NOW, THEREFORE, THE PARTIES HERETO FOR GOOD AND VALUABLE CONSIDERATION AGREE AS FOLLOWS:          1. DEFINED TERMS.               (a) Unless otherwise defined herein, terms defined in the Guaranty are used in this SecurityAgreement (including the recitals hereof) as therein defined. All other terms contained in thisSecurity Agreement, unless the context indicates otherwise or such terms are defined below, havethe meanings provided for by the UCC to the extent the same are used or defined therein and,otherwise, as set forth in the Guaranty. In addition, the following terms shall have the followingmeanings (such meanings to be applicable to both the singular and plural forms of the termsdefined):               “Asta Funding” has the meaning set forth in the preamble; or its permittedsuccessors or assigns.               “Collateral” has the meaning set forth in Section 2.               “Asta Group” has the meaning set forth in the preamble; or its permittedsuccessors or assigns.               “Event of Default” has the meaning set forth in either of the Notes.               “Excluded Assets” has the meaning set forth in Section 2(a).               “Guaranty” has the meaning set forth in the preamble.               “IDB” means Israel Discount Bank of New York, a New York banking corporation, in itscapacity as collateral agent, together with its successors and assigns.               “Loan Agreement” means the Fourth Amended and Restated Loan Agreement, entered into asof July 11, 2006, by and among Asta Funding, each of the borrowers party thereto, each of theguarantors party thereto, IDB and Merrill Lynch Capital, as amended, supplemented or otherwisemodified from time to time.               “Intercreditor Agreements” means the Senior Lender Intercreditor Agreement and theJunior Lender Intercreditor Agreement.               “Junior Lender Intercreditor Agreement” means the intercreditor agreement, dated as ofthe date hereof, by and between Asta Group and the BMO Collateral Agent.               “Lien” means any mortgage, lien, pledge, charge, right, claim, security interest orencumbrance of any kind of or on any Person’s assets or properties in favor of any other Person(including any UCC financing statement or any similar instrument filed against such Person’s assetsor properties).
 

 
               “Permitted Encumbrances” means any “Senior Lien” (as defined in the Senior LenderIntercreditor Agreement), any “Junior Lien” (as defined in the Junior Lender IntercreditorAgreement), Liens permitted under any “Senior Indebtedness” (as defined in the Senior LenderIntercreditor Agreement) or otherwise consented to by the “Senior Agent” (as defined in the SeniorLender Intercreditor Agreement), and purchase money Liens against assets other than Portfolios.               “Portfolio” means each group or pool or consumer loans acquired by any of theBorrowers (as defined in the IDB Loan Agreement) from a single seller (or seller and itsaffiliates) in a single purchase transaction, which consumer loans are recorded and administered inthe books and records of the Borrower acquiring the same as a separate group or pool of consumerloans.               “Portfolio Acquisition Document” means the purchase and other agreements between aCredit Party (as defined in the Loan Agreement) and the seller of each Portfolio, as each may beamended.               “Security Agreement” has the meaning set forth in the preamble.               “Senior Lender Creditor Intercreditor Agreement” means the subordination andintercreditor agreement, dated as of the date hereof, by and between IDB and Asta Group.               “Servicing Agreement” has the meaning set forth in Section 2(a)(xvii).               “Tangible Net Worth” means, with respect to the Grantors, the aggregate shareholders’equity (or the equivalent thereof) of the Grantors calculated in accordance with GAAP consistentlyapplied after subtracting therefrom the aggregate amount of the Grantors’ intangible assets (asdetermined in accordance with GAAP), including, without limitation, goodwill, franchises, licenses,patents, trademarks, tradenames, copyrights and service marks and after subtracting any equity ofthe Borrower calculated in accordance with GAAP.               “Tangible Net Worth Trigger Event” means on any date that the Tangible Net Worth isless than $50,000,000.               (b) “UCC jurisdiction” means any jurisdiction that has adopted all or substantially all ofArticle 9 as contained in the 2000 Official Text of the Uniform Commercial Code, as recommended bythe National Conference of Commissioners on Uniform State Laws and the American Law Institute,together with any subsequent amendments or modifications to the Official Text.          2. GRANT OF LIEN.               (a) To secure the prompt and complete payment, performance and observance of all of theGuaranteed Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges,hypothecates and transfers to Asta Group, a security interest in and Lien that is prior to any Lienor security interest other than Permitted Encumbrances upon all of its right, title and interestin, to and under all property, including personal property and other assets,
 

 
whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor(including under any trade names, styles or derivations thereof), and whether owned or consigned byor to, or leased from or to, such Grantor, and regardless of where located (all of which beinghereinafter collectively referred to as the “Collateral”), including, without limitation,the following:                    (i) all Accounts;                    (ii) all Chattel Paper (including Electronic chattel paper and Tangible chattel paper);                    (iii) all Documents;                    (iv) all General Intangibles (including Payment intangibles and Software and tax refunds);                    (v) all Contracts;                    (vi) all Licenses;                    (vii) all Goods (including Inventory, Equipment and Fixtures);                    (viii) all Consumer Loans;                    (ix) all Instruments;                    (x) all Investment Property;                    (xi) all Intellectual Property;                    (xii) all Deposit Accounts and Securities Accounts of any Grantor, and all other bank accountsand all deposits therein;                    (xiii) all money, cash or cash equivalents of any Grantor;                    (xiv) all Supporting Obligations and Letter-of-credit rights of any Grantor;                    (xv) all Commercial tort claims;                    (xvi) without limiting any of the foregoing, all Portfolios and Portfolio AcquisitionDocuments and all accounts receivable, consumer receivables, rights to payment of a monetaryobligation, whether or not earned by performance, and other Accounts constituting any or all of thePortfolios;                    (xvii) the Collateral (as defined in the Senior Lender Intercreditor Agreement); and
 

 
                    (xviii) all right, title and interest of Grantors in and to all servicing agreements, masterservicing agreements, servicing and collection agreements and other similar contracts andagreements relating to any Portfolio (or any portion of a Portfolio) or Account (the “ServicingAgreements”) and any right to payment arising under the Servicing Agreements; and to the extentnot otherwise included, all Proceeds, tort claims, insurance claims and other rights to paymentsnot otherwise included in the foregoing and products of the foregoing and all accessions to,substitutions and replacements for, and rents and profits of, each of the foregoing.Notwithstanding the foregoing, the Collateral shall not include any assets leased or licensed toany Grantor from any unaffiliated third party if the granting of a security interest therein isprohibited by or otherwise would materially breach the terms of such lease or license (the propertycovered by such lease or license being hereinafter referred to as “Excluded Assets”).          3. COLLATERAL AGENT’S AND SECURED PARTIES’ RIGHTS: LIMITATIONS ON COLLATERAL AGENT’S ANDSECURED PARTIES’ OBLIGATIONS.               (a) It is expressly agreed by Grantors that, anything herein to the contrary notwithstanding,each Grantor shall remain liable for the Collateral and all aspects of the Collateral. Asta Groupshall have no obligation or liability under any Contract or License by reason of or arising out ofthis Security Agreement or the granting herein of a security interest or Lien thereon or thereceipt by Asta Group of any payment relating to any Contract or License pursuant hereto. AstaGroup shall not be required or obligated in any manner to perform or fulfill any of the obligationsof any Grantor under or pursuant to any Contract or License, or to make any payment, or to make anyinquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of anyperformance by any party under any Contract or License, or to present or file any claims, or totake any action to collect or enforce any performance or the payment of any amounts which may havebeen assigned to it or to which it may be entitled at any time or times.               (b) Subject to the terms of the Intercreditor Agreements and the limitations set forth in theGuaranty, Asta Group may, at any time upon the occurrence and continuance of an Event of Default,upon notice to any Grantor, notify account debtors and/or servicers thereof and other Personsobligated on the Collateral that Asta Group has a security interest therein, and that paymentsshall be made directly to Asta Group upon the occurrence of an Event of Default. Subject to theterms of the Intercreditor Agreements and the limitations set forth in the Guaranty, upon theoccurrence and during the continuance of an Event of Default, at the request of Asta Group, in itsreasonable business discretion, each Grantor shall notify account debtors and other Personsobligated on the Collateral that Asta Group has a first-priority security interest in theCollateral (subject to Permitted Encumbrances). Once any such notice has been given to any accountdebtor or other Person obligated on the Collateral, the affected Grantor shall not give anycontrary instructions to such account debtor or other Person without Asta Group’s prior writtenconsent.               (c) Subject to the terms of the Intercreditor Agreements and the limitations set forth in theGuaranty, Asta Group may at any time in Asta Group’s own name, in the name of a nominee of AstaGroup or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) withaccount debtors and/or servicers thereof, any parties to
 

 
Contracts and obligors in respect of Instruments to verify, to Asta Group’s satisfaction, theexistence, amount, terms of, and any other matter relating to, Accounts, payment intangibles,Instruments or Chattel Paper or other Collateral.          4. REPRESENTATIONS AND WARRANTIES. Each Grantor represents and warrants that:               (a) Each Grantor has rights in and the power to transfer each item of the Collateral (otherthan Excluded Assets) upon which it purports to grant a security interest and Lien hereunder, freeand clear of any and all Liens other than Permitted Encumbrances.               (b) No effective security agreement, financing statement, equivalent security or Lieninstrument or continuation statement covering all or any part of the Collateral is on file or ofrecord in any public office, except such as may have been filed (i) by any Grantor in favor of AstaGroup pursuant to this Security Agreement or the other Guarantor Security Documents, (ii) inconnection with any other Permitted Encumbrances, and (iii) financing statements describing aGrantor’s purchase or sale of Collateral.               (c) This Security Agreement is effective to create a valid and continuing security interest inand other Lien (as applicable) on the Collateral and, upon the filing of the appropriate financingstatements listed on Schedule I attached hereto, a perfected security interest in favor ofAsta Group on the Collateral, with respect to which a security interest may be perfected by filingpursuant to the UCC. Such security interest in favor of Asta Group is senior and prior to allother security interests and Liens in the Collateral, except Permitted Encumbrances, and isenforceable as such as against any and all creditors of and purchasers from any Grantor (other thanpurchasers and lessees of Accounts in the ordinary course of business and non-exclusive licenseesof General Intangibles in the ordinary course of business). All action by any Grantor necessary orreasonably desirable to protect and perfect such Lien on each item of the Collateral has been dulytaken which can be perfected by filing a UCC financing statement.               (d) Upon the occurrence of the Tangible Net Worth Trigger Event (for so long as the TangibleNet Worth Trigger Event continues) and to the extent that all Senior Indebtedness has been Paid inFull, upon the request of Asta Group, the Grantors shall prepare a schedule from time to time uponthe request of Asta Group listing all Instruments and Chattel Paper of each Grantor. The Lien ofAsta Group on the Collateral listed on such schedule is senior and prior to all other Liens, exceptPermitted Encumbrances, that would be prior to the Liens in favor of Asta Group as a matter of law,and is enforceable as such against any and all creditors of and purchasers from any Grantor.               (e) Each Grantor’s name as it appears in official filings in the state of its incorporation orother organization, the type of entity of each Grantor (including corporation, partnership, limitedpartnership or limited liability company), organizational identification number issued by eachGrantor’s state of incorporation or organization or a statement that no such number has beenissued, each Grantor’s state of organization or incorporation, and the location of each Grantor’schief executive office, are set forth on Schedules [IIA] — [IIG], respectively,hereto. Each Grantor has only one state of incorporation or organization.
 

 
               (f) With respect to Accounts: (i) the Accounts are owned by Grantors, free and clear of allLiens, except for Permitted Encumbrances; and (ii) Grantors have the right to pursue the collectionof the Accounts.          5. COVENANTS. Each Grantor, jointly and severally, covenants and agrees with AstaGroup that from and after the date of this Security Agreement and until the Guaranteed Obligationshave been indefeasibly paid in full:               (a) Further Assurances.                    (i) Upon the occurrence of the Tangible Net Worth Trigger Event (for so long as the TangibleNet Worth Trigger Event continues), upon the written request of Asta Group and at the sole expenseof Grantors, each Grantor shall promptly and duly execute and deliver any and all such furtherinstruments and documents and take such further actions with respect to any Collateral valued (inaccordance with GAAP) at or above twenty-five thousand dollars ($25,000) as Asta Group mayreasonably deem desirable to obtain the full benefits of this Security Agreement and of the rightsand powers herein granted. Each Grantor hereby authorizes Asta Group to file and record in suchpublic records offices as Asta Group may reasonably determine such financing statements as AstaGroup may reasonably determine relative to the transactions contemplated by this SecurityAgreement.                    (ii) Each Grantor hereby irrevocably authorizes Asta Group any time and from time to time tofile in any filing office in any UCC jurisdiction any initial financing statements and amendmentsthereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similareffect, regardless of whether any particular asset comprised in the Collateral falls within thescope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope orwith greater detail, and (b) contain any other information required by part 5 of Article 9 of theUCC for the sufficiency or filing office acceptance of any financing statement or amendment,including whether such Grantor is an organization, the type of organization and any organizationidentification number issued to such Grantor. Each Grantor agrees to furnish any such informationto Asta Group promptly upon request. Each Grantor also ratifies its authorization for Asta Groupto have filed in any UCC jurisdiction any initial financing statements or amendments thereto iffiled prior to the date hereof.                    (iii) Subject to the terms of the Intercreditor Agreements, upon the occurrence of theTangible Net Worth Trigger Event, upon the request of Asta Group, each Grantor shall promptlynotify Asta Group of any material commercial tort claim (as defined in the UCC) acquired by it andunless otherwise consented by Asta Group, such Grantor shall enter into a supplement to thisSecurity Agreement, granting to Asta Group a Lien in such material commercial tort claim.               (b) Maintenance of Records. Grantors shall keep and maintain, at their own cost andexpense, records of the Collateral kept in the ordinary course of business, including a record ofany and all payments received and any and all credits granted with respect to the Collateral andall other dealings with the Collateral.
 

 
               (c) Indemnification. Subject to the limitations set forth in the IntercreditorAgreements and the Guaranty, in any suit, proceeding or action brought by Asta Group relating toany Collateral for any sum owing with respect thereto or to enforce any rights or claims withrespect thereto, each Grantor will save, indemnify and keep Asta Group harmless from and againstall expense (including reasonable attorneys’ fees and expenses), loss or damage suffered by reasonof any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of theaccount debtor or other Person obligated on the Collateral, arising out of a breach by any Grantorof any obligation thereunder or arising out of any other agreement, indebtedness or liability atany time owing to, or in favor of, such obligor or its successors from such Grantor, except in thecase of Asta Group, to the extent: (i) such expense, loss, or damage is attributable to the grossnegligence or willful misconduct of Asta Group as finally determined by a court of competentjurisdiction, or (ii) of Asta Group’s failure to act in a commercially reasonable manner (asfinally determined by a court of competent jurisdiction) such that such failure is determined by acourt of competent jurisdiction to be egregious, unconscionable and beyond the standards ofexperienced commercial lenders in similar circumstances. All such obligations of Grantors shall beand remain enforceable against and only against Grantors and shall not be enforceable against AstaGroup.               (d) Compliance with Terms of Accounts, etc. In all material respects, each Grantorwill perform and comply with all obligations in respect of the Collateral and all other agreementsto which it is a party or by which it is bound relating to the Collateral.               (e) Limitation on Liens on Collateral. No Grantor will create, permit or suffer toexist, and each Grantor will defend the Collateral against, and take such other action as isnecessary to remove, any Lien on the Collateral except Permitted Encumbrances, and will defend theright, title and interest of Asta Group in and to any of such Grantor’s rights under the Collateralagainst the claims and demands of all Persons whomsoever.               (f) Limitations on Disposition. On or after the occurrence of the Tangible Net WorthTrigger Event (for so long as the Tangible Net Worth Trigger Event continues), no Grantor willsell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt orcontract to do so, except for sales of Accounts and Portfolios in the ordinary course of business,as permitted by the Intercreditor Agreements or as consented to by the Senior Creditor (as definedin the Intercreditor Agreement as of the date hereof or such other definition after the date hereofas is consented to in writing by the Guarantors).               (g) Notices. On or after the occurrence of the Tangible Net Worth Trigger Event (forso long as the Tangible Net Worth Trigger Event continues), Grantors will advise Asta Grouppromptly, in reasonable detail, (i) of Liens in aggregate of $100,000 (other than PermittedEncumbrances) made or asserted against any of the Collateral, and (ii) of the occurrence of anyother event which could reasonably be expected to have a material adverse effect on the aggregatevalue of the Collateral or on the Liens created hereunder or under any other Guarantor SecurityDocument. The Guarantors shall cause the termination of any Liens on the Collateral (other thanPermitted Encumbrances) in excess of $100,000 in the aggregate within 30 days after such Liensattach to the Collateral.
 

 
               (h) No Reincorporation. No Grantor shall reincorporate or reorganize itself under thelaws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as ofthe date hereof without giving at least 10 days prior notice to Asta Group.               (i) Terminations; Amendments Not Authorized. Except after the Guaranteed Obligationsare indefeasibly paid in full in cash (in which case, each Grantor is so authorized), each Grantoracknowledges that it is not authorized to file any financing statement or amendment or terminationstatement with respect to any financing statement without the prior written consent of Asta Groupand agrees that it will not do so without the prior written consent of Asta Group.               (j) Tangible Net Worth Trigger Event. The Grantors shall promptly notify Asta Groupof the occurrence of a Tangible Net Worth Trigger Event.          6. REMEDIES: RIGHTS UPON DEFAULT.               (a) Subject to the terms of the Intercreditor Agreements and the Guaranty, in addition to allother rights and remedies granted to it under this Security Agreement, the Guaranty, the GuarantorSecurity Documents and under any other instrument or agreement securing, evidencing or relating toany of the Guaranteed Obligations, if any Event of Default shall have occurred and is continuing,after thirty (30) days written notice to Grantors, and subject to the terms of the IntercreditorAgreements, Asta Group may exercise all rights and remedies of a secured party under the UCC.Without limiting the generality of the foregoing, but subject to the terms of the IntercreditorAgreements and the Guaranty and such notice, to the extent permitted by law, each Grantor expresslyagrees that in any such event Asta Group, without demand of performance or other demand,advertisement or notice of any kind (except the notice specified below of time and place of publicor private sale) to or upon such Grantor or any other Person (all and each of which demands,advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCCand other applicable law), may forthwith enter upon the premises of such Grantor where anyCollateral is located through self-help, without judicial process, without first obtaining a finaljudgment or giving such Grantor or any other Person notice and opportunity for a hearing on AstaGroup’s claim or action and may collect, receive, assemble, process, appropriate and realize uponthe Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an optionor options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract todo so), or any part thereof, in one or more parcels at a public or private sale or sales, at anyexchange at such prices as it may deem acceptable, for cash or on credit or for future deliverywithout assumption of any credit risk. Subject to the terms of the Intercreditor Agreements, theGuaranty and after such notice, Asta Group shall have the right upon any such public sale or salesand, to the extent permitted by law, upon any such private sale or sales, to purchase for thebenefit of Asta Group, the whole or any part of said Collateral so sold, free of any right orequity of redemption, which equity of redemption each Grantor hereby waives and releases. Suchsales may be adjourned and continued from time to time with or without notice. Asta Group shallhave the right to conduct such sales on any Grantor’s premises or elsewhere and shall have theright to use any Grantor’s premises without charge for such time or times as Asta Group deemsnecessary or advisable.
 

 
          Subject to the terms of the Intercreditor Agreements and the Guaranty, if any Event of Defaultshall have occurred and is continuing, each Grantor further agrees, after such notice, at AstaGroup’s request, to assemble the Collateral and make it available to Asta Group at a place orplaces designated by Asta Group which are reasonably convenient to Asta Group and such Grantor,whether at such Grantor’s premises or elsewhere. Subject to the terms of the IntercreditorAgreements, after such notice, until Asta Group is able to effect a sale, lease, or otherdisposition of Collateral, Asta Group shall have the right to hold or use Collateral, or any partthereof, to the extent that it deems appropriate for the purpose of preserving Collateral or itsvalue or for any other purpose deemed appropriate by Asta Group. Asta Group shall have noobligation to any Grantor to maintain or preserve the rights of such Grantor as against thirdparties with respect to Collateral while Collateral is in the possession of Asta Group. Subject tothe terms of the Intercreditor Agreements, Asta Group may, if it so elects, seek the appointment ofa receiver or keeper to take possession of Collateral and to enforce any of Asta Group’s remedies(for the benefit of Asta Group), with respect to such appointment without prior notice or hearingas to such appointment. Asta Group shall apply the net proceeds of any such collection, recovery,receipt, appropriation, realization or sale to the Guaranteed Obligations as provided in the Notes,and only after so paying over such net proceeds, and after the payment by Asta Group of any otheramount required by any provision of law, need Asta Group account for the surplus, if any, to anyGrantor. To the maximum extent permitted by applicable law, each Grantor waives all claims,damages, and demands against Asta Group arising out of the repossession, retention or sale of theCollateral except such as arise solely out of the gross negligence or willful misconduct of AstaGroup as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten(10) days prior notice by Asta Group of the time and place of any public sale or of the time afterwhich a private sale may take place is reasonable notification of such matters. Grantors shallremain liable for any deficiency if the proceeds of any sale or disposition of the Collateral areinsufficient to pay all Guaranteed Obligations, including any attorneys’ fees and other expensesincurred by Asta Group to collect such deficiency.               (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment,demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind inconnection with this Security Agreement or any Collateral.               (c) To the extent that applicable law imposes duties on Asta Group to exercise remedies in acommercially reasonable manner, each Grantor acknowledges and agrees that it is not commerciallyunreasonable for Asta Group (i) to fail to incur expenses reasonably deemed significant by AstaGroup to prepare Collateral for disposition, (ii) to fail to obtain third party consents for accessto Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtaingovernmental or third party consents for the collection or disposition of Collateral to becollected or disposed of, (iii) to fail to exercise collection remedies against account debtors orother Persons obligated on Collateral or to remove Liens on or any adverse claims againstCollateral, (iv) to exercise collection remedies against account debtors and other Personsobligated on Collateral directly or through the use of collection agencies and other collectionspecialists, (v) to advertise dispositions of Collateral through publications or media of generalcirculation, whether or not the Collateral is of a specialized nature, (vi) to contact otherPersons, whether or not in the same business as the Grantor, for expressions of interest inacquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers
 

 
to assist in the disposition of Collateral, whether or not the Collateral is of a specializednature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction ofassets of the types included in the Collateral or that have the reasonable capacity of doing so, orthat match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retailmarkets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi)to purchase insurance or credit enhancements to insure Asta Group against risks of loss, collectionor disposition of Collateral or to provide to Asta Group a guaranteed return from the collection ordisposition of Collateral, or (xii) to the extent deemed appropriate by Asta Group, to obtain theservices of other brokers, investment bankers, consultants and other professionals to assist AstaGroup in the collection or disposition of any of the Collateral. Each Grantor acknowledges thatthe purpose of this Section 6(c) is to provide non-exhaustive indications of what actionsor omissions by Asta Group would not be commercially unreasonable in Asta Group’s exercise ofremedies against the Collateral and that other actions or omissions by Asta Group shall not bedeemed commercially unreasonable solely on account of not being indicated in this Section6(c). Without limitation upon the foregoing, nothing contained in this Section 6(c)shall be construed to grant any rights to any Grantor or to impose any duties on Asta Group thatwould not have been granted or imposed by this Security Agreement or by applicable law in theabsence of this Section 6(c).               (d) Asta Group shall not be required to make any demand upon, or pursue or exhaust any oftheir rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any otherPerson with respect to the payment of the Guaranteed Obligations or to pursue or exhaust any oftheir rights or remedies with respect to any Collateral therefore or any direct or indirectguarantee thereof. Asta Group shall not be required to marshal the Collateral or any guarantee ofthe Guaranteed Obligations or to resort to the Collateral or any such guarantee in any particularorder, and all of its and their rights hereunder or under any other Guarantor Security Documentshall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocablywaives and relinquishes the benefit and advantage of, and covenants not to assert against AstaGroup, any valuation, stay, appraisement, extension, redemption or similar laws and any and allrights or defenses it may have as a surety now or hereafter existing which, but for this provision,might be applicable to the sale of any Collateral made under the judgment, order or decree of anycourt, or privately under the power of sale conferred by this Security Agreement, or otherwise.          7. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTYCOLLATERAL. For the purposeof enabling Asta Group to exercise rights and remedies under Section 6 hereof (including,without limiting the terms of Section 6 hereof, in order to take possession of, hold,preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of theCollateral) at such time as Asta Group shall be lawfully entitled to exercise such rights andremedies, each Grantor hereby grants to Asta Group an irrevocable (until payment in full in cashand performance of all the Guaranteed Obligations (other than any indemnification obligations),nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor)to use, license or sublicense any Intellectual Property now owned or hereafter acquired by suchGrantor, and wherever the same may be located, and including in such license access to all media inwhich any of the licensed items may be recorded or stored and to all computer software and programsused for the compilation or printout thereof, all without compensation to Grantor.
 

 
          8. LIMITATION ON COLLATERAL AGENT’S AND SECURED PARTIES’ DUTY IN RESPECT OFCOLLATERAL. Asta Group shall use reasonable care with respect to the Collateral in itspossession or under its control. Asta Group shall not have any other duty as to any Collateral inits possession or control or in the possession or control of any agent or nominee of Asta Group, orany income thereon or as to the preservation of rights against prior parties or any other rightspertaining thereto.          9. REINSTATEMENT. This Security Agreement shall remain in full force and effect andcontinue to be effective should any petition be filed by or against any Grantor for liquidation orreorganization, should any Grantor become insolvent or make an assignment for the benefit of anycreditor or creditors or should a receiver or trustee be appointed for all or any significant partof any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be,if at any time payment and performance of the Guaranteed Obligations, or any part thereof, is,pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored orreturned by any obligee of the Guaranteed Obligations, whether as a “voidable preference,”“fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made.In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned,the Guaranteed Obligations shall be reinstated and deemed reduced only by such amount paid and notso rescinded, reduced, restored or returned.          10. NOTICES. All notices and other communications provided for hereunder shall be inwriting or by facsimile and, if to any other party hereto, transmitted or delivered to it,addressed to it at the address specified for it on the signature page hereto or as to any party atsuch other address as shall be designated by such party in a written notice to each other partycomplying as to delivery with the terms of this Section. All such notices and other communicationsshall if properly addressed and sent by pre-paid courier service, be deemed given when received;any notice or other communication, if transmitted by facsimile, shall be deemed given whentransmitted and receipt thereof has been confirmed by telephone or electronic means.          11. SEVERABILITY. Whenever possible, each provision of this Security Agreement shallbe interpreted in a manner as to be effective and valid under applicable law, but if any provisionof this Security Agreement shall be prohibited by or invalid under applicable law, such provisionshall be ineffective to the extent of such prohibition or invalidity without invalidating theremainder of such provision or the remaining provisions of this Security Agreement. This SecurityAgreement is to be read, construed and applied together with the Guarantor Security Documentswhich, taken together, set forth the complete understanding and agreement of Asta Group andGrantors with respect to the matters referred to herein and therein. Except as otherwisespecifically provided, if any provision contained in this Security Agreement or any other GuarantorSecurity Document conflicts with any provision in the Notes, the provision in the Notes shallgovern and control.          12. NO WAIVER; CUMULATIVE REMEDIES; AMENDMENTS. Asta Group shall not by any act,delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, andno waiver shall be valid unless in writing, signed by Asta Group and then only to the extenttherein set forth. A waiver by Asta Group of any right or remedy hereunder on any one occasionshall not be construed as a bar to any right or remedy
 

 
which Asta Group would otherwise have had on any future occasion. No failure to exercise norany delay in exercising on the part of Asta Group, any right, power or privilege hereunder, shalloperate as a waiver thereof, nor shall any single or partial exercise of any right, power orprivilege hereunder preclude any other or future exercise thereof or the exercise of any otherright, power or privilege. The rights and remedies hereunder provided are cumulative and may beexercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.None of the terms or provisions of this Security Agreement may be waived, altered, modified oramended except by an instrument in writing, duly executed by Asta Group and the applicable party tobe charged.          13. LIMITATION BY LAW. All rights, remedies and powers provided in this SecurityAgreement may be exercised only to the extent that the exercise thereof does not violate anyapplicable provision of law, and all the provisions of this Security Agreement are intended to besubject to all applicable mandatory provisions of law that may be controlling and to be limited tothe extent necessary so that they shall not render this Security Agreement invalid, unenforceable,in whole or in part, or not entitled to be recorded, registered or filed under the provisions ofany applicable law.          14. CONTINUING SECURITY INTEREST. This Security Agreement shall create a continuingsecurity interest in the Collateral and shall remain in full force and effect until payment in fullin cash and performance of all the Guaranteed Obligations (other than any indemnificationobligations) and a release by Grantors of all claims against Asta Group under the GuarantorSecurity Documents, and so long as no suits, actions, proceedings, or claims are pending orthreatened asserting any damages, losses or liabilities that are Guaranteed Obligations, in whichcase Asta Group shall deliver to the Grantors termination statements and other documents necessaryor appropriate to evidence the termination of the Liens securing payment of the GuaranteedObligations.          15. SUCCESSORS AND ASSIGNS. This Security Agreement and all obligations of Grantorshereunder shall be binding upon the successors and assigns of each Grantor (including anydebtor-in-possession on behalf of such Grantor) and shall, together with the rights and remedies ofAsta Group hereunder, inure to the benefit of Asta Group, all future holders of any instrumentevidencing any of the Guaranteed Obligations and their respective successors and assigns. No salesof participations, other sales, assignments, transfers or other dispositions of any agreementgoverning or instrument evidencing the Guaranteed Obligations or any portion thereof or interesttherein shall in any manner impair the Lien granted to Asta Group hereunder. No Grantor mayassign, sell, hypothecate or otherwise transfer any interest in or obligation under this SecurityAgreement.          16. COUNTERPARTS. This Security Agreement may be executed in any number of separatecounterparts, each of which shall collectively and separately constitute one agreement. ThisSecurity Agreement may be executed by manual signature, facsimile or, if approved in writing byAsta Group, electronic means, all of which shall be equally valid.          17. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE GUARANTORSECURITY DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
 

 
PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNEDBY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TOCONTRACTS MADE AND PERFORMED IN THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OFAMERICA. EACH GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEWYORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANYCLAIMS OR DISPUTES BETWEEN GRANTORS AND ASTA GROUP PERTAINING TO THIS SECURITY AGREEMENT OR ANY OFTHE OTHER GUARANTOR SECURITY DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITYAGREEMENT OR ANY OF THE OTHER GUARANTOR SECURITY DOCUMENTS, PROVIDED, THAT ASTA GROUP ANDGRANTORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATEDOUTSIDE OF NEW YORK COUNTY, AND, PROVIDED,FURTHER, NOTHING IN THIS AGREEMENT SHALLBE DEEMED OR OPERATE TO PRECLUDE ASTA GROUP FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANYOTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE GUARANTEEDOBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF ASTA GROUP. EACH GRANTOREXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED INANY SUCH COURT, AND EACH GRANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OFPERSONAL JURISDICTION, IMPROPER VENUE OR FORUMNONCONVENIENS AND HEREBYCONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.EACH GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED INANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAYBE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH GRANTOR AT THE ADDRESS SET FORTH ONANNEX I TO THE RECEIVABLES FINANCING AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMEDCOMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE U.S.MAILS, PROPER POSTAGE PREPAID.          18. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEXFINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERTPERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATIONRULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY AJUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BYJURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING INCONTRACT, TORT, OR OTHERWISE, AMONG ASTA GROUP AND GRANTORS ARISING OUT OF, CONNECTED WITH, RELATEDTO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT ORANY OF
 

 
THE OTHER GUARANTOR SECURITY DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.          19. SECTION TITLES. The Section titles contained in this Security Agreement are andshall be without substantive meaning or content of any kind whatsoever and are not a part of theagreement between the parties hereto.          20. NO STRICT CONSTRUCTION. The parties hereto have participated jointly in thenegotiation and drafting of this Security Agreement. In the event an ambiguity or question ofintent or interpretation arises, this Security Agreement shall be construed as if drafted jointlyby the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring anyparty by virtue of the authorship of any provisions of this Security Agreement.          21. ADVICE OF COUNSEL. Each of the parties represents to each other party hereto thatit has discussed this Security Agreement and, specifically, the provisions of Section 17and Section 18, with its counsel.          22. BENEFIT OF SECURED PARTIES. All Liens granted or contemplated hereby shall be forthe benefit of Asta Group, and all proceeds or payments realized from the Collateral in accordanceherewith shall be applied to the Guaranteed Obligations in accordance with the terms of theGuaranty.          23. ADDITIONAL GRANTORS. The Grantors shall cause each affiliated entity that hasexecuted a security agreement in favor of IDB to become party to the Guaranty and this SecurityAgreement as a Grantor. From time to time subsequent to the date hereof, additional Persons maybecome parties hereto as additional Grantors (each, an “Additional Grantor”), by executinga counterpart of this Security Agreement substantially in the form of Exhibit A attachedhereto. Upon delivery of any such counterpart to Asta Group, notice of which is hereby waived bythe Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as ifsuch Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that itsobligations arising hereunder shall not be affected or diminished by the addition or release of anyother Grantor hereunder nor by any election of Asta Group not to cause any Credit Party (as definedin the Loan Agreement) or any other Person to become an Additional Grantor hereunder. ThisSecurity Agreement shall be fully effective as to any Grantor that is or becomes a party heretoregardless of whether any other Person becomes or fails to become or ceases to be a Grantorhereunder.          24. INTERCREDITOR AGREEMENTS. The terms of this Agreement are subject to theprovisions of the Intercreditor Agreements, if any terms of this Agreement or the Junior LenderIntercreditor Agreement conflict with the terms of the Senior Lender Intercreditor Agreement, theterms of the Senior Lender Intercreditor Agreement shall govern and if the terms of this Agreementdo not conflict with the terms of the Senior Lender Intercreditor Agreement but do conflict withthe terms of the Junior Lender Intercreditor Agreement, the terms of the Junior LenderIntercreditor Agreement shall govern.[Signature Pages to Follow]
 

 
     IN WITNESS WHEREOF, each of the undersigned have caused this Security Agreement to be dulyexecuted and delivered by its officer thereunto duly authorized as of the date first above written.      **ASTA FUNDING ACQUISITION II, LLC, a Delaware limitedliability company**