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Subservicing Agreement Servicer Subservicer
 RECITALS
 Servicing Agreement Borrower BMO CM
 Collateral Agent
   
 Definitions
  Administrator
 Accepted Servicing Practices




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Bankruptcy Code
 Borrower first Recital
 Business Day
 Collateral
 Collateral Agent second Recital
 Collection Account
 Collection Account Bank
 Collections
 Collection Period
 Cutoff Date
 Exempted Receivables
 Judgment Asset Receivables
 2




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Liquidation Expenses Section 3.02 Section 3.02
 Liquidation Proceeds
 List of Receivables
 Material Adverse Effect
 Obligor
 Officers Certificate
 Paying Receivables
 Person
 Purchase Agreement
 3




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Receivable
 Receivables Assets
 Receivable Files
 Receivables Financing Agreement
 Servicer Preamble
 Subservicer Termination Event Section 5.01
 Servicing Agreement Preamble
 Subservicer Preamble
 Subservicing Agreement Preamble
 Subservicing Fee
 Transfer Date
 Unmatured Subservicer Termination Event
 4




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Representations, Warranties and Covenants of Subservicer
      5




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6




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Section 2.01(v)
     Section 2.01(a)(x)
    7




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Section 2.01
 Servicer Indemnity Servicer Indemnified Party Servicer Indemnified Amounts
 Subservicer Indemnity Subservicer Indemnified Party Subservicer Indemnified Amounts
 
 Subservicer to Service
 8




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Section 4.01
  provided
 9




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Collection of Receivable Payments; Collection Account provided however Section 3.01
 Section 3.06 (which provides that, except in the instances set forth therein,
the remittance of Collections shall net the related Servicing Fees)
 10




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clause (i) (ii)
  Custodial Arrangements
  Section 3.03(a)
 11




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Section 3.03(a) provided however
 except
 Reports to Servicer
    12




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Annual Statement as to Compliance and Audit
  Servicing Compensation provided however
 Section 3.02
 Receivable Reviews
 13




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provided however
 
 Agreements Between Subservicer and Vendors Section 3.03
 Obligation of Subservicer Section
3.01
 No Contractual Relationship Between a Vendor and the Servicer Section 4.04
 Assumption or Termination of Vendor Agreement by Servicer
 14




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Subservicer Termination Event Subservicer Termination Event
      Section 2.01
  15




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Section 5.01 provided however
 Term of Subservicer
  
 Amendments, Etc.
 16




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Acknowledgment of Subservicer
 Notices
 GOVERNING LAW
 Successors and Assigns provided however
 Attorneys Liens
 Quantum Meruit
 Employment
 17




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Severability of Provisions
 Consent to Jurisdiction
 Survival
 Counterparts
 Third Party Beneficiaries
  18




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WOLPOFF & ABRAMSON, L.L.P.,
as subservicerBy:
    /s/ Ronald AbramsonName:   Ronald AbramsonTitle:  Managing PartnerADDRESS:702 King Farm Blvd.5th FloorRockville, MD 20850  S-1




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PALISADES COLLECTION, L.L.C.,
as ServicerBy:
    /s/ Mitchell CohenName:
    Mitchell CohenTitle:
    ManagerADDRESS:
210 Sylvan Avenue
Englewood Cliffs, NJ 07632  S-2




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SCHEDULE 1
  CLASS OF RECEIVABLE
    
    PERCENTAGEAll Receivables directly being serviced by the Subservicer;
provided, for the purposes of clarification, that any
Receivable subserviced by a vendor under this Subservicing
Agreement, will not be deemed to be directly serviced by the
Subservicer
    
    
    24%All other Receivables
    
    
    30%
  Subservicing
Agreement
 S1-1




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LIST OF RECEIVABLES
  S2-1




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##### 



ARTICLE 1.
    
    DEFINITIONS
    
    
    1Section 1.01
    
    Definitions
    
    
    1ARTICLE 2.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    5Section 2.01
    
    Representations, Warranties and Covenants of Subservicer
    
    
    5Section 2.02
    
    Servicer Indemnity
    
    
    8Section 2.03
    
    Subservicer Indemnity
    
    
    8ARTICLE 3.
    
    ADMINISTRATION AND SERVICING OF RECEIVABLES
    
    
    8Section 3.01
    
    Subservicer to Servicer
    
    
    8Section 3.02
    
    Collection of Receivable Payments; Collection Account
    
    
    10Section 3.03
    
    Custodial Arrangements
    
    
    11Section 3.04
    
    Reports to Servicer
    
    
    12Section 3.05
    
    Annual Statement as to Compliance and Audit
    
    
    13Section 3.06
    
    Servicing Compensation
    
    
    13Section 3.07
    
    Receivable Reviews
    
    
    13ARTICLE 4.
    
    VENDORS
    
    
    14Section 4.01
    
    Agreements Between Subservicer and Vendors
    
    
    14Section 4.02
    
    Obligation of Subservicer
    
    
    14Section 4.03
    
    No Contractual Relationship Between a Vendor and the Servicert
    
    
    14Section 4.04
    
    Assumption or Termination of Vendor Agreement by Servicer
    
    
    14ARTICLE 5.
    
    SUBSERVICER TERMINATION EVENT
    
    
    15Section 5.01
    
    Subservicer Termination Event
    
    
    15Section 5.02
    
    Term of Subservicer
    
    
    16ARTICLE 6.
    
    MISCELLANEOUS PROVISIONS
    
    
    17Section 6.01
    
    Amendments, Etc
    
    
    17Section 6.02
    
    Acknowledgment of Subservicer
    
    
    17Section 6.03
    
    Notices
    
    
    17Section 6.04
    
    GOVERNING LAW
    
    
    17Section 6.05
    
    Successors and Assigns
    
    
    17Section 6.06
    

Attorneys Liens
    
    
    17Section 6.07
    
    Quantum Meruit
    
    
    17Section 6.08
    
    Employment
    
    
    18Section 6.09
    
    Severability of Provision
    
    
    18Section 6.10
    
    Consent to Jurisdiction
    
    
    18Section 6.11
    
    Survival
    
    
    18Section 6.12
    
    Counterparts
    
    
    18Section 6.13
    
    Third Party Beneficiaries
    
    
    18
 Subservicing
Agreement
 S-5




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ExhibitsExhibit A
    
    List of Receivables
 Subservicing
Agreement
 S-6