contrary in this Guaranty or in any other Guarantor Security Document, so long as theIntercreditor Agreement is in effect or any Senior Indebtedness has not been Paid in Full, AstaGroup shall not take any action to enforce any of the obligations of any Guarantor (or otherwiseseek any remedy or recourse) under any Guarantor Security Document except in accordance withSection 7(a) of the Intercreditor Agreement as in effect on the date hereof (or such revisedSection 7(a) after the date hereof that has been consented to by the Guarantors in writing) (the“Standstill”).     For purposes of this Agreement, “Senior Indebtedness” means Senior Indebtedness as defined inthe Intercreditor Agreement as in effect on the date hereof or such revised definition after thedate hereof that has been consented to by the Guarantors in writing. For purposes of thisAgreement, “Paid in Full” means Paid in Full as defined in the Intercreditor Agreement as in effecton the date hereof or such revised definition after the date hereof that has been consented to bythe Guarantors in writing.     2. Subject to the Intercreditor Agreement and other restrictions set forth herein, Guarantors,jointly and severally, agree that the Guaranteed Obligations shall be due and payable from theCollateral (as defined in the Guarantor Security Agreement) in accordance with the GuarantorSecurity Agreement when the Guaranteed Obligations or any portion thereof is due to be paid by AstaFunding to Asta Group, whether at stated maturity, by declaration, acceleration or otherwise.     3. Each Guarantor warrants to Asta Group that: (i) no other agreement, representation orspecial condition exists between such Guarantor and Asta Group regarding the liability of suchGuarantor hereunder, nor does any understanding exist between such Guarantor and Asta Group thatthe obligations of such Guarantor hereunder are or will be other than as set forth herein; and (ii)as of the date hereof, such Guarantor has no defense whatsoever to any action or proceeding thatmay be brought to enforce this Guaranty.     4. So long as any Guaranteed Obligations are outstanding (which, for purposes ofclarification, means until the Guaranteed Obligations are indefeasibly paid in full in cash), eachGuarantor subordinates, in favor of Asta Group, any of the following rights of such Guarantoragainst Asta Funding: (i) any right of such Guarantor to be subrogated in whole or in part to anyright or claim with respect to any Guaranteed Obligations or any portion thereof to Asta Groupwhich might otherwise arise from payment by such Guarantor to Asta Group on the account of theGuaranteed Obligations or any portion thereof; and (ii) any right of such Guarantor to require themarshalling of assets of Asta Funding or any other Person which might otherwise arise from paymentby such Guarantor to Asta Group on account of the Guaranteed Obligations or any portion thereof.If any amount shall be paid to such Guarantor in violation of the preceding sentence, such amountshall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for thebenefit of, Asta Group and shall forthwith be paid to Asta Group to be credited and applied uponthe Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of theNotes. Each Guarantor acknowledges that it will receive direct and indirect benefits from thefinancing arrangements contemplated by the Notes, the Receivables Financing Agreement and theGuarantor Security Documents and that the waivers set forth in this Section 4 are knowingly made incontemplation of such benefits.
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     5. Except as set forth in the last sentence of Section 2 above, each Guarantor waivespromptness and diligence by Asta Group with respect to its rights under any of the GuarantorSecurity Documents, including, but not limited to, this Guaranty.     6. Each Guarantor waives any and all notice with respect to: (i) acceptance by Asta Group ofthis Guaranty; (ii) the provisions of any note, instrument or agreement relating to the GuaranteedObligations; and (iii) any default in connection with the Guaranteed Obligations.     7. Each Guarantor waives any presentment, demand, notice of dishonor or nonpayment, protest,and notice of protest in connection with the Guaranteed Obligations.     8. Each Guarantor agrees that Asta Group may from time to time and as many times as AstaGroup, in its sole discretion, deems appropriate, do any of the following without notice to suchGuarantor and without adversely affecting the validity or enforceability of this Guaranty: (i)release, surrender, exchange, compromise, or settle the Guaranteed Obligations or any portionthereof; (ii) change, renew, or waive the terms of the Guaranteed Obligations or any portionthereof; (iii) change, renew, or waive the terms, including without limitation, the rate ofinterest charged to Asta Funding or Guarantors, of any note, instrument, or agreement relating tothe Guaranteed Obligations or any portion thereof; (iv) grant any extension or indulgence withrespect to the payment to Asta Group of the Guaranteed Obligations or any portion thereof; (v)enter into any agreement of forbearance with respect to the Guaranteed Obligations or any portionthereof; (vi) release, surrender, exchange or compromise any security held by Asta Group for theGuaranteed Obligations; (vii) release any Person who is a guarantor or surety or who has agreed topurchase the Guaranteed Obligations or any portion thereof; and (viii) release, surrender, exchangeor compromise any security or Lien held by Asta Group for the liabilities of any Person who is aguarantor or surety for the Guaranteed Obligations or any portion thereof. Each Guarantor agreesthat Asta Group may do any of the above as it deems necessary or advisable, in its sole discretion,without giving any notice to Guarantors, and that Guarantors will remain, jointly and severally,liable for full payment to Asta Group of the Guaranteed Obligations.     9. Each Guarantor agrees to be jointly and severally bound by the terms of this Guaranty andjointly and severally liable under this Guaranty subject to the limitations of liability herein.As a result of such liability, each Guarantor acknowledges that Asta Group may, in its solediscretion, elect to enforce this Guaranty for the total Guaranteed Obligations against anyGuarantor without any duty or responsibility to pursue any other Guarantor or any other Person(except as set forth in Section 2 above) and that such an election by Asta Group shall not be adefense to any action Asta Group may elect to take against a Guarantor.     10. Each Guarantor recognizes and agrees that Asta Funding, after the date hereof, mayrefinance existing Guaranteed Obligations, and that in any such transaction, even if suchtransaction is not now contemplated, Asta Group will rely in any such case upon this Guaranty andthe enforceability thereof against Guarantor and that this Guaranty shall remain in full force andeffect with respect to such future indebtedness of Asta Funding to Asta Group and such indebtednessshall for all purposes constitute Guaranteed Obligations.
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     11. Each Guarantor further agrees that, if at any time all or any part of any payment, fromwhomever received, theretofore applied by Asta Group to any of the Guaranteed Obligations is ormust be rescinded or returned by Asta Group for any reason whatsoever including, withoutlimitation, the insolvency, bankruptcy or reorganization of Guarantor, such liability shall, forthe purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned,be deemed to have continued in existence, notwithstanding such application, and this Guaranty shallcontinue to be effective or be reinstated, as the case may be, as to such liabilities, all asthough such application had not been made.     12. Each Guarantor agrees that no failure or delay on the part of Asta Group to exercise anyof its rights, powers or privileges under this Guaranty shall be a wavier of such rights, powers orprivileges or a waiver of any default, nor shall any single or partial exercise of any of AstaGroup’s rights, powers or privileges preclude other or further exercise thereof or the exercise ofany other right, power or privilege or be construed as a waiver of any default. Each Guarantorfurther agrees that no waiver or modification of any rights of Asta Group under this Guaranty shallbe effective unless in writing and signed by Asta Group. Guarantor further agrees that eachwritten waiver shall extend only to the specific instance actually recited in such written waiverand shall not impair the rights of Asta Group in any other respect.     13. Subject to the terms of the Intercreditor Agreement and the limitations set forth in thisGuaranty, each Guarantor, jointly and severally, unconditionally agrees to pay all costs andexpenses, including attorney’s fees, incurred by Asta Group in enforcing this Guaranty against anyGuarantor.     14. Each Guarantor acknowledges that in addition to binding itself to this Guaranty, at thetime of execution of this Guaranty Asta Group offered to such Guarantor a copy of this Guaranty inthe form in which it was executed and that by acknowledging this fact such Guarantor may not laterbe able to claim that a copy of the Guaranty was not received by it.     15. Each Guarantor agrees that this Guaranty shall be binding upon such Guarantor, and itssuccessors and assigns; provided, however, that such Guarantor may not assign ortransfer any of its rights and obligations hereunder or any interest herein. Each Guarantorfurther agrees that this Guaranty shall inure to the benefit of Asta Group and its successors andassigns. No amendment, waiver or other modification of any provision of this Guaranty, and noconsent to any departure by any Guarantor herefrom, shall in any event be effective unless the sameshall be in writing and signed by Asta Group, and then such amendment, waiver, modification orconsent shall be effective only in the specific instance and for the specific purpose for whichgiven.     16. Subject to the limitations set forth above in this Guaranty, each Guarantor agrees that ifany Guarantor fails to perform any covenant or agreement hereunder or if there occurs an Event ofDefault under either of the Notes, all or any part of the Guaranteed Obligations may be declared tobe forthwith due and payable, in any case without presentment, demand, protest or notice of anykind, all of which are hereby expressly waived.     17. Subject to the limitations set forth in the Intercreditor Agreement and above in thisGuaranty, each Guarantor agrees that the enumeration of Asta Group’s rights and remedies set forthin this Guaranty is not intended to be exhaustive and the exercise by Asta Group of any
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right or remedy shall not preclude the exercise of any other rights or remedies, all of whichshall be cumulative and shall be in addition to any other right or remedy given hereunder or underany other agreement among the parties to the Guarantor Security Documents or which may now orhereafter exist at law or in equity or by suit or otherwise.     18. Each Guarantor agrees that all notices, statements, requests, demands and othercommunications under this Guaranty shall be given to such Guarantor at the address set forth belowtheir respective names on the signature page hereof in the manner provided in the GuarantorSecurity Agreement.     19. (a) Each Guarantor agrees that the provisions of this Guaranty are severable, and in anaction or proceeding involving any state or federal bankruptcy, insolvency or other law affectingthe rights of creditors generally:          (i) if any clause or provision shall be held invalid or unenforceable in whole or inpart in any jurisdiction, then such invalidity or unenforceability shall affect only suchclause or provision, or part thereof, in such jurisdiction and shall not in any manneraffect such clause or provision in any other jurisdiction, or any other clause or provisionin this Guaranty in any jurisdiction.          (ii) if this Guaranty would be held or determined to be void, invalid or unenforceableon account of the amount of Guarantor’s aggregate liability under this Guaranty, then,notwithstanding any other provision of this Guaranty to the contrary, the aggregate amountof such liability shall, without any further action by Asta Group, such Guarantor or anyother Person, be automatically limited and reduced to the highest amount which is valid andenforceable as determined in such action or proceeding.          (b) If the guarantee by a Guarantor of the Guaranteed Obligations is held or determined to bevoid, invalid or unenforceable, in whole or in part, such holding or determination shall not impairor affect the validity and enforceability of any clause or provision not so held to be void,invalid or unenforceable against such Guarantor.     20. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OFTHE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES OTHER THAN THOSE SET FORTHIN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.     21. EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAYHAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR INCONNECTION WITH, THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHERVERBAL OR WRITTEN) OR ACTIONS OF ASTA GROUP OR ANY OTHER AFFECTED PARTY. EACH GUARANTORACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION(AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
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PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES ENTERING INTO THIS GUARANTY AND EACHSUCH OTHER TRANSACTION DOCUMENT.     22. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY MAY BE BROUGHT IN THE COURTSOF THE STATE OF NEW YORK OR OF THE UNITED STATES FEDERAL COURT SITTING IN NEW YORK, NEW YORK, ANDBY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECTOF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLYWAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THELAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVETO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS GUARANTY OR ANYDOCUMENT RELATED HERETO.*(signature page follows)*
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     IN WITNESS WHEREOF, Guarantors intending to be legally bound, have executed this Guaranty asof the date first above written with the intention that this Guaranty shall constitute a sealedinstrument.         Asta Funding Acquisition I, LLC, as aGuarantor           By: