5. **Advances For Court Costs****.**Servicer shall make advances for court costs of attorneyswho are retained by Servicer to collect any Receivables. Servicer shall be entitled toreimbursement for those expenses by deducting 50% of the advanced court costs from the weeklyremittance to Palisades.6. **Servicer Reports**: Section 4 of the Existing Agreement is hereby replaced in itsentirety by the following:(a) Servicer shall furnish to Palisades, by the 12th of each month, the Monthly Collections Report,as well as a current Master, File for each Portfolio. “Master File” means a summary of accountlevel data of the Receivables for each Portfolio, in digital field format on CD-ROM, containingsuch data and fields as Servicer may have on its system of record. “Monthly Collections Report”means a report by Servicer to Palisades showing the following data for the immediately previouscalendar month, as well as totals for year to date and Portfolio lifetime: (i) collections, (ii)Proceeds from sales or leases, (iii) cost of funds calculations, (iv) amounts distributed pursuantto each clause of the Distribution Schedule. If requested by the Secured Lender, Servicer shallprovide copies of each of the items in this paragraph to the Secured Lender, provided that theSecured Lender shall indicate in its request that Palisades has failed to provide such items asrequired in its agreements with the Secured Lender.(b) Servicer shall deliver to Palisades each of the following: 1) within 150 days of the end ofeach fiscal year, (i) annual audited financial statements for Servicer and its consolidatedsubsidiaries, consisting of balance sheets and statements of income and retained earnings and cashflows, setting forth in comparative form in each case the figures for the previous fiscal year,which financial statements shall be prepared in accordance with generally accepted accountingprinciples, consistently applied, and certified without qualification, by an independent certifiedpublic accounting firm of national standing or otherwise reasonably acceptable to Palisades,together with the annual letters to such accountants in connection with their audit examinationdetailing contingent liabilities and material litigation matters, (ii) an annual audit inaccordance with the Statement On Auditing Standards (SAS) No. 70 certified without qualification bysuch accounting firm containing such auditor’s opinion that Servicer’s description of its controlspresents fairly, in all material respects, the relevant aspects of its controls that had been inplace during the last fiscal year, that the controls were suitably designed to achieve thespecified control objectives and that the controls that were tested were operating with sufficienteffectiveness to provide reasonable assurance that the control objectives were achieved during thatfiscal year and (iii) promptly after request by Client, unaudited quarterly financial statements.Client agrees to keep confidential all financial statements received from Servicer provided thatClient may make those financial statements available to its Secured Lender and to investmentbankers provided that they agree to keep those financial statements confidential.7. **Notices**. Section 14 of the Existing Agreement is hereby modified such that the noticeaddresses shall be replaced in their entirety by the following:         If to Servicer: [*]     with a copy to:     [*] ***    Confidential**
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     If to Clients: Palisades Collection, LLC210 Sylvan AvenueEnglewood Cliffs, New Jersey 07632Fax #: (201) 569-4595Attention: Gary Stern, Manager     And Cliffs Portfolio Acquisition I, LLC210 Sylvan AvenueEnglewood Cliffs, New Jersey 07632Fax #: 201-567-2203Attention: Seth C. Berman, Esq.8. **Escrow of Names and Codes**. Section 15(b) of the Existing Agreement is hereby deleted inits entirety and replaced by the following:Servicer shall not be obligated to disclose to Client or Palisades the particularlaw firms and collectors that it uses to collect any Receivables, unless aServicer Event of Default has occurred. Servicer shall, however, provide to a lawfirm designated by Palisades a list of law firms and collectors (and law firm andcollector code numbers) that are identified by code on the reports of theReceivables provided by Servicer to Palisades provided that such law firm agreesto hold those codes in escrow pursuant to the escrow letter attached as Exhibit D.Servicer shall update that list each six months and, after a Servicer Event ofDefault, upon demand.9. **Escrow Letter.** The Escrow Letter referenced in referenced in Section 15(b) of theExisting Agreement and attached to the Existing Agreement as Exhibit D is hereby deleted andreplaced by Exhibit D attached to this Amendment.10. **Successors and Assigns.** Section 20 of the Existing Agreement is hereby deleted andreplaced by the following:This Agreement may not be assigned, in whole or in part, by either party withoutthe prior written consent of the other party. For purposes of this Section 20, anassignment shall be deemed to occur upon any “Change in Control” of any Client. A“Change in Control” shall be deemed to occur upon (i) the merger or consolidationof any Client with another corporation or other entity, whether or not the Clientis a surviving corporation, (ii) the liquidation of a Client or a sale or otherdisposition of substantially all of the assets of a Client, or (ii) any change inthe beneficial ownership or control of the stock or other equity securities of aClient representing greater than 50% of the combined voting power of such Client’sthen outstanding securities.11. **Full force and Effect.**. Except for the modifications described above, all terms andconditions of the Existing Agreement shall remain in full force and effect.
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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first abovewritten.        PALISADES COLLECTION, L.L.C.       By: /s/ Gray Stern       Title: Manager       [*]         By:         Title:              [*]         By:         Title:        ***    Confidential**
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EXHIBIT DESCROW LETTER