Exhibit 10.2
         .




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Servicing Agreement Borrower Palisades Collection Servicer BMO CM Collateral Agent
 R E C I T A L S
 Lender Administrator Liquidity Agent Receivables Financing Agreement
 Security
Agreement
  Existing Servicing
Agreement




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ARTICLE I
 Definitions
  Administrator first Recital
 Borrower Preamble
 Collateral Agent Preamble
 Exempted Receivables
 Judgment Asset Receivables
 Lender first Recital
 Liquidation Expenses Section 3.02 Section 3.02
 Liquidation Proceeds
 Loan Agreement Loan Agreement
 -2-




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Officers Certificate
 Palisades Collection Preamble
 Paying Receivables
 Receivables Financing Agreement first
Recital
 Security Agreement second Recital
 Servicer Section 5.02
 Servicer Extension Notice Section 5.03
 Servicer Termination Event Section 5.01
 Servicing Agreement Preamble
 Servicing Fee Schedule 1 Schedule 1 Section 5.02
 Subservicer Section 4.01
 Subservicing Agreement Section 4.01, each as set forth on Schedule 2
 -3-




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Unifund Servicing Agreement
 Unmatured Servicer Termination Event
 W&A Subservicing Agreement
 Terms Defined in Receivables Financing Agreement
 ARTICLE II
 Representations, Warranties and Covenants of Servicer
   -4-




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-5-




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Section 2.01(v)
   -6-




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Section 2.01(a)(x)
   Section 9.1.7
   -7-




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-8-




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Section 2.01
 Indemnity of Initial Servicer excluding however
      -9-




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the Receivables
Financing Agreement
  Section 2.02
 ARTICLE III
 Servicer to Act as Servicer of Receivables Section 4.01
  -10-




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'

provided Section
4.01
  -11-




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Collection of Receivable Payments; Collection Account provided however Section 3.01
 Section 3.06
  Section 4.1
  -12-




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clause (i) (ii)
 Schedule 2
 Custodial Arrangements
  Section 3.03(a) Section 3.03(a) provided however
 except
 -13-




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Reports to Collateral Agent and Borrower
 Schedule 2 Section 9.1.8(c)
  Annual Statement as to Compliance
 Servicing Compensation Schedule 2 Section 4.2 provided however
 Section
3.02
 Receivable Reviews
 -14-




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provided however
 ARTICLE IV
 Subservicing Agreements Between Servicer and the Subservicers Schedule 2 Schedule 2 Section 3.03
 Obligation of Servicer Section
3.01
 No Contractual Relationship Between a Subservicer and Borrower or Collateral
Agent
 -15-




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Section 4.04
 Assumption or Termination of Subservicing Agreement by Collateral Agent Section 3.01
  ARTICLE V
 Servicer Termination Event Servicer Termination Event
   -16-




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Section 2.01
      -17-




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Schedule 2 Section 5.02 provided however Section 5.01 provided however Section 4.2
 Appointment of Successor Section 5.01 provided however provided however
 Term of Servicer provided Section 4.04
 -18-




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Term of Agreement
 ARTICLE VI
 Amendments, Etc.
 Acknowledgment of Servicer and Subservicers
 Notices
 GOVERNING LAW
 -19-




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Successors and Assigns provided however
 Severability of Provisions
 Consent to Jurisdiction
 Counterparts
 Survival Section 2.02
 -20-




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PALISADES ACQUISITION XVI, LLCBy:
    /s/ Mitchell CohenName:
    Mitchell CohenTitle:
    Manager




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PALISADES COLLECTION, L.L.C.,
   as the ServicerBy:
    /s/ Mitchell CohenName:
    Mitchell CohenTitle:
    Manager




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BMO CAPITAL MARKETS CORP.
   as the Collateral AgentBy:
    
    
    
    /s/ John PappanoName:
    
    John PappanoTitle:
    
    Managing Director




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ACKNOWLEDGED AND AGREED:FAIRWAY FINANCE COMPANY, LLCBy:
    
    /s/ Philip A. MartoneName:
    
