shall restrict or prohibit the Trustees from having employees within or without the State of Delaware. Payments will be received by each Trust only in Delaware or New York. The principal office of each Trust will be at Delaware Trustee’s Corporate Trust Office in Delaware. Each Trust will also have an office at the Corporate Trust Office of the Certificate Trustee.

           SECTION 2.10 Representations and Warranties of the Depositors .

Each Depositor hereby represents and warrants to the Trustees and the Owners that:

          (a) The Depositor has the power and authority to execute and deliver this Master Trust Agreement and each other Related Trust Document to which it is a party and to carry out its respective terms; each Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and such Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Master Trust Agreement and each other Related Trust Document to which it is a party have been duly authorized by such Depositor by all necessary action of a corporation.

          (b) No Asset in any Trust is (a)(1) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“ HOEPA ”) or (2) has an annual percentage rate (“ APR ”) or total points and fees that are equal to or exceeds the HOEPA thresholds (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or any other comparable term, no matter how defined under any federal, state or local law, (c) subject to any comparable federal, state or local statutes or regulations, or any other statute or regulation providing for assignee liability to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS ^® Glossary Revised, Appendix E).

          (c) The Assets that the Depositor will grant, transfer, convey and assign to the Trust are free and clear of all liens other than liens in favor of Huntington in existence on the related Acquisition Date.

           SECTION 2.11 The Delaware Trustee . For each Trust,

          (a) Deutsche Bank Trust Company Delaware (the “ Delaware Trustee ”) is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Statutory Trust Statute that the Trust have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Certificate Trustee.

          (b) Notwithstanding any other provision of this Master Trust Agreement or any other Related Trust Documents, the duties of the Delaware Trustee shall be limited to (i) executing the Certificate of Trust (and filing the Certificate of Trust requested pursuant to Section 2.5) and any other document or instrument requiring the Delaware Trustee’s signature as required under this Master Trust Agreement, (ii) accepting legal process served on the Trust in the State of Delaware and (iii) executing certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Statute. The Delaware Trustee shall have no liability for the acts or omissions of the Certificate Trustee. The Delaware Trustee shall be entitled to all of the same rights, protections indemnities and immunities under this Master Trust Agreement and with respect to the Trust as the Certificate Trustee. No amendment or waiver of any provision of this Master Trust Agreement which adversely affects the Delaware Trustee shall be effective against it without its prior written consent.

           SECTION 2.12 Creation of Trusts . A Depositor shall provide written direction to the Trustees in accordance with Section 2.5 for the creation of a Trust (which direction shall include the name of such Trust to be formed and that such Trust shall be governed by the Master Trust Agreement). The Trustees may rely conclusively on any direction, consent, notice or other writing furnished to it by any of the respective Depositors that is not inconsistent with the terms of this Master Trust Agreement. Each of the Depositors agree to not provide any direction, consent, notice or other writing which is inconsistent with the terms and provisions of this Master Trust Agreement. In addition, any such written instructions provided to the Trustees by a Depositor in accordance with this Agreement shall be deemed to be provided by the appropriate Depositor.

           SECTION 2.13 Liability of Owners . The Owners shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

           SECTION 3.1 Initial Ownership . Upon the formation of a Trust and until the issuance of the related Trust Certificates, the related Depositor shall be the beneficial owner of such Trust. The Owners of each Trust shall have recourse only to the Transferred Assets for such Trust. Separate and distinct records shall be maintained by each Trust and the assets of each Trust shall be accounted for in such separate and distinct records by the Trust separately from the assets of any other Trust created hereunder.

           SECTION 3.2 The Trust Certificates . The Trust Certificates shall not be issued with a principal amount. The Trust Certificates shall be executed on behalf of each Trust by manual or facsimile signature of a Trust Officer of the Certificate Trustee. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the related Trust, shall be valid and binding obligations of such Trust, notwithstanding that such individuals or any of them shall

have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates.

          A transferee of a Trust Certificate shall become an Owner, and shall be entitled to the rights and subject to the obligations of an Owner hereunder, and shall be bound by this Master Trust Agreement and such Trust Certificate upon such transferee’s acceptance of such Trust Certificate duly registered in such transferee’s name pursuant to Section 3.4 hereof.

