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February
20, 2009
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New
York, New York
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FOR
VALUE RECEIVED, the undersigned, ASTA FUNDING ACQUISITION I,
LLC, a Delaware limited liability company, ASTA FUNDING
ACQUISITION II, LLC , a Delaware limited liability company,
PALISADES COLLECTION, L.L.C. , a Delaware limited liability
company, PALISADES ACQUISITION I, LLC , a Delaware limited
liability company, PALISADES ACQUISITION II, LLC , a
Delaware limited liability company, PALISADES ACQUISITION IV,
LLC , a Delaware limited liability company, PALISADES
ACQUISITION V, LLC , a Delaware limited liability company,
PALISADES ACQUISITION VI, LLC , a Delaware limited liability
company, PALISADES ACQUISITION VII, LLC , a Delaware limited
liability company, PALISADES ACQUISITION VIII, LLC , a
Delaware limited liability company, PALISADES ACQUISITION IX,
LLC , a Delaware limited liability company, PALISADES
ACQUISITION X, LLC , a Delaware limited liability company,
CLIFFS PORTFOLIO ACQUISITION I, LLC , a Delaware limited
liability company, SYLVAN ACQUISITION I, LLC , a Delaware
limited liability company, and OPTION CARD, LLC , a Colorado
limited liability company (collectively referred to as “
Borrowers ”), HEREBY PROMISE TO PAY to the order of
, a New York banking corporation (“ Lender
”), at the offices of
, a New York banking corporation, as Administrative Agent
for Lenders (“ Administrative Agent ”),
at its address at
, or at such other place as Administrative Agent may designate from
time to time in writing, in lawful money of the United States of
America and in immediately available funds, the amount of
or, if less, the aggregate unpaid amount of all Advances made at
any time to the undersigned under the “Loan Agreement”
(as hereinafter defined), plus interest on the unpaid balance as
provided in the Loan Agreement. All capitalized terms used but not
otherwise defined herein have the meanings given to them in the
Loan Agreement or in Annex A attached thereto.
This
Revolving Note (“ Note ”) is one of the
Revolving Notes issued pursuant to that certain Fourth Amended and
Restated Loan Agreement dated as of July 11, 2006, by and
among Borrowers, the other Credit Parties signatory thereto,
Administrative Agent, and the other Agents and Lenders signatory
thereto from time to time (including all annexes, exhibits and
schedules thereto, and as from time to time amended, restated,
supplemented or otherwise modified, collectively, the “
Loan Agreement ”), and is one of the Revolving Notes
given in renewal of and substitution for various Revolving Notes
payable to the order of Lender. This Note is entitled to the
benefit and security of the Loan Agreement, the Collateral
Documents and all of the other Loan Documents referred to therein.
Reference is hereby made to the Loan Agreement for a statement of
all of the terms and conditions under which the Revolving Loans
evidenced hereby are made and are to be repaid. The date and amount
of each Advance made by Lenders to Borrowers, the rates of interest
applicable thereto and each payment made on account of the
principal thereof, shall be recorded by Administrative Agent on its
books in accordance with the terms of the Loan Agreement; provided
that the failure of Administrative Agent to make any such
recordation shall not affect the obligations of Borrowers to make a
payment when due of
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