EXECUTION COPY

EXHIBIT 10.3

PLEDGE AND SECURITY AGREEMENT

by and among

E.A. VINER INTERNATIONAL CO.,
as Borrower,

and

the other Credit Parties hereto from time to time,

as Grantors

and

MORGAN STANLEY & CO. INCORPORATED,

as Collateral Agent.

Dated as of July 31, 2006

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EXECUTION COPY

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS; GRANT OF SECURITY

SECTION 1.01.

General Definitions

SECTION 1.02.

Definitions; Interpretation

SECTION 1.03.

Grant of Security

SECTION 1.04.

Certain Limited Exclusions

ARTICLE II

SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE

SECTION 2.01.

Security for Obligations

SECTION 2.02.

Grantors Remain Liable.

ARTICLE III

REPRESENTATIONS AND WARRANTIES AND COVENANTS

SECTION 3.01.

Generally.

SECTION 3.02.

[Intentionally Omitted.]

SECTION 3.03.

Receivables.

SECTION 3.04.

Investment Related Property.

SECTION 3.05.

Material Contracts.

SECTION 3.06.

Letter of Credit Rights.

SECTION 3.07.

Intellectual Property.

SECTION 3.08.

Commercial Tort Claims.

ARTICLE IV

ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS

SECTION 4.01.

Further Assurances.

SECTION 4.02.

Additional Grantors

ARTICLE V

COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT

SECTION 5.01.

Power of Attorney

SECTION 5.02.

No Duty on the Part of Collateral Agent or Secured Creditors

ARTICLE VI

REMEDIES

SECTION 6.01.

Generally.

SECTION 6.02.

Investment Related Property.

SECTION 6.03.

Intellectual Property.

SECTION 6.04.

Cash Proceeds

SECTION 6.05.

Application of Proceeds

ARTICLE VII

COLLATERAL AGENT

ARTICLE VIII

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS; TERMINATION AND RELEASES

ARTICLE IX

STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM

ARTICLE X

MISCELLANEOUS

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SCHEDULES:

SCHEDULE 3.1 – GENERAL INFORMATION

SCHEDULE 3.4 – INVESTMENT RELATED PROPERTY

SCHEDULE 3.5 – DESCRIPTION OF MATERIAL CONTRACT

SCHEDULE 3.6 – DESCRIPTION OF LETTERS OF CREDIT

SCHEDULE 3.7 – INTELLECTUAL PROPERTY

SCHEDULE 3.8 – COMMERCIAL TORT CLAIMS

EXHIBITS:

EXHIBIT A – PLEDGE SUPPLEMENT

EXHIBIT B – SECURITIES ACCOUNT CONTROL AGREEMENT

EXHIBIT C – DEPOSIT ACCOUNT CONTROL AGREEMENT

EXHIBIT D – COPYRIGHT SECURITY INTEREST ASSIGNMENT

EXHIBIT E – PATENT SECURITY INTEREST ASSIGNMENT

EXHIBIT F – TRADEMARK SECURITY INTEREST ASSIGNMENT

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This Pledge and Security Agreement, dated as of July 31, 2006 (this “ Agreement ”), by and among EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “ Grantor ”), and MORGAN STANLEY & CO. INCORPORATED, as collateral agent for the Secured Creditors (as herein defined) (in such capacity as collateral agent, the “ Collateral Agent ”).

RECITALS

WHEREAS, reference is made to that certain Senior Secured Credit Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the “ Borrower ”), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the “ Parent ”), and the other Credit Parties party thereto from time to time, the lenders party thereto from time to time (the “ Lenders ”), MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “ Administrative Agent ”) and as syndication agent (in such capacity, the “ Syndication Agent ”) and the Collateral Agent;

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may enter into one or more Hedging Agreements with one or more Hedging Agreement Providers;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Hedging Agreement Providers as set forth in the Credit Agreement and the Hedging Agreements, respectively, each Grantor has agreed to secure such Grantor’s obligations under the Loan Documents and the Hedging Agreements as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and the Collateral Agent agree as follows:

ARTICLE I
DEFINITIONS; GRANT OF SECURITY

SECTION 1.1.

General Definitions .  In this Agreement, the following terms shall have the following meanings:

“ Account ” shall mean an “ account ” as defined in Article 9 of the UCC.

“ Account Debtor ” shall mean each Person who is obligated on an Account, Chattel Paper, General Intangible, Receivable or any Supporting Obligation related thereto.

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“ Additional Grantors ” shall have the meaning assigned in Section 4.03 .

“ Agreement ” shall have the meaning set forth in the preamble.

“ Assigned Agreements ” shall mean all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time.

“ Cash Proceeds ” shall have the meaning assigned in Section 6.04 .

“ CFC Subsidiary ” shall mean any corporation, partnership, limited liability company, trust or other entity organized under the laws of the United States of America, any state thereof or the District of Columbia that has no material assets other than Capital Stock of or other Investments in one or more Foreign Entities.

“ Chattel Paper ” shall mean “ chattel paper ” as defined in Article 9 of the UCC, including “ electronic chattel paper ” or “ tangible chattel paper ”, as each term is defined in Article 9 of the UCC.

“ Collateral ” shall have the meaning assigned in Section 1.03 .

“ Collateral Agent ” shall have the meaning set forth in the preamble.

“ Collateral Records ” shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and related data processing software and similar items.

“ Collateral Support ” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“ Commercial Tort Claims ” shall mean all “ commercial tort claims ” as defined in Article 9 of the UCC, including all commercial tort claims listed on Schedule 3.8 (as such schedule may be amended or supplemented from time to time).

“ Commodities Accounts ” (i) shall mean all “ commodity accounts ” as defined in Article 9 of the UCC and (ii) shall include all of the accounts listed on Schedule 3.4 under the heading “Commodities Accounts” (as such schedule may be amended or supplemented from time to time).

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“ Copyright Licenses ” shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including each agreement referred to in Schedule 3.7(A) (as such schedule may be amended or supplemented from time to time).

“ Copyright Security Interest Assignment ” means an assignment in the form of Exhibit D.

“ Copyrights ” shall mean all United States, state and foreign copyrights, whether registered or unregistered, now or hereafter in force throughout the world, all registrations and applications therefor including the applications and registrations referred to in Schedule 3.7(A) (as such schedule may be amended or supplemented from time to time), all rights corresponding thereto throughout the world, all extensions and renewals of any thereof, the right to sue for past, present and future infringements of any of the foregoing, and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages, and proceeds of suit, which are owned or licensed by a Grantor.

“ Counterpart Agreement ” has the meaning ascribed to such term in Section 4.03 .

“ Credit Agreement ” shall have the meaning set forth in the recitals.

“ Deposit Account Control Agreement ” means an agreement in the form of Exhibit C with such changes thereon as the Collateral Agent may agree.

“ Deposit Accounts ” (i) shall mean all “ deposit accounts ” as defined in Article 9 of the UCC and (ii) shall include all of the accounts listed on Schedule 3.4(A) under the heading “Deposit Accounts” (as such schedule may be amended or supplemented from time to time).

“ Documents ” shall mean all “ documents ” as defined in Article 9 of the UCC.

“ Equipment ” shall mean:  (i) all “ equipment ” as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

“ Excluded Subsidiary ” shall mean Oppenheimer Trust Company, a corporation formed under the laws of New Jersey.

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“ Foreign Entity ” shall mean a corporation, partnership, limited liability company, trust or any other entity organized under the laws of a jurisdiction other than the United States of America, any state thereof or the District of Columbia.

“ General Intangibles ” (i) shall mean all “ general intangibles ” as defined in Article 9 of the UCC, including “ payment intangibles ” also as defined in Article 9 of the UCC and (ii) shall include all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC).

“ Goods ” (i) shall mean all “ goods ” as defined in Article 9 of the UCC and (ii) shall include all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC).

“ Grantor ” shall have the meaning set forth in the preamble.

“ Instruments ” shall mean all “ instruments ” as defined in Article 9 of the UCC.

“ Insurance ” shall mean:  (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

“ Intellectual Property ” shall mean all “Intellectual Property” as defined in the Credit Agreement, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

“ Intellectual Property Security Interest Assignments ” means Copyright Security Interest Assignments, Patent Security Interest Assignments, and Trademark Security Interest Assignments.

“ Intercompany Indebtedness ” shall mean all Indebtedness of any Grantor to any other Grantor.

“ Inventory ” shall mean all “ inventory ” as defined in Article 9 of the UCC.

“ Investment Related Property ” shall mean:  (i) all “ investment property ” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, Securities Accounts, Commodities Accounts, Deposit Accounts and certificates of deposit.

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“ Lender ” shall have the meaning set forth in the recitals.

“ Letter of Credit Right ” shall mean “ letter-of-credit right ” as defined in Article 9 of the UCC.

“ Material Impairment ” means a material adverse effect on the value of the Collateral or the rights of any Secured Creditor in respect thereof, including the rights to levy legal process or to sell the Collateral upon foreclosure.

“ Money ” shall mean “ money ” as defined in the UCC.

“ Patent Security Interest Assignment ” means an assignment in the form of Exhibit E.

“ Patent Licenses ” shall mean all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including each agreement referred to in Schedule 3.7(A) (as such schedule may be amended or supplemented from time to time).

“ Patents ” shall mean all United States, state and foreign patents and applications for letters patent throughout the world, including, but not limited to each patent and patent application referred to in Schedule 3.7(A) (as such schedule may be amended or supplemented from time to time), all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations of any of the foregoing, all rights corresponding thereto throughout the world, and all proceeds of the foregoing including licenses, royalties, income, payments, claims, damages, and proceeds of suit and the right to sue for past, present and future infringements of any of the foregoing, which are owned or licensed by a Grantor.

“ Payment Intangible ” shall have the meaning specified in Article 9 of the UCC.

“ Pledge Supplement ” shall mean any supplement to this agreement in substantially the form of Exhibit A with such changes thereon as the Collateral Agent may agree.

“ Pledged Debt ” shall mean all monetary obligations owed to a Grantor evidenced by an instrument or a certificated security owed to such Grantor, including all Intercompany Indebtedness and all Indebtedness described on Schedule 3.4(A) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments evidencing such monetary obligations, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such monetary obligations.

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“ Pledged Equity Interests ” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.

“ Pledged LLC Interests ” shall mean all interests acquired in any limited liability company including all limited liability company interests listed on Schedule 3.4(A) under the heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends or other distributions from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.

“ Pledged Partnership Interests ” shall mean all interests acquired in any general partnership, limited partnership, limited liability partnership or other partnership including all partnership interests listed on Schedule 3.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends or other distributions from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

“ Pledged Stock ” shall mean all shares of capital stock owned by such Grantor, including all shares of capital stock described on Schedule 3.4(A) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends or other distributions from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“ Pledged Trust Interests ” shall mean all interests acquired in a Delaware business trust or other statutory trust including all trust interests listed on Schedule 3.4(A) under the heading “Pledged Trust Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

“ Proceeds ” shall mean:  (i) all “ proceeds ” as defined in Article 9 of the UCC, (ii) payments or distributions made with respect to any Investment Related

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Property and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

“ Receivables ” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including all such rights constituting or evidenced by any Account, Chattel Paper or Instrument, together with all of Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

“ Receivables Records ” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written forms of information related in any way to the foregoing or any Receivable.

“ Record ” shall have the meaning specified in Article 9 of the UCC.

“ Secured Obligations ” shall have the meaning assigned in Section 2.01 .

“ Secured Creditors ” means the Lenders, the Agents and the Hedging Agreement Providers, and shall include all former Lenders, Agents and Hedging Agreement Providers to the extent that any Obligations owing to such Persons were incurred while such Persons were Lenders, Agents or Hedging Agreement Providers and such Obligations have not been paid or satisfied in full.

“ Securities Account Control Agreement ” means an agreement in the form of Exhibit B with such changes thereon as the Collateral Agent may agree.

“ Securities Accounts ” (i) shall mean all “ securities accounts ” as defined in Article 8 of the UCC and (ii) shall include all of the accounts listed on Schedule 3.4(A) under the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to time).

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“ Securities Entitlements ” shall mean all “ securities entitlements ” as defined in Article 8 of the UCC.

“ Stock Restriction Agreement ” means the Stock Restriction Agreement, dated October 1998, by and among Evanston Financial Inc. (formerly known as Evanston Financial Corporation), a corporation formed under the laws of Delaware, the Borrower and the other Stockholders party thereto.

“ Supporting Obligation ” shall mean all “ supporting obligations ” as defined in Article 9 of the UCC.

“ Tax Code ” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“ Trademark Licenses ” shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including each agreement referred to in Schedule 3.7(A) (as such schedule may be amended or supplemented from time to time).

“ Trademark Security Interest Assignment ” means an assignment in the form of Exhibit F.

“ Trade Secret Licenses ” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including each agreement referred to in S chedule 3.7(G) (as such schedule may be amended or supplemented from time to time).

“ Uncertificated Securities Control Agreement ” means an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

SECTION 1.2.

Definitions; Interpretation .  All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or, if not defined therein, in the UCC.  References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically provided.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to

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 similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern.  All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 1.3.

Grant of Security .  Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Creditors a security interest in and continuing lien on, all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which, except as provided in Section 1.04 , being hereinafter collectively referred to as the “ Collateral ”):

(a)

Accounts;

(b)

Chattel Paper;

(c)

Documents;

(d)

General Intangibles;

(e)

Goods;

(f)

Instruments;

(g)

Insurance;

(h)

Investment Related Property;

(i)

Letter of Credit Rights;

(j)

Money;

(k)

Receivables and Receivable Records;

(l)

Commercial Tort Claims;

(m)

all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(n)

all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

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SECTION 1.4.

Certain Limited Exclusions .  Notwithstanding anything contained in Section 1.03 hereof or anything else herein to the contrary, in no event shall the security interest granted hereby in the Collateral attach to any of such Grantor’s right, title or interest (a) in any lease, license, contract, property right, or agreement to which any Grantor is a party or any of its rights or interests thereunder if the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable any right, title or interest of any Grantor therein, or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (in each case, other than to the extent any such term is rendered ineffective by §§ 9-406—9-409 of the UCC) (or any successor provision or provisions); (b) in any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder to the extent that any applicable law prohibits the creation of a security interest thereon (in each case, other than to the extent any such term would be rendered ineffective pursuant to Sections 9-406 through 9-409 of the UCC) provided , however , that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (a) or (b) above; (c) in any of the outstanding capital stock of a Foreign Entity in excess of 65% of the voting power of all classes of capital stock of such Foreign Entity entitled to vote; provided that immediately upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of capital stock in a Foreign Entity without adverse tax consequences, the Collateral shall include, and each Grantor shall be deemed to have granted a security interest in, such greater percentage of capital stock of each Foreign Entity; (d) in the capital stock of the Excluded Subsidiary or (e) in any trademark applications filed in the United States Patent and Trademark Office on the basis of such Guarantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.).  If at anytime any Grantor acquires interest in a CFC Subsidiary, the Collateral Agent agrees to release its security interest in the outstanding capital stock of such CFC Subsidiary in excess of 65% of the voting power of all classes of capital stock of such CFC Subsidiary entitled to vote.

ARTICLE II
SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE

SECTION 2.1.

Security for Obligations .  The security interests created by this Agreement secure, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) (and any successor

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 provision thereof)), of all Obligations with respect to every Grantor (the “ Secured Obligations ”).

SECTION 2.2.

Grantors Remain Liable .  

(a)

Anything contained herein to the contrary notwithstanding, but subject to the transfer of Pledged Equity Interests to the Collateral Agent or its nominee upon foreclosure or other analogous enforcement procedure:

(i)

each Grantor shall remain liable under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interest or Pledged LLC Interest, any Assigned Agreement and/or any other contracts and agreements included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed;

(ii)

the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral; and

(iii)

neither the Collateral Agent nor any Lender nor Hedging Agreement Provider shall have any obligation or liability under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Collateral Agent, any Lender or any Hedging Agreement Provider be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

(b)

Neither the Collateral Agent, any Lender, any Hedging Agreement Provider nor any purchaser at a foreclosure sale under this Agreement shall be obligated to assume any obligation or liability under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other contracts and agreements included in the Collateral unless the Collateral Agent, any Lender, any Hedging Agreement Provider or any such purchaser otherwise expressly agrees in writing to assume any or all of said obligations.

ARTICLE III
REPRESENTATIONS AND WARRANTIES AND COVENANTS

SECTION 3.1.

Generally .  

