any amount owing under the Loan Agreement or this Note in respect of the Advances made byLender to Borrowers.          The principal amount of the indebtedness evidenced hereby shall be payable in the amounts andon the dates specified in the Loan Agreement, the terms of which are hereby incorporated herein byreference. Interest thereon shall be paid until such principal amount is paid in full at suchinterest rates and at such times, and pursuant to such calculations, as are specified in the LoanAgreement. The entire unpaid balance shall be immediately due and payable in full on theCommitment Termination Date.          If any payment on this Note becomes due and payable on a day other than a Business Day, thematurity thereof shall be extended to the next succeeding Business Day (except as set forth in thedefinition of LIBOR Period) and, with respect to payments of principal, interest thereon shall bepayable at the then applicable rate during such extension.          This Note is secured by the Collateral. Borrowers shall have no right to prepay this Note,except as expressly permitted or required under the Loan Agreement.          Upon the occurrence and during the continuance of any Default, which is not reasonably capableof being cured, or Event of Default, this Note may, when and as provided in the Loan Agreement, andwithout demand, notice or legal process of any kind, be declared, and immediately shall become, dueand payable.          Time is of the essence of this Note.          In the event of any conflict between the terms of this Note and the terms of the LoanAgreement, the terms of the Loan Agreement shall prevail. All of the terms, covenants, provisions,conditions, stipulations, promises and agreements contained in the Loan Agreement to be kept,observed and/or performed by the undersigned are made a part of this Note and are incorporated intothis Note by this reference to the same extent and with the same force and effect as if they werefully set forth in this Note; the undersigned promise and agree to keep, observe and perform themor cause them to be kept, observed and performed, strictly in accordance with the terms andprovisions thereof.          Each party liable on this Note in any capacity, whether as maker, endorser, surety, guarantoror otherwise, (i) waives presentment for payment, demand, protest and notice of presentment, noticeof protest, notice of non-payment and notice of dishonor of this debt and each and every othernotice of any kind respecting this Note and all lack of diligence or delays in collection orenforcement hereof; (ii) agrees that Lender at any time or times, without notice to the undersignedor its consent, may grant extensions of time, without limit as to the number of the aggregateperiod of such extensions, for the payment of any principal, interest or other sums due hereunder;(iii) to the extent permitted by law, waives all exemptions under the laws of the State of New Yorkand/or any state or territory of the United States; (iv) to the extent permitted by law, waives thebenefit of any law or rule of law intended for its advantage or protection as an obligor under thisNote or providing for its release or discharge from liability on this Note, in whole or in part, onaccount of any facts or circumstances other than full and complete payment of all amounts due underthis Note; and (v) in accordance with, and to the extent provided in, the
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Loan Agreement, agrees to pay, in addition to all other sums of money due, all cost ofcollection and attorney’s fees, whether suit be brought or not, if this Note is not paid in fullwhen due, whether at the stated maturity or by acceleration.          If any term, provision, covenant or condition of this Note or the application of any term,provision, covenant or condition of this Note to any party or circumstance shall be found by acourt of competent jurisdiction to be, to any extent, invalid or unenforceable, then the remainderof this Note and the application of such term, provision, covenant, or condition to parties orcircumstances other than those as to which it is held invalid or unenforceable, shall not beaffected thereby, and each term, provision, covenant or condition shall be valid and enforced tothe fullest extent permitted by law. Upon determination that any such term, provision, covenant orcondition is invalid, illegal or unenforceable, Lender may, but is not obligated to, advance fundsto Borrowers under this Note until Borrowers and Lender amend this Note so as to effect theoriginal intent of the parties as closely as possible in a valid and enforceable manner.          Except as provided in the Loan Agreement, this Note may not be assigned by Lender to anyPerson.          **THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE.**[SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties hereto have executed this Note as of the date first abovewritten.**ASTA FUNDING ACQUISITION I, LLC**