           SECTION 3.3 Execution, Authentication and Delivery of Trust Certificates . On the Closing Date for each Trust, the Trust shall issue Trust Certificates representing in the aggregate 100% of the Percentage Interests of such Trust which shall be executed by the Certificate Trustee on behalf of the Trust, authenticated by the Certificate Trustee in accordance with this Master Trust Agreement, and delivered to or upon the written order of the related Depositor, in authorized denominations of five percent (5%) or greater of the Percentage Interests of the related Trust. No Trust Certificate shall entitle its Holder to any benefit under this Master Trust Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Certificate Trustee by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly and validly authorized, issued, authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication and shall be issued in definitive, fully registered form.

           SECTION 3.4 Registration of Transfer and Exchange of Trust Certificates . The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 hereof, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. No transfer of any Trust Certificate shall be valid, and no transfer of any Trust Certificate shall be recognized by the Certificate Registrar, unless and until such Trust Certificate has been surrendered to the office designated by the Certificate Registrar, and (i) a new Trust Certificate has been issued to the transferee or (ii) such transfer has been recorded in the Certificate Register. The Certificate Trustee is hereby appointed the initial Certificate Registrar, and the Certificate Trustee hereby accepts such appointment.

          Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8 hereof, the Certificate Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates with the same aggregate Percentage Interest, dated the date of authentication by the Certificate Trustee or any authenticating agent.

          Every Trust Certificate presented or surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. In addition, each Trust Certificate presented or surrendered for registration of transfer must be accompanied by (i) a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (ii) a letter as required by Section 3.10(b) hereof. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and

disposed of by the Certificate Registrar in accordance with its customary practice. Notwithstanding anything contained herein or elsewhere to the contrary: each of the Certificate Trustee, the Delaware Trustee and the Certificate Registrar shall not be personally responsible, or have any personal liability, for ascertaining whether any transfer complies with securities or “blue sky” laws, ERISA, or the Investment Company Act; and in determining whether the conditions set forth in this Article III have been satisfied with respect to a transfer of a Trust Certificate, each of the Certificate Trustee, the Delaware Trustee and the Certificate Registrar shall be entitled to conclusively rely on the certifications contained in the letters referenced in clauses (i) and (ii) of this paragraph, and shall have no personal obligation to investigate the truth and correctness thereof.

          A Holder may pledge all of its interest in a Trust Certificate without the consent of the Depositors or the Trustees or delivery of the items specified in clauses (i) and (ii) of the immediately preceding paragraph; provided, however, that such Holder shall deliver the items specified in clauses (i) and (ii) of the immediately preceding paragraph if the related pledgee forecloses on such Trust Certificate.

          No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Certificate Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates.

          The Certificate Registrar shall not make any transfer or re-registration of the Trust Certificates if, after such transfer or re-registration, there would be more than five Certificateholders with respect to each Trust.

           SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Trust Certificates . If (a) any mutilated Trust Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and (b) there shall be delivered to the Certificate Registrar and the Trustees (in their respective individual capacities) such security or indemnity as may be required by them to defend and save each of them harmless, then in the absence of notice that such Trust Certificate shall have been acquired by a protected purchaser, the Certificate Trustee on behalf of the Trust shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust Certificate under this Section, the Certificate Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

           SECTION 3.6 Persons Deemed Owners . Prior to due presentation of a Trust Certificate for registration of transfer or exchange, each of the Trustees and the Certificate Registrar may treat the Person in whose name any Trust Certificate shall be registered in the Certificate Register as the owner of such Trust Certificate for all purposes whatsoever contained

hereunder, and none of the Trustees or the Certificate Registrar shall be bound by any notice to the contrary.

           SECTION 3.7 Access to List of Owners’ Names and Addresses . With respect to each Trust, the Certificate Registrar shall furnish or cause to be furnished to the related Majority Certificateholders, within five (5) Business Days after receipt by Certificate Registrar of a request therefor from the related Majority Certificateholders in writing, a list, in such form as the related Majority Certificateholders may reasonably require, of the names and addresses of the Holders as of the most recent Record Date of such Trust. If a Certificateholder applies in writing to the Certificate Registrar, and such application states the applicant’s desire to communicate with other Certificateholders of such Trust with respect to their rights under this Master Trust Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicant proposes to transmit, then the Certificate Registrar shall, within five (5) Business Days after the receipt of such application, afford such applicant access during normal business hours to the current list of Certificateholders. Each Holder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any Depositor, the Certificate Registrar or either Trustee personally accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

           SECTION 3.8 Maintenance of Office or Agency . The Certificate Trustee shall maintain an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Trustee in respect of the Trust Certificates and the Related Trust Documents may be served. The Certificate Trustee initially designates Deutsche Bank National Trust Company c/o DB Services Tennessee, located at 648 Grassmere Park Road, Nashville, Tennessee 37211-3658 as its principal corporate trust office for such purposes. The Certificate Trustee shall give prompt written notice to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.

           SECTION 3.9 [Reserved]

           SECTION 3.10 Restrictions on Transfer of Trust Certificates .

          (a) Each prospective purchaser and any subsequent transferee of a Trust Certificate other than a Depositor or Huntington (or their respective subsidiary or Affiliate as identified to the Certificate Trustee in writing) (each, a “ Prospective Owner ”), shall deliver to the Certificate Registrar a transferee letter substantially in the form of Exhibit C hereto, in which it shall, among other things, represent and warrant, in writing, to the Trustees and the Certificate Registrar and any of their respective successors that:

               1. Such Person is (A) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and is aware that the seller of the Trust Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Trust Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) an institutional “accredited investor” within the meaning of subparagraph (a)(1),

(2), (3) or (7) of Rule 501 under the Securities Act (an “ Institutional Accredited Investor ”) that is acquiring such Trust Certificates for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Securities Act.

               2. Such Person understands that the Trust Certificates have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with any applicable securities laws of any state of the United States.

               3. Such Person understands that the Trust Certificates bear a legend to the following effect:

“THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR ANY STATE SECURITIES LAWS. THIS TRUST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS TRUST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS. TRANSFERS OF THE INTEREST IN THE TRUST REPRESENTED BY THIS TRUST CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN SECTION 3.4 OF THE MASTER TRUST AGREEMENT. ANY TRANSFER NOT IN COMPLIANCE WITH SUCH RESTRICTIONS SHALL BE VOID AB INITIO.”

               4. Such Person shall comply with the provisions of Section 3.10(b) hereof, as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Trust Certificate.

          (b) Each Prospective Owner, other than a Depositor or Huntington (or their respective subsidiary or Affiliate as identified to the Certificate Trustee in writing), shall represent and warrant, in writing, to the Trustees and the Certificate Registrar and any of their respective successors that the Prospective Owner is not (A) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, or (B) a “plan” within the meaning of Section 4975(e)(1) of the Code or (C) an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan’s investment in the

entity (each, a “ Benefit Plan Investor ”) and is not directly or indirectly purchasing such Trust Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor.

          (c) The Trust Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (each, a “ Benefit Plan ”). By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.

ARTICLE IV

ACTIONS BY TRUSTEES

           SECTION 4.1 Prior Notice to Majority Certificateholders with Respect to Certain Matters; Covenants .

          (a) With respect to each Trust and with respect to the following matters, the Trust shall not take any action, and the related Majority Certificateholders shall not direct the Trustees to take any action, unless at least ten (10) calendar days before the taking of such action, the Trustees shall have notified the related Certificateholders in writing of the proposed action and, prior to the 10 ^th day after such notice is given, the related Majority Certificateholders shall not have notified the Trustees in writing that such Majority Certificateholders have withheld consent or such Majority Certificateholders have provided alternative direction:

          (b) Each Trust agrees to abide by the following restrictions, except as otherwise contemplated by the Security Agreement and Guaranty:

          (c) Each Trust shall, except as otherwise contemplated by (i) the Related Trust Documents and related documentation and (ii) the Security Agreement and Guaranty: