##### 



RECEIVABLES FINANCING AGREEMENT
 dated as of March 2, 2007
 among
 PALISADES ACQUISITION XVI, LLC,
 as Borrower,
 PALISADES COLLECTION, L.L.C.,
 as Servicer,
 FAIRWAY FINANCE COMPANY, LLC,
 as Lender,
 BMO CAPITAL MARKETS CORP.,
 as Administrator and Collateral Agent,
 and
 BANK OF MONTREAL,
 as Liquidity Agent




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ARTICLE IDEFINITIONSSection 1.1
    
    Defined Terms
    
    
    1Section 1.2
    
    Other Definitional Provisions
    
    
    16Section 1.3
    
    Other Terms
    
    
    16Section 1.4
    
    Computation of Time Periods
    
    
    16ARTICLE IITHE LENDERS COMMITMENT, BORROWING PROCEDURES AND LENDER NOTE; HEDGING OF RECEIVABLESSection 2.1
    
    Lenders Commitment
    
    
    16Section 2.2
    
    Borrowing Procedures
    
    
    16Section 2.3
    
    Funding
    
    
    17Section 2.4
    
    Representation and Warranty
    
    
    17Section 2.5
    
    [Reserved]
    
    
    17Section 2.6
    
    Note
    
    
    17Section 2.7
    
    Funding Methods and Maturities
    
    
    17ARTICLE IIIINTEREST, FEES, ETC.Section 3.1
    
    Interest Rates
    
    
    17Section 3.2
    
    Interest Payment Dates
    
    
    18Section 3.3
    
    Fees
    
    
    18Section 3.4
    
    Computation of Interest and Fees
    
    
    18ARTICLE IVREPAYMENTS AND PREPAYMENTS; DISTRIBUTION OF COLLECTIONS; ACCOUNTSSection 4.1
    
    Repayments and Prepayments
    
    
    19Section 4.2
    
    Application of Collections
    
    
    19Section 4.3
    
    Accounts
    
    
    20ARTICLE VPAYMENTSSection 5.1
    
    Making of Payments
    
    
    20Section 5.2
    
    Application of Certain Payments
    
    
    20Section 5.3
    
    Due Date Extension
    
    
    20ARTICLE VIINCREASED COSTS, ETC.Section 6.1
    
    Increased Costs
    
    
    21Section 6.2
    
    Funding Losses
    
    
    22ARTICLE VIICONDITIONS TO BORROWINGSection 7.1
    
    Initial Loan
    
    
    22Section 7.2
    
    All Loans
    
    
    23
 i




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ARTICLE VIIIREPRESENTATIONS AND WARRANTIESSection 8.1
    
    Borrower Representations and Warranties
    
    
    24ARTICLE IXCOVENANTS OF BORROWERSection 9.1
    
    Affirmative Covenants
    
    
    28Section 9.2
    
    Negative Covenants of Borrower
    
    
    32ARTICLE XTERMINATION EVENTS AND THEIR EFFECTSection 10.1
    
    Termination Events
    
    
    34Section 10.2
    
    Effect of Termination Event
    
    
    36ARTICLE XITHE SERVICERSection 11.1
    
    The Servicer
    
    
    36Section 11.2
    
    Certain Agreements of the Servicer
    
    
    36ARTICLE XIIADMINISTRATOR AND COLLATERAL AGENTSection 12.1
    
    Authorization and Action
    
    
    37Section 12.2
    
    Administrators and Collateral Agents Reliance, Etc.
    
    
    37Section 12.3
    
    The Liquidity Agent, the Collateral Agent, the Administrator and Affiliates
    
    
    38Section 12.4
    
    Appointment and Powers of Collateral Agent
    
    
    38Section 12.5
    
    Collateral Agent and Employees of the Collateral Agent
    
    
    39Section 12.6
    
    Successor Agent
    
    
    40Section 12.7
    
    Delegation of Duties
    
    
    41ARTICLE XIIIASSIGNMENTSSection 13.1
    
    Restrictions on Assignments
    
    
    41Section 13.2
    
    Documentation
    
    
    42Section 13.3
    
    Rights of Assignee of Lender
    
    
    42Section 13.4
    
    Notice of Assignment by Lender
    
    
    42ARTICLE XIVINDEMNIFICATIONSection 14.1
    
    General Indemnity of Borrower
    
    
    42Section 14.2
    
    [Reserved]
    
    
    43Section 14.3
    
    Contribution
    
    
    43ARTICLE XVMISCELLANEOUSSection 15.1
    
    No Waiver; Remedies
    
    
    43Section 15.2
    
    Amendments, Etc.
    
    
    44Section 15.3
    
    Notices, Etc.
    
    
    44
 ii




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Section 15.4
    
    Costs, Expenses and Taxes
    
    
    44Section 15.5
    
    Binding Effect; Survival
    
    
    45Section 15.6
    
    Captions and Cross References
    
    
    45Section 15.7
    
    Severability
    
    
    45Section 15.8
    
    Governing Law
    
    
    45Section 15.9
    
    Counterparts
    
    
    45Section 15.10
    
    WAIVER OF JURY TRIAL
    
    
    46Section 15.11
    
    No Proceedings
    
    
    46Section 15.12
    
    ENTIRE AGREEMENT
    
    
    46Section 15.13
    
    Consent to Jurisdiction
    
    
    46Section 15.14
    
    Third Party Beneficiary
    
    
    47Section 15.15
    
    Confidentiality
    
    
    47
 iii




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Exhibit A
    
    Form of Borrowing Request (Section 2.2)Exhibit B
    
    Form of Lender Note (Section 2.6)Exhibit C
    
    Form of Periodic Report (Section 9.1.8(c))Exhibit D
    
    List of ReceivablesExhibit E
    
    List of SellersSchedule 8.1.17
    
    Perfection Representations, Warranties and Covenants
 iv




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RECEIVABLES FINANCING AGREEMENT
 Borrower Servicer Lender BMO CM Administrator Collateral Agent BMO Liquidity Agent
 BACKGROUND
    
 Defined Terms
 Accepted Servicing Practices Section 11.2(a)
 Administrator Preamble
 Adverse Claim
 Affected Party
 Affiliate Affiliated
 Aggregate Collection Rate
 Agreement




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Alternate Reference Rate per
annum
  per
annum
 Applicable Percentage
 Asta
 Bank Rate per annum per annum provided however
 Bankrupt Receivable
 Bankruptcy Code et seq.
 BMO Preamble
 BMO CM Preamble
 Borrower
 Borrowing Base
 Borrowing Base Deficit
 Borrowing Request Section 2.2
 Business Day
 Change in Control
 2




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Collateral
 Collateral Agent Preamble
 Collection Account
 Collection Account Agreement
 Collection Account Bank Section 9.2.7
 Collection Period
 Collection Rate
 Collections Section 3.02
 Commercial Paper Notes
 Commercial Paper Rate per annum provided per annum plus per annum
 Commitment Fee
 Commitment Fee Rate
 3




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Commitment Termination Date
 Contingent Liability
 CP Funded Loan Section 3.1(a)
 CP Tranche Maturity Date
 CP Tranche Period Section 2.7
 Cutoff Date Exhibit F-1
 Deemed Transfer Date Exhibit F-1
 Default Interest Sections 3.1(a) (b)
 Discount Rate Section 3.1
 Discounted Balance provided however
 Distribution Date th Section 10.2
 Dollar(s) $
 Eligible Receivable
   4




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Section 8.1.8
          provided however
 ERISA
 Eurodollar Loan
 Eurodollar Rate (Reserve Adjusted) per annum
 LIBO
 5




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Eurodollar Reserve Percentage
 LIBO per annum
  Event of Bankruptcy
   Expected Collections
 Expected Pool Collections Section 7.2.3
 Facility Limit Section 2.1
 Federal Funds Rate per
annum
 6




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Fee Letter Section 3.3
 Fees
 Financial Officer Section 9.1.8(a)
 Fiscal Quarter
 Fiscal Year
 GAAP
 IDB Loan Agreement
 Indebtedness
 Indemnified Amounts Section 14.1
 Indemnified Party Section 14.1
 7




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Interest Period
  Section 2.7 provided
     Lender Preamble
 Lender Note Section 2.6
 Lenders Commitment Section 2.1
 Liquidation Expenses
 Liquidity Agent Preamble
 Liquidity Agreement
 Liquidity Provider
 List of Receivables Exhibit
D
 Loan
 Material Adverse Effect
 8




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Month End Date
 Moodys
 Obligations
 Obligor
 Originator
 Perfection Representations Schedule 8.1.17
 Periodic Report Section 9.1.8(c)
 Permitted Investments
  clause (iii)
  clauses (i) (ii) clause (ii)
 clauses (i) (iv)
 9




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Person
 Pool
 Program Document
 Program Fee
 Program Fee Rate
 Qualifying Hedge Agreement
     Rating Agencies
 Receivable
 Receivable Files
 10




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Regulatory Change
 clause (a)(i) clause (a)(i) (a)(ii)
 clause (a)(i) (a)(ii) (a)(iii)
 clause (a)(ii)
 S&P
 Sale Agreement
 Scheduled Commitment Termination Date
 Secured Parties
 Security Agreement
 Seller Exhibit E
 Servicer Preamble
 Servicing Agreement
 Servicing Fee
 Stated Maturity Date provided however Section 10.2
 Subsidiary
 Subservicer
 11




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Tangible Net Worth
 Termination Event Section 10.1
 Transaction Documents
 Transfer Agreement
 Transfer Date
 UCC
 Undertaking Agreement
 Unmatured Termination Event
 Other Definitional Provisions
  Section 1.1 Section 1.1
  Other Terms
 Computation of Time Periods
 12




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Lenders Commitment Lenders
Commitment Section 2.2 provided however Facility Limit
 Borrowing Procedures Borrowing Request Exhibit A Section 2.2
 Funding Article VII Section 2.1
 Representation and Warranty Section
2.2 Article VII
 [Reserved]
 Note Lender
Note Exhibit B inter alia provided however
 Funding Methods and Maturities provided however provided further
 
 Interest Rates
 13




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CP Funded
Loans per annum
 per annum
 per annum
 Interest Payment Dates
    Section 10.2
 Fees Fee
Letter
 Computation of Interest and Fees
 
 Repayments and Prepayments Section
6.2
 provided however
 clause fourth Section 4.2(b)
 Section 10.2 Section 10.2(a)
 14




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Section
6.2
 Application of Collections
 Section 4.3 Section 3.2 Section 4.1(a) Section
4.2
 Section 4.3
 first
 second
 third
 fourth full repayment of all principal of the Loans, to the extent
funds are available
 fifth
 sixth
 seventh
 Accounts
 
 Making of Payments
 15




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Application of Certain Payments
 Due Date Extension
 
 Increased Costs
  Section 3.1
    16




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Section 6.1
 Foreign Lender
 Funding Losses
 
 Initial Loan Section 7.2
 Authority; Transaction Documents
 Consents, etc
 Incumbency and Signatures
 Good Standing Certificates
 Financing Statements
 17




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Search Reports Section 7.1.5
 Fee Letter; Payment of Fees Section 15.4 (to be paid to the Administrator only)
 Closing Certificate Section 7.2
 Opinions of Counsel
 Borrowing Base Calculation
 Other
 All Loans
 No Default, etc. Article VIII Section 8.1.14
 Borrowing Request, etc. Section 2.2 Section 7.2.3
 Delivery of Receivables and Related Items
 Commitment Termination Date
 18




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Borrower Representations and Warranties
 Organization and Good Standing, etc.
 Power and Authority; Due Authorization
 No Violation
 Validity and Binding Nature
 Government Approvals Section 7.1.5
 Financial Condition
 Margin Regulations
 19




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Quality of Title
 Accuracy of Information Section 8.1.9
 Offices Section 15.3 Section 9.1.5
 Trade Names
 Taxes
 Compliance with Applicable Laws; Licenses, etc
   No Proceedings
 20




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Investment Company Act, Etc.
 Eligible Receivables
 Perfection Representations
 Solvency
 Obligor Names
 Compliance
 
 Affirmative Covenants
 Compliance with Laws, Etc.
 Preservation of Existence
 Audits 21
       clause
(i)(A) clause (i) it being understood clause (ii)
 Keeping of Records and Books of Account
 Location of Records Section 8.1.10 Section 3.1(b) provided however
 Accepted Servicing Practices
 Separate Existence Section 9.1.2
    22




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Reporting Requirements of Borrower Parent
 Quarterly Financial Statements Financial Officer
 23




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Annual Financial Statements
 Periodic Reports Exhibit C Periodic Report
 Proceedings Section 8.1.14
 Litigation Section 8.1.14
  Notice of Material Events and Impairments Section
8.1.9
 Termination Events
 Borrowers Name, Identity, Etc.
 Other
 Use of Proceeds
 Interest Rate Hedge 24
        Opinions of Counsel
 Negative Covenants of Borrower Section 9.2
 Sales, Liens, Etc. provided however clauses (i) (ii) clause (i)(b)
 Mergers, Acquisitions, Sales, Subsidiaries, etc
  25




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Amendments to Certain Document
 Incurrence of Indebtedness except
 Deposits
 Change in Business Policy
 Change in Payment Instructions or Accounts
 
 Termination Events
 Non-Payment of Loans, Etc.
 26




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Non-Compliance with Other Provisions
 Breach of Representations and Warranties Section 9.1.8(a) (b)
 Bankruptcy
 Borrowing Base Deficit
 Non-Payment of Other Indebtedness, etc. Section 10.1.6
 Tax Liens; ERISA Liens
 Validity of Transaction Documents
 Change in Control
 Defaults Under Other Agreement
 Hedge Agreement Section 9.1.10
 Tangible Net Worth 27
       Leverage
 Effect of Termination Event
 Optional Termination Section 10.1.4)
 Automatic Termination Section 10.1.4
 
 The Servicer Section 9.1.3
 Certain Agreements of the Servicer
 Change in Accepted Servicing Practices
 Agreement Not to Resign
 Designation of Servicer
 Termination
 
 Authorization and Action
 Administrators and Collateral Agents Reliance, Etc.
 28




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The Liquidity Agent, the Collateral Agent, the Administrator and Affiliates
 Appointment and Powers of Collateral Agent
   29




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Collateral Agent and Employees of the Collateral Agent
 Section 12.5(d)
     30




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Successor Agent Article XII
 Delegation of Duties
 
 Restrictions on Assignments provided however
  31




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Section 13.1
  Documentation
 Rights of Assignee of Lender Article XIII Section 6.1
 Notice of Assignment by Lender Article XIII
 
 General Indemnity of Borrower Indemnified Party Indemnified Amounts excluding however
   32




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Contribution Section 14.1
 
 No Waiver; Remedies
 33




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Amendments, Etc.
 Notices, Etc Section 2.2
 Costs, Expenses and Taxes Section
14.1
 Section 9.1.3
  Survivability Article VI Article XIV provided however Article XIII Article VIII Article XIV Article VI Sections 15.4 15.12
 34




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Captions and Cross References
 Severability
 Governing Law
 Counterparts
 WAIVER OF JURY TRIAL
 No Proceedings
 Section 15.11
  Section 15.11
 ENTIRE AGREEMENT
 35




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Consent to Jurisdiction
 Third Party Beneficiary
 Confidentiality
 provided provided further it being understood and
agreed
 provided provided further
  36




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PALISADES ACQUISITION XVI, LLC,as BorrowerBy:
    
    /s/ Mitchell CohenName:
    
    Mitchell CohenTitle:
    
    ManagerAddress:
    
    210 Sylvan AvenueEnglewood Cliffs, NJ 07632Attention:
    
    Mitchell CohenFacsimile:
    
    201-569-4595




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PALISADES COLLECTION, L.L.C.,as ServicerBy:
    
    /s/ Mitchell CohenName:
    
    Mitchell CohenTitle:
    
    ManagerAddress:
    
    210 Sylvan AvenueEnglewood Cliffs, NJ 07632Attention:
    
    Mitchell CohenFacsimile:
    
    201-569-4595




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FAIRWAY FINANCE COMPANY, LLC,as LenderBy:
    
    /s/ Amy S. KeithName:
    
    Amy S. KeithTitle:
    
    Vice PresidentAddress:
    
    c/o Lord Securities Corporation48 Wall Street, 27th FloorNew York, New York 10005Attention:
    
    Orlando FigueroaFacsimile:
    
    (212) 346-9012




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BMO CAPITAL MARKETS CORP.,as Administrator and as Collateral AgentBy:
    
    /s/ John PappanoName:
    
    John PappanoTitle:
    
    Managing DirectorAddress:
    
    115 S. LaSalle Street, Floor 13WChicago, Illinois 60603Attention:
    
    Conduit AdministrationTelephone:
    
    (312) 461-5640Facsimile:
    
    (312) 293-4908




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BANK OF MONTREAL,as Liquidity AgentBy:
    
    /s/ Masami HidaName:
    
    Masami HidaTitle:
    
    Vice PresidentAddress:
    
    115 S. LaSalle Street, Floor 12WChicago, Illinois 60603Attention:
    
    Masami HidaTelephone:
    
    (312) 461-7280Facsimile:
    
    (312) 750-6057




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Exhibit A




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Exhibit B
  $226,638,000.00
    
    March 5, 2007
 Borrower Lender Receivables Financing Agreement Administrator




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THIS LENDER NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF NEW YORK (WHICH SHALL BE DEEMED TO INCLUDE SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO ANY OTHERWISE APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS.
 PALISADES ACQUISITION XVI, LLC,as BorrowerBy:Name:Title:




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Exhibit C




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Exhibit D




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Exhibit E
 LIST OF SELLERS




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Schedule 8.1.17
   General
    Creation
   Perfection
     Priority




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Survival of Perfection Representations
 No Waiver
 Servicer to Maintain Perfection and Priority Filing
 2