(a)

Representations and Warranties .  Each Grantor hereby represents and warrants that:

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(i)

it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, in each case free and clear of any and all Liens, rights or claims of all other Persons other than Permitted Encumbrances and minor defects in title that do not interfere with its ability to conduct its business as conducted in the date hereof or to use such assets for their intended purposes;

(ii)

the full legal name of such Grantor is as set forth on Schedule 3.1(A) and it has not done in the last five years, and does not do, business under any other name (including any trade-name or fictitious business name) except for those names set forth on Schedule 3.1(B) (as such schedule may be amended or supplemented from time to time);

(iii)

it has indicated on Schedule 3.1(A) (as such schedule may be amended or supplemented from time to time): (A) the type of organization of such Grantor, (B) the jurisdiction of organization of such Grantor, (C) the chief executive office or sole place of business of such Grantor and (D) the Federal Taxpayer Identification Number, if any, of such Grantor;

(iv)

except as provided on Schedule 3.1(C) , it has not changed its name, jurisdiction of organization, Federal Taxpayer Identification Number, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five years;

(v)

upon the filing of UCC-1 financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 3.1(D) hereof (as such schedule may be amended or supplemented from time to time), and compliance with the other requirements of Section 3 of this Agreement, all actions and consents necessary to create and perfect first priority security interests in all of the Collateral (to the extent such perfection and priority may be achieved by filings made in the United States) will have been made or obtained and the security interests granted to the Collateral Agent hereunder will constitute valid and perfected (to the extent such perfection and priority may be achieved by filings made in the United States) first priority security interests in all of the Collateral;

(vi)

other than the financing statements filed in favor of the Collateral Agent, no effective UCC financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (A) financing statements for which proper termination statements have been delivered to the

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Collateral Agent for filing and (B) financing statements, fixture filings or other instruments similar in effect filed in connection with Permitted Encumbrances;

(vii)

except as has been obtained, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (A) the pledge or grant by such Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (B) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (1) for the filings contemplated by clause (vii) above and (2) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities; and

(viii)

except as could not reasonably be expected to result in a Material Impairment, all information supplied by such Grantor with respect to any of the Collateral (in each case taken as a whole) is accurate and complete in all material respects.

(b)

Covenants and Agreements .  Each Grantor hereby covenants and agrees that until the payment in full of all Secured Obligations and termination of all Commitments:

(i)

except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Encumbrances, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

(ii)

it shall not produce, use or permit any Collateral to be used (A) in violation of any provision of this Agreement or (B) except as could not reasonably be expected to result in a Material Impairment, unlawfully or in material violation of any applicable material statute, regulation or ordinance or any policy of insurance covering the Collateral;

(iii)

it shall not change its name, type of organization, jurisdiction of organization, Federal Taxpayer Identification Number or corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) unless it shall (A)  promptly after such change or establishment notify the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, of any such change or establishment, identifying such new proposed name, jurisdiction of organization, Federal Taxpayer Identification Number or corporate structure and providing the Collateral Agent with copies of any relevant filings and such other information in connection therewith as the Collateral Agent may reasonably request and (B) take all actions necessary or advisable, in the reasonable judgment

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 of Collateral Agent, to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby;

(iv)

to the extent required by the Credit Agreement, it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith;

(v)

it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted under Section 9.04 of the Credit Agreement; and

SECTION 3.2.

 [Intentionally Omitted.]

SECTION 3.3.

Receivables .  

(a)

Representations and Warranties .  Each Grantor represents and warrants that no Receivable in excess of $1,000,000 individually or $5,000,000 in the aggregate is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, the Collateral Agent to the extent required by, and in accordance with Section 3.03(c) .

(b)

Covenants and Agreements :  Each Grantor hereby covenants and agrees that until the payment in full of all Secured Obligations:

(i)

it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables in its reasonable business judgment and consistent with its past practice including, but not limited to, the originals of all documentation with respect to all such Receivables and records of all payments received and all credits granted on such Receivables, all merchandise returned and all other dealings therewith;

(ii)

it shall not amend, modify, terminate or waive any provision of any Receivable in any manner that could reasonably be expected to have a Material Adverse Effect.  Other than in the ordinary course of business as generally conducted by it and, except as otherwise provided in subsection (iii) below, during the continuance of an Event of Default, such Grantor shall not (A) grant any extension or renewal of the time of payment of any Receivable, (B) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (C) release, wholly or partially, any Person liable for the payment thereof, or (D) allow any credit or discount thereon;

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(iii)

except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor or after the occurrence and during the continuance of an Event of Default, the Collateral Agent, may deem necessary or advisable.  Notwithstanding the foregoing, the Collateral Agent shall have the right at any time during the continuance of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following delivery by the Administrative Agent to Borrower of notice of an Event of Default, the Collateral Agent may (A) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (B) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (C) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.  If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be promptly deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Securities Account or Deposit Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and

(iv)

it shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.

(c)

Delivery and Control of Receivables .  With respect to any Receivables in excess of $1,000,000 individually or $5,000,000 in the aggregate that is

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evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the Collateral Agent (or its agent or designee) appropriately indorsed to the Collateral Agent or indorsed in blank:  (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten days of such Grantor acquiring rights therein.  With respect to any Receivables in excess of $1,000,000 individually or $5,000,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC):  (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten days of such Grantor acquiring rights therein.  During the continuance of an Event of Default, any Receivable that is evidenced by, or constitutes, Chattel Paper or Instruments not otherwise required to be delivered or subjected to the control of the Collateral Agent in accordance with this subsection (c) shall be delivered or subjected to such control upon request of the Collateral Agent at any time following delivery by the Administrative Agent to Borrower of notice of an Event of Default.

SECTION 3.4.

Investment Related Property .  

(a)

Representations and Warranties .  Each Grantor hereby represents and warrants as follows:

(i)

Schedule 3.4(A) (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Pledged Stock, “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule;

(ii)

it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons other than Permitted Encumbrances and, other than the Stock Restriction Agreement, there are no outstanding warrants, options or other rights to purchase, or shareholder voting trusts or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

(iii)

no consent that has not been made or obtained of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is

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necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof (it being understood that the rights and exercise of remedies by the Collateral Agent with respect to the Capital Stock of Evanston Financial Inc. is subject to the Stock Restriction Agreement);

(iv)

none of the Pledged LLC Interests nor Pledged Partnership Interests with respect to any issuer which is a Subsidiary, if any, are or represent interests in issuers that are:  (a) registered as investment companies, (b) are dealt in or traded on securities exchanges or markets or (c) have opted to be treated as securities under the uniform commercial code of any jurisdiction;

(v)

Schedule 3.4(A) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt” all of the Pledged Debt owned by any Grantor, and all of such Pledged Debt are to the knowledge of such Grantor valid and binding obligation of the issuers thereof subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting rights of creditors and general principles of equity and is not in default and constitutes all of the issued and outstanding Indebtedness evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor;

(vi)

Schedule 3.4(A) (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Securities Accounts” and “Commodities Accounts,” respectively, all of the Securities Accounts and Commodities Accounts in which any Grantor has an interest.  The Grantors are the sole entitlement holders of each such respective Securities Account and Commodities Account, and no such Grantor has consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto, except to the extent such control would constitute a Permitted Encumbrance;

(vii)

Schedule 3.4(A) (as such schedule may be amended or supplemented from time to time) sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which each Grantor has an interest and the Grantors are the sole account holders of each such respective Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein except to the extent such control would constitute a Permitted Encumbrance; and

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(viii)

subject to Section 3.04(c) , each Grantor has taken all actions necessary, including those specified in Section 3.04(c) , to:  (a) establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Related Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts or Commodities Accounts (each as defined in the UCC); (b) except as otherwise in accordance with the last sentence of Section 3.04(c) hereof, establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (c) to deliver all Instruments to the Collateral Agent.

(b)

Covenants and Agreements .  Each Grantor hereby covenants and agrees that until the payment in full of all Secured Obligations and termination of all Commitments:

(i)

without the prior written consent of the Collateral Agent, it shall not vote to enable or take any other action to:  (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that materially and adversely affects the validity, perfection or priority of the Collateral Agent’s security interest, (b) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest which is a Subsidiary to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, (c) other than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity Interest which is a Subsidiary to dispose of all or a material portion of their assets, (d) during the continuance of an Event of Default waive any material default under or breach of any material terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests in each case which is a Subsidiary which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC or to cause the issuance of certificates or other evidence of Pledged Partnership Interests or Pledged LLC Interests, respectively, in such Grantor without the consent of the Collateral Agent; provided , however , that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof;

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(ii)

in the event it acquires rights in any Investment Related Property after the date hereof, it shall promptly deliver to the Collateral Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property.  Notwithstanding the foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3.4 as required hereby;

(iii)

except as provided in the next sentence or in the Credit Agreement, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall within ten days take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including delivery thereof to the Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall be segregated from all other property of such Grantor.  Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest and principal;

(iv)

it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce in all material respects all of its rights with respect to any Investment Related Property;

(v)

it shall notify the Collateral Agent of any default under any Pledged Debt that has caused, either in any case or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(vi)

without the prior written consent of the Collateral Agent or as permitted under the Credit Agreement, it shall not permit any issuer of any Pledged Equity Interest which is a Subsidiary to merge or consolidate unless all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other

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property is distributed in respect of the outstanding equity interests of any other constituent company; provided that if the surviving or resulting company upon any such merger or consolidation involving an issuer which is a Foreign Entity or a Domestic Subsidiary that has no material assets other than Capital Stock of or other Investments in one or more Foreign Entity, then such Grantor shall only be required to pledge equity interests in accordance with Section 1.04 hereof; and

(vii)

each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Collateral Agent and, subject to the terms of the applicable partnership agreement or limited liability company agreement or operating agreement, to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

(c)

Delivery and Control .  Each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights (other than the Capital Stock) it shall comply with the provisions of this Section 3.04(c) on or before the Closing Date, (ii) with respect to the Capital Stock it shall comply with the provisions of this Section 3.04(c) on or before the 31st day following the Closing Date and (iii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.04(c) within ten days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent.  With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC.  With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall use commercially reasonable efforts to cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.  With respect to any Investment Related Property consisting of Securities Accounts, Securities Entitlements or Commodities Accounts, it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor.  With respect to any

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Investment Related Property that is a “Deposit Account,” it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account.  Each Grantor shall have entered into such control agreement or agreements with respect to:  (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Closing Date, as soon as practicable and in no event later than October 31, 2006, or at such other reasonable period agreed to by the Collateral Agent and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts.  In addition to the foregoing, if any issuer of any Investment Related Property having a fair market value in excess of $2,000,000 is located in a jurisdiction outside of the United States, each Grantor shall take such reasonable additional actions, including using commercially reasonable efforts to cause the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent.  During the continuance of an Event of Default, the Collateral Agent shall have the right, with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent.  In addition, during the continuance of an Event of Default the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.  

(d)

Voting and Distributions .

(i)

So long as an Event of Default shall have not have occurred and be continuing:

(A)

except as otherwise provided in Section 3.04(b)(i) of this Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof, provided that no Grantor shall exercise or refrain from exercising any such right (1) that would have a Material Adverse Effect; or (2) for any purpose inconsistent with the terms of this Agreement or the Credit Agreement; it being understood, however, that for the purpose of clause (1) above neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at any meeting of stockholders or action by written consent in lieu thereof or with respect to incidental matters at any such meeting or in such consent, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed

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inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 3.04(d)(i)(A) ; and

(B)

the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (A) above;

(ii)

Upon the occurrence and during the continuation of an Event of Default:

(A)

all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right but not the obligation to exercise such voting and other consensual rights; and

(B)

in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder:  (A) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (B) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 5.01 .

(e)

U.S. Broker-Dealer Subsidiaries.   Notwithstanding any contrary provision of this Agreement,  (i) no U.S. Broker-Dealer Subsidiary shall be a party to the Credit Agreement or the Security Agreement or have any obligations thereunder and (ii) the Collateral Agent and the Secured Creditors acknowledge that the exercise of any rights and remedies hereunder with respect to the capital stock of or other interests in any U.S Broker-Dealer Subsidiary will be subject to the receipt of any approvals from any applicable SRO  (including, without limitation, the New York Stock Exchange) then required for the exercise of such rights and remedies.

SECTION 3.5.

Material Contracts .  

(a)

Representations and Warranties .  Each Grantor hereby represents and warrants as follows:

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(i)

Schedule 3.5 (as such schedule may be amended or supplemented from time to time) sets forth all of the Material Contracts to which such Grantor has rights;

(ii)

the Material Contracts, true and complete copies (including any amendments or supplements thereof) of which have been furnished to the Collateral Agent, have been duly authorized, executed and delivered by the Grantors and, to the knowledge of the Grantors, the other parties thereto, are in full force and effect and are binding upon and enforceable against the Grantors and, to the knowledge of the Grantors, the other parties thereto in accordance with their respective terms subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting rights of creditors generally and general principles of equity.

(b)

Covenants and Agreements .  Each Grantor hereby covenants and agrees that until the payment in full of the Secured Obligations and termination of all Commitments:

(i)

during the continuance of an Event of Default, in addition to any rights under Section 3.03 , the Collateral Agent may if it deems reasonably necessary at any time notify, or require any Grantor to so notify, the counterparty on any Material Contract of the security interest of the Collateral Agent therein.  In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent;

(ii)

after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver promptly to the Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any Material Contract;

(iii)

it shall perform in all material respects all of its obligations with respect to the Material Contracts except where failure to do so could not reasonably be expected to have a Material Adverse Effect;

(iv)

it shall in its reasonable business judgment and consistent with its past practice exercise each material right it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor or after the occurrence and during the continuance of an Event of Default, the Collateral Agent may deem necessary or advisable;

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(v)

it shall use its commercially reasonable business judgment in deciding whether or not to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Material Contract.

SECTION 3.6.

Letter of Credit Rights .  

(a)

Representations and Warranties .  Each Grantor hereby represents and warrants as follows:

(i)

all letters of credit in excess of $1,000,000 to which such Grantor is a beneficiary and has rights are listed on Schedule 3.6 (as such schedule may be amended or supplemented from time to time) hereto; and

(ii)

such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Agent pursuant hereto) having “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in such Grantor’s rights in respect thereof.

(b)

Covenants and Agreements .  Each Grantor hereby covenants and agrees that, until the payment in full of all Secured Obligations with respect to any letter of credit in excess of $1,000,000 hereafter arising to which such Grantor is a beneficiary, it shall use commercially reasonable efforts to obtain the consent of the issuer thereof to the assignment of the proceeds of the letter of credit to the Collateral Agent and shall promptly deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto.

SECTION 3.7.

Intellectual Property .  

(a)

Representations and Warranties .  Except as disclosed in Schedule 3.7(H) (as such schedule may be amended or supplemented from time to time), each Grantor hereby represents and warrants as follows:

(i)

Schedule 3.7(A) (as such schedule may be amended or supplemented from time to time) sets forth a true and complete list of (i) all material United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor and material to the business of each Grantor and (ii) all Patent Licenses, Trademark Licenses and Copyright Licenses material to the business of each Grantor;

(ii)

it has executed and delivered to the Collateral Agent Intellectual Property Security Interest Assignments for all registered or material Copyrights, Patents and Trademarks owned by such Grantor, including, but not

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limited to, all Copyrights, Patents and Trademarks on Schedule 3.7 (as such schedule may be amended or supplemented from time to time);

(iii)

it is the sole and exclusive owner of the entire right, title, and interest in and to or has the valid right to use the Intellectual Property on Schedule 3.7 (as such schedule may be amended or supplemented from time to time) listed under its respective name, and owns or has right to use all other material Intellectual Property used in or necessary to conduct its business, as currently conducted free and clear of all Liens, claims, encumbrances and licenses, except for Permitted Encumbrances and exclusive licenses and nonexclusive licenses granted in the ordinary course of business (as each may be amended or supplemented from time to time);

(iv)

to its knowledge, all Intellectual Property owned by such Grantor is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, except as could not reasonably be expected to have a Material Adverse Effect or result in Material Impairment, and each Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of material Intellectual Property owned by such Grantor in full force and effect, except to the extent that a particular Patent, Trademark or Copyright is no longer material or necessary to the business of such Grantor;

(v)

all material Intellectual Property owned by such Grantor is valid and to its knowledge, enforceable in all material respects; no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity of, such Grantor’s right to register, or such Grantor’s rights to own or use, any Intellectual Property except as could not reasonably be expected to have a Material Adverse Effect or result in Material Impairment and no such action or proceeding is pending or, to such Grantor’s knowledge, threatened except as disclosed in Schedule 3.7(H) (as such schedule may be amended or supplemented from time to time);

(vi)

all registrations and applications for Copyrights, Patents and Trademarks owned by such Grantor are standing in the name of such Grantor, and none of the material Trademarks, Patents, Copyrights or Trade Secret Collateral owned by such Grantor has been licensed to any affiliate or third party, except exclusive and nonexclusive licenses granted in the ordinary course of business (as each may be amended or supplemented from time to time);

(vii)

it has been using appropriate statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights material to the business of such Grantor;

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(viii)

it uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all material Trademarks and has taken all commercially reasonable action necessary to insure that all licensees of such Trademarks owned by such Grantor use such adequate standards of quality;

(ix)

to its knowledge, the conduct of its business does not infringe upon any trademark, patent, copyright, trade secret or similar intellectual property right owned or controlled by a third party; no written claim has been made to such Grantor that the use of any material Intellectual Property owned or used by such Grantor (or any of its respective licensees) violates the asserted rights of any third party except as could not reasonably be expected to have a Material Adverse Effect or result in a Material Impairment;

(x)

to its knowledge, no third party is infringing upon any material Intellectual Property owned or used by such Grantor, or any of its respective licensees, in any material respect;

(xi)

no settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affect its rights to own or use any Intellectual Property except as would not have a Material Adverse Effect or result in a Material Impairment, in each case individually or in the aggregate; and

(xii)

such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any material Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released.  There is no effective financing statement or other document or instrument now executed, or on file or recorded in any public office, granting a security interest in or otherwise encumbering any part of the Intellectual Property, other than in favor of the Collateral Agent or Permitted Encumbrances.

(b)

Covenants and Agreements .  Each Grantor hereby covenants and agrees as follows until the payment in full of the Secured Obligations and termination of the Commitments:

(i)

it shall not do any act or omit to do any act whereby any of the Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein, except to the extent that a particular item of Intellectual Property is no longer material or necessary to the business of such Grantor;

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(ii)

if consistent with reasonable commercial judgment, it shall not, with respect to any Trademarks which are material to the business of such Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all commercially reasonable steps necessary to ensure that licensees of such Trademarks use such consistent standards of quality, except to the extent that a Trademark is no longer material or necessary to the business of such Grantor;

(iii)

it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of the Intellectual Property that is material to the business of such Grantor may become (A) abandoned or dedicated to the public or placed in the public domain, (B) invalid or unenforceable, or (C) subject to any material adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court;

(iv)

it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any material application and maintain any registration of each Trademark, Patent, and Copyright owned by such Grantor the maintenance or registration of which is material to its business including, but not limited to, those items on Schedule 3.7(A) (as each may be amended or supplemented from time to time);

(v)

in the event that any material Intellectual Property owned by or exclusively licensed to such Grantor is infringed, misappropriated, or diluted by a third party in any material respect, such Grantor shall promptly take all commercially reasonable actions to protect such Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief where appropriate and to recover damages;

(vi)

it shall promptly (but in no event more than thirty days after the end of each quarterly period of the fiscal year in which such Grantor obtains knowledge thereof) report to the Collateral Agent (A) the filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (B) the registration of any Intellectual Property by any such office, in each case by executing and delivering to the Collateral Agent a completed Pledge

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Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto;

(vii)

it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to the Collateral Agent Intellectual Property Security Interest Assignments and such other document reasonably required to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired;

(viii)

except with the prior consent of the Collateral Agent or as permitted under the Credit Agreement, (A) no Grantor shall execute, and there will not be on file in any public office, any financing statement or other document or instruments which remain in effect, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent and (B) such Grantor shall not sell, assign, transfer, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Security Agreement and the other Loan Documents or Permitted Encumbrances and any licenses granted in the ordinary course of business;

(ix)

it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property material to its business acquired under such contracts;

(x)

it shall take all commercially reasonable steps to protect the secrecy of all Trade Secrets relating to the products and services sold or delivered under or in connection with the Intellectual Property material to its business, including, for example, entering into confidentiality agreements with key employees and labeling and restricting access to secret information and documents, except to the extent that a Trade Secret is no longer material or necessary to the business of such Grantor;

(xi)

it shall use all necessary and proper statutory notice in connection with its use of any of the Intellectual Property material to its business; and

(xii)

it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property material to its business or any portion thereof.  In connection with such collections, such Grantor may take such action as such Grantor or after the occurrence and during the continuance of an Event of Default, the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts.  

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SECTION 3.8.

Commercial Tort Claims .  

(a)

Representations and Warranties .  Each Grantor hereby represents and warrants that Schedule 3.8 (as such schedule may be amended or supplemented from time to time) sets forth all Commercial Tort Claims in excess of $5,000,000 individually of each Grantor.

(b)

Covenants and Agreements .  Each Grantor hereby covenants and agrees that until the payment in full of the Secured Obligations and termination of all Commitments with respect to any Commercial Tort Claim of such Grantor in excess of $5,000,000 individually hereafter arising it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

ARTICLE IV
FURTHER ASSURANCES;
ADDITIONAL GRANTORS

SECTION 4.1.

Further Assurances .  

(a)

Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be  reasonably necessary, or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i)

file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby;

(ii)

take all actions reasonably necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Intellectual Property material to the business of any Grantor with any intellectual property registry in the United States in which said material Intellectual Property is registered or in which an application for registration is pending including the United States Patent and Trademark Office, the United States Copyright Office and the various Secretaries of State; and

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(iii)

at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any material part of the Collateral.

(b)

Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including financing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Collateral Agent herein.  Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including describing such property as “all assets” or “all personal property.”  Each Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

(c)

Each Grantor hereby authorizes the Collateral Agent to modify this Agreement after obtaining such Grantor’s approval of or signature to such modification by amending Schedule 3.7 (as such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

SECTION 4.2.

Additional Grantors .  From time to time subsequent to the date hereof, additional Persons may become parties to this Agreement as additional Grantors (each, an “ Additional Grantor ”), by executing a counterpart agreement (each, a “ Counterpart Agreement ”).  Upon delivery of any such Counterpart Agreement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto.  Each Additional Grantor shall deliver to the Collateral Agent, together with such Counterpart Agreement, a completed Pledge Supplement together with all Supplements to Schedules thereto, reflecting all personal property to which it has rights that will be deemed Collateral pursuant to Section 1.03 .  Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of the Borrower to become an Additional Grantor hereunder.  

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ARTICLE V
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT

SECTION 5.1.

Power of Attorney .  Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s reasonable discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including the following:

(a)

upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

(b)

upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c)

upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d)

upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

(e)

to prepare and file any UCC financing statements against such Grantor as debtor;

(f)

upon the occurrence and during the continuance of any Event of Default, to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;

(g)

upon the occurrence and during the continuance of any Event of Default, to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including access to pay or discharge taxes or Liens (other than Permitted Encumbrances) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole

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discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately without demand; and

(h)

upon the occurrence and during the continuance of any Event of Default, generally, to the extent permitted by applicable law, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that, to the extent permitted by applicable law, the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

SECTION 5.2.

No Duty on the Part of Collateral Agent or Secured Creditors .  The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Creditors in the Collateral and, except as otherwise provided by applicable law, shall not impose any duty upon the Collateral Agent or any Secured Creditor to exercise any such powers.  The Collateral Agent and the Secured Creditors shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their or their affiliates’ officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

ARTICLE VI
REMEDIES

SECTION 6.1.

Generally .  

(a)

During the continuance of an Event of Default, following delivery by the Administrative Agent to Borrower of notice of an Event of Default, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i)

require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties;

(ii)

enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

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(iii)

prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and

(iv)

without notice except as specified below or under the UCC or other applicable law, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.

(b)

The Collateral Agent or any Secured Creditor may be the purchaser of any or all of the Collateral at any public or private (to the extent such portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and other applicable law and the Collateral Agent, as collateral agent for and representative of the Secured Creditors, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  Each Grantor agrees that, to the extent notice of sale shall be required by law (and unless otherwise provided by applicable law), at least ten days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets.  Each Grantor hereby waives any claims against the Collateral Agent and the Secured Creditors arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, provided

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that this sentence shall not restrict the operation of Section 9-615(f) of the UCC or other applicable law.  If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the reasonable fees of any attorneys employed by the Collateral Agent to collect such deficiency.  Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities.  Nothing in this Section shall in any way alter the rights of the Collateral Agent hereunder.

(c)

The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral.  The Collateral Agent may specifically disclaim or modify any warranties of title or the like.  This procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral.

(d)

If the Collateral Agent sells any of the Collateral on credit, the Secured Obligations will be credited only with payments actually made by the purchaser and received by the Collateral Agent and applied to the indebtedness of the purchaser.  In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral.

(e)

The Collateral Agent shall have no obligation to marshall any of the Collateral.

SECTION 6.2.

Investment Related Property .  

(a)

Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration

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under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it.  If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

(b)

During the continuance of an Event of Default, following delivery by the Administrative Agent to Borrower of notice of an Event of Default, the Collateral Agent shall have the right to apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent.

SECTION 6.3.

Intellectual Property .  

(a)

Anything contained herein to the contrary notwithstanding, during the continuance of an Event of Default, following delivery by the Administrative Agent to Borrower of notice of an Event of Default:

(i)

the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property owned by a Grantor, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents reasonably required by the Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Agent and the Secured Creditors as provided in Section 14.18 of the Credit Agreement in connection with the exercise of its rights under this Section, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any material Intellectual Property owned by such Grantor as provided in this Section, each Grantor agrees to use all commercially reasonable efforts, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of the Intellectual Property owned by such Grantor by others if appropriate in such Grantor’s reasonable commercial judgment;

(ii)

upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent all of such Grantor’s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

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(iii)

each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any Lender or any Hedging Agreement Provider) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property;

(iv)

the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done and such Grantor agrees that it shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(b)

If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided that, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further that the rights, title and interests so reassigned shall be free and clear of any Liens granted by or on behalf of the Collateral Agent and the Secured Creditors.

(c)

Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 6 during the continuance of an Event of Default and at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants during the continuance of an Event of Default, to the Collateral Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor), to use, operate under, license, or sublicense any Intellectual Property  now owned or hereafter acquired by such Grantor, and wherever the same may be located, subject to (i)

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the maintenance of quality control standards with respect to all goods and services sold under any licensed Trademarks substantially consistent with those in effect immediately prior to the Event of Default in order to maintain the validity and enforceability of such Trademarks and (ii) exclusive licenses granted by such Grantor prior to the Event of Default to the extent such licenses conflict at the time of the Event of Default with the granting of other licenses in and to the same Intellectual Property.

SECTION 6.4.

Cash Proceeds .  In addition to the rights of the Collateral Agent specified in Section 3.03 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “ Cash Proceeds ”) (i) if no Event of Default shall have occurred and be continuing, shall be applied by such Grantor in a manner not inconsistent with the Credit Agreement, and (ii) if during the continuance of an Event of Default following delivery by the Administrative Agent to Borrower of notice of an Event of Default, shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 3.04(b)(iii) , be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Creditors, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

SECTION 6.5.

Application of Proceeds .  Except as expressly provided elsewhere in this Agreement, upon and during the continuance of an Event of Default, all proceeds received by the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against the Secured Obligations in the order set forth in Section 2.05 of the Credit Agreement.

ARTICLE VII
COLLATERAL AGENT

The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Creditors. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents (other than Hedging Obligations), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedging Agreement that has been terminated in accordance with its terms,

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the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedging Agreement) under all Hedging Agreements.  In furtherance of the foregoing provisions of this Section, each Hedging Agreement Provider, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Hedging Agreement Provider that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the ratable benefit of Lenders and Hedging Agreement Providers in accordance with the terms of this Section. Collateral Agent may resign and a successor Collateral Agent may be appointed, all in accordance with Section 13.08 of the Credit Agreement.  After any retiring Collateral Agent’s resignation as the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder.

ARTICLE VIII
CONTINUING SECURITY INTEREST; TRANSFER OF LOANS;
TERMINATION AND RELEASES

This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns for the benefit and on behalf of the Secured Creditors.  Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise.  Upon the payment in full of all Secured Obligations, the security interest granted hereby shall terminate hereunder and of record and all rights to the Collateral shall revert to Grantors.  Upon any such termination the Collateral Agent shall, at Grantors’ expense, reasonably promptly upon request by Grantor, execute and deliver to Grantors such documents as Grantors shall reasonably request to evidence such termination.

If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.  At the request and sole expense of such Grantor, a Grantor Subsidiary shall be released from its obligations hereunder in the event that all the Capital Stock or substantially all of the assets of such Grantor Subsidiary shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement (including by way of merger or consolidation).  In the event that any Subsidiary is released from its obligations hereunder pursuant to this Section 8 , any Mortgage granted by such Subsidiary to the Collateral Agent shall also be released.

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ARTICLE IX
STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM

The powers conferred on the Collateral Agent hereunder are solely to protect its interest, for the benefit and on behalf of the Secured Creditors, in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the exercise of reasonable care in the custody of any Collateral in its possession or control and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property.  Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to take or delay in taking action under this Agreement except to the extent such delay or failure arises from the bad faith, gross negligence or willful misconduct of the Collateral Agent or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise.  If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 14.05 of the Credit Agreement.

ARTICLE X
MISCELLANEOUS

Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 14.01 of the Credit Agreement.  No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available.  In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.  This Agreement shall be binding upon and inure

39

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to the benefit of the Collateral Agent and Grantors and their respective successors and assigns.  No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder except to the extent expressly permitted under the Credit Agreement.  This Agreement and the other Loan Documents embody the entire agreement and understanding between Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.  This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

CONSENT TO JURISDICTION, SERVICE OF PROCESS AND VENUE .  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN, COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH GRANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH GRANTOR AT ITS ADDRESS FOR NOTICES SET FORTH IN SECTION 12 , SUCH SERVICE TO BECOME EFFECTIVE FIVE (5) DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH OR ALL GRANTORS IN ANY OTHER JURISDICTION.  EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

40

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PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

WAIVER OF JURY TRIAL, ETC.  EACH GRANTOR AND THE COLLATERAL AGENT HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM WITH RESPECT TO THIS AGREEMENT OR ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  EACH GRANTOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF THE COLLATERAL AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE COLLATERAL AGENT WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS.  EACH GRANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE COLLATERAL AGENT ENTERING INTO THIS AGREEMENT.

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IN WITNESS WHEREOF , each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

42

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B. Other names

None.

C. Changes in Name, Jurisdiction, Federal Tax ID Number, Chief Executive Office, or Corporate Structure

Fahnestock Viner Holdings Inc. changed its name to Oppenheimer Holdings Inc. in September 2003.

S-1

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Schedule 3.4

Investment Related Property

PART A:

Pledged Stock :

All shares owned by Oppenheimer Holdings Inc. in E.A. Viner International Co.

All shares owned by E.A. Viner International Co. in the following entities:

Viner Finance Inc.

Oppenheimer Asset Management Inc.

Newson, Inc.

Evanston Financial Inc.

All shares owned by Viner Finance Inc. Oppenheimer & Co. Inc.

Pledged LLC Interests :

None.

Pledged Partnership Interests :

None.

Pledged Trust Interests :

None.

Pledged Debt :

None.

Securities Accounts :

See attached Schedule (Schedule 6.01(s) to Credit Agreement).

Commodities Accounts :

None.

Deposit Accounts :

See attached Schedule (Schedule 6.01(s) to Credit Agreement).

PART B:

Acquired Entity Interests

None.

S-2

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Schedule 3.5

Description of Material Contract

1.

The contracts and agreements filed by Oppenheimer Holdings, Inc., a Canadian company, as Exhibits to its annual reports on Forms 10-K and Forms 8-K are hereby incorporated by reference in their entirety.

2.

License Agreement dated as of March 18, 1986, between Oppenheimer Holdings, Inc. (a Delaware Corporation) and Oppenheimer Management Corporation.

3.

License Agreement dated as of July 22, 1997, between Oppenheimer Holdings, Inc. (a Delaware Corporation) and Oppenheimer Capital.

S-3

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Schedule 3.6

Description of Letters of Credit

None.

S-4

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Schedule 3.7

Intellectual Property

A. Patents, Trademarks, Copyrights and Material Licenses

UNITED STATES PATENTS:

None.

Applications:

None.

Licenses:

1.

License Agreement dated as of March 18, 1986, between Oppenheimer Holdings, Inc. (a Delaware Corporation) and Oppenheimer Management Corporation.

2.

License Agreement dated as of July 22, 1997, between Oppenheimer Holdings, Inc. (a Delaware Corporation) and Oppenheimer Capital.

UNITED STATES COPYRIGHTS:

None.

OTHER INTELLECTUAL PROPERTY:

Domain Names:

None.

Other Intellectual Property:

None.

B. Liens on Intellectual Property

None.

D. Claims on Intellectual Property

None.

F. Encumbrances on Intellectual Property

None.

G. Licenses on Intellectual Property

None.

S-5

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Schedule 3.8

Commercial Tort Claims

None.