    Philip A. MartoneTitle:
    
    Vice President




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ACKNOWLEDGED AND AGREED:BANK OF MONTREALBy:
    
    /s/ Masami HidaName:
    
    Masami HidaTitle:
    
    Vice President




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CLASS OF RECEIVABLE
    
    PERCENTAGEReceivables directly being serviced by the Servicer or a Subservicer; provided, for the purposes of clarification, that
any Receivable subserviced by a vendor under a Subservicing
Agreement, will not be deemed to be directly serviced by the
Servicer or a Subservicer
    
    
    24
    %All Bankrupt Receivables
    
    
    50
    %All Receivables outside of the related statute of limitations
    
    
    50
    %All other Receivables
    
    
    30
    %
   
    
    35% of gross collections (as defined in the master servicing agreement, dated as of
March 28, 2008, between the Servicer and Unifund CCR Partners)
    
    plus $275,000 per month through May 2009, inclusive
    
    plus 3% of gross cash receipts (as defined in the management agreement), dated as of
March 28, 2008, between the Servicer and Unifund CCR Partners) for the first $500,000,000
of gross cash receipts on all Receivables under this Servicing Agreement
    
    plus 7% of gross cash receipts (as defined in the management agreement), dated as of
March 28, 2008, between the Servicer and Unifund CCR Partners) thereafter on all
Receivables under this Servicing Agreement
  
    
    50% of gross cash receipts
  
    
    For Receivables identified as recalls: 32% of gross cash receipts or
    
    For Receivables identified as Telecom accounts: 30% of gross cash receipts for a
six-month trial period or
    
    For all other Receivables, 30% of gross cash receipts plus




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
    
    For all Receivables (a) for which a judgment has been rendered within the preceding
three years or (b) for which suit had been filed in the preceding twelve months that is in
post judgment enforcement, in each case to the extent such Receivable has been closed or
recalled from the Subservicer for reasons unrelated to the Subservicers breach of or
failure to perform under the Subservicing Agreement before payments or promises for
payments have been made, a 5% non-contingent fee payable upon such closing or recall




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
    
    Weekly net Collections under the Allied Subservicing Agreement, the Active Subservicing
Agreement, the Plaza Subservicing Agreement, the FMS Inc. Subservicing Agreement, the
Penncro Subservicing Agreement, the Constar Subservicing Agreement, the AC Subservicing
Agreement and the TRAKAmerica Subservicing Agreement are remitted to the Servicer by the
following Tuesday
    
    Weekly net Collections under the Unifund Subservicing Agreement are remitted to the
Servicer by the following Wednesday
    
    Weekly net Collections under the FMS Subservicing Agreement are remitted to the Servicer
by the third business day of the following week




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
    
    Reports under the Unifund Subservicing Agreement are furnished to the Servicer monthly
by the 12th of each month
    
    Reports under the Allied Subservicing Agreement, the Penncro Subservicing Agreement, the
Constar Subservicing Agreement, the AC Subservicing Agreement and the FMS Inc. Subservicing
Agreement are furnished to the Servicer monthly by the last Tuesday of each month
    
    Reports under the FMS Subservicing Agreement are furnished to the Servicer monthly by
the 10th of each month
    
    Reports under the Active Subservicing Agreement, the Plaza Subservicing Agreement and
the TRAKAmerica Subservicing Agreement are furnished to the Servicer monthly by the last
Wednesday of each month
        
    
    Unifund CCR Partners pursuant to the Unifund Subservicing Agreement
    
    Wolpoff & Abramson, L.L.P. and Axiant, LLC pursuant to the W&A Subservicing Agreement
    
    Allied International Credit Corp. pursuant to the agency collection agreement, dated
October 5, 2007 (the Allied Subservicing Agreement), between Allied International Credit
Corp. and the Servicer
    
    FMS Investment Corp. pursuant to the agency collection agreement, dated December 13,
2006 (the FMS Subservicing Agreement), between FMS Investment Corp. and the Servicer
    
    Active Credit Services, Inc. pursuant to the agency collection agreement, dated April
20, 2006 (the Active Subservicing Agreement), between Active Credit Services, Inc. and
the Servicer
    
    Aid Associates Inc. dba Plaza Associates pursuant to the agency collection agreement,
dated April 11, 2006 (the Plaza Subservicing Agreement), between Aid Associates Inc. dba
Plaza Associates and the Servicer




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
    
    Data Search NY, Inc. d/b/a TRAKAmerica pursuant to the collection management agreement,
dated December 12, 2007 (the TRAKAmerica Subservicing Agreement), between Data Search NY,
Inc. d/b/a TRAKAmerica dba TRAKAmerica and the Servicer
    
    FMS Inc. pursuant to the agency collection agreement, dated November 15, 2007, (the FMS
Inc. Subservicing Agreement), between FMS Inc. and the Servicer
    
    Penncro Associates, Inc. pursuant to the agency collection agreement, dated October 4,
2007 (the Penncro Subservicing Agreement), between Penncro Associates, Inc. and the
Servicer
    
    Constar Financial Services, LLC pursuant to the agency collection agreement, dated
November 11, 2007 (the Constar Subservicing Agreement), between Constar Financial
Services, LLC and the Servicer
    
    American Coriadus International LLC pursuant to the agency collection agreement, dated
September 13, 2007 (the AC Subservicing Agreement), between American Coriadus
International LLC and the Servicer
         Schedule 2




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ARTICLE 1.
    
    DEFINITIONS
    
    
    2Section 1.01
    
    Definitions
    
    
    2Section 1.02
    
    Terms Defined in Receivables Financing Agreement
    
    
    4ARTICLE 2.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    4Section 2.01
    
    Representations, Warranties and Covenants of Servicer
    
    
    4Section 2.02
    
    Indemnity of Initial Servicer
    
    
    9ARTICLE 3.
    
    ADMINISTRATION AND SERVICING OF RECEIVABLES
    
    
    10Section 3.01
    
    Servicer to Act as Servicer of Receivables
    
    
    10Section 3.02
    
    Collection of Receivable Payments; Collection Account
    
    
    12Section 3.03
    
    Custodial Arrangements
    
    
    13Section 3.04
    
    Reports to Collateral Agent and Borrower
    
    
    14Section 3.05
    
    Annual Statement as to Compliance
    
    
    14Section 3.06
    
    Servicing Compensation
    
    
    14Section 3.07
    
    Receivable Reviews
    
    
    14ARTICLE 4.
    
    SUBSERVICERS
    
    
    15Section 4.01
    
    Subservicing Agreements Between Servicer and the Subservicers
    
    
    15Section 4.02
    
    Obligation of Servicer
    
    
    15Section 4.03
    
    No Contractual Relationship Between a Subservicer and Borrower or Collateral Agent
    
    
    15Section 4.04
    
    Assumption or Termination of Subservicing Agreement by Collateral Agent
    
    
    16ARTICLE 5.
    
    SERVICER TERMINATION EVENT
    
    
    16Section 5.01
    
    Servicer Termination Event
    
    
    16Section 5.02
    
    Appointment of Successor
    
    
    18Section 5.03
    
    Term of Servicer
    
    
    18Section 5.04
    
    Term of Agreement
    
    
    19ARTICLE 6.
    
    MISCELLANEOUS PROVISIONS
    
    
    19Section 6.01
    
    Amendments, Etc
    
    
    19Section 6.02
    
    Acknowledgment of Servicer
    
    
    19Section 6.03
    
    Notices
    
    
    19Section 6.04
    
    GOVERNING LAW
    
    
    19Section 6.05
    
    Successors and Assigns
    
    
    20Section 6.06
    
    Severability of Provisions
    
    
    20Section 6.07
    
    Consent to Jurisdiction
    
    
    20Section 6.08
    
    Counterparts
    
    
    20Section 6.09
    
    Survival
    
    
    20




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ExhibitsExhibit A
    
    List of ReceivablesSchedulesSchedule 1
    
    Servicing Fee ScheduleSchedule 2
    
    Modification Schedule