FRANKLIN RECEIVABLES LLC
EXHIBIT 10.3
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<TYPE>EX-10
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EXHIBIT 10.3
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                           FRANKLIN AUTO TRUST 2001-1


                 $87,000,000 5.386% CLASS A-1 ASSET BACKED NOTES

                 $52,081,000 5.857% CLASS A-2 ASSET BACKED NOTES



                            Franklin Receivables LLC
                                    (SELLER)

                             UNDERWRITING AGREEMENT


                                                                January 19, 2001

Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004

Ladies and Gentlemen:

          1. Introductory. FCC Receivables Corp. and Franklin Receivables LLC
(together, the "Registrants") have previously filed a registration statement
with the Securities and Exchange Commission relating to the issuance and sale
from time to time of up to $500,000,000 of asset backed notes and/or asset
backed certificates. Franklin Receivables LLC (the "Seller") proposes to cause
FRANKLIN AUTO TRUST 2001-1 (the "Trust") to issue and sell to Goldman, Sachs &
Co. (the "Underwriter") $87,000,000 principal amount of its 5.386% Class A-1
Asset Backed Notes (the "Class A-1 Notes") and $52,081,000 principal amount of
its 5.857% Class A-2 Asset Backed Notes (the "Class A-2 Notes" and together with
the Class A-1 Notes, the "Notes"). The Trust will also issue Certificates (the
"Certificates" and together with the Notes, the "Securities") which will be
retained by the Seller. The assets of the Trust will include, among other
things, a pool of prime, non-prime and sub-prime motor vehicle retail
installment sale contracts (the "Receivables") secured by new and used
automobiles and light trucks financed thereby (the "Financed Vehicles"), and
certain monies received thereunder on or after January 1, 2001 (the "Cutoff
Date"), and the other property and the proceeds thereof to be conveyed to the
Trust pursuant to the Sale and Servicing Agreement to be dated as of January 1,
2001 (the "Sale and Servicing Agreement") among Franklin Auto Trust 2001-1 (the
"Trust"), the Seller, Franklin Capital Corporation ("Franklin Capital"), as
servicer (the "Servicer") and Franklin Resources, Inc. ("Franklin Resources").
Pursuant to the Sale and Servicing Agreement, the Seller will sell the
Receivables to the Trust and the Servicer will service the Receivables on behalf
of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the
Servicer will agree to perform certain administrative tasks on behalf of the
Trust imposed on the Trust under the Indenture. The Notes will be issued
pursuant to the Indenture to be dated as of January 1, 2001 (as amended and
supplemented from time to time, the "Indenture"), between the Trust and The
Chase Manhattan Bank (the "Trustee"). The Seller will form the Trust pursuant to
a Trust Agreement (the "Trust





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Agreement") to be dated as of January 1, 2001 between the Seller and Bankers
Trust (Delaware), as owner trustee (the "Owner Trustee"). The Certificates, each
representing a fractional undivided interest in the Trust, will be issued
pursuant to the Trust Agreement.

          The Receivables were originated or acquired by Franklin Capital.
Franklin Capital will sell the Receivables owned by it to the Seller pursuant to
the terms of the Purchase Agreement (the "Loan Purchase Agreement") dated as of
January 1, 2001 between the Seller and Franklin Capital.

          Capitalized terms used and not otherwise defined herein shall have the
meanings given them in the preliminary prospectus or, if not defined therein, as
defined in the Sale and Servicing Agreement. As used herein, the term "Basic
Documents" refers to the Sale and Servicing Agreement, Indenture, Trust
Agreement, Spread Account Agreement, Loan Purchase Agreement, the letter
agreement in the form of Exhibit A hereto (the "Letter Agreement"), Insurance
and Indemnity Agreement, Indemnification Agreement and Note Depository
Agreement.

          2. Representations and Warranties of the Registrants and Franklin
Capital. Each of the Seller and Franklin Capital jointly and severally and
Franklin Receivables LLC with respect to the representations and warranties
appearing in clauses (a), (b), (d), (e) and (f) represents and warrants to and
agrees with the Underwriter that:

          (a) A registration statement on Form S-3 (No. 333-56869), including a
prospectus, relating to the Notes has been filed with the Securities and
Exchange Commission (the "Commission") and has become effective. Such
registration statement, as amended as of the date of the Agreement, together
with any filings incorporated by reference into it, is hereinafter referred to
as the "Registration Statement," and the prospectus included in such
Registration Statement, as supplemented to reflect the terms of the Notes as
first filed with the Commission after the date of this Agreement pursuant to and
in accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act of 1933,
as amended (the "Act"), including all material incorporated by reference
therein, is hereinafter referred to as the "Prospectus;" a "preliminary
prospectus" means any form of prospectus, including any prospectus supplement,
relating to the Notes used prior to date of this Agreement that is subject to
completion; the "Base Prospectus" means the base prospectus dated January 12,
2001 included in the Prospectus; the "Prospectus Supplement" means the
prospectus supplement dated the date hereof included in the Prospectus .

          (b) On the effective date of the registration statement relating to
the Notes, such registration statement conformed in all respects to the
requirements of the Act and the rules and regulations of the Commission
promulgated under the Act (the "Rules and Regulations") and did not include any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
and on the date of this Agreement the Registration Statement and the preliminary
prospectus conform, and at the time of the filing of the Prospectus in
accordance with Rule 424(b), the Registration Statement and the Prospectus will
conform in all respects to the requirements of the Act and the Rules and
Regulations, and neither of such documents includes or will include any untrue
statement of a


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material fact or omits or will omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading. The
preceding sentence does not apply to statements in or omissions from such
documents based upon (i) written information furnished to the Seller by the
Underwriter specifically for use therein, it being understood that the only such
information consists of the Underwriter's Information (as defined in Section
7(f)) or (ii) the information set forth in the Prospectus under the caption "The
Insurer."

          (c) The Notes are "asset backed securities" within the meaning of, and
satisfy the requirements for use of, Form S-3 under the Act.

          (d) The documents incorporated by reference in the Registration
Statement and Prospectus, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations of the Commission thereunder.

          (e) Each of the Registrants, Franklin Capital and Franklin Resources
is a corporation or limited liability company, as applicable, duly organized,
validly existing and in good standing under the laws of its respective state of
incorporation or formation, as applicable, is duly qualified to transact
business as a foreign corporation or limited liability company, as applicable,
in each jurisdiction in which it is required to be so qualified and has all
necessary licenses, permits and consents to conduct its business as presently
conducted and as described in the Prospectus and to perform its obligations
under the Basic Documents.

          (f) This Agreement and each of the Basic Documents to which it is a
party has been duly authorized, executed and delivered by the Registrants,
Franklin Capital and Franklin Resources, constitutes a valid and binding
agreement of each of the Registrants, Franklin Capital and Franklin Resources,
enforceable against the Registrants, Franklin Capital and Franklin Resources in
accordance with its terms, subject as to the enforcement of remedies (x) to
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws affecting creditors' rights generally, (y) to general principles of equity
(regardless of and whether the enforcement of such remedies is considered in a
proceeding in equity or at law) and (z) with respect to rights of indemnity
under this Agreement, the Letter Agreement and the Indemnification Agreement, to
limitations of public policy under applicable securities laws.

          (g) None of the Seller, Franklin Capital or Franklin Resources is in
breach or violation of any credit or security agreement or other agreement or
instrument to which it is a party or by which it or its properties may be bound,
or in violation of any applicable law, statute, regulation or ordinance or any
governmental body having jurisdiction over it, which breach or violation would
have a material and adverse effect on its ability to perform its obligations
under this Agreement or any of the Basic Documents, in each case, to which it is
a party.

          (h) Other than as contemplated by this Agreement or as disclosed in
the Prospectus, there is no broker, finder or other party that is entitled to
receive from the Seller, Franklin Capital or any affiliate thereof or the
Underwriter, any brokerage or finder's fee or other fee or commission as a
result of any of the transactions contemplated by this Agreement.


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          (i) Neither Franklin Capital nor the Seller has entered into, nor will
it enter into, any contractual arrangement with respect to the distribution of
the Notes, except for this Agreement.

          (j) The Trust is not an "investment company" and is not required to be
registered as an "investment company," as such term is defined in the Investment
Company Act of 1940, as amended (the "Investment Company Act").

          (k) As of the Closing Date (as defined below), the representations and
warranties of the Seller, Franklin Capital and Franklin Resources, in each of
its capacities under each of the Basic Documents, to which it is a party will be
true and correct in all material respects and each such representation and
warranty is so incorporated herein by this reference.

          (l) The Seller has filed the preliminary prospectus supplement
relating to the Notes pursuant to and in accordance with Rule 424(b).

          (m) On or before the Closing Date, the Basic Documents will have been
duly authorized, executed and delivered by each of the parties thereto.

          (n) The Certificates, when duly and validly executed by the Owner
Trustee, authenticated and delivered in accordance with the Trust Agreement, and
delivered to and paid for pursuant hereto will be validly issued and outstanding
and entitled to the benefits of the Trust Agreement.

          (o) The Trust's assignment of the Collateral to the Trustee pursuant
to the Indenture will vest in the Trustee, for the benefit of the Noteholders, a
first priority perfected security interest therein, subject to no other
outstanding Lien.

          (p) The Notes, when duly and validly executed by the Trustee,
authenticated and delivered in accordance with the Indenture, and delivered and
paid for pursuant hereto will be enforceable in accordance with their terms,
subject as to enforceability to the effects of applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium and similar laws
now or hereafter in effect relating to creditors' rights generally and subject
to general principles of equity (whether in a proceeding at law or in equity).

          (q) Neither the execution, delivery or performance of any of the Basic
Documents by the Seller, or Franklin Capital, nor the issuance, sale and
delivery of the Notes or Certificates, nor the fulfillment of the terms of the
Notes or Certificates, will conflict with, or result in a breach, violation or
acceleration of, or constitute a default under, any term or provision of the
organizational documents of the Seller, or Franklin Capital, any material
indenture or other material agreement or instrument to which the Seller, or
Franklin Capital is a party or by which either of them or their properties is
bound or result in a violation of or contravene the terms of any statute, order
or regulation applicable to the Seller, or Franklin Capital of any court,
regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over


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the Seller, or Franklin Capital, or will result in the creation of any lien upon
any material property or assets of the Seller, or Franklin Capital (other than
pursuant to the Basic Documents).

          (r) There are no legal or governmental proceedings pending to which
the Seller, Franklin Capital or Franklin Resources is a party or of which any of
its properties is the subject, which if determined adversely to the Seller,
Franklin Capital or Franklin Resources would individually or in the aggregate
have a material adverse effect on the financial position, shareholders' equity
or results of operations of any of them; and to the best of the Seller's,
Franklin Capital's or Franklin Resources' knowledge, no such proceedings are
threatened or contemplated by governmental authorities or others.

          (s) No consent, license, approval, authorization or order of or
declaration or filing with any governmental authority is required for the
issuance of the Notes and Certificates or sale of the Notes or the consummation
of the other transactions contemplated by this Agreement or the Basic Documents,
except such as have been duly made or obtained.

          (t) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any material
adverse change, or any development which could reasonably be expected to result
in a material adverse change, in or affecting the financial position,
shareholders' equity or results of operations of the Seller, Franklin Capital or
Franklin Resources, or the Seller's, Franklin Capital's or Franklin Resources'
ability to perform its obligations under this Agreement or any of the Basic
Documents to which it is a party.

          (u) Any taxes, fees and other governmental charges due on or prior to
the Closing Date (including, without limitation, sales taxes) in connection with
the execution, delivery and issuance of this Agreement, the Basic Documents and
the Securities have been or will have been paid at or prior to the Closing Date.

          (v) The Receivables transferred by Franklin Capital to the Seller are
chattel paper as defined in the Uniform Commercial Code as in effect in the
State of Utah. The Receivables transferred by the Seller to the Trust are
chattel paper as defined in the Uniform Commercial Code as in effect in the
State of Utah.

          (w) Under generally accepted accounting principles, (i) Franklin
Capital will report its transfer of the Receivables transferred by it to the
Seller pursuant to the Loan Purchase Agreement and (ii) the Seller will report
its transfer of the Receivables to the Trustee pursuant to the Sale and
Servicing Agreement as a sale of the Receivables for financial accounting
purposes.

          (x) Immediately prior to the transfer thereof to the Seller pursuant
to the Loan Purchase Agreement, Franklin Capital is the sole owner of all right,
title and interest in, and has good and marketable title to the Receivables and
the other property to be transferred to the Seller. Franklin Capital, pursuant
to the Loan Purchase Agreement, is transferring to the Seller ownership of the
Receivables, the security interest in the Financed Vehicles securing the
Receivables and the proceeds of each of the foregoing, and, immediately prior to
the transfer thereof to the Trust, the Seller will be the sole owner of all
right, title and interest in, and will have


                                      -5-





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good and marketable title to, the Receivables and the other property to be
transferred by it to the Trust. The assignment of the Receivables, all documents
and instruments relating thereto and all proceeds thereof to the Trust, pursuant
to the Loan Purchase Agreement and the Sale and Servicing Agreement, vests in
the Trust all interests which are purported to be conveyed thereby, free and
clear of any liens, security interests or encumbrances.

          (y) Immediately prior to the transfer of the Receivables to the
Seller, Franklin Capital's interest in the Receivables and the proceeds thereof
shall be perfected upon the filing of UCC-1 financing statements (the "Financing
Statements") in the offices specified in Schedule I and there shall be no
unreleased statements affecting the Receivables filed in such offices other than
the Financing Statements. If a court concludes that the transfer of the
Receivables from Franklin Capital to the Seller is a sale, the interest of the
Seller in the Receivables and the proceeds thereof will be perfected upon the
filing of the Financing Statements in the office of the Secretary of State of
the State of Utah. If a court concludes that such transfer is not a sale, the
Loan Purchase Agreement and the transactions contemplated thereby constitute a
grant by Franklin Capital to the Seller of a valid security interest in the
Receivables and the proceeds thereof, which security interest will be perfected
upon the filing of the Financing Statements in the office of the Secretary of
State of the State of Utah. No filing or other action, other than the filing of
the Financing Statements in the office of the Secretary of State of the State of
Utah referred to above, is necessary to perfect and maintain the interest or the
security interest of the Seller in the Receivables and the proceeds thereof
against third parties.

          (z) Immediately prior to the transfer of the Receivables to the Trust,
the Seller's interest in the Receivables and the proceeds thereof shall be
perfected upon the filing of the Financing Statements and there shall be no
unreleased statements affecting the Receivables filed in such offices other than
the Financing Statements. If a court concludes that the transfer of the
Receivables from the Seller to the Trust is a sale, the interest of the Trust in
the Receivables and the proceeds thereof will be perfected upon the filing of
the Financing Statements in the office of the Secretary of State of the State of
Utah. If a court concludes that such transfer is not a sale, the Sale and
Servicing Agreement and the transactions contemplated thereby constitute a grant
by the Seller to the Trust of a valid security interest in the Receivables and
the proceeds thereof, which security interest will be perfected upon the filing
of the Financing Statements in the office of the Secretary of State of the State
of Utah. No filing or other action, other than the filing of the Financing
Statements in the office of the Secretary of State of the State of Utah referred
to above and any related continuation statements, is necessary to perfect and
maintain the interest or the security interest of the Trust in the Receivables
and the proceeds thereof against third parties.

          (aa) The Trust Agreement need not be qualified under the Trust
Indenture Act of 1939, as amended and the Trust is not required to register
under the Investment Company Act of 1940, as amended.

          (bb) The Indenture has been qualified under the Trust Indenture Act of
1939, as amended.

          (cc) As of the Closing Date, each of the respective representations
and


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warranties of the Seller and Franklin Capital set forth in the Basic Documents
will be true and correct, and the Underwriter may rely on such representations
and warranties as if they were set forth herein in full.

          3. Purchase, Sale and Delivery of the Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Seller agrees to cause the Trust to
sell to the Underwriter, and the Underwriter agrees, to purchase from the Trust,
the principal amount of each class of Notes set forth on Schedule II hereto at a
purchase price equal to "Price $" as specified on Schedule II hereto, plus
accrued interest from January 15, 2001.

          The Seller will deliver the Notes to the Underwriter, against payment
of the purchase price to or upon the order of the Seller by wire transfer or
check in Federal (same day) Funds, at the office of Morrison & Foerster LLP,
1290 Avenue of the Americas, New York, NY 10104, at 10:00 a.m., New York time on
January 25, 2001, or at such other time not later than seven full business days
thereafter as the Underwriter and the Seller determine, such time being herein
referred to as the "Closing Date." The Notes to be so delivered will be
initially represented by one or more Notes registered in the name of Cede & Co.,
the nominee of The Depository Trust Company ("DTC"). The interests of beneficial
owners of the Notes will be represented by book entries on the records of DTC
and participating members thereof. Definitive Notes will be available only under
the limited circumstances specified in the Basic Documents.

          4. Offering by Underwriter. It is understood that, the Underwriter
proposes to offer the Notes for sale to the public (which may include selected
dealers), on the terms set forth in the Prospectus. It is further understood
that the Underwriter shall not deliver any Computational Materials to any
potential investors unless such Computational Materials have been approved of by
the Seller.

          5. Covenants of the Seller and Franklin Capital. Each of the Seller
and Franklin Capital, jointly and severally, covenants and agrees with the
Underwriter that:

          (a) The Seller will file the Prospectus, properly completed, with the
Commission pursuant to and in accordance with subparagraph (2) (or, if
applicable and if consented to by the Underwriter, subparagraph (5)) of Rule
424(b) no later than the second business day following the earlier of the date
of determination of the offering price or the date it is first used. The Seller
and Franklin Capital will advise the Underwriter promptly of any such filing
pursuant to Rule 424(b). The Seller shall file with the Commission a current
report on Form 8-K (the "Current Report") including any "computational
materials," "structural terms sheets" or "collateral term sheets" (together
"Computational Materials") (i) no later than the date that the Prospectus
Supplement is filed with respect to "computational materials" and "structural
terms sheets" (as such terms are interpreted in the No-Action letters addressed
to Kidder, Peabody Acceptance Corporation I, et al. and the Public Securities
Association dated May 20, 1994 and February 17, 1995, respectively
(collectively, the "PSA Letters")) or (ii) no later than two days following
their date of first use with respect to "collateral term sheets" (as such term
is interpreted in the PSA Letters).


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          (b) The Seller and Franklin Capital will advise the Underwriter
promptly of any proposal to amend or supplement the Registration Statement or
the Prospectus and will not effect such amendment or supplementation without the
consent of the Underwriter, which consent shall not be unreasonably withheld or
delayed; and the Seller and Franklin Capital will advise the Underwriter
promptly of any amendment or supplementation of the Registration Statement or
the Prospectus and of the institution by the Commission of any stop order
proceedings in respect of the Registration Statement and will use its best
efforts to prevent the issuance of any such stop order and to obtain as soon as
possible its lifting, if issued.

          (c) If, at any time when a prospectus relating to the Notes is
required to be delivered by an Underwriter or dealer either (i) any event occurs
as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made not misleading, or (ii) for any other
reason it shall be necessary to amend or supplement the Prospectus to comply
with the Act, the Seller and Franklin Capital promptly will notify the
Underwriter of such event and promptly will prepare, at their own expense, an
amendment or supplement which will correct such statement or omission. Neither
the Underwriter's consent to, nor the Underwriter's distribution of any
amendment or supplement to the Prospectus shall constitute a waiver of any of
the conditions set forth in Section 6 hereof.

          (d) The Seller and Franklin Capital will furnish to the Underwriter
copies of any preliminary prospectus, the Prospectus, the Registration Statement
and all amendments and supplements to such documents, in each case as soon as
available and in such quantities as the Underwriter reasonably requests.

          (e) The Seller and Franklin Capital will take all actions which are
reasonably necessary to arrange for the qualification of the Notes for offering
and sale under the laws of such jurisdictions as the Underwriter designates and
will continue such qualifications in effect so long as required under such laws
for the distribution of the Notes; provided, however, that in no event shall the
Seller be obligated to qualify as a foreign corporation or to execute a general
or unlimited consent to service of process in any such jurisdiction.

          (f) The Seller and Franklin Capital shall furnish or make available to
the Underwriter or its counsel such additional documents and information
regarding the Seller and Franklin Capital and their respective affairs as the
Underwriter may from time to time reasonably request, including any and all
documentation reasonably requested in connection with its due diligence efforts
regarding information in the Registration Statement and the Prospectus and in
order to evidence the accuracy or completeness of any of the conditions
contained in this Underwriting Agreement; and all actions taken by the Seller to
authorize the sale of the Notes shall be reasonably satisfactory in form and
substance to the Underwriter.

          (g) The Seller and Franklin Capital shall, at all times upon request
of the Underwriter or its advisors, or both, from the date hereof through the
Closing Date, (i) make


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available to the Underwriter or its advisors, or both, prior to acceptance of
its purchase, such information (in addition to that contained in the
Registration Statement and the Prospectus) concerning the offering, the Seller
and any other relevant matters as they possess or can acquire without
unreasonable effort or expense and (ii) provide the Underwriter or its advisors,
or both, prior to acceptance of its subscription, the opportunity to ask
questions of, and receive answers from, the Seller and Franklin Capital with
respect to such matters.

          (h) The Seller and Franklin Capital will cause the Trust to make
generally available to Noteholders, as soon as practicable, but no later than
sixteen months after the date hereof, an earnings statement of the Trust
covering a period of at least twelve consecutive months beginning after the
later of (i) the effective date of the registration statement relating to the
Notes and (ii) the effective date of the most recent post-effective amendment to
the Registration Statement to become effective prior to the date of this
Agreement and, in each case, satisfying the provisions of Section 11(a) of the
Act (including Rule 158 promulgated thereunder).

          (i) Until the retirement of the Notes, the Seller will deliver to the
Underwriter the annual statements of compliance and the annual independent
certified public accountants' reports furnished to the Trustee pursuant to the
Basic Documents, as soon as such statements and reports are furnished to the
Trustee.

          (j) So long as any of the Notes are outstanding, the Seller will
furnish to the Underwriter (i) as soon as practicable after the end of the
fiscal year all documents required to be distributed to Noteholders or filed
with the Commission on behalf of the Trust pursuant to the Exchange Act, or any
order of the Commission thereunder and (ii) from time to time, any other
information concerning the Seller or Franklin Capital as the Underwriter may
reasonably request only insofar as such information reasonably relates to the
Registration Statement or the Prospectus or the transactions contemplated by the
Basic Documents.

          (k) On or before the Closing Date, the Seller and Franklin Capital
shall cause the computer records of the Seller and Franklin Capital relating to
the Receivables to show the absolute ownership by the Owner Trustee on behalf of
the Trust of the Receivables, and from and after the Closing Date neither the
Seller nor Franklin Capital shall take any action inconsistent with the
ownership by the Owner Trustee on behalf of the Trust of such Receivables, other
than as permitted by the Sale and Servicing Agreement.

          (l) To the extent, if any, that any of the ratings provided with
respect to the Notes by the rating agency or agencies that initially rate any of
the Notes are conditional upon the furnishing of documents or the taking of any
other actions by the Seller or Franklin Capital on or prior to the Closing Date,
one of the Seller or Franklin Capital shall furnish such documents and take any
such other actions. A copy of any such document shall be provided to the
Underwriter at the time it is delivered to the rating agencies.

          (m) Franklin Capital will pay all expenses incident to the performance
of its obligations under this Agreement, including (i) the printing and filing
of the documents (including the Registration Statement and the Prospectus),
(ii) the preparation, issuance and delivery of the


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Notes to the Underwriter, (iii) the fees and disbursements of Franklin
Capital's, the Seller's and Franklin Resources' counsel (including without
limitation, local counsel in the State of Utah) and accountants, (iv) the
qualification of the Notes under state securities laws, including filing fees
and the fees and disbursements of counsel for the Underwriter in connection
therewith and in connection with the preparation of any blue sky or legal
investment survey, if any is requested, (v) the printing and delivery to the
Underwriter of copies of the Registration Statement and the Prospectus and each
amendment thereto, (vi) the fees and reasonable expenses of the Underwriter and
its counsel, (vii) any fees charged by rating agencies for the rating of the
Notes, (viii) the fees and expenses of the Trustee and its counsel, (ix) the
fees and expenses of the Owner Trustee, the Trust and each of their counsel and
(x) the fees and expenses of the Security Insurer and its counsel.

          6. Conditions of the Obligations of the Underwriter. The obligations
of the Underwriter to purchase and pay for the Notes will be subject to the
accuracy, as of the date hereof and as of the Closing Date, of the
representations and warranties on the part of the Seller and Franklin Capital
herein, to the accuracy of the written statements of officers of the Seller and
Franklin Capital made pursuant to the provisions of this Section, to the
performance by the Seller and Franklin Capital of its obligations hereunder and
to the following additional conditions precedent:

          (a) The Underwriter shall have received a letter, dated the date
hereof, of PricewaterhouseCoopers LLP, confirming that such accountants are
independent public accountants within the meaning of the Act and the Rules and
Regulations, and substantially in the form of the drafts to which the
Underwriter has previously agreed and otherwise in form and substance reasonably
satisfactory to the Underwriter and counsel for the Underwriter (i) regarding
certain numerical information contained in the Prospectus and the Computational
Materials and (ii) relating to certain agreed-upon procedures.

          (b) The Prospectus and the Computational Materials shall have been
filed with the Commission in accordance with the Rules and Regulations and
Section 5(a) hereof. On or prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Seller or Franklin Capital, shall be contemplated by the Commission.

          (c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting the Receivables or particularly the business
or properties of (x) the Trust, the Seller, Franklin Capital or Franklin
Resources or (y) the Security Insurer which, in the reasonable judgment of the
Underwriter, materially impairs the investment quality of the Notes; (ii) any
downgrading in the rating of (x) any securities of Franklin Resources by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any such debt
securities (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating) or (y)
the claims-


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paying ability of the Security Insurer by any "nationally recognized statistical
rating organization" or if the claims-paying ability of the Security Insurer has
been put on the "watch list" of any such rating organization with negative
implications; (iii) any suspension or limitation of trading in securities
generally on the New York or American Stock Exchanges, or any setting of minimum
prices for trading on such exchange; (iv) any suspension of trading of any
securities of Franklin Resources on any exchange, the NASDAQ National Market or
in the over-the-counter market; (v) any banking moratorium declared by Federal
or New York authorities; or (vi) any outbreak or escalation of major hostilities
in which the United States is involved, any declaration of war by Congress, or
any other substantial national or international calamity or emergency if, in the
judgment of a the Underwriter, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Notes.

          (d) On the Closing Date, each of the Basic Documents and the
Securities shall have been duly authorized, executed and delivered by the
parties thereto, shall be in full force and effect and no default shall exist
thereunder, and the Owner Trustee shall have received a fully executed copy
thereof or, with respect to the Notes, a conformed copy thereof. The Basic
Documents and the Securities shall be substantially in the forms heretofore
provided to the Underwriter.

          (e) The Underwriter shall have received an opinion of Morrison &
Foerster LLP, special counsel to Franklin Capital, the Seller and Franklin
Resources, dated the Closing Date, satisfactory in form and substance to the
Underwriter, to the effect that:

          (i) The Seller has been duly formed and is validly existing as a
          limited liability company in good standing under the laws of the state
          of its incorporation, with full corporate power and authority to own
          its properties and conduct its business, and is duly qualified to
          transact business and is in good standing in each jurisdiction in
          which its failure to qualify would have a material adverse effect upon
          the business or the ownership of its property.

          (ii) This Agreement has been duly authorized, executed and delivered
          by the Seller. The Basic Documents to which it is a party have been
          duly authorized, executed and delivered by the Seller.

          (iii) The Seller has full power and authority to sell and assign the
          property to be sold and assigned to the Trust by it pursuant to the
          Sale and Servicing Agreement and has duly authorized such sale and
          assignment to the Trust by all necessary corporate action.

          (iv) Assuming that this Agreement and the Basic Documents have been
          duly authorized, executed and delivered by Franklin Capital, Franklin
          Resources and FCC Receivables Corp., this Agreement and the Basic
          Documents to which each of Franklin Capital, Franklin Resources and
          the Registrants is a party are the legal, valid and binding obligation
          of Franklin Capital, Franklin Resources and the Registrants,
          enforceable against Franklin Capital, Franklin Resources and the


                                      -11-





<PAGE>


          Registrants in accordance with their terms, subject as to
          enforceability to the effects of applicable bankruptcy, insolvency,
          reorganization, fraudulent conveyance, moratorium and similar laws now
          or hereafter in effect relating to creditors' rights generally and
          subject to general principles of equity (whether in a proceeding at
          law or in equity).

          (v) The Seller has duly authorized, executed and delivered the written
          order to the Owner Trustee to execute and deliver the Issuer Order to
          the Trustee.

          (vi) The Seller has duly authorized, executed and delivered the
          written order to the Owner Trustee to execute and deliver the
          Certificates.

          (vii) When the Notes have been executed, authenticated and delivered
          in accordance with the Indenture and paid for pursuant to this
          Agreement, the Notes will be validly issued and outstanding and
          enforceable in accordance with their terms, subject as to
          enforceability to the effects of applicable bankruptcy, insolvency,
          reorganization, fraudulent conveyance, moratorium and similar laws now
          or hereafter in effect relating to creditors' rights generally and
          subject to general principles of equity (whether in a proceeding at
          law or in equity).

          (viii) Neither the transfer of certain of the Receivables by the
          Seller to the Trustee on behalf of the Trust, nor the assignment by
          the Seller of the Trust Estate to the Trust, nor the grant by the
          Trust of the security interest in the Collateral to the Owner Trustee
          pursuant to the Indenture, nor the execution, delivery and performance
          by the Seller of the Basic Documents to which it is a party, nor the
          consummation by the Seller of the transactions contemplated thereby
          will conflict with or result in a breach of any of the terms or
          provisions of, or constitute a default under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any of
          the property or assets of the Seller, pursuant to the terms of the
          formation documents of the Seller or any statute, rule, regulation or
          order of any governmental agency or body, or any court having
          jurisdiction over the Seller or its properties, or any agreement or
          instrument known to me after due investigation to which the Seller is
          a party or by which the Seller or any of its properties is bound.

          (ix) No authorization, license, approval, consent or order of, or
          filing with, any court or governmental agency or authority is
          necessary in connection with the execution, delivery and performance
          of this Agreement and each of the Basic Documents to which it is a
          party by Franklin Capital, the Seller or Franklin Resources.

          (x) To the best of such counsel's knowledge, there are no contracts or
          documents of the Registrants which are required to be filed as
          exhibits to the Registration Statement pursuant to the Act or the
          Rules or Regulations which have not been so filed.


                                      -12-





<PAGE>


          (xi) The Registration Statement became effective under the Act as of
          September 18, 1998 and, to the best of such counsel's knowledge, no
          stop order suspending the effectiveness of the Registration Statement
          or any part thereof or any amendment thereto has been issued under the
          Act and no proceeding for that purpose has been instituted or
          threatened by the Commission.

          (xii) The Seller is not, and will not as a result of the offer and
          sale of the Notes as contemplated in the Prospectus and this Agreement
          become, an "investment company" as defined in the Investment Company
          Act of 1940, as amended (the "Investment Company Act"), or a company
          "controlled by" an "investment company" within the meaning of the
          Investment Company Act.

          (xiii) The Trust Agreement need not be qualified under the Trust
          Indenture Act and the Trust is not required to register under the
          Investment Company Act.

          (xiv) The Indenture has been duly qualified under the Trust Indenture
          Act.

          (xv) The statements in the Prospectus Supplement under the headings
          "Summary of Terms of the Notes -- Tax Status," "Federal Income Tax
          Consequences," "Summary of Terms of the Notes -- ERISA
          Considerations," and "ERISA Considerations," and in the Base
          Prospectus under the headings "Prospectus Summary -- Tax Status,"
          "Federal Income Tax Consequences," " Prospectus Summary -- ERISA
          Considerations," and "ERISA Considerations," to the extent that they
          constitute statements of matters of law or legal conclusions with
          respect thereto, have been reviewed by such counsel and accurately
          describe the material consequences to holders of the Notes under the
          Code and ERISA.

          (xvi) The Registration Statement relating to the Notes as of its
          effective date and the Prospectus as of the date of this Agreement,
          and any amendment or supplement thereto, as of its date, complied as
          to form in all material respects with the requirements of the Act and
          the applicable Rules and Regulations. Such counsel need express no
          opinion with respect to the financial statements, the exhibits,
          annexes and other financial, statistical, numerical or portfolio data,
          economic conditions or financial condition of the portfolio
          information included in or incorporated by reference into the
          Registration Statement relating to the Notes, the Prospectus or any
          amendment or supplement thereto.

          (xvii) Such counsel shall state that they have participated in the
          preparation of the Registration Statement and the Prospectus, and that
          no facts have come to their attention which cause them to believe that
          the Registration Statement relating to the Notes as of its effective
          date, and the Prospectus (other than information regarding the
          Security Insurer under the caption "The Insurer"), as of the date of
          this Agreement, and any amendment or supplement thereto, as of its
          date when it became effective, contained any untrue statement of a
          material fact or omitted to


                                      -13-





<PAGE>


          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading or that the Prospectus
          (other than information regarding the Security Insurer under the
          caption "The Insurer") on its date contained or on the Closing Date
          contains, any untrue statement of a material fact necessary in order
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading; provided that such counsel
          need not express any view with respect to the financial, statistical
          or computational material included in or incorporated by reference
          into the Registration Statement relating to the Notes, the Prospectus
          or any amendment or supplement thereto.

          Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York.

          (f) The Underwriter shall have received an opinion of in-house counsel
to Franklin Capital, the Registrants and Franklin Resources, dated the Closing
Date, satisfactory in form and substance to the Underwriter, to the effect that:

          (i) Each of FCC Receivables Corp. and Franklin Resources has been duly
          incorporated and is validly existing as a corporation in good standing
          under the laws of the state of its incorporation, with full corporate
          power and authority to own its properties and conduct its business,
          and is duly qualified to transact business and is in good standing in
          each jurisdiction in which its failure to qualify would have a
          material adverse effect upon the business or the ownership of its
          property.

          (ii) This Agreement has been duly authorized, executed and delivered
          by FCC Receivables Corp. The Basic Documents to which it is a party
          have been duly authorized, executed and delivered by each of the
          Seller and Franklin Resources.

          (iii) Franklin Resources has full power and authority to enter into
          the Basic Documents to which it is a party and has duly authorized
          entering into such documents by all necessary corporate action.

          (iv) Neither the execution, delivery and performance by Franklin
          Resources of the Basic Documents to which it is a party, nor the
          consummation by Franklin Resources of the transactions contemplated
          thereby will conflict with or result in a breach of any of the terms
          or provisions of, or constitute a default under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any of
          the property or assets of Franklin Resources, pursuant to the terms of
          the certificate of incorporation or the by-laws of Franklin Resources
          or any statute, rule, regulation or order of any governmental agency
          or body, or any court having jurisdiction over Franklin Resources or
          its properties, or any agreement or instrument known to me


                                      -14-





<PAGE>


          after due investigation to which Franklin Resources is a party or by
          which Franklin Resources or any of its properties is bound.

          (v) To the best of the knowledge of such counsel, there are no legal
          or governmental proceedings pending to which Franklin Capital, the
          Seller or Franklin Resources is a party or of which any property of
          Franklin Capital, the Seller or Franklin Resources is the subject, and
          no such proceedings are known to such counsel to be threatened or
          contemplated by governmental authorities or threatened by others (i)
          asserting the invalidity of all or any part of this Agreement or any
          of the Basic Documents or (ii) that could materially adversely affect
          the ability of Franklin Capital, the Seller or Franklin Resources to
          perform their obligations under any of the Basic Documents to which
          either is a party.

          (vi) Such counsel is familiar with Franklin Capital's standard
          operating procedures relating to the acquisition of a perfected first
          priority security interest in the vehicles financed by Franklin
          Capital pursuant to retail installment sale contracts in the ordinary
          course of their business. Assuming that these standard procedures are
          followed with respect to the perfection of security interests in the
          Financed Vehicles, Franklin Capital has acquired or will acquire a
          perfected first priority security interests in the Financed Vehicles
          with respect to which it has originated Receivables sold by it to the
          Seller.

          (vii) Immediately prior to the transfer of certain of the Receivables
          by Franklin Capital pursuant to the Loan Purchase Agreement, Franklin
          Capital was the sole owner of all right, title and interest in the
          Receivables and the other property transferred by it to the Seller.
          Immediately prior to the transfer of certain of the Receivables by the
          Seller pursuant to the Sale and Servicing Agreement, the Seller was
          the sole owner of all right, title and interest in the Receivables and
          the other property transferred by it to the Trust.

          (viii) Franklin Capital has all necessary licenses required by law in
          connection with its performance as Servicer pursuant to the Sale and
          Servicing Agreement.

          (ix) To such counsel's knowledge, there are no material legal or
          governmental proceedings pending or threatened against Franklin
          Capital, the Registrants or Franklin Resources other than those
          disclosed in the Registration Statement and the Prospectus.

          Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of Delaware and Utah.

          (g) The Underwriter shall have received the opinion of Morrison &
Foerster


                                      -15-





<PAGE>


LLP, special counsel to the Trust, dated the Closing Date, satisfactory in form
and substance to the Underwriter and counsel for the Underwriter, regarding the
creation and attachment of a security interest in the Receivables with respect
to the transfer of the Receivables from Franklin Capital to the Seller and the
Seller to the Trust and the pledge of the Receivables from the Trust to the
Trustee. Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York.

          (h) The Underwriter shall have received the opinion of Callister,
Nebeker & McCullough, counsel to Franklin Capital or such other counsel
acceptable to the Underwriter and counsel for the Underwriter, dated the Closing
Date, satisfactory in form and substance to the Underwriter and counsel for the
Underwriter to the effect that:

          (i) Franklin Capital has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the state
          of its incorporation, with full corporate power and authority to own
          its properties and conduct its business, and is duly qualified to
          transact business and is in good standing in each jurisdiction in
          which its failure to qualify would have a material adverse effect upon
          the business or the ownership of its property.

          (ii) Franklin Capital has full power and authority to sell and assign
          the property to be sold and assigned to the Seller by it pursuant to
          the Loan Purchase Agreement and has duly authorized such sale and
          assignment to the Trust by all necessary corporate action.

          (iii) This Agreement and each of the Basic Documents to which it is a
          party have been duly authorized, executed and delivered by Franklin
          Capital.

          (iv) Neither the transfer of the Receivables by Franklin Capital to
          the Seller or the Seller to the Trustee on behalf of the Trust, nor
          the assignment by the Seller of the Trust Estate to the Trust, nor the
          grant by the Trust of the security interest in the Collateral to the
          Trustee pursuant to the Indenture, nor the execution, delivery and
          performance by the Registrants or Franklin Capital of this Agreement
          and the Basic Documents to which it is a party, nor the consummation
          of the transactions contemplated thereby will conflict with or result
          in a breach of any of the terms or provisions of, or constitute a
          default under, or result in the creation or imposition of any lien,
          charge or encumbrance upon any of the property or assets of Franklin
          Capital, pursuant to the terms of the certificate of incorporation or
          the by-laws of Franklin Capital or any statute, rule, regulation or
          order of any governmental agency or body, or any court having
          jurisdiction over Franklin Capital or the Seller or their properties,
          or any agreement or instrument known to me after due investigation to
          which Franklin Capital is a party or by which Franklin Capital or any
          of its properties is bound.


                                      -16-




<PAGE>

                    (v) Such counsel shall deliver an opinion regarding Utah
                  state tax consequences in form and substance reasonably
                  acceptable to the Underwriter and counsel to the Underwriter.

                    (vi) The Receivables conveyed by Franklin Capital to the
                  Seller are chattel paper as defined in the Uniform Commercial
                  Code as in effect in the State of Utah.

                    (vii) If the transfer of Receivables from Franklin Capital
                  to the Seller is considered a sale, such sale will be
                  perfected upon the filing of financing statements with the
                  Secretary of State of the State of Utah and Salt Lake County,
                  Utah. If the transfer of Receivables from Franklin Capital to
                  the Seller is considered a financing, such financing will
                  create a first priority perfected interest upon the filing of
                  financing statements with the Secretary of State of the State
                  of Utah and Salt Lake County, Utah.

                    (viii) The Receivables conveyed by the Seller to the Trust
                  are chattel paper as defined in the Uniform Commercial Code as
                  in effect in the State of Utah.

                    (ix) If the transfer of Receivables from the Seller to the
                  Trust is considered a sale, such sale will be perfected upon
                  the filing of financing statements with the Secretary of State
                  of the State of Utah and Salt Lake County, Utah. If the
                  transfer of Receivables from the Seller to the Trust is
                  considered a financing, such financing will create a first
                  priority perfected interest upon the filing of financing
                  statements with the Secretary of State of the State of Utah
                  and Salt Lake County, Utah.

                  Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York and Utah.

                  (i) The Underwriter shall have received an opinion addressed
to it of Morrison & Foerster LLP, in its capacity as counsel to the Seller,
dated the Closing Date, with respect to (i) the consolidation of the assets and
liabilities of the Seller with those of each of (x) Franklin Capital and (y)
Franklin Resources, under the doctrine of substantive consolidation and (ii) the
creation of (x) a "true sale" with respect to the transfers of the Receivables
from Franklin Capital to the Seller and (y) with respect to the transfer of the
Receivables to the Trust, a valid and binding security interest in the
Receivables and the Seller shall have furnished or caused to be furnished to
such counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters. Such opinions shall be limited to the
laws of the State of New York and United States federal law.

                  (j) The Underwriter shall have received an opinion of Thacher,
Proffitt &


                                      -17-





<PAGE>

Wood, counsel to the Trustee, dated the Closing Date and satisfactory in form
and substance to the Underwriter and counsel for the Underwriter, to the effect
that:

                    (i) The Trustee has been duly organized as a banking
                  corporation and is validly existing and in good standing under
                  the laws of the State of New York.

                    (ii) The Trustee has the requisite power and authority to
                  execute, deliver and perform its obligations under the
                  Indenture and has taken all necessary action to authorize the
                  execution, delivery and performance by it of the Indenture.

                    (iii) The Indenture has been duly executed and delivered by
                  the Trustee and constitutes a legal, valid and binding
                  obligation of the Trustee, enforceable against the Trustee in
                  accordance with its respective terms, except that such
                  enforcement may be limited by bankruptcy, insolvency,
                  reorganization, moratorium, or other similar laws affecting
                  the enforcement of creditors' rights generally, and by general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law).

                    (iv) The Notes have been duly authenticated by the Trustee
                  in accordance with the terms of the Indenture.

                  Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York.

                  (k) The Underwriter shall have received an opinion of
Richards, Layton & Finger, counsel to the Owner Trustee, dated the Closing Date
and satisfactory in form and substance to the Underwriter and counsel for the
Underwriter, to the effect that:

                    (i) The Owner Trustee is a banking corporation duly
                  incorporated and organized and validly existing under the laws
                  of the Delaware.

                    (ii) The Owner Trustee has the full corporate trust power to
                  accept the office of owner trustee under the Trust Agreement
                  and to enter into and perform its obligations under the Trust
                  Agreement, the Indenture and the Sale and Servicing Agreement.

                    (iii) The execution and delivery of the Trust Agreement, the
                  Indenture and the Sale and Servicing Agreement, and the
                  performance by the Owner Trustee of its obligations under the
                  Trust Agreement, the Sale and Servicing Agreement and the
                  Indenture have been duly authorized by all necessary action of
                  the Owner Trustee and each has been duly executed and
                  delivered by the Owner Trustee.


                                      -18-





<PAGE>

                    (iv) The Trust Agreement constitutes the valid and binding
                  obligations of the Owner Trustee enforceable against the Owner
                  Trustee in accordance with its terms.

                    (v) The execution and delivery by the Owner Trustee of the
                  Trust Agreement, the Indenture and the Sale and Servicing
                  Agreement do not require any consent, approval or
                  authorization of, or any registration or filing with, any
                  applicable governmental authority.

                    (vi) Each of the Notes and Certificates has been duly
                  executed and delivered by the Owner Trustee, on behalf of the
                  Trust.

                    (vii) Neither the consummation by the Owner Trustee of the
                  transactions contemplated in the Sale and Servicing Agreement,
                  the Indenture or the Trust Agreement nor the fulfillment of
                  the terms thereof by the Owner Trustee will conflict with,
                  result in a breach or violation of, or constitute a default
                  under any law of the United States of America or the State of
                  New York governing its banking or trust powers or the charter,
                  by-laws or other organizational documents of the Owner
                  Trustee.

                    (viii) No approval, authorization or other action by, or
                  filing with, any governmental authority of the United States
                  of America or the State of New York having jurisdiction over
                  the banking or trust powers of the Owner Trustee is required
                  in connection with the execution and delivery by the Owner
                  Trustee of the Trust Agreement, the Indenture or the Sale and
                  Servicing Agreement.

                  Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York and Delaware.

                  (l) The Underwriter shall have received an opinion of
Richards, Layton & Finger, special Delaware counsel for the Trust, dated the
Closing Date, satisfactory in form and substance to the Underwriter and counsel
for the Underwriter, to the effect that:

                    (i) The Trust Agreement constitutes the valid and binding
                  obligation of the Owner Trustee and the Seller enforceable
                  against the Owner Trustee and the Seller in accordance with
                  its terms subject to (i) applicable bankruptcy, insolvency,
                  moratorium, receivership, reorganization, fraudulent
                  conveyance and similar laws relating to and affecting the
                  rights and remedies of creditors generally, and (ii)
                  principles of equity (regardless of whether considered and
                  applied in a proceeding in equity or at law).

                    (ii) The Certificate of Trust has been duly filed with the
                  Secretary of State.

                                      -19-





<PAGE>

                  The Trust has been duly formed and is validly existing as a
                  business trust under the Delaware Business Trust Act (the
                  "Business Trust Act"). The Trust has the power and authority
                  under the Trust Agreement and the Act to execute and deliver
                  the Indenture and the Sale and Servicing Agreement, to issue
                  the Notes and the Certificates and to pledge the Trust Estate
                  to the Trustee as security for the Notes.

                    (iii) Assuming that the Certificates have been duly executed
                  and issued by the Trust and duly authenticated by the Owner
                  Trustee in accordance with the Trust Agreement and delivered
                  to and paid for pursuant to the Underwriter Agreement, the
                  Certificates have been validly issued and are entitled to the
                  benefits of the Trust Agreement.

                    (iv) To the extent that Article 9 of the Uniform Commercial
                  Code as in effect in the State of Delaware (the "Delaware
                  UCC") is applicable (without regard to conflicts of laws
                  principles), and assuming that the security interest created
                  by each of the Sale and Servicing Agreement and the Indenture
                  in the Receivables has been duly created and has attached,
                  upon the filing of UCC-1 financing statements with the
                  Secretary of State of the State of Delaware the Trust will
                  have a perfected security interest in the transfer of
                  Receivables pursuant to the Sale and Servicing Agreement and
                  the proceeds thereof, and such security interest will be prior
                  to any other security interest that is perfected solely by the
                  filing of financing statements under the Delaware UCC,
                  excluding purchase money security interests under ss. 9-312(4)
                  of the UCC and temporarily perfected security interests in
                  proceeds under ss. 9-306(3) of the Delaware UCC and the
                  Trustee will have a perfected security interest in such
                  Receivables and the proceeds thereof, and such security
                  interest will be prior to any other security interest that is
                  perfected solely by the filing of financing statements under
                  the Delaware UCC, excluding purchase money security interests
                  under ss. 9-312(4) of the UCC and temporarily perfected
                  security interests in proceeds under ss. 9-306(3) of the
                  Delaware UCC.

                    (v) No re-filing or other action is necessary under the
                  Delaware UCC in order to maintain the perfection of such
                  security interests except for the filing of continuation
                  statements at five year intervals.

                    (vi) Under ss. 3805(b) of the Business Trust Act, no
                  creditor of any Certificateholder shall have any right to
                  obtain possession of, or otherwise exercise legal or equitable
                  remedies with respect to, the property of the Trust except in
                  accordance with the terms of the Trust Agreement.

                    (vii) Under ss. 3805(c) of the Business Trust Act, and
                  assuming that the Sale and Servicing Agreement conveys good
                  title to the Receivables to the Trust as a true sale and not
                  as a security arrangement, the Trust rather than the
                  Certificateholders is the owner of the Receivables.

                    (viii) The execution and delivery by the Owner Trustee
                  of the Trust


                                      -20-





<PAGE>

                  Agreement and, on behalf of the Trust, the Indenture and the
                  Sale and Servicing Agreement do not require any consent,
                  approval or authorization of, or any registration or filing
                  with, any governmental authority of the State of Delaware,
                  except for the filing of the Certificate of Trust with the
                  Secretary of State.

                    (ix) Neither the consummation by the Owner Trustee of the
                  transactions contemplated in the Trust Agreement or, on behalf
                  of the Trust, the transactions contemplated in the Indenture
                  and the Sale and Servicing Agreement nor the fulfillment of
                  the terms thereof by the Owner Trustee will conflict with or
                  result in a breach or violation of any law of the State of
                  Delaware.

                  Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of Delaware.

                  (m) The Note Policy shall have been duly executed and issued
at or prior to the Closing Date and shall conform in all material respects to
the description thereof in the Prospectus.

                  (n) The Underwriter shall have received an opinion of Shaw,
Pittman, Potts & Trowbridge, counsel for the Security Insurer, dated the Closing
Date, satisfactory in form and substance to the Underwriter and counsel for the
Underwriter, to the effect that:

                  (i) The Security Insurer is validly existing under the laws of
         the jurisdiction of its incorporation, is duly qualified and/or
         licensed to do business in all jurisdictions where the nature of its
         operations as contemplated in the Note Policy, the Indemnification
         Agreement and the Insurance and Indemnity Agreement requires such
         qualification, and has the power and authority (corporate and other) to
         issue the Note Policy and to enter into the Note Policy, the
         Indemnification Agreement and the Insurance and Indemnity Agreement and
         to perform its obligations under the Note Policy, the Indemnification
         Agreement and the Insurance and Indemnity Agreement.

                  (ii) The execution, delivery and performance by the Security
         Insurer of the Note Policy, the Indemnification Agreement and the
         Insurance and Indemnity Agreement have been duly authorized by all
         necessary corporate action on the part of the Security Insurer.

                  (iii) The execution, delivery and performance by the Security
         Insurer of the Note Policy, the Indemnification Agreement and the
         Insurance and Indemnity Agreement do not require the consent or
         approval of, the giving of notice to, the registration with, or the
         taking of any other action in respect of any state or other
         governmental agency or authority which has not previously been
         effected.


                                      -21-





<PAGE>

                  (iv) The Note Policy, the Indemnification Agreement and the
         Insurance and Indemnity Agreement have been duly authorized, executed
         and delivered by the Security Insurer, and constitute legal, valid and
         binding obligations of the Security Insurer, enforceable against the
         Security Insurer in accordance with their respective terms, except to
         the extent that the enforceability thereof may be subject to
         bankruptcy, insolvency, reorganization, conservatorship, moratorium or
         other similar laws now or hereafter in effect relating to creditors'
         rights as such laws would apply in the event of the insolvency,
         liquidation or reorganization or other similar occurrence with respect
         to the Security Insurer or the event of any moratorium or similar
         occurrence affecting the Security Insurer.

                  (v) The obligations of the Security Insurer under the Note
         Policy will rank equally with the general obligations and all other
         unsecured indebtedness of the Security Insurer outstanding on the
         Closing Date or thereafter that are not contractually subordinated to
         the payment of such obligations under the Note Policy.

                  (vi) The Note Policy is not required to be registered under
         the Act in connection with the offer and sale of the Certificates in
         the manner contemplated in the Prospectus.

                  Such opinions may be subject to such counsel's customary
practices and limitations relating to the scope of such counsel's participation
in the preparation of the Registration Statement and the Prospectus and its
investigation or verification of information contained therein, such counsel
also shall state that it has no reason to believe that as of the Closing Date
any of the information contained in the Prospectus Supplement in (x) the
paragraph titled "The Note Policy" under the heading "Summary of Terms of the
Notes" or (y) under the captions "The Insurer" and "The Note Policy" includes
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading (other than financial,
numerical and statistical information contained therein as to which such counsel
need express no opinion).

                  (o) On or prior to the Closing Date there shall not have
occurred any downgrading, nor shall any notice have been given of (A) any
intended or potential downgrading or (B) any review or possible change in rating
the direction of which has not been indicated, in the rating accorded the
Security Insurer's claims paying ability by any "nationally recognized
statistical rating organization."

                  (p) Franklin Capital shall have received from the Security
Insurer a certificate, signed by the President, a senior vice president or a
vice president of the Security Insurer, dated the Closing Date, to the effect
that the signer of such certificate has carefully examined the Policy and the
related documents and that, to the best of his or her knowledge based on
reasonable investigation:

                    (i) The information in the Prospectus Supplement as of the
                  date hereof under the captions "The Insurer" and "The Note
                  Policy" (the "Security Insurer


                                      -22-





<PAGE>

                  Information") is true and correct in all material respects and
                  does not contain any untrue statement of a fact that is
                  material to the Security Insurer's ability to perform its
                  obligations under the Note Policy. There has been no material
                  adverse change in the financial condition of the Security
                  Insurer since September 30, 2000.

                    (ii) There are no actions, suits, proceedings or
                  investigations pending or, to the best of the Security
                  Insurer's knowledge, threatened against it at law or in equity
                  or before or by any court, governmental agency, board or
                  commission or any arbitrator which, if decided adversely,
                  would materially and adversely affect its condition (financial
                  or otherwise) or operations of it or would materially and
                  adversely affect its ability to perform its obligations under
                  the Note Policy or the Insurance Agreement.

                    (iii) The execution and delivery of the Insurance Agreement,
                  the Indemnification Agreement and the Note Policy and the
                  compliance with the terms and provisions thereof will not
                  conflict with, result in a breach of, or constitute a default
                  under any of the terms, provisions or conditions of, the
                  Restated Charter or By-Laws of the Security Insurer, or any
                  agreement, indenture or other instrument to which the Security
                  Insurer is a party.

                    (iv) The issuance of the Note Policy and the execution,
                  delivery and performance of the Indemnification Agreement and
                  the Insurance Agreement have been duly authorized by all
                  necessary corporate proceedings. No further approvals or
                  filings of any kind, including, without limitation, any
                  further approvals of or further filing with any governmental
                  agency or other governmental authority, or any approval of the
                  Security Insurer's board of directors or stockholders, are
                  necessary for the Note Policy, the Indemnification Agreement
                  and the Insurance Agreement to constitute the legal, valid and
                  binding obligations of the Security Insurer.

                  (q) The Underwriter shall have received copies of each opinion
of counsel delivered to either rating agency or the Security Insurer, together
with a letter addressed to the Underwriter, dated the Closing Date, to the
effect that the Underwriter may rely on each such opinion to the same extent as
though such opinion was addressed to each as of its date.

                  (r) The Underwriter shall have received a certificate dated
the Closing Date of the Seller, executed by any two of the Chairman of the
Board, the President, any Executive Vice President, Senior Vice President or
Vice President, the Treasurer, any Assistant Treasurer, the Secretary, the
principal financial officer or the principal accounting officer of the Seller,
in which such officer shall state that, to the best of its knowledge after
reasonable investigation, (i) the representations and warranties of the Seller,
contained in this Agreement and the Basic Documents to which it is a party are
true and correct in all material respects, (ii) that the Seller, has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date, and (iii) since
the date of its incorporation, except as may be disclosed in the Prospectus or
in such certificate, no material


                                      -23-





<PAGE>

adverse change, or any development involving a prospective material adverse
change, in or affecting particularly the business or properties of the Trust,
Franklin Capital or the Seller, has occurred.

                  (s) The Underwriter shall have received a certificate dated
the Closing Date of Franklin Capital, executed by any two of the Chairman of the
Board, the President, any Executive Vice President, Senior Vice President or
Vice President, the Treasurer, any Assistant Treasurer, the Secretary, the
principal financial officer or the principal accounting officer of Franklin
Capital in which such officer shall state that, to the best of its knowledge
after reasonable investigation, (i) the representations and warranties of
Franklin Capital contained in this Agreement, the Loan Purchase Agreement and
the Sale and Servicing Agreement are true and correct in all material respects,
(ii) that Franklin Capital has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied under such agreements at or
prior to the Closing Date and (iii) since December 31, 2000, except as may be
disclosed in the Prospectus or in such certificate, no material adverse change,
or any development involving a prospective material adverse change, in or
affecting particularly the business or properties of the Trust, Franklin Capital
or the Seller, has occurred.

                  (t) The Underwriter shall have received evidence satisfactory
to it and counsel for the Underwriter that, on or before the Closing Date, UCC-1
financing statements shall have been submitted to the Owner Trustee or Trustee,
as the case may be, for filing in the appropriate filing offices reflecting (1)
the transfer of the interest in the Receivables, certain other property and the
proceeds thereof (A) from Franklin Capital to the Seller and (B) from the Seller
to the Trust, and (2) the grant of the security interest by the Trust in the
Receivables, certain other property and the proceeds thereof to the Trustee.

                  (u) The Class A-1 Notes and the Class A-2 Notes shall be rated
"AAA" or its equivalent, in each case by Moody's and S&P and neither corporation
shall have placed the Notes under surveillance or review with possible negative
implications.

                  The Seller will provide or cause to be provided to the
Underwriter such conformed copies of such of the foregoing opinions,
certificates, letters and documents as the Underwriter shall reasonably request.

                  7.  Indemnification and Contribution.

                  (a) The Seller and Franklin Capital, jointly and severally,
agree to indemnify and hold harmless the Underwriter against any and all losses,
claims, damages or liabilities, joint or several, or any action in respect
thereof (including but not limited to, any loss, claim, damage or liability (or
action relating to purchases and sales of the Notes)), to which the Underwriter
may become subject, under the Act, the Exchange Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained or incorporated in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state


                                      -24-





<PAGE>

therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made,
not misleading, and will reimburse the Underwriter for any legal or other
expenses reasonably incurred by the Underwriter in connection with investigating
or defending any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that neither the Seller nor Franklin Capital
shall be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement in or omission or alleged omission from any of such documents
in reliance upon and in conformity with the Underwriter's Information.

                  (b) The Underwriter severally agrees to indemnify and hold
harmless the Seller and Franklin Capital against any losses, claims, damages or
liabilities to which the Seller or Franklin Capital may become subject, under
the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
or incorporated in the Registration Statement, the Prospectus, or any amendment
or supplement thereto or any related preliminary prospectus, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with the Underwriter's Information, and
will reimburse any legal or other expenses reasonably incurred by Franklin
Capital or the Seller in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred.

                  (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
under subsection (a) or (b) above, except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify any
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section. In case any such action
is brought against any indemnified party and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and to the extent that it may wish to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (which
counsel may be counsel to the indemnifying party, if such counsel is otherwise
satisfactory to such indemnified party), and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, except to the extent provided in the next following paragraph, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

         Any indemnified party shall have the right to employ separate counsel
in any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless: (i) the employment thereof has been specifically


                                      -25-





<PAGE>

authorized by the indemnifying party in writing; (ii) such indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party and in the reasonable judgment of such
counsel it is advisable for such indemnified party to employ separate counsel;
or (iii) the indemnifying party has failed to assume the defense of such action
and employ counsel reasonably satisfactory to the indemnified party, in which
case, if such indemnified party notifies the indemnifying party in writing that
it elects to employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not have the right to assume the defense of such
action on behalf of such indemnified party, it being understood, however, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to local counsel) at any
time for all such indemnified parties, which firm shall be designated in writing
by the Underwriter, if the indemnified parties under this Section 7 consist of
the Underwriter, or by the Seller and Franklin Capital, if the indemnified
parties under this Section 7 consist of the Seller and Franklin Capital.

         Each indemnified party, as a condition of the indemnity agreements
contained in Section 7 (a) and (b) hereof, shall use its best efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

                  (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless the indemnified party under
subsection (a) or (b) above then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Seller and Franklin Capital on the one hand and the Underwriter on the other
from the offering of the Notes or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law or if the indemnified party failed to
give the notice required under subsection (c) above, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Seller or Franklin Capital on the one
hand and the Underwriter on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities as well
as any other relevant equitable considerations. The relative benefits received
by the Seller and Franklin Capital on the one hand and the Underwriter on the
other shall be deemed to be in such proportion that the Underwriter shall be
responsible for that portion represented by the underwriting discounts and
commissions received by the Underwriter (the "Spread"); and the Seller and
Franklin Capital shall be responsible for the balance. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Seller or Franklin
Capital or the Underwriter and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such untrue statement or


                                      -26-





<PAGE>

omission. The Seller, Franklin Capital and the Underwriter agree that it would
not be just and equitable if contributions pursuant to this subsection (f) were
to be determined by pro rata allocation or by any other method of allocation
which does not take into account the equitable considerations referred to
herein.

         The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d). Notwithstanding
the provisions of this subsection (d), in no case shall the Underwriter be
responsible for any amount (not including the fees and expenses of its counsel)
in excess of the Spread received by the Underwriter, as set forth on the cover
page of the Prospectus. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

                  (e) The obligations of the Seller and Franklin Capital under
this Section shall be in addition to any liability which the Seller and Franklin
Capital may otherwise have and shall extend, upon the same terms and conditions,
to each person, if any, who controls the Underwriter within the meaning of the
Act or the Exchange Act. The obligations of the Underwriter shall be in addition
to any liability which the Underwriter may otherwise have and shall extend, upon
the same terms and conditions, to each director of the Seller, and each of its
officers that signed the Registration Statement.

                  (f) The Underwriter confirms that the information set forth
under the caption "Underwriting" in the Prospectus Supplement (the
"Underwriter's Information") is correct and constitutes the only information
furnished in writing to the Seller by or on behalf of the Underwriter
specifically for inclusion in the Registration Statement and the Prospectus.

                  8. Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Seller or its officers and of the Underwriter set forth in or made pursuant to
this Agreement or contained in certificates of officers of the Seller submitted
pursuant hereto shall remain operative and in full force and effect, regardless
of any investigation or statement as to the results thereof, made by or on
behalf of the Underwriter, the Seller or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Notes. If for any reason the purchase of
the Notes by the Underwriter is not consummated, Franklin Capital shall remain
responsible for the expenses to be paid or reimbursed by Franklin Capital
pursuant to Section 5(m) (other than clause (vi) thereof in the case of a
failure by the Underwriter to comply with its obligations hereunder) and the
respective obligations of the Seller, Franklin Capital and the Underwriter
pursuant to Section 7 shall remain in effect. If for any reason the purchase of
the Notes by the Underwriter is not consummated (other than because of (a) a
failure by the Underwriter to comply with its obligations hereunder or (b) a
failure to satisfy the conditions set forth in items (i)(y), (iii), (v) and (vi)
of Section 6(c)), Franklin Capital will reimburse the Underwriter for all
out-of-pocket expenses reasonably incurred by it in connection with the offering
of the Notes.


                                      -27-





<PAGE>

                  9. Notices. Any written request, demand, authorization,
direction, notice, consent or waiver shall be personally delivered or mailed
certified mail, return receipt requested (or in the form of telex or facsimile
notice, followed by written notice as aforesaid) and shall be deemed to have
been duly given upon receipt, if sent to the Underwriter, when delivered to the
Underwriter at 85 Broad Street, New York, New York 10004, Attention: Legal
Department(fax # (212) 902-3876), if sent to Franklin Capital when delivered to
47 West 200 South, Suite 500, Salt Lake City, UT 84101, Attention: Jennifer J.
Bolt (Fax # (801) 881-8892), with a copy to Franklin Resources, Inc., 777
Mariners Island Blvd., San Mateo, CA 94404, Attention: General Counsel and if
sent to the Seller when delivered to 47 West 200 South, Suite 500, Salt Lake
City, UT 84101, Attention: Jennifer J. Bolt (Fax # (801) 881-8892), with a copy
to Franklin Resources, Inc., 777 Mariners Island Blvd., San Mateo, CA 94404,
Attention: General Counsel.

                  10. Successors. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7, and no
other person will have any right or obligations hereunder.

                  11. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

                  12. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to the choice of law provisions thereof.


                                      -28-





<PAGE>



                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement among the Registrants, Franklin
Capital and the Underwriter in accordance with its terms.

                                                 Very truly yours,

                                              FRANKLIN RECEIVABLES LLC

                                              By: FRANKLIN CAPITAL CORPORATION,
                                                  its managing member

                                              By: /s/ Harold E. Miller, Jr.
                                                 ______________________________
                                                 Name: Harold E. Miller, Jr.
                                                 Title: President and CEO

                                              FCC RECEIVABLES CORP.


                                              By: /s/ Jennifer J. Bolt
                                                 ______________________________
                                                 Name: Jennifer J. Bolt
                                                 Title: Executive Vice President

                                              FRANKLIN CAPITAL CORPORATION


                                              By: /s/ Harold E. Miller, Jr.
                                                 ______________________________
                                                 Name: Harold E. Miller, Jr.
                                                 Title: President and CEO

The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the
date first written above.

GOLDMAN, SACHS AND CO.


By: /s/ Goldman, Sacs and Co.
    __________________________



                                      -29-





<PAGE>



                                   SCHEDULE I

                                     OFFICES







<PAGE>



                                   SCHEDULE II

<TABLE>
<CAPTION>
                        Original
                        Principal        Investor          Investor
Security                Balance $        Price %           Price $           Price %          Price $        Rate %
--------                ---------        -------           -------           -------          -------        ------
<S>                      <C>             <C>             <C>                 <C>            <C>                <C>
Class A-1 Notes          $87,000,000     99.999586%      $86,999,639.82      99.714586%     $86,751,689.82     5.386%
Class A-2 Notes          $52,081,000     99.998718%      $52,080,332.32      99.502718%     $51,822,010.56     5.857%




Total Price to Public:     $139,079,972.14
Total Price to Seller:     $138,573,700.38
Underwriting Discounts
 and Commissions:          $    506,271.76
</TABLE>







<PAGE>



                                    EXHIBIT A








</TEXT>

</DOCUMENT>
