Section 1 below, shall not exceed Eight Million and 00/100 Dollars ($8,000,000) (the“Aggregate Liability”) and the Secured Parties’ sole recourse for any Guaranteed Obligations shallbe to the collateral (the “Collateral”) identified in the Guarantor Security Agreement orto the extent provided in paragraph 2 below, a Letter of Credit; provided, further, notwithstandinganything to the contrary in this Guaranty or in any other Transaction Document, so long as theIntercreditor Agreement is in effect or any Senior Indebtedness has not been Paid in Full, theSecured Parties shall not take any action to enforce any of the obligations of any Guarantor (orotherwise seek any remedy or recourse) under any Guarantor Security Document except in accordancewith Section 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”). In addition, to the Aggregate Liability, the Guarantors shall additionally beliable for (a) the reasonable costs and expenses of enforcement and collection under the GuarantorSecurity Documents (including, without limitation, reasonable attorneys’ fees) upon demand thatremains unsatisfied in full (subject to the Standstill) after thirty (30) days and (b) if theCollateral Agent has taken action to exercise remedies with respect to the Collateral, any amountsowed the Collateral Agent or the Secured Party pursuant to Section 5(c) of the Guarantor SecurityAgreement.     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. If a Guarantor provides an irrevocable stand-by letter of credit (a “Letter ofCredit”) issued by a financial institution with a rating of at least A- by S&P and A3 byMoody’s in favor of the Collateral Agent, in form and substance reasonably satisfactory to theCollateral Agent, the Administrator and BMO, pursuant to which the Collateral Agent may draw onsuch Letter of Credit under the same circumstances it may exercise its rights or remedies under theGuarantor Security Agreement or in accordance with this Section 2, then the recourse to Guarantorshereunder shall be reduced by the amount of such Letter of Credit; provided, further, if suchLetter of Credit is in an amount equal to the Aggregate Liability, the guarantee provided hereunderby the Guarantors shall be automatically released and the security interest and lien granted underthe Guarantor Security Agreement shall be released as set forth in the Guarantor and SecurityAgreement; provided, however, that if such Letter of Credit is not replaced at least 10 BusinessDays (i) prior to the expiration thereof or (ii) after written notice to the Guarantors that theLetter of Credit Provider is downgraded below A- by S&P or A3 by Moody’s (the “L/C Downgrade”),then the Collateral Agreement may draw the full amount of such Letter of Credit to be placed in acash collateral account mutually acceptable to the Collateral Agent and the Guarantors, under theexclusive control of the Collateral Agent and not subject to any other security interest, thatpermits the investment in Permitted Investments selected by the Collateral Agent (the “CashCollateral Account”). Notwithstanding the foregoing, if any Guarantor has suffered an Event ofBankruptcy, the Collateral Agent shall not be required to notify the Guarantors of such downgradeof the Letter of Credit Provider before drawing on such Letter of Credit. The Collateral Agent andits directors, officers, agents or employees shall not be liable for any loss incurred with respectto Permitted Investments.
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     3. 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 in accordance with the Guarantor Security Agreement when the Guaranteed Obligations orany portion thereof is due to be paid by the Borrower to the Collateral Agent or any Secured Party,whether at stated maturity, by declaration, acceleration or otherwise. Such Collateral Agent shalldeposit amounts collected from the disposition of the Collateral into the Collection Account forapplication in accordance with Section 4.2 of the Receivables Financing Agreement. Notwithstandingthe foregoing, Collateral Agent, on behalf of the Secured Parties, shall not pursue any rights orremedies against any Guarantor unless the Collateral Agent, in its sole discretion, has determinedthat the value of the Borrower Collateral is less than the amount of the Obligations under theTransaction Documents.     4. Each Guarantor warrants to the Collateral Agent that: (i) no other agreement,representation or special condition exists between such Guarantor and the Collateral Agent or anySecured Party regarding the liability of such Guarantor hereunder, nor does any understanding existbetween such Guarantor and the Collateral Agent or any Secured Party that the obligations of suchGuarantor 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 that may be brought to enforcethis Guaranty.     5. So long as any Obligations are outstanding (which, for purposes of clarification, meansuntil the Obligations are indefeasibly paid in full in cash), each Guarantor subordinates, in favorof the Collateral Agent, any of the following rights of such Guarantor against the Borrower: (i)any right of such Guarantor to be subrogated in whole or in part to any right or claim with respectto any Obligations or any portion thereof to the Collateral Agent or any Secured Party which mightotherwise arise from payment by such Guarantor to the Collateral Agent or any Secured Party on theaccount of the Obligations or any portion thereof; and (ii) any right of such Guarantor to requirethe marshalling of assets of the Borrower or any other Person which might otherwise arise frompayment by such Guarantor to the Collateral Agent or any Secured Party on account of theObligations or any portion thereof. If any amount shall be paid to such Guarantor in violation ofthe preceding sentence, such amount shall be deemed to have been paid to such Guarantor for thebenefit of, and held in trust for the benefit of, the Collateral Agent and shall forthwith be paidto the Collateral Agent to be credited and applied upon the Obligations, whether matured orunmatured, in accordance with the terms of the Receivables Financing Agreement. Each Guarantoracknowledges that it will receive direct and indirect benefits from the financing arrangementscontemplated by the Receivables Financing Agreement and that the waivers set forth in this Section5 are knowingly made in contemplation of such benefits.     6. Except as set forth in the last sentence of Section 3 above, each Guarantor waivespromptness and diligence by the Collateral Agent or any Secured Party with respect to its rightsunder the Receivables Financing Agreement or any of the other Transaction Documents, including, butnot limited to, this Guaranty.     7. Each Guarantor waives any and all notice with respect to: (i) acceptance by the CollateralAgent or any Secured Party of this Guaranty; (ii) the provisions of any note,
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instrument or agreement relating to the Guaranteed Obligations; and (iii) any default inconnection with the Guaranteed Obligations.     8. Each Guarantor waives any presentment, demand, notice of dishonor or nonpayment, protest,and notice of protest in connection with the Guaranteed Obligations.     9. Each Guarantor agrees that the Collateral Agent or any Secured Party may from time to timeand as many times as the Collateral Agent or any Secured Party, in its sole discretion, deemsappropriate, do any of the following without notice to such Guarantor and without adverselyaffecting the validity or enforceability of this Guaranty: (i) release, surrender, exchange,compromise, or settle the Guaranteed Obligations or any portion thereof; (ii) change, renew, orwaive the terms of the Guaranteed Obligations or any portion thereof; (iii) change, renew, or waivethe terms, including without limitation, the rate of interest charged to the Borrower orGuarantors, of any note, instrument, or agreement relating to the Guaranteed Obligations or anyportion thereof; (iv) grant any extension or indulgence with respect to the payment to theCollateral Agent or any Secured Party 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 the Collateral Agentor any Secured Party for the Guaranteed Obligations; (vii) release any Person who is a guarantor orsurety or who has agreed to purchase the Guaranteed Obligations or any portion thereof; and (viii)release, surrender, exchange or compromise any security or Lien held by the Collateral Agent or anySecured Party for the liabilities of any Person who is a guarantor or surety for the GuaranteedObligations or any portion thereof. Each Guarantor agrees that the Collateral Agent or any SecuredParty may do any of the above as it deems necessary or advisable, in its sole discretion, withoutgiving any notice to Guarantors, and that Guarantors will remain, jointly and severally, liable forfull payment to the Collateral Agent of the Guaranteed Obligations.     10. 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 the Collateral Agent may, in itssole discretion, 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 3 above) and that such an election by the Collateral Agent shallnot be a defense to any action the Collateral Agent or any Secured Party may elect to take againsta Guarantor.     11. Subject to the terms of the Intercreditor Agreement and the limitations set forth in thisGuaranty, if any amount owing hereunder shall have become due and payable (by acceleration orotherwise), the Collateral Agent shall have the right, at any time and from time to time to thefullest extent permitted by law, in addition to all other rights and remedies available to it,without prior notice to Guarantors, to set-off against and to appropriate and apply to such due andpayable amounts all funds held in the Cash Collateral Account. Subject to the limitations setforth in this Guaranty, such right shall exist whether or not the Collateral Agent or any SecuredParty shall have given notice or made any demand hereunder or under any of the Loan Notes orTransaction Documents, and regardless of the existence or adequacy of any collateral, guarantee orany other security, right or remedy available to the Collateral Agent or
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any Secured Party. Each Guarantor hereby consents to and confirms the foregoing arrangements,and confirms the Collateral Agent’s rights of set-off.     12. Each Guarantor recognizes and agrees that the Borrower, after the date hereof, may incuradditional obligations, fees and expenses to the Collateral Agent and each Secured Party under theReceivables Financing Agreement, refinance existing Guaranteed Obligations or pay existingGuaranteed Obligations and subsequently incur additional indebtedness to the Collateral Agent andeach Secured Party under the Receivables Financing Agreement, and that in any such transaction,even if such transaction is not now contemplated, the Collateral Agent and each Secured Party willrely in any such case upon this Guaranty and the enforceability thereof against Guarantor and thatthis Guaranty shall remain in full force and effect with respect to such future indebtedness of theBorrower to the Collateral Agent and each Secured Party and such indebtedness shall for allpurposes constitute Guaranteed Obligations.     13. Each Guarantor further agrees that, if at any time all or any part of any payment, fromwhomever received, theretofore applied by the Collateral Agent or any Secured Party to any of theGuaranteed Obligations is or must be rescinded or returned by the Collateral Agent or any SecuredParty for any reason whatsoever including, without limitation, the insolvency, bankruptcy orreorganization of Guarantor, such liability shall, for the purposes of this Guaranty, to the extentthat such payment is or must be rescinded or returned, be deemed to have continued in existence,notwithstanding such application, and this Guaranty shall continue to be effective or bereinstated, as the case may be, as to such liabilities, all as though such application had not beenmade.     14. Each Guarantor agrees that no failure or delay on the part of the Collateral Agent or anySecured Party to exercise any of its rights, powers or privileges under this Guaranty shall be awavier of such rights, powers or privileges or a waiver of any default, nor shall any single orpartial exercise of any of the Collateral Agent’s or any Secured Party’s rights, powers orprivileges preclude other or further exercise thereof or the exercise of any other right, power orprivilege or be construed as a waiver of any default. Each Guarantor further agrees that no waiveror modification of any rights of the Collateral Agent or any Secured Party under this Guarantyshall be effective unless in writing and signed by the Collateral Agent. Guarantor further agreesthat each written waiver shall extend only to the specific instance actually recited in suchwritten waiver and shall not impair the rights of the Collateral Agent or any Secured Party in anyother respect.     15. 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 the Collateral Agent or Secured Party in enforcingthis Guaranty against any Guarantor.     16. Each Guarantor acknowledges that in addition to binding itself to this Guaranty, at thetime of execution of this Guaranty the Collateral Agent offered to such Guarantor a copy of thisGuaranty in the form in which it was executed and that by acknowledging this fact such Guarantormay not later be able to claim that a copy of the Guaranty was not received by it.
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     17. 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 (i) this Guaranty is freely assignable and transferable by the Collateral Agentin connection with any assignment or transfer of the Guaranteed Obligations in accordance with theterms of the Receivables Financing Agreement and (ii) this Guaranty shall inure to the benefit ofthe Collateral Agent and each Secured Party, and their successors and assigns. The Secured Partiesshall be third-party beneficiaries hereof (provided, for purposes of clarification, that anyobligations and limitations on the rights of the Collateral Agent hereunder shall likewise apply infull to the Secured Parties). No amendment, waiver or other modification of any provision of thisGuaranty, and no consent to any departure by any Guarantor herefrom, shall in any event beeffective unless the same shall be in writing and signed by the Collateral Agent, and then suchamendment, waiver, modification or consent shall be effective only in the specific instance and forthe specific purpose for which given.     18. 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 a TerminationEvent under the Receivables Financing Agreement, all or any part of the Guaranteed Obligations maybe declared to be forthwith due and payable (and, in the case of a Termination Event described inSection 10.1.4 of the Receivables Financing Agreement, the Guaranteed Obligations shall beimmediately due and payable) jointly and severally by the Guarantors, in any case withoutpresentment, demand, protest or notice of any kind, all of which are hereby expressly waived.     19. Subject to the limitations set forth in the Intercreditor Agreement and above in thisGuaranty, each Guarantor agrees that the enumeration of the Collateral Agent’s and each SecuredParty’s rights and remedies set forth in this Guaranty is not intended to be exhaustive and theexercise by the Collateral Agent or any Secured Party of any right or remedy shall not preclude theexercise of any other rights or remedies, all of which shall be cumulative and shall be in additionto any other right or remedy given hereunder or under any other agreement among the parties to theTransaction Documents and the Guarantor Security Agreement, dated as of the date hereof, as amendedsupplemented or otherwise modified from time to time or which may now or hereafter exist at law orin equity or by suit or otherwise.     20. 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 Section 15.3 of theReceivables Financing Agreement.     21. (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
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manner affect such clause or provision in any other jurisdiction, or any other clauseor provision in 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 the Collateral Agent, any SecuredParty, such Guarantor or any other Person, be automatically limited and reduced to thehighest amount which is valid and enforceable 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.     22. 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.     23. 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 THE COLLATERAL AGENT, ANY SECURED PARTY OR ANY OTHER AFFECTEDPARTY. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENTCONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TOWHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIESENTERING INTO THIS GUARANTY AND EACH SUCH OTHER TRANSACTION DOCUMENT.     24. Each Guarantor hereby agrees that it will not institute against the Borrower, or join anyPerson in instituting against the Borrower, any insolvency proceeding (namely, any proceeding ofthe type referred to in the definition of Event of Bankruptcy) until one year and one day after thedate, on which the Loan and all other Obligations have been paid in full. The provisions of thisSection 24 shall survive the termination hereof.     25. 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
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IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANYOBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOWOR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OFTHIS GUARANTY OR ANY DOCUMENT RELATED HERETO.     26. Capitalized terms used herein but not otherwise defined shall have the meaning set forthin the Receivables Financing Agreement.*(signature page follows)*
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     IN WITNESS WHEREOF, Guarantors intending to be legally bound, has executed this Guaranty as ofthe date first above written with the intention that this Guaranty shall constitute a sealedinstrument.         Asta Funding Acquisition I, LLC, as a