S-6

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EXHIBIT A
TO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

This PLEDGE SUPPLEMENT , dated [mm/dd/yy] , is delivered pursuant to the Pledge and Security Agreement, dated as of July 31, 2006 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement” ), among E.A. VINER INTERNATIONAL CO. , the other Grantors named therein, and MORGAN STANLEY & CO. INCORPORATED , as the Collateral Agent.  Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in and to all of its Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located.  Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

IN WITNESS WHEREOF , Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy] .

[NAME OF GRANTOR]

By:_____________________________

Name:

Title:

A-1

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(B)

Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor has conducted business for the past five years:

(C)

Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person), Federal Taxpayer Identification Number and Corporate Structure within past five years:

(D)

Agreements pursuant to which any Grantor is found as debtor within past five (5) years:

(E)

Financing Statements:

A-2

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 SUPPLEMENT TO SCHEDULE 3.4
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)

Pledged Stock:

Pledged Partnership Interests:

Pledged LLC Interests:

Pledged Trust Interests:

Pledged Debt:

Securities Account:

Commodities Accounts:

Deposit Accounts:

(B)

A-3

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SUPPLEMENT TO SCHEDULE 3.5
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

A-4

­NY12534:167338.25

SUPPLEMENT TO SCHEDULE 3.6
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

A-5

­NY12534:167338.25

SUPPLEMENT TO SCHEDULE 3.7
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)

Copyrights

(B)

Copyright Licenses

(C)

Patents

(D)

Patent Licenses

(E)

Trademarks

(F)

Trademark Licenses

(G)

Trade Secret Licenses

(H)

Intellectual Property Matters

A-6

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SUPPLEMENT TO SCHEDULE 3.8
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

A-7

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EXHIBIT B
TO PLEDGE AND SECURITY AGREEMENT

SECURITIES ACCOUNT CONTROL AGREEMENT

This Securities Account Control Agreement dated as of [mm/dd/yy] (this “ Agreement ”) is entered into by and among ____________________________ (the “ Grantor” ), MORGAN STANLEY & CO. INCORPORATED , as collateral agent for the Secured Parties (the “ Collateral Agent ”) and ____________, in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, the “ Securities Intermediary ”).  Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated July 31, 2006, among the Grantor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”).  All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1.

Establishment of Securities Account .  The Securities Intermediary hereby confirms and agrees that:

(a)

The Securities Intermediary has established account number [IDENTIFY ACCOUNT NUMBER] in the name of “ [IDENTIFY EXACT TITLE OF ACCOUNT] ” (such account and any successor account, the “ Securities Account ”) and the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Collateral Agent;

(b)

All securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank;

(c)

All property delivered to the Securities Intermediary pursuant to the Security Agreement will be promptly credited to the Securities Account; and

(d)

The Securities Account is a “securities account” within the meaning of Section 8-501 of the UCC.

Section 2.

“Financial Assets” Election .  The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument, general intangible or cash) credited to the Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 3.

Control of the Securities Account .  If at any time the Collateral Agent delivers to the Securities Intermediary a Notice of Default and Sole Control in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it shall (a) comply with any entitlement order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account without further consent by the Grantor or any other person and (b) take all instruction with respect to the Securities Account solely from the Collateral Agent (including in circumstances where such instruction conflicts with instructions received from Grantor).  Until such time as the Securities Intermediary shall have received a Notice of Default and Sole Control, the Grantor shall be entitled to issue entitlement orders with respect to the Securities Account.

Section 4.

Subordination of Lien; Waiver of Set-Off .  In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent.  The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 5.

Choice of Law .  This Agreement and the Securities Account shall each be governed by the laws of the State of New York.  Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

Section 6.

Conflict with Other Agreements.

(a)

In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

(b)

No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto;

(c)

The Securities Intermediary hereby confirms and agrees that:

(i)

There are no other agreements entered into between the Securities Intermediary and the Grantor with respect to the Securities Account;

(ii)

It has not entered into, and until the termination of this Agreement, without the consent of the Collateral Agent, will not enter into, any agreement with any other person relating to the Securities Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person; and

(iii)

It has not entered into, and until the termination of this Agreement, without the consent of the Collateral Agent, will not enter into, any agreement with the Grantor or the Collateral Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.

Section 7.

Adverse Claims .  Except for the claims and interest of the Collateral Agent and of the Grantor in the Securities Account, the Securities Intermediary does not know of any claim to, or interest in, the Securities Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC) credited thereto.  If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Grantor thereof.

Section 8.

Maintenance of Securities Account .  In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Securities Account as follows:

(a)

Voting Rights .  Until such time as the Securities Intermediary receives a Notice of Default and Sole Control pursuant to Section 3 hereof, the Grantor shall direct the Securities Intermediary with respect to the voting of any financial assets credited to the Securities Account.

(b)

Permitted Investments .  Until such time as the Securities Intermediary receives a Notice of Default and Sole Control signed by the Collateral Agent, the Grantor shall direct the Securities Intermediary with respect to the selection of investments to be made for the Securities Account; provided, however, that the Securities Intermediary shall not honor any instruction to purchase any investments other than investments of a type described on Exhibit B hereto.

(c)

Statements and Confirmations .  The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Securities Account and/or any financial assets credited thereto simultaneously to each of the Grantor and the Collateral Agent at the address for each set forth in Section 12 of this Agreement.

(d)

Tax Reporting .  All items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Grantor.

Section 9.

Representations, Warranties and Covenants of the Securities Intermediary .  The Securities Intermediary hereby makes the following representations, warranties and covenants:

(a)

The Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b)

This Agreement is the valid and legally binding obligation of the Securities Intermediary, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting rights of creditors generally (in the event of a bankruptcy, insolvency, reorganization, moratorium or similar circumstances affecting the Securities Intermediary) and general principles of equity.

Section 10.

Indemnification of Securities Intermediary .  The Grantor and the Collateral Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Grantor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence or willful misconduct and (b) the Grantor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 11.

Successors; Assignment .  The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law.  The Collateral Agent may assign its rights hereunder only in accordance with the Security Agreement and by sending written notice of such assignment to the Securities Intermediary and the Grantor.

Section 12.

Notices .  Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Grantor:

[INSERT ADDRESS]
Attention:
Telecopier:

Collateral Agent:

[INSERT ADDRESS]
Attention:
Telecopier:

Securities Intermediary:

[INSERT ADDRESS]
Attention:
Telecopier:

Any party may change its address for notices in the manner set forth above.

Section 13.

Termination .  The obligations of the Securities Intermediary to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Securities Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Securities Intermediary of such termination in writing.  The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit C hereto to the Securities Intermediary upon the request of the Grantor on or after the termination of the Collateral Agent’s security interest in the Securities Account pursuant to the terms of the Security Agreement.  The termination of this Agreement shall not terminate the Securities Account or alter the obligations of the Securities Intermediary to the Grantor pursuant to any other agreement with respect to the Securities Account.

Section 14.

Counterparts .  This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

[Remainder of page intentionally left blank]

B-1

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[GRANTOR]


By:  __________________________________

Name:

Title:

MORGAN STANLEY & CO. INCORPORATED,
as Collateral Agent


By:  ___________________________________

Name:

Title:

B-2

­NY12534:167338.25

[NAME OF SECURITIES INTERMEDIARY],
as Securities Intermediary


By:  ___________________________________

Name:

Title:

B-3

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EXHIBIT A
TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of MORGAN STANLEY & CO. INCORPORATED]

[Date]

[Name and Address of Securities Intermediary]

Attention:

Re:   Notice of Default and Sole Control

Ladies and Gentlemen:

As referenced in the Securities Account Control Agreement dated as of _______, 2006 among [NAME OF THE GRANTOR] , you and the undersigned (a copy of which is attached), we hereby (a) notify you that an Event of Default has occurred and (b) give you notice of our sole control over securities account number ____________ (the “Securities Account” ) and all financial assets credited thereto.  You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Securities Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE GRANTOR] .

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED,
as Collateral Agent


By:  _____________________________

Name:

Title:

cc:   [NAME OF THE GRANTOR]

B-A-1

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EXHIBIT B
TO SECURITIES ACCOUNT CONTROL AGREEMENT

Permitted Investments

[TO COME]

B-B-1

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EXHIBIT C
TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of MORGAN STANLEY & CO. INCORPORATED]

[Date]

[Name and Address of Securities Intermediary]

Attention:

Re:   Termination of Securities Account Control Agreement

You are hereby notified that the Securities Account Control Agreement dated as of _______, 2006 among you, [NAME OF THE GRANTOR] and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement.  Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) _______from [NAME OF THE GRANTOR] .  This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF THE GRANTOR] pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE GRANTOR] .

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED,
as Collateral Agent


By:  __________________________

Name:

Title:

B-C-1

­NY12534:167338.25

EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT

DEPOSIT ACCOUNT CONTROL AGREEMENT

This Deposit Account Control Agreement (this “ Control Agreement ”) dated as of [mm/dd/yy] among [NAME OF GRANTOR] (the “ Grantor ”), MORGAN STANLEY & CO. INCORPORATED , as Collateral Agent for the benefit of Lenders, in such capacity, (the “ Secured Party ”) and [NAME OF FINANCIAL INSTITUTION] , in its capacity as both a “bank” as defined in Section 9-102 of the UCC and a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacities, the “ Financial Institution ”).  Capitalized terms used but not defined herein shall have the meaning assigned in the Pledge and Security Agreement, dated as of July 31, 2006, between the Grantor, the other guarantors party thereto from time to time, and the Secured Party (the “ Security Agreement ”).  All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 15.

Establishment of Pledged Accounts .  The Financial Institution hereby confirms and agrees that:

(a)

Description of Account .  The Financial Institution has established the following accounts:

(i)

“Payroll Account” with account number [IDENTIFY ACCOUNT NUMBER] ; and

(ii)

“Operating Account” with account number [IDENTIFY ACCOUNT NUMBER] .

Each account is referred to herein as a “Pledged Account” and collectively the “Pledged Accounts”.  The term “Pledged Accounts” shall include any Investment Sweep Account tied thereto wherein funds held in the Deposit Accounts are swept daily into an investment account overnight and redeposited into the Pledged Accounts each morning.

(b)

Account Modifications .  Neither the Financial Institution nor the Grantor shall change the name or account number of any Pledged Account without the prior written consent of the Secured Party;

(c)

Type of Account .  Each Pledged Account is, and will be maintained as either a “deposit account” as defined in Section 9-102(a)(29) of the UCC or a “securities account” as defined in Section 8-501 of the UCC.

(d)

Securities Account Provisions .  If and to the extent any Pledged Account is a securities account (within the meaning of Section 8-501 of the UCC):

(i)

all securities, financial assets or other property credited to each Pledged Account shall be registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution.  In no case will any financial asset credited to any Pledged Account be registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless the foregoing have been specially indorsed to the Financial Institution or in blank;

(ii)

all financial assets delivered to the Financial Institution pursuant to the Security Agreement will be promptly credited to the appropriate Pledged Account; and

(iii)

the Financial Institution hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to any Pledged Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 16.

Secured Party Control .

(a)

Control for Purposes of UCC .  The Financial Institution agrees that if at any time it shall receive any order from the Secured Party (i) directing disposition of funds in any Pledged Account or (ii) directing transfer or redemption of the financial assets relating to the Pledged Accounts (such order, the “ Secured Party Order ”), the Financial Institution shall comply with such entitlement order or instruction without further consent by the Grantor or any other person. Such order shall be in substantially the form set forth as Exhibit A to this Control Agreement; and

(b)

Conflicting Orders or Instructions .  Notwithstanding anything to the contrary contained herein, if at any time the Financial Institution shall receive conflicting orders or instructions from the Secured Party and the Grantor, the Financial Institution shall follow the orders or instructions of the Secured Party and not such Grantor.

Section 17.

Waiver of Financial Institution’s Lien; Waiver of Set-Off .

(a)

Security Interest .  In the event that the Financial Institution has, or subsequently obtains, by agreement, by operation of law or otherwise a security interest in any Pledged Account (or any portion thereof), the Financial Institution hereby releases and terminates such security interest.

(b)

Set-off and Recoupment .  The financial assets, money and other items credited to each Pledged Account will not be subject to deduction, set-off, recoupment, banker’s lien, or any other right in favor of any person other than the Secured Party.

Section 18.

Governing Law .

(a)

Location of Financial Institution .  Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be the location of the bank for purposes of Sections 9-301, 9-304 and 9-307 of the UCC and the securities intermediary for purposes of Sections 9-301, 9-307, 8-110 of the UCC.

(b)

Law Governing This Control Agreement .  This Control Agreement shall be governed by the laws of the State of New York.

(c)

Law Governing Pledged Account .  Each Pledged Account shall be governed by the laws of the State of New York.

(d)

Consent To Jurisdiction .  All judicial proceedings brought against any party arising out of or relating hereto may be brought in any state or federal court of competent jurisdiction located in the State of New York. By executing and delivering this agreement, each party hereto, for itself and in connection with its properties, irrevocably accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts.

Section 19.

Possible Conflict with Other Agreements .

(a)

Conflict With Other Agreement .  In the event of any conflict between this Control Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail.

(b)

Amendment .  No amendment or modification of this Control Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

(c)

Existence of Other Agreements .  The Financial Institution hereby confirms and agrees that:

(i)

There are no other agreements entered into between the Financial Institution and the Grantor with respect to any Pledged Account except for those agreements set forth on Schedule A hereto;

(ii)

The Financial Institution has not entered into, and until the termination of this Control Agreement will not enter into, any Agreement with any other person relating any Pledged Account pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person; and

(iii)

The Financial Institution has not entered into, and until the termination of this Control Agreement will not enter into, any Agreement purporting to limit or condition the obligation of the Financial Institution to comply with entitlement orders or instructions.

Section 20.

Adverse Claims .

(a)

Adverse Claim .  Except for the claims and interests of the Secured Party and the Grantor, the Financial Institution does not know of any lien on, or claim to, or interest in, any Pledged Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC), cash or funds credited thereto.

(b)

Notice .  If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Pledged Account (or in any financial asset, cash or funds carried therein), the Financial Institution will promptly notify the Secured Party; provided , however , that the Financial Institution shall not be liable to Secured Party for its failure to do so.

Section 21.

Maintenance of Account .  The Financial Institution shall promptly send copies of all statements, confirmations and other correspondence concerning any Pledged Account and, if applicable, any financial assets credited thereto, simultaneously to the Grantor and the Secured Party at the address for each set forth in Section 11 of this Control Agreement.

Section 22.

Representations of the Financial Institution .  The Financial Institution hereby represents that this Control Agreement is the valid and legally binding obligation of the Financial Institution.

Section 23.

Indemnification of Financial Institution .

(a)

Release .  The Grantor and the Secured Party hereby agree that the Financial Institution is released from any and all liabilities to the Grantor and the Secured Party arising from the terms of this Control Agreement and the compliance of the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s gross negligence or willful misconduct.  Grantor and Secured Party acknowledge and agree that the Financial Institution is acting in the capacity of a depositary bank and not as a fiduciary.

(b)

Indemnification .  The Grantor shall at all times indemnify and save harmless the Financial Institution from and against any and all claims, actions and suits of others arising out of the terms of this Control Agreement or the compliance of the Financial Institution with the terms hereof, except to the extent that such arises from the Financial Institution’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Control Agreement.

Section 24.

Successors; Assignment .

(a)

Successors .  The terms of this Control Agreement shall be binding upon, and shall be for the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law.

(b)

Assignment by Secured Party .  The Secured Party may assign its rights hereunder only with the express written consent of the Financial institution and by sending prior written notice of such assignment to the Grantor.

(c)

Assignment by Grantor .  No Grantor shall assign any right, title or interest hereunder.

(d)

Successor Account .  The terms of this Control Agreement shall be binding on and shall apply to any successor account to any Pledged Account.

Section 25.

Notices .  Any notice, request or other communication required or permitted to be given under this Control Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy and electronic confirmation of error free receipt is received or three (3) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Grantor:
[INSERT ADDRESS]

Telephone:

Facsimile:

Attention:

 Secured Party:
[INSERT ADDRESS]

Telephone:

Facsimile:

Attention:

 Financial Institution:
[INSERT ADDRESS]

Telephone:

Facsimile:

Attention:

Any party may change its address for notices in the manner set forth above.

Section 26.

Termination .  The obligations of the Financial Institution to the Secured Party pursuant to this Control Agreement shall continue in effect until the security interests of the Secured Party in each Pledged Account have been terminated pursuant to the terms of the Security Agreement and the Secured Party has notified the Financial Institution of such termination in writing.  The Secured Party agrees to provide a Notice of Termination in substantially the form Exhibit B hereto to the Financial Institution upon the request of the Grantor on or after the termination of the Secured Party’s security interest in each Pledged Account pursuant to the terms of the Security Agreement.  The termination of this Control Agreement shall not terminate any Pledged Account or alter the obligations of the Financial Institution to the Grantor pursuant to other agreement with respect to any Pledged Account.

Section 27.

Counterparts .  This Control Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts.

[SIGNATURE PAGE FOLLOWS]

C-1

­NY12534:167338.25

IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

C-2

­NY12534:167338.25

C-3

­NY12534:167338.25

SCHEDULE A
TO DEPOSIT ACCOUNT CONTROL AGREEMENT

Other Agreements

1.

[ INSERT OTHER AGREEMENTS]

C-Schedule A-1

­NY12534:167338.25

EXHIBIT A
TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of MORGAN STANLEY & CO. INCORPORATED]

[INSERT DATE]

[NAME OF FINANCIAL INSTITUTION]

[INSERT ADDRESS]

Attention:

City Executive

Re:

Secured Party Order

Ladies and Gentlemen:

Reference is made to the Deposit Account Control Agreement, dated __________, 200_, among [NAME OF GRANTOR] , you and the undersigned (a copy of which is attached). The undersigned hereby orders you to transfer all property (including financial assets or funds credited thereto) credited to each Pledged Account identified in such Deposit Account Control Agreement to account number [identify receiving account number of account to which property is to be transferred] maintained by [indicate exact legal name of institution maintaining the receiving account] in the name [identify exact name on receiving account as such name appears on records of the receiving institution] .

Very truly yours,

cc:

[NAME OF GRANTOR]

C-A-1

­NY12534:167338.25

EXHIBIT B
TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of MORGAN STANLEY & CO. INCORPORATED]

[INSERT DATE]

[NAME OF FINANCIAL INSTITUTION]

[INSERT ADDRESS]

Attention;

City Executive

Re:

Termination of Deposit Account
Control Agreement

You are hereby notified that the Deposit Account Control Agreement among you, [NAME OF GRANTOR] and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such agreement.  Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to each Pledged Account identified in such agreement solely from the Grantor.  This notice terminates any obligations you may have to the undersigned with respect to each Pledged Account; however, nothing contained in this notice shall alter any obligations which you may otherwise owe to the Grantor pursuant to any other agreement.

Very truly yours,

cc:

[NAME OF GRANTOR]

C-B-1

­NY12534:167338.25

EXHIBIT D

TO PLEDGE AND SECURITY AGREEMENT

ASSIGNMENT FOR SECURITY

(COPYRIGHTS)

WHEREAS, [ pledgor ], a [ state of formation ] [ entity type ] with an office at [ address ] (the “ Assignor ”) has made certain representations and warranties in the Security Agreement (as defined below) and related documents with respect to the copyrights listed on the annexed Schedule 1A , for which applications for registration and registrations are issued by or pending with the United States Copyright Office (the “ Copyrights ”);

WHEREAS, the Assignor has entered into that certain Pledge and Security Agreement dated as of July 31, 2006 (the “ Effective Date ”), in favor of MORGAN STANLEY & CO. INCORPORATED (the “ Assignee ”) as Collateral Agent for Secured Creditors (as defined therein) (the “ Security Agreement ”);

WHEREAS, pursuant to the Security Agreement, the Assignor has assigned to the Assignee, and granted to the Assignee for the ratable benefit of the Secured Creditors, a security interest in and continuing lien on all right, title and interest of the Assignor in, to and under the Copyrights and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of action that may exist by reason of infringement or other violation thereof and any and all damages arising from past, present, and future violations thereof (collectively, the “ Collateral ”), to secure the payment, performance, and observance of the Secured Obligations (as defined in the Security Agreement);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby grants to the Assignee for the ratable benefit of the Secured Creditors, a security interest in and continuing lien on the Collateral to secure the prompt payment, performance, and observance of the Secured Obligations.

The Assignor does hereby further acknowledge and affirm that the rights and remedies of the Assignee with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

D-1

­NY12534:167338.25

IN WITNESS WHEREOF, the Assignor and the Assignee each has caused this Assignment for Security (Copyrights) to be executed by its respective duly authorized representative as of the Effective Date.

[ PLEDGOR ]

By:

Name:

Title:

[                                              ]

By:

Name:

Title:

D-2

­NY12534:167338.25

CERTIFICATE OF ACKNOWLEDGMENT

STATE OF ____________

ss.:

COUNTY OF __________

On this ____ day of _______________ 20__, before me personally came [ name ], to me known to be the person who executed the foregoing instrument, and who, being duly sworn by me, did depose and say that he is the [ office held ] of [ Pledgor ], a [ state of formation ] [ entity type ], and that he executed the foregoing instrument in the firm name of [ Pledgor ], and that he had authority to sign the same, and he acknowledged to me that he executed the same as the act and deed of said firm for the uses and purposes therein mentioned.

Notary Public - State of

Printed Name

My Commission Expires:

D-3

­NY12534:167338.25

Schedule 1A:  Copyrights

D-4

­NY12534:167338.25

EXHIBIT E

TO PLEDGE AND SECURITY AGREEMENT

ASSIGNMENT FOR SECURITY

(PATENTS)

WHEREAS, [ pledgor ], a [ state of formation ] [ entity type ] with an office at [ address ] (the “ Assignor ”) has made certain representations and warranties in the Security Agreement (as defined below) and related documents with respect to the patents and patent applications listed on the annexed Schedule 1A , which are issued by or pending with the United States Patent and Trademark Office (the “ Patents ”);

WHEREAS, the Assignor has entered into that certain Pledge and Security Agreement dated as of July 31, 2006 (the “ Effective Date ”) in favor of MORGAN STANLEY & CO. INCORPORATED (the “ Assignee ”) as Collateral Agent for the Secured Creditors (as defined therein) (the “ Security Agreement ”);

WHEREAS, pursuant to the Security Agreement, the Assignor has assigned to the Assignee, and granted to the Assignee for the ratable benefit of the Secured Creditors, a security interest in and continuing lien on all right, title, and interest of the Assignor in, to and under the Patents and all proceeds thereof, including, without limitation, any and all causes of action that may exist by reason of infringement or other violation thereof and any and all damages arising from past, present, and future violations thereof (collectively, the “ Collateral ”), to secure the payment, performance, and observance of the Secured Obligations (as defined in the Security Agreement);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby grants to the Assignee for the ratable benefit of the Secured Creditors, a security interest in and continuing lien on the Collateral to secure the prompt payment, performance, and observance of the Secured Obligations.

The Assignor does hereby further acknowledge and affirm that the rights and remedies of the Assignee with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

E-1

­NY12534:167338.25

IN WITNESS WHEREOF, the Assignor and the Assignee each has caused this Assignment for Security (Patents) to be executed by its respective duly authorized representative as of the Effective Date.

[ PLEDGOR ]

By:

Name:

Title:

[                                       ]

By:

Name:

Title:

E-2

­NY12534:167338.25

CERTIFICATE OF ACKNOWLEDGMENT

STATE OF ____________

ss.:

COUNTY OF __________

On this ____ day of _______________ 20__, before me personally came [ name ], to me known to be the person who executed the foregoing instrument, and who, being duly sworn by me, did depose and say that he is the [ office held ] of [ Pledgor ], a [ state of formation ] [ entity type ], and that he executed the foregoing instrument in the firm name of [ Pledgor ], and that he had authority to sign the same, and he acknowledged to me that he executed the same as the act and deed of said firm for the uses and purposes therein mentioned.

Notary Public - State of

Printed Name

My Commission Expires:

E-3

­NY12534:167338.25

Schedule 1A:  Patents and Patent Applications

E-4

­NY12534:167338.25

EXHIBIT F

TO PLEDGE AND SECURITY AGREEMENT

ASSIGNMENT FOR SECURITY

(TRADEMARKS)

WHEREAS, [ pledgor ], a [ state of formation ] [ entity type ] with an office at [ address ] (the “ Assignor ”) has made certain representations and warranties in the Security Agreement (as defined below) and related documents with respect to the trademarks and service marks listed on the annexed Schedule 1A , for which applications for registration and registrations are issued by or pending with the United States Patent and Trademark Office (the “ Trademarks ”);

WHEREAS, the Assignor has entered into that certain Pledge and Security Agreement dated as of July 31, 2006 (the “ Effective Date ”) in favor of MORGAN STANLEY & CO. INCORPORATED (the “ Assignee ”) as Collateral Agent for the Secured Creditors (as defined therein) (the “ Security Agreement ”);

WHEREAS, pursuant to the Security Agreement, the Assignor has assigned to the Assignee, and granted to the Assignee for the ratable benefit of the Secured Creditors, a security interest in and continuing lien on all right, title and interest of the Assignor in, to and under the Trademarks, together with, among other things, the goodwill of the business connected with the use of and symbolized by the Trademarks and the applications for registration and registrations thereof (provided, that no security interest shall be granted in United States intent-to-use trademark or service mark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use applications under applicable federal law), and all proceeds thereof, including, without limitation, any and all causes of action that may exist by reason of infringement or other violation thereof and any and all damages arising from past, present, and future violations thereof (collectively, the “ Collateral ”), to secure the payment, performance, and observance of the Secured Obligations (as defined in the Security Agreement);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby grants to the Assignee for the ratable benefit of the Secured Creditors, a security interest in and continuing lien on the Collateral to secure the prompt payment, performance, and observance of the Secured Obligations.

The Assignor does hereby further acknowledge and affirm that the rights and remedies of the Assignee with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.

F-1

­NY12534:167338.25

IN WITNESS WHEREOF, the Assignor and the Assignee each has caused this Assignment for Security (Trademarks) to be executed by its respective duly authorized representative as of the Effective Date.

[ PLEDGOR ]

By:

Name:

Title:

[                          ]

By:

Name:

Title:

F-2

­NY12534:167338.25

CERTIFICATE OF ACKNOWLEDGMENT

STATE OF ____________

ss.:

COUNTY OF __________

On this ____ day of _______________ 20__, before me personally came [ name ], to me known to be the person who executed the foregoing instrument, and who, being duly sworn by me, did depose and say that he is the [ office held ] of [ Pledgor ], a [ state of formation ] [ entity type ], and that he executed the foregoing instrument in the firm name of [ Pledgor ], and that he had authority to sign the same, and he acknowledged to me that he executed the same as the act and deed of said firm for the uses and purposes therein mentioned.

Notary Public - State of

Printed Name

My Commission Expires:

F-3

­NY12534:167338.25

Schedule 1A:  Trademarks and Service Marks

F-4

­NY12534:167338.25

EXECUTION COPY

EXHIBIT 10.2

SENIOR SECURED CREDIT AGREEMENT

by and among

E.A. VINER INTERNATIONAL CO.,
as Borrower,

and

the other Credit Parties hereto from time to time,

as Guarantors

and

the LENDERS party hereto from time to time,

and

MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent and Syndication Agent,

and

MORGAN STANLEY & CO. INCORPORATED,

as Collateral Agent.

Dated as of July 31, 2006

­NY12534:166729.34

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS; CERTAIN TERMS

SECTION 1.01.

Definitions

SECTION 1.02.

Terms Generally

SECTION 1.03.

Accounting and Other Terms

SECTION 1.04.

Time References

ARTICLE II

THE FACILITY

SECTION 2.01.

Loans.

SECTION 2.02.

Use of Proceeds

SECTION 2.03.

Promise to Pay

SECTION 2.04.

Notes.

SECTION 2.05.

Allocation of Proceeds of Collateral

ARTICLE III

PAYMENTS AND OTHER COMPENSATION

SECTION 3.01.

Voluntary Prepayments/Reductions of Commitments

SECTION 3.02.

Mandatory Prepayments.

SECTION 3.03.

Payments.

SECTION 3.04.

Taxes.

ARTICLE IV

INTEREST

SECTION 4.01.

Interest on the Loans and Other Obligations.

SECTION 4.02.

[Intentionally Omitted.]

SECTION 4.03.

Break Funding Payments

SECTION 4.04.

Change in Law; Illegality.

SECTION 4.05.

Fees

ARTICLE V

CONDITIONS TO LOANS

SECTION 5.01.

Conditions Precedent to the Loans

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

SECTION 6.01.

Representations and Warranties

ARTICLE VII

REPORTING COVENANTS

SECTION 7.01.

Financial Statements

SECTION 7.02.

Other Financial Information

SECTION 7.03.

Defaults, Events of Default

SECTION 7.04.

Lawsuits

SECTION 7.05.

Insurance

SECTION 7.06.

Environmental Notices

SECTION 7.07.

Labor Matters

SECTION 7.08.

Other Information

ARTICLE VIII

AFFIRMATIVE COVENANTS

SECTION 8.01.

Compliance with Laws and Contractual Obligations

SECTION 8.02.

Payment of Taxes and Claims

SECTION 8.03.

Maintenance of Insurance

SECTION 8.04.

Conduct of Business and Preservation of Corporate Existence

SECTION 8.05.

Inspection of Property; Books and Records; Discussions

SECTION 8.06.

[Intentionally Omitted]

SECTION 8.07.

Maintenance of Properties

SECTION 8.08.

Transactions with Related Parties

SECTION 8.09.

Further Assurances

SECTION 8.10.

Additional Security; Additional Guaranties; Further Assurances.

SECTION 8.11.

Powers; Conduct of Business

SECTION 8.12.

Use of Proceeds

SECTION 8.13.

Obtaining of Permits, Etc

SECTION 8.14.

Environmental

SECTION 8.15.

Fiscal Year

SECTION 8.16.

Payment of Contractual Obligations

SECTION 8.17.

Hedging Agreements

SECTION 8.18.

Formation of Subsidiaries.

SECTION 8.19.

Cash Management.

ARTICLE IX

NEGATIVE COVENANTS

SECTION 9.01.

Liens

SECTION 9.02.

Indebtedness

SECTION 9.03.

Consolidation, Merger, Subsidiaries, Etc

SECTION 9.04.

Asset Dispositions, Etc

SECTION 9.05.

Limitations on Dividends and Distributions and Other Payment Restrictions Affecting Subsidiaries

SECTION 9.06.

Limitation on Issuance of Capital Stock

SECTION 9.07.

Investments

SECTION 9.08.

Sale and Leaseback

SECTION 9.09.

Negative Pledges

SECTION 9.10.

Change in Nature of Business

SECTION 9.11.

Capital Expenditures

SECTION 9.12.

Modifications of Indebtedness, Organizational Documents and Certain Other Agreements

SECTION 9.13.

Federal Reserve Regulations

SECTION 9.14.

Investment Company Act of 1940

SECTION 9.15.

Securities Accounts

SECTION 9.16.

Impairment of Security Interests

SECTION 9.17.

Restricted Payments.

ARTICLE X

FINANCIAL COVENANTS

SECTION 10.01.

Total Leverage Ratio

SECTION 10.02.

Regulatory Net Capital

SECTION 10.03.

Fixed Charge Coverage Ratio

ARTICLE XI

EVENTS OF DEFAULT, RIGHTS AND REMEDIES

SECTION 11.01.

Events of Default

SECTION 11.02.

Remedies

SECTION 11.03.

Waivers by the Credit Parties

ARTICLE XII

GUARANTY OF OBLIGATIONS OF BORROWER

SECTION 12.01.

Guaranty

SECTION 12.02.

Nature of Liability

SECTION 12.03.

Independent Obligation.

SECTION 12.04.

Demand by the Administrative Agent or the Lenders

SECTION 12.05.

Enforcement of Guaranty

SECTION 12.06.

Waiver

SECTION 12.07.

Benefit of Guaranty

SECTION 12.08.

Modification of Guaranteed Obligations, Etc

SECTION 12.09.

Reinstatement.

SECTION 12.10.

Waiver of Subrogation, Etc

SECTION 12.11.

Election of Remedies

SECTION 12.12.

Funds Transfers

SECTION 12.13.

Further Assurances

SECTION 12.14.

Payments Free and Clear of Taxes

SECTION 12.15.

Limitation on Amount Guarantied; Contribution by Guarantors

ARTICLE XIII

THE AGENTS

SECTION 13.01.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents.

SECTION 13.02.

Reliance by Agents

SECTION 13.03.

Defaults

SECTION 13.04.

Rights as a Lender.

SECTION 13.05.

Costs and Expenses; Indemnification

SECTION 13.06.

Non-Reliance on Agents and Other Lenders

SECTION 13.07.

Failure to Act

SECTION 13.08.

Resignation of Agent.

SECTION 13.09.

Collateral Sub-Agents

SECTION 13.10.

Communications by Borrower

SECTION 13.11.

Collateral Matters.

SECTION 13.12.

Restrictions on Actions by the Agents and the Lenders; Sharing Payments.

SECTION 13.13.

Several Obligations; No Liability

ARTICLE XIV

MISCELLANEOUS

SECTION 14.01.

Notices, Etc

SECTION 14.02.

Amendments, Etc

SECTION 14.03.

Non-Consenting Lenders

SECTION 14.04.

No Waiver; Remedies, Etc

SECTION 14.05.

Expenses; Taxes; Attorneys’ Fees

SECTION 14.06.

Right of Set-Off, Sharing of Payments, Etc.

SECTION 14.07.

Severability

SECTION 14.08.

Replacement of Lenders

SECTION 14.09.

Complete Agreement; Sale of Interest

SECTION 14.10.

Assignment; Register.

SECTION 14.11.

Counterparts

SECTION 14.12.

GOVERNING LAW

SECTION 14.13.

CONSENT TO JURISDICTION, SERVICE OF PROCESS AND VENUE

SECTION 14.14.

WAIVER OF JURY TRIAL, ETC

SECTION 14.15.

Consent

SECTION 14.16.

Interpretation

SECTION 14.17.

Reinstatement; Certain Payments

SECTION 14.18.

Indemnification

SECTION 14.19.

Interest

SECTION 14.20.

Records

SECTION 14.21.

Binding Effect

SECTION 14.22.

Confidentiality

SECTION 14.23.

Lender Advertising

SECTION 14.24.

Common Enterprise

SECTION 14.25.

USA PATRIOT ACT

ARTICLE XV

Name of Subsidiary

ARTICLE XVI

Name of Parent Institution

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SCHEDULES

Schedule A

—

Liens

Schedule B

—

Indebtedness

Schedule 2.01(a)

—

Loans

Schedule 6.01(e)

—

Subsidiaries

Schedule 6.01(f)

—

Litigation

Schedule 6.01(m)

—

Owned Real Property

Schedule 6.01(n)

—

Real Estate Assets

Schedule 6.01(p)

—

Environmental Matters

Schedule 6.01(q)

—

Insurance

Schedule 6.01(s)

—

Deposit Accounts and Securities Accounts of the Credit Parties

Schedule 6.01(t)

—

Registered Intellectual Property

Schedule 6.01(u)

—

Material Contracts

Schedule 8.14

—

Remedial Action

Schedule 9.07

—

Investments

EXHIBITS

Exhibit B-1

—

Form of Notice of Borrowing

Exhibit B-2

—

Form of Notice of Conversion/Continuation

Exhibit C

—

Form of Note

Exhibit E-1

—

Form of Opinion of Counsel to the Borrower and the Guarantors (other than the Parent)

Exhibit E-2

—

Form of Opinion of Counsel to the Parent

Exhibit E-3

—

Form of Opinion of General Counsel of Borrower

Exhibit F

—

Form of Officer’s Certificate

Exhibit G

—

Form of Compliance Certificate

Exhibit H

—

Form of Assignment and Acceptance

Exhibit I

—

Form of Joinder Agreement

Exhibit J

—

Form of Counterpart Agreement

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SENIOR SECURED CREDIT AGREEMENT

This Senior Secured Credit Agreement, dated as of July 31, 2006 (the “ Agreement ”), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the “ Borrower ”), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the “ Parent ”), and the other Credit Parties hereto from time to time, the lenders party hereto from time to time (the “ Lenders ”), MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “ Administrative Agent ”) and as syndication agent (in such capacity, the “ Syndication Agent ”) and MORGAN STANLEY & CO. INCORPORATED, as collateral agent for the Secured Creditors (in such capacity, together with its successors and assigns, if any, the “ Collateral Agent ”).

RECITALS

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders make available to it the Commitments, on the terms and conditions set forth herein, to, among other things, fund transaction costs, working capital requirements and other general corporate purposes of Borrower; and

WHEREAS, the Administrative Agent and the Lenders are willing to make the Loans to the Borrower upon the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises and the covenants and agreements contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS; CERTAIN TERMS

SECTION 1.1.

Definitions .  As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

“ 2003 CIBC Acquisition ” means the acquisition by Parent (known at the time as Fahnestock Viner Holdings Inc.) of the U.S. Oppenheimer Private Client Division and the U.S. Oppenheimer Asset Management Division of CIBC World Markets Corp, consummated in January, 2003.

“ 2005 Financial Statements ” means the audited consolidated balance sheet of Parent for the Fiscal Year ended December 31, 2005 and the related consolidated statement of operations, shareholders’ equity and cash flows for the Fiscal Year then ended.

“ Account ” means an “ account ” as that term is defined in the UCC.

“ Account Debtor ” has the meaning ascribed to such term in the Security Agreement.

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“ Action ” has the meaning ascribed to such term in Section 14.15 .

“ Additional Loan Increase ” has the meaning ascribed to such term in Section 2.01(a)(ii)(A) .

“ Additional Security Documents ” means any Security Documents entered into pursuant to Section 8.10 hereof.

“ Administrative Agent ” has the meaning ascribed to such term in the introductory paragraph hereto.

“ Administrative Agent Account ” means such Deposit Account as the Administrative Agent may from time to time specify in writing to the Borrower and the Lenders.

“ Administrative Agent’s Office ” means the office of the Administrative Agent located at 1585 Broadway, New York, New York, 10036, or such other office as may be designated pursuant to the provisions of Section 14.01 .

“ Affiliate ”, as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting Securities or by contract or otherwise.

“ Agent-Related Persons ” means each of the Agents and its Affiliates, and the officers, directors, employees, counsel, agents, and attorneys-in-fact of such Agent and its Affiliates.

“ Agents ” means, collectively, the Administrative Agent and the Collateral Agent.

“ Agreement ” means this Senior Secured Credit Agreement, together with all Exhibits and Schedules hereto, as such agreement may be amended, supplemented or otherwise modified from time to time.

“ Agreement Value ” means, for each Hedging Agreement, on any date of determination, the amount, if any, that would be payable by any Credit Party or any of its Subsidiaries to its counterparty to such Hedging Agreement in accordance with its terms as if (a) such Hedging Agreement was being terminated early on such date of determination, (b) such Credit Party or Subsidiary was the sole “Affected Party” and (c) the Credit Party was the sole party determining such payment amount pursuant to the provisions of the ISDA Master Agreement.

“ Alternate Base Rate ” at any time means the higher of (a) the rate which is 0.50% in excess of the Federal Funds Rate and (b) the Prime Rate.  Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the opening of business on the date of such change.

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“ Alternate Base Rate Loans ” means Loans that bear interest at an interest rate based on the Alternate Base Rate.

“ Applicable Cash Flow Percentage ” means (a) 50% for each Fiscal Year until but excluding the first Fiscal Year during which the Total Leverage Ratio is less than 1.00:1.00 as of the last day of any Fiscal Quarter and (b) for the first such Fiscal Year and each Fiscal Year commencing thereafter, 25%.  Once the Applicable Cash Flow Percentage is reduced to 25% pursuant to the preceding sentence, it shall remain at 25% thereafter notwithstanding a subsequent increase in the Total Leverage Ratio above 1.0:1.0.

“ Applicable Law ” means, in respect of any Person, all provisions of constitutions, laws, statutes, rules, regulations, treaties, directives, guidelines and orders of Governmental Authorities applicable to such Person, including zoning ordinances, all Environmental Laws, and all orders, decisions, judgments and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.

“ Applicable Margin ” means a percentage per annum determined by reference to the Total Leverage Ratio as of the end of the last Fiscal Quarter for which the Borrower has received the Compliance Certificate contemplated in Section 7.01(d)(ii) , as set forth below:

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignment and Acceptance ” means an Assignment and Acceptance substantially in the form of Exhibit H attached hereto and made a part hereof (with blanks appropriately completed) delivered to the Administrative Agent in connection with an assignment of a Lender’s interest under this Agreement in accordance with Section 14.10(b) .

“ Availability Period ” means the period from the Closing Date to the Maturity Date.

“ Bankruptcy Code ” means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq .), as amended from time to time, and any successor statute.

“ Benefit Plan ” means an employee pension benefit plan, excluding any Multiemployer Plan, which is subject to Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

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“ Borrower ” has the meaning ascribed to such term in the introductory paragraph hereto.

“ Broker-Dealer Subsidiary ” means a U.S. Broker-Dealer Subsidiary or a Foreign Broker-Dealer Subsidiary.

“ Business Day ” means any day that is not a Saturday, a Sunday or a day on which commercial banks are required or permitted to be closed in the State of New York; provided that when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “ Business Day ” shall also exclude any day on which banks in London, England are not open for dealings in U.S. Dollar deposits in the London interbank market.

“ Capital Expenditures ” means, with respect to any Person for any period, the sum of the aggregate of all expenditures by such Person and its Subsidiaries arising during such period that, in accordance with GAAP, are or should be included in the “property, plant and equipment” account on its consolidated balance sheet, including all applicable Capitalized Lease Obligations with respect to “property, plant and equipment”, paid or payable during such period, excluding in each case, (a) any such expenditures made for the repair, replacement or restoration of assets to the extent paid or reimbursed by any insurance policy or condemnation award to the extent such expenditures are permitted under the Loan Documents, (b) any leasehold improvement expenditures to the extent paid or reimbursed by the applicable lessor, sublessor or sublessee and (c) any acquisition of all or substantially all of the assets of, all of the Capital Stock of, or a business line, unit, office or division of, any Person.  

“ Capitalized Lease ” means, with respect to any Person, any lease of real or personal property by such Person as lessee which is required under GAAP to be capitalized on the balance sheet of such Person.  

“ Capitalized Lease Obligations ” means, with respect to any Person, obligations of such Person and its Subsidiaries as lessee under Capitalized Leases as determined in accordance with GAAP.

“ Capital Stock ” means (a) with respect to any Person that is a corporation, any and all shares, options, warrants, interests, participations or other equivalents (however designated and whether or not voting) of or in a Person, including common stock, preferred stock or any other “equity security” and (b) with respect to any Person that is not a corporation, any and all partnership, limited liability company interests or other equity interests of such Person excluding, in the case of clauses (a) and (b) above, any debt security that is exchangeable for or convertible into such capital stock.

“ Cash Equivalents ” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year after the date of acquisition thereof and, at

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 the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from such other nationally recognized rating services reasonably acceptable to the Administrative Agent) and not listed in Credit Watch published by S&P; (c) commercial paper, other than commercial paper issued by the Borrower or any of its Subsidiaries, maturing no more than two hundred seventy (270) days after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A-1 or P-1, respectively, from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the comparable rating from such other nationally recognized rating services reasonably acceptable to the Administrative Agent); (d) domestic and Eurodollar certificates of deposit or time deposits or bankers’ acceptances maturing within one (1) year after the date of acquisition thereof issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada having combined capital and surplus of not less than $500,000,000 or by any Lender; (e) shares of money market or mutual funds that are required to have a net asset value of $1.00 per share with assets in excess of $250,000,000 and that invest exclusively in assets satisfying the requirements of clauses (a) through (e) of this definition; and (f) marketable direct debt issued or guaranteed by any corporation (other than debt issued by the Borrower or any of its Subsidiaries), which at the time of acquisition, has one of the three highest ratings obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from such other nationally recognized rating services acceptable to the Administrative Agent) maturing within one (1) year after the date of acquisition thereof.  

“ Casualty ” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.

A “ Change of Control ” shall be deemed to occur if, collectively, the Permitted Holders fail to retain beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act), directly or indirectly, of a majority of the Voting Stock (as defined below) of the Borrower.  As used in this definition, “ Voting Stock ” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right to so vote has been suspended by the happening of such a contingency.

“ Closing Date ” means the Business Day, on or before July 31, 2006, on which all of the conditions precedent set forth in Section 5.01 have been satisfied (or waived in accordance with the terms of this Agreement).

“ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, in each case as in effect from time to time.  References to sections of the Code shall be construed also to refer to any successor sections.

“ Collateral ” has the meaning ascribed to such term in the Security Agreement.

“ Collateral Agent ” has the meaning ascribed to such term in the introductory paragraph hereto.

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“ Collections ” means all cash, checks, notes, instruments, and other items of payment (including insurance and condemnation proceeds, cash proceeds of sales and other voluntary or involuntary dispositions of property, rental proceeds, and tax refunds).

“ Commercial Code ” means the New York Uniform Commercial Code, as in effect from time to time.

“ Commission ” means the Securities and Exchange Commission and any Person succeeding to the functions thereof.

“ Commitments ” means, with respect to any Lender, the obligation of such Lender to make a Loan pursuant to the terms and conditions of this Agreement, and which shall not exceed the principal amount set forth opposite such Lender’s name on Schedule 2.01(a) under the heading “ Commitment ”, and “ Commitments ” means the aggregate principal amount of the Commitments of all the Lenders (it being understood and agreed that the maximum aggregate principal amount of the Commitments shall be $125,000,000).

“ Compliance Certificate ” has the meaning ascribed to such term in Section 7.01(d) .

“ Condemnation ” means any taking by a Governmental Authority of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

“ Consolidated EBITDA ” means, with respect to any Person for any period, the consolidated Net Income of such Person for such period plus , without duplication, the sum of the following amounts of such Person for such period to the extent deducted in determining consolidated Net Income of such Person for such period:  (a) Net Interest Expense, (b) provisions for federal, state, local, and foreign income, value added and similar Taxes, (c) depreciation expense, (d) amortization expense (including amortization of goodwill and other intangible assets and the amortization expense related to broker notes acquired and retention notes issued in the 2003 CIBC Acquisition), (e) impairment of goodwill and other non-cash charges or expenses, (f) non-cash extraordinary (on an after tax basis), unusual or non-recurring losses and losses from discontinued operations, (g) net losses attributable to Dispositions, (h) the amount of (x) any expense to the extent that a corresponding amount is received in cash by such Person from a Person under any agreement providing for reimbursement of expense, provided that such reimbursement is received not later than the last day of the first Fiscal Quarter commencing after the incurrence of the related expense, or (y) any expense with respect to liability or casualty events, business interruptions or product recalls, to the extent covered by insurance, and (i) all other non-cash items (including the cumulative effect from changes in accounting principles (on an after tax basis)), minus , without duplication, the sum of the following amounts of such Person for such period and to the extent included in determining Net Income of such Person for such period:  (i) extraordinary (on an after tax basis) unusual or non-recurring gains, (ii) the amount of any cash received by such Person as reimbursement for any expense included as an adjustment to Consolidated EBITDA pursuant to clause (h) above for any prior period, (iii) net gains attributable to Dispositions and (iv) all other non-cash items (including the cumulative effect from changes in accounting principals (on an after-tax basis)).  

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“ Consolidated Fixed Charges ” means, for any period, the sum (without duplication) of the amounts for such period, as determined on a consolidated basis for Parent and its Subsidiaries in conformity with GAAP, of (a) Consolidated Interest Expense and (b) scheduled principal payments in respect of Consolidated Total Debt.

“ Consolidated Interest Expense ” means, for any period, the interest expense of Parent and its consolidated Subsidiaries payable on Consolidated Total Debt and allocable to such period in accordance with GAAP.

“ Consolidated Total Debt ” means, as of any particular time and after eliminating inter-company items, all Debt for Borrowed Money of the Parent and its Subsidiaries, as the same would be set forth in a consolidated balance sheet of the Parent and its Subsidiaries for such period.

“ Contingent Obligation ” means, with respect to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness (“ Primary Obligations ”) of any other Person (the “ Primary Obligor ”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect Security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, Securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof, provided , however , that the term “ Contingent Obligation ” shall not include any products warranties extended in the ordinary course of business.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“ Control Agreement ” means, with respect to a Securities Account or a Deposit Account, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, which effectively gives “ control ” (as defined in the UCC) to the Collateral Agent in such Securities Account and all investment property contained therein or Deposit Account and all funds contained therein, as the case may be.

“ Counterpart Agreement ” means a counterpart agreement substantially in the form of Exhibit J , with such changes thereon as the Administrative Agent and the Collateral Agent may agree.

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“ Credit Parties ” means, collectively, the Borrower and the Guarantors.

“ Debt for Borrowed Money ” of any Person means, at any date of determination, without duplication, the sum of (a) all items that, in accordance with GAAP, would be classified as debt on a consolidated balance sheet of such Person at such date and (b) all Obligations of such Person under acceptance, letter of credit or similar facilities at such date; provided that, with respect to the Borrower and its Subsidiaries, Debt for Borrowed Money shall exclude, to the extent otherwise included in the items in clause (a) or (b) above, (i) liabilities payable to brokers, dealers, clearing organizations, clients and correspondents, liabilities with respect to broker call loans and liabilities in respect of securities sold but not yet purchased, in each case incurred in the ordinary course of the “broker-dealer” business of the Broker-Dealer Subsidiaries, (ii) accounts payable and accrued liabilities in the ordinary course of business of the Borrower and its Subsidiaries, and (iii) notes, bills and checks presented in the ordinary course of business by such Person to banks for collection or deposit; provided further that, with respect to Hedging Agreements, Debt for Borrowed Money shall include only net payment Obligations of such Person in respect of Hedging Agreements valued at the Agreement Value.

“ Default ” means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“ Deposit Account ” means a “ deposit account ” as that term is defined in the UCC.

“ Deposit Account Control Agreement ” means a Control Agreement with respect to a Deposit Account in the form of Exhibit C to the Security Agreement.

“ Disposition ” means any transaction, or series of related transactions, pursuant to which any Credit Party conveys, sells, leases or subleases, assigns, transfers or otherwise disposes of any part of its business, property or assets (whether now owned or hereafter acquired) to any other Person, in each case whether or not the consideration therefor consists of cash, Securities or other assets, excluding any sales of Inventory in the ordinary course of business.

“ Dollar ”, “ Dollars ” and the symbol “ $ ” each means lawful money of the United States of America.

“ Domestic Subsidiary ” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia, other than any such Subsidiary that has no material assets other than Capital Stock of or other Investments in one or more Foreign Subsidiaries.

“ Eligible Assignee ” means (a) a Lender; (b) Affiliate of a Lender; (c) an Approved Fund; or (d) any other Person approved by the Administrative Agent and, if no Event of Default has occurred and is continuing, the Borrower (such approval not to be unreasonably withheld or delayed).

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“ Environmental Actions ” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Governmental Authority or other Person alleging violations of, or liability under, any Environmental Law or Releases of Hazardous Materials on, in, at, to, from or under (i) any assets, properties or businesses of the Borrower or any of its Subsidiaries or any of their respective predecessors in interest and (ii) any facilities which received Hazardous Materials generated by the Borrower or any of its Subsidiaries or any of their respective predecessors in interest.

“ Environmental Laws ” means any federal, state, local or foreign law or regulation relating to the protection of the environment or health and safety including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601, et seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq .), the Federal Clean Water Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq .) and any other law, including common law, relating to the environment or health and safety (including, without limitation, laws relating to the storage, generation, use, handling, manufacture, processing, labeling, advertising, sale, display, transportation, treatment, reuse, recycling, release and disposal of Hazardous Materials), as such laws may be amended or otherwise modified from time to time, and any other present or future federal, state, provincial, local or foreign statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other binding determination (including the common law) of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment.

“ Environmental Liabilities and Costs ” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any environmental condition or a Release of Hazardous Materials from or onto (a) any property presently or formerly owned by the Borrower or any of its Subsidiaries or (b) any facility which received Hazardous Materials or wastes generated by the Borrower or any of its Subsidiaries.

“ Environmental Lien ” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs or otherwise relating to any Environmental Law.

“ Equipment ” means, with respect to any Person, all of such Person’s now owned or hereafter acquired right, title, and interest with respect to equipment (including, without limitation, “ equipment ” as such term is defined in Article 9 of the UCC), machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor vehicles), tools, parts, goods (other than consumer goods, farm products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

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“ Equity Interests ” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder, in each case as in effect from time to time.  References to sections of ERISA shall be construed also to refer to any successor sections.  

“ ERISA Affiliate ” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “ controlled group ” within the meaning of Sections 414(b), (c), (m) and (o) of the Code.

“ ERISA Event ” means (a) a Reportable Event with respect to any Benefit Plan, (b) the filing of a notice of intent to terminate a Benefit Plan in a distress termination (as described in Section 4041(c) of ERISA), (c) the institution by the Pension Benefit Guaranty Corporation of proceedings to terminate a Benefit Plan or Multiemployer Plan, (d) the appointment of a trustee to administer any Benefit Plan under Section 4042 of ERISA, or (e) any event requiring the Borrower or any ERISA Affiliate to provide security to a Benefit Plan under Section 401(a)(29) of the Code.  

“ Eurodollar Reserve Percentage ” means, for any day, the percentage, expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100 ^th of 1%, that is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in The City of New York.

“ Event of Default ” has the meaning ascribed to such term in Section 11.01 .

“ Excess Cash Flow ” means, for any Fiscal Year, (a) consolidated Net Income of the Parent during such Fiscal Year plus (b) provisions for federal, state, local and foreign income value added and similar Taxes plus (c) non-cash charges deducted in calculating consolidated pretax net income of the Parent for such Fiscal Year (including the amortization expense related to broker notes acquired and retention notes issued in the 2003 CIBC Acquisition) minus (d) non-cash credits included in calculating consolidated pretax net income of the Parent for such Fiscal Year minus (e) Capital Expenditures of the Borrower during such Fiscal Year to the extent such Capital Expenditures are made in accordance with the Loan Documents minus (f) the

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aggregate amount of (i) all regularly scheduled payments and voluntary prepayments of principal of the Loans during such Fiscal Year, (ii) all payments of principal of the Zero Coupon Notes during such Fiscal Year and (iii) in the case of Fiscal Year 2006, the prepayment of US$14,524,000 in bank loans held by the Canadian Imperial Bank of Commerce in January, 2006 minus (g) the aggregate amount of Net Cash Proceeds, Net Casualty/Condemnation Proceeds and Extraordinary Receipts applied to make mandatory prepayments of Loans during such Fiscal Year pursuant to Section 3.02(d) to the extent that such Net Cash Proceeds, Net Casualty/Condemnation Proceeds and Extraordinary Receipts were taken into account in calculating consolidated pretax net income of the Parent during such Fiscal Year minus (h) the aggregate amount of cash Taxes paid or payable by Parent and its Subsidiaries on a consolidated basis during such Fiscal Year.

“ Exchangeable Debentures ” means the Variable Rate Exchangeable Debenture due 2013, in the original principal sum of $69,980,828 and the Second Variable Rate Exchangeable Debenture due 2013, in the original principal sum of $90,841,572, each issued by the Borrower and sold to Canadian Imperial Bank of Commerce and any debenture issued to evidence any portion of the principal amount thereof.

“ Exchangeable Debenture Subsequent Transaction ” means the acquisition after the Closing Date by the Borrower or any of its Affiliates from Canadian Imperial Bank of Commerce, a bank under the laws of Canada (“ CIBC ”), of all or any portion of the Exchangeable Debentures held by CIBC and the subsequent extinguishment or sale to any employee benefit plan(s) established by the Borrower or Parent or to one or more third parties of all or any portion of such debentures.

“ Existing Debt ” means Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date.

“ Existing or Additional Loan Lenders ” has the meaning ascribed to such term in Section 2.01(a)(ii)(B)(x) .

 “ Existing Loan Increase ” has the meaning ascribed to such term in Section 2.01(a)(ii)(A) .

“ Extraordinary Receipts ” means any cash received by any of the Credit Parties from proceeds of key man life insurance in excess of $5,000,000 (to the extent not required to be paid by any Credit Party to any third party).

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent in the exercise of its reasonable discretion.

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“ Federal Reserve Board ” means the Board of the Federal Reserve System or any Governmental Authority succeeding to its functions.

“ Fee Letter ” means the Fee Letter, dated June 16, 2006, between the Borrower and Morgan Stanley Senior Funding, Inc.

“ Fiscal Month ” means each fiscal month of the Parent consisting of a four (4) or five (5) week period.

“ Fiscal Quarter ” means the fiscal quarter of the Parent ending on each March 31, June 30, September 30 and December 31 of any Fiscal Year.

“ Fiscal Year ” means the fiscal year of the Parent ending on the last day of the last Fiscal Month of the Parent.

“ Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) the Parent’s Consolidated EBITDA for the four consecutive Fiscal Quarters most recently ended minus Capital Expenditures of the Parent and its Subsidiaries for such period minus provision for Federal, state, local and foreign taxes for such period to (b) the Parent’s Consolidated Fixed Charges for such period.

“ FOCUS Report ” has the meaning ascribed to such term in Section 7.01(a) .

 “Foreign Broker-Dealer Subsidiary ” means any Foreign Subsidiary of any Credit Party that is registered as a broker and/or dealer in securities under any foreign law or regulatory regime established for the registration of brokers and/or dealers of securities.

 “ Foreign Subsidiary ” means a Subsidiary other than a Domestic Subsidiary .  

“ Forfeiture Proceeding ” means any action, proceeding or investigation affecting the Borrower or any of the Guarantors before any court, governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or the receipt of notice by any such party that any of them is a suspect in or a target of any governmental inquiry or investigation which may result in an indictment of any of them or the seizure or forfeiture of any of their respective properties.

“ Fraudulent Transfer Laws ” has the meaning ascribed to such term in Section 12.15 .

“ Fund ” means any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit.

“ Funding Date ” means, with respect to any Loan, the date of the funding of a Loan.

“ GAAP ” means generally accepted accounting principles in effect from time to time in the United States, provided that, for the purpose of the financial amounts and the

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definitions used herein, “ GAAP ” shall mean generally accepted accounting principles in effect on the date hereof and consistent with those used in the preparation of the financial statements, and provided further that, if there occurs after the date of this Agreement any change in GAAP that affects in any material respect the calculation of any financial covenant contained in Article X , the Administrative Agent and the Borrower shall negotiate in good faith an amendment to such financial covenant and any other provision of this Agreement that relates to the calculation of such financial covenant with the intent of having the respective positions of the Lenders and the Borrower after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, after the execution of any such amendment or consent by the Required Lenders in connection with any such change in GAAP, “ GAAP ” shall mean generally accepted accounting principles in effect on the effective date of such amendment or consent.  Until any such amendments have been agreed upon, the covenants in Article X shall be calculated as if no such change in GAAP has occurred.

“ Governing Documents ” means, (a) with respect to any corporation, (i) the articles/certificate of incorporation (or the equivalent organizational documents) of such corporation, (ii) the by-laws (or the equivalent governing documents) of the corporation and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any class or series of such corporation’s capital stock; and (b) with respect to any general partnership, (i) the partnership agreement (or the equivalent organizational documents) of such partnership and (ii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of the partnership interests; (c) with respect to any limited partnership, (i) the partnership agreement (or the equivalent organizational documents) of such partnership, (ii) a certificate of limited partnership (or the equivalent organizational documents) and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of the partnership interests; (d) with respect to any limited liability company, (i) the certificate of limited liability (or equivalent filings) of such limited liability company, (ii) the operating agreement (or the equivalent organizational documents) of such limited liability company, and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of such company’s membership interests; and (e) with respect to any unlimited liability company, (i) the certificate of incorporation (or the equivalent organizational documents) of such unlimited liability company, (ii) the memorandum and articles of association (or the equivalent governing documents) of such unlimited liability company and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any class or series of such unlimited liability company’s Capital Stock.

“ Governmental Authority ” means any nation or government, any federal, state, provincial, city, town, municipal, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guaranteed Obligations ” has the meaning ascribed to such term in Section 12.01 .

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“ Guarantors ” means the Parent, Viner Finance Inc., a Delaware corporation, and each of the Parent’s future Subsidiaries that is required to become a Guarantor hereunder from time to time.

“ Guaranty ” means the guaranty of each of the Guarantors pursuant to Article XII .

“ Hazardous Materials ” means (a) any element, compound or chemical that is regulated under any Environmental Law including any substance that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any waste exhibiting a hazardous characteristic, including, but not limited to, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (e) friable asbestos-containing materials.

“ Hedging Agreement ” means any and all interest rate transactions, agreements or documents now existing or hereafter entered into by a Credit Party or any of its Subsidiaries with a Hedging Agreement Provider in order to satisfy its obligations under Section 8.17 for the purpose of hedging the Borrower’s or any Guarantor’s, as the case may be, exposure to fluctuations in interest rates.  

“ Hedging Agreement Provider ” means any Person that enters into a Hedging Agreement with a Credit Party or any of its Subsidiaries to the extent such Person is (a) a Lender or Agent, (b) an Affiliate of a Lender or Agent or (c) any other Person that was a Lender or Agent (or an Affiliate of a Lender) at the time it entered into the Hedging Agreement.

“ Hedging Obligations ” means obligations and liabilities entered into with any Hedging Agreement Provider, owing by any Credit Party or any of its subsidiaries under Hedging Agreements.

“ Highest Lawful Rate ” has the meaning ascribed to such term in Section 4.01(c) .

“ Increased or Additional Loan ” has the meaning ascribed to such term in Section 2.01(a)(ii)(A) .

“ Indebtedness ” means, without duplication, with respect to any Person, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business irrespective of when paid); (c) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (d) all obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession or sale of such property; (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities of such Person as an account party, in respect of letters of credit, bankers’ acceptances and similar facilities; (g) all the aggregate mark-to-market exposure of such Person under Hedging Agreements; (h) all Contingent Obligations; and (i) all obligations referred to in clauses (a) through (h) of this definition of another Person secured by (or for which the holder of such

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Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person (other than property held by a Broker-Dealer Subsidiary for the account of customers or others), even though such Person has not assumed or become liable for the payment of such Indebtedness, provided that the amount of Indebtedness of others that constitutes Indebtedness solely by reason of this clause (i) shall not for purposes of this Agreement exceed the fair market value of the properties or assets subject to such Lien.  The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer that is required to be consolidated under GAAP to the extent such Person would be liable therefor under applicable law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person shall not be liable therefor.  

“ Indemnified Matters ” has the meaning ascribed to such term in Section 14.18 .

“ Indemnitees ” has the meaning ascribed to such term in Section 14.18 .

“ Initial Lender ” means any Lender making a Loan on the Closing Date.

“ Initial Loan ” has the meaning ascribed to such term in Section 2.01(a)(i) .

“ Intellectual Property ” means all (a) Trademarks; (b) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (c) Trade Secrets; (d) published and unpublished works of authorship, whether copyrightable or not (including without limitation databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (e) all other intellectual property or proprietary rights.

“ Intellectual Property Contracts ” means all agreements concerning Intellectual Property to which any of the Credit Parties is a party including, without limitation, agreements granting any Credit Party rights to use Intellectual Property, non-assertion agreements, settlement agreements, agreements granting rights to use Scheduled Intellectual Property, trademark coexistence agreements and trademark consent agreements.

“ Interest Accrual Period ” means, with respect to any LIBOR Rate Loan, the period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending one, two, three, six, or, if consented to by all applicable Lenders, nine months thereafter; and provided that the foregoing provisions are subject to the following:

(a)

if any Interest Accrual Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Accrual Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Accrual Period into another calendar month, in which event such Interest Accrual Period shall end on the immediately preceding Business Day;

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(b)

any Interest Accrual Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Accrual Period) shall end on the last Business Day of the relevant calendar month;

(c)

any Interest Accrual Period in respect of any Loan that would otherwise extend beyond the Maturity Date shall end on the Maturity Date;

(d)

no more than twelve (12) LIBOR Rate Loans may be in effect at any time.  For purposes hereof, LIBOR Rate Loans with different LIBOR Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing LIBOR Periods to constitute a new LIBOR Rate Loan with a single LIBOR period; and

(e)

the Borrower may exercise the LIBOR option for LIBOR Rate Loans of at least $1,000,000 and integral multiples of $500,000 in excess thereof.

“ Interest Payment Date ” means (a) with respect to (i) any Base Rate Loan, the last Business Day of each calendar quarter, commencing on the first such date to occur after the Closing Date and the Maturity Date; and (ii) any LIBOR Rate Loan, the last day of each Interest Accrual Period applicable to such Loan; provided , in the case of each Interest Accrual Period of longer than three months, “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Accrual Period, (b) with respect to the amount of any Loan prepaid, the date of such prepayment and (c) with respect to all Loans, the Maturity Date.

“ Interest Rate ” means interest at a rate equal to either, at the Borrower’s option, (a) LIBOR plus the Applicable Margin or (b) the Alternate Base Rate, plus the Applicable Margin.

“ Interest Rate Determination Date ” means, for each Interest Accrual Period, the second Business Day immediately preceding the first day of such Interest Accrual Period.

“ Inventory ” means all Credit Parties’ now owned or hereafter acquired right, title, and interest with respect to (a) all “ inventory ” as defined in Article 9 of the UCC and (b) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Credit Party’s business; all goods which are returned to or repossessed by any Credit Party; and all computer programs embedded in any of the foregoing and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“ Investment ” means, with respect to any Person, (a) any purchase or other acquisition by that Person of Securities, or of a beneficial interest in Securities, issued by any

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 other Person, (b) any purchase by that Person of all or substantially all of the assets of a business conducted by another Person, (c) any joint venture (other than short-term trading accounts with other broker-dealers in the ordinary course of business) and (d) any direct or indirect loan, advance (other than prepaid expenses, accounts receivable, advances and other loans to employees including, without limitation, employee forgivable loans and similar items made or incurred in the ordinary course of business) or capital contribution by that Person to any other Person, including all Indebtedness owing to such Person arising from a sale of any property or assets by such Person other than in the ordinary course of its business; provided that, for the avoidance of doubt, transactions in funds, securities or other property held or carried by any Broker-Dealer Subsidiary in the ordinary course of business for the account of any client or others shall not constitute “Investments.”

“ IRS ” means the Internal Revenue Service or any successor federal tax Governmental Authority.

“ Joinder Agreement ” means a joinder agreement substantially in the form of Exhibit I . Each Hedging Agreement Provider may from time to time enter into a Joinder Agreement.

“ Leasehold Property ” means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest designated from time to time by Collateral Agent in its sole discretion as not being required to be included in the Collateral.

“ Lender Expenses ” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by a Credit Party or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lenders, (b) reasonable fees or charges paid or incurred by the Administrative Agent or the Collateral Agent in connection with the Lenders’ transactions with the Credit Parties or their Subsidiaries, including fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and Uniform Commercial Code searches, searches with the patent and trademark office, or the copyright office), filing, recording, publication, to the extent of the fees and charges (and up to the amount of any limitation) contained in the Loan Documents, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) reasonable costs and expenses incurred by any Lender in the disbursement of funds to the Borrower or any Lender (by wire transfer or otherwise), (d) charges paid or incurred by an Agent resulting from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by the Lenders to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of the Administrative Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement, (g) reasonable costs and expenses of third party claims or any other suit paid or incurred by any one or more of the Lenders in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the relationship of any one or more of the Lenders with any Credit Party or any Subsidiary of a Credit Party, (h) the Administrative Agent’s reasonable costs and expenses (including attorneys’ fees) incurred in

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 advising, structuring, drafting, reviewing, administering, syndicating, or amending the Loan Documents, and (i) each Agent’s and each Lender’s reasonable costs and expenses (including attorneys’, accountants’, consultants’, and other advisors’ fees and expenses) incurred in terminating, enforcing, or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

“ Lender Group ” means, individually and collectively, each of the Agents and the Lenders.

“ Lenders ” means, collectively, the lenders identified on the signature pages hereof and the Existing or Additional Loan Lenders, together with their respective successors and permitted assigns, each a “ Lender ”.

“ Lender-Related Persons ” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, and the officers, directors, employees, counsel, agents, and attorneys-in-fact of such Lender and such Lender’s Affiliates.

“ LIBOR ” means, with respect to each Interest Accrual Period in respect of any LIBOR Rate Loan, the rate per annum determined by the Administrative Agent to be the offered rate for deposits in U.S. dollars for a period equal to the LIBOR Period for such Interest Accrual Period therefore appearing on the Dow Jones Markets Telerate Page 3750 as of 11:00 a.m., London time, on the relevant Interest Rate Determination Date with respect to such Interest Accrual Period.  If for any reason, such rate is not available, then the term “ LIBOR Rate ” shall mean, with respect to the Interest Accrual Period, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO page (or any successor page) as the London interbank offered rate for deposits in U.S. dollars as of approximately 11:00 a.m., London time, on the relevant Interest Rate Determination Date for a term comparable to the relevant LIBOR Period; provided that, if more than one rate is specified on such Reuters Screen LIBO page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).  If, for any reason, no such rate is provided for a term comparable to the relevant LIBOR Period, but shall be provided for a shorter and a longer term, then such rate shall be linearly interpolated by the Administrative Agent (which calculation shall be conclusive in the absence of manifest error).  In the event that no such rate can be obtained by any of the above means, then the LIBOR Rate for the relevant LIBOR Period for the purposes of this definition shall mean the rate per annum at which, as determined by the Administrative Agent, U.S. Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 a.m., London time, on the relevant Interest Rate Determination Date for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the relevant LIBOR Period.

“ LIBOR Period ” means with respect to each Loan, the period of one, two, three, six or, if available, nine months, as specified by the Borrower in the applicable Notice of Borrowing or in a Notice of Conversion/Continuation.

“ LIBOR Rate ” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100 ^th of 1%) determined by the Administrative Agent pursuant to the following formula:  LIBOR/(1.00 – Eurodollar Reserve Percentage).

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“ LIBOR Rate Loans ” means Loans which bear interest at a rate determined by reference to the LIBOR Rate.

“ Lien ” means any lien, security interest or other charge of any kind, or any other type of preferential arrangement intended to have the effect of a lien or security interest, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“ Loan Documents ” means this Agreement, the Notes, the Security Documents and all other agreements, instruments, and other documents executed and delivered by any Credit Party pursuant hereto or thereto or otherwise evidencing or securing any Loan, in each case, excluding any Hedging Agreements.

“ Loan Exposure ” means, with respect to any Lender, as of any date of determination (a) prior to the funding of the Loans, such Lender’s Commitment, and (b) after the funding of the Loans, the outstanding principal amount of the Loan of such Lender.

“ Loan Increase ” has the meaning ascribed to such term in Section 2.01(a)(ii)(A) .

 “ Loans ” has the meaning ascribed to such term in Section 2.01(a)(ii) .

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Credit Parties taken as a whole, (b) the ability of the Credit Parties to perform their obligations hereunder or under any of the other Loan Documents or (c) the rights and remedies of the Administrative Agent, Collateral Agent or any Lender hereunder or under any other Loan Document.

“ Material Contract ” means (a) each “material definitive agreement” (as such term is defined in Item 1.01 of Form 8-K under the Securities Exchange Act) not made in the ordinary course of business to which the Borrower or any of its Subsidiaries is a party, (b) any employment, stock option, defined compensation or similar agreement with Jeffrey Alfano, A.G. Lowenthal, Dennis McNamara, E.K. Roberts, Robert Neuhoff, Robert Okin, Thomas Robinson and Lawrence Spaulding or (c) any agreement pursuant to which any Credit Party is or may be obligated to pay or entitled to receive more than $10,000,000 per annum.

“ Maturity Date ” means with respect to the Loans, July 31, 2013.

“ Moody’s ” means Moody’s Investors Service and any successor thereto.

“ Morgan Stanley ” means Morgan Stanley Senior Funding, Inc., a Delaware corporation.

“ Mortgages ” means the mortgages and deeds of trust executed and delivered by certain of the Credit Parties in favor of the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, modified and otherwise supplemented from time to time.

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“ Multiemployer Plan ” means a “ multiemployer plan ” as defined in Section 4001(a)(3) of ERISA to which the Borrower or its Subsidiaries or any of their ERISA Affiliates has contributed, or has been obligated to contribute, at any time during the preceding six years, or has liability.

“ Net Cash Proceeds ” means cash or cash equivalents received by a Credit Party or any Subsidiary from time to time in connection with a Disposition (whether as initial consideration or through the payment of deferred consideration) other than any Disposition pursuant to clauses (a) through (j) of Section 9.04 after deducting therefrom only (a) the principal amount of any Indebtedness of such Credit Party secured by any Permitted Encumbrance on any asset that is the subject of the Disposition (other than Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such Disposition (other than Indebtedness under this Agreement), (b) reasonable fees and expenses related thereto reasonably incurred by such Credit Party in connection therewith and (c) a provision for any Taxes to be paid or reasonably estimated to be payable, in connection with such Disposition (after taking into account any tax credits or deductions and any tax sharing arrangements); provided , however , in the event that a Credit Party or any Subsidiary is required to take a reserve in accordance with GAAP against any contingent liabilities associated with such Disposition, such Credit Party or Subsidiary may deduct from the Net Cash Proceeds received from such Disposition an amount equal to such reserve.

“ Net Casualty/Condemnation Proceeds ” means, with respect to any Casualty or Condemnation, the amount of any insurance proceeds or condemnation awards received by a Credit Party from time to time in connection with such Casualty or Condemnation (net of all reasonable fees and expenses related thereto reasonably incurred by such Credit Party in connection therewith), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted pursuant to this Agreement on the property which is subject of such Casualty or Condemnation after deducting therefrom only (a) a reserve for any Taxes to be paid or estimated by the Borrower to be paid as a result of such Casualty or Condemnation and (b) to the extent not excluded above, payments to retire Indebtedness where payment of such Indebtedness is required in connection with such Casualty or Condemnation; provided , however , in the event that a Credit Party or any Subsidiary is required to take a reserve in accordance with GAAP against any contingent liabilities associated with such Casualty or Condemnation, such Credit Party or Subsidiary may deduct from the Net Cash Proceeds received from such Casualty or Condemnation an amount equal to such reserve.

“ Net Equity Sale Proceeds ” means, with respect to any issuance of Capital Stock by the Parent, an amount equal to the cash proceeds received by the Parent from such issuance minus any direct costs or fees or taxes incurred in connection therewith.

“ Net Income ” means, with respect to any Person for any period, the net income (loss) of such Person and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“ Net Interest Expense ” means, with respect to any Person for any period, (a) interest expense of such Person and its consolidated Subsidiaries for such period (other than Broker-Dealer Subsidiaries and after the elimination of intercompany items) determined on a

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 consolidated basis in conformity with GAAP less (b) the sum of (i) interest income for such period and (ii) realized gains for such period on Hedging Agreements (to the extent not included in interest income above and to the extent not deducted in the calculation of such interest expense), plus (c) the sum of (i) losses for such period on Hedging Agreements (to the extent not included in such gross interest expense) and (ii) the upfront costs or fees for such period associated with Hedging Agreements (to the extent not included in interest expense), each determined on a consolidated basis in accordance with GAAP for such Person and its consolidated Subsidiaries.

“ Non-Consenting Lender ” has the meaning ascribed to such term in Section 14.03 .

“ Non-U.S. Lender ” has the meaning ascribed to such term in Section 3.04(e)(i) .

“ Note ” has the meaning ascribed to such term in Section 2.04(a) .

“ Notice of Borrowing ” means a notice substantially in the form of Exhibit B-1 attached hereto and made a part hereof.

“ Notice of Conversion/Continuation ” means a notice substantially in the form of Exhibit B-2 attached hereto and made a part hereof.

“ NYSE ” means the NYSE Regulation, Inc.

“ Obligations ” means all Loans, advances, debts, liabilities, obligations, Hedging Obligations, covenants and duties, owing by any Credit Party to the Administrative Agent, the Collateral Agent, any Lender, any Affiliate of any Lender, any Hedging Agreement Provider or any Person entitled to indemnification pursuant to Section 14.18 of this Agreement, of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification, interest rate contract, foreign exchange contract or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, but in all such circumstances only to the extent now existing or hereafter arising or however acquired, arising under or in connection with this Agreement, the Notes or any other Loan Document.  The term includes all interest (including any interest that, but for the provisions of the Bankruptcy Code, would have accrued), charges, expenses, fees, attorneys’ fees and disbursements and any other sum chargeable to the Credit Parties under this Agreement, the Notes or any other Loan Document or any Hedging Agreement.

“ Offer to Prepay ” has the meaning ascribed to such term in Section 3.02(d) .

 “ Officer’s Certificate ” has the meaning ascribed to such term in Section 7.01(d) .

“ OID ” has the meaning ascribed to such term in Section 2.01(a)(ii)(B)(z)(1) .

 “ Operating Lease ” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or

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 mixed) that is not a Capitalized Lease other than any such lease under which that Person is the lessor.

“ Other Taxes ” has the meaning ascribed to such term in Section 3.04(b) .

“ Parent ” has the meaning ascribed to such term in the introductory paragraph hereto.

“ Participant ” has the meaning ascribed to such term in Section 14.10(e) .

“ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. No. 107-56 (signed into law October 26, 2001).

“ Permits ” has the meaning ascribed to such term in Section 6.01(l) .

“ Permitted Acquisition ” means an acquisition by a Credit Party or any of its Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock of, or a business line, unit, office or a division of, any Person, provided that no acquisition shall constitute a Permitted Acquisition unless it satisfies each of the following conditions:

(a)

immediately prior to such acquisition, and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) no events or circumstances shall have occurred that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(b)

with respect to any acquisition in which the Permitted Acquisition Costs exceed $5 million, the Borrower shall have submitted to the Administrative Agent at least 15 days prior to the consummation of such acquisition, a business description of the business or assets being acquired and an executive overview outlining the rationale for such acquisition and a summary of the terms of the acquisition and all undertakings and commitments of the Credit Parties and their Affiliates in connection therewith;

(c)

the representations and warranties set forth in Article VI shall be true and correct in all material respects, immediately before and after such acquisition, with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);

(d)

(i) the aggregate amount of Permitted Acquisition Costs in connection with such acquisition, together with all other Permitted Acquisition Costs incurred since the date hereof, shall not exceed $25,000,000; and (ii) solely in the case of an acquisition after giving effect to which the Borrower or any of its Subsidiaries (including any Subsidiary being acquired) will assume or retain any liability with respect to any non-compliance with laws or regulations by the acquired business or its directors, officers or employees prior to the date of consummation of such acquisition (a “ Legacy Liability Acquisition ”), the aggregate amount of Permitted Acquisition Costs in connection with such Legacy Liability Acquisition, together with all other

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 Permitted Acquisition Costs incurred since the date hereof with respect to Legacy Liability Acquisitions, shall not exceed $15,000,000;

(e)

all acquired assets shall, after giving effect to such acquisition, be owned by a Credit Party or a Subsidiary of a Credit Party, and Borrower shall have taken, or caused to be taken, as of the date of such acquisition, each of the actions set forth in Section 8.10 , as applicable;

(f)

the Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Article X on a pro forma basis (after giving effect to such acquisition and the financing thereof) as of the last day of the Fiscal Quarter most recently ended;

(g)

with respect to any acquisition in which the Permitted Acquisition Costs exceed $5 million, a Senior Officer of the Parent shall have delivered to the Administrative Agent a written certificate, in form and substance reasonably satisfactory to the Administrative Agent, as to the satisfaction of the applicable conditions set forth in clauses (a) through (f) above; and

(h)

all Collateral being acquired is, or will become promptly after the acquisition, subject to first-priority, perfected liens and security interests in favor of the Secured Creditors, subject only to Permitted Encumbrances and otherwise on substantially the same terms as all other Collateral to the extent required by Section 8.10 and in accordance with the applicable provisions of the Loan Documents.

“ Permitted Acquisition Costs ” means all payments made, transaction costs and expenses incurred, liabilities accrued and Indebtedness paid or assumed by any Credit Party in connection with a Permitted Acquisition (including without limitation any Indebtedness of a Person that becomes a Subsidiary of Parent as a result of a Permitted Acquisition (other than ordinary course working capital Indebtedness) to the extent such Indebtedness is not being repaid or defeased on the date such Permitted Acquisition is consummated).

“ Permitted Encumbrances ” means:

(a)

Liens imposed by law for unpaid utilities and taxes, assessments or governmental charges or levies that are not yet due or are being contested in a Permitted Protest;

(b)

landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in a Permitted Protest;

(c)

pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security or employment laws or regulations or similar legislation or to secure public, statutory or regulatory obligations;

(d)

deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

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(e)

easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and which individually or in the aggregate do not have a Material Adverse Effect;

(f)

Liens existing on the Closing Date and listed on Schedule A hereto and, if the Indebtedness secured by such Lien is refinanced pursuant to a Permitted Refinancing, any Lien securing the Permitted Refinancing of such Indebtedness, provided that such Lien securing Indebtedness under a Permitted Refinancing does not extend to or cover any property or asset of any Credit Party not subject to the Lien on the Closing Date and listed on Schedule A ;

(g)

Liens securing the Obligations and/or created by the Security Documents;

(h)

Liens securing judgments for the payment of money not constituting a Default under Section 11.01(k) or securing appeal or other surety bonds relating to such judgments;

(i)

any interest or title of a lessor, sublessor, licensee or licensor under any operating lease or license agreement entered into in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, take as a whole;

(j)

Liens on assets of Broker-Dealer Subsidiaries securing “broker-dealer” financing of any Broker-Dealer Subsidiary entered into in the ordinary course of business including, without limitation, borrowings collateralized by client assets in the ordinary course of business (it being acknowledged by the Lenders, the Administrative Agent and the Collateral Agent that the margin loans to Capital & Credit Merchant Bank Ltd. and its related entities is in the ordinary course of business);

(k)

Liens securing Indebtedness described in clauses (c) and (h) of the definition of “ Permitted Indebtedness ”; and

(l)

Liens not otherwise permitted hereunder to the extent attaching to properties and assets with an aggregate fair market value not in excess of, and securing liabilities not in excess of, $2,000,000, in the aggregate at any one time outstanding.

“ Permitted Holder ” means any member of the Lowenthal family or any entity directly or indirectly owned by any member of the Lowenthal family.

“ Permitted Indebtedness ” means:

(a)

the Indebtedness listed on Part One of Schedule B and any Permitted Refinancing of such Indebtedness, provided that the Exchangeable Debentures (and any Indebtedness resulting from a Permitted Refinancing thereof) shall be permitted pursuant to this clause (a) after October 31, 2006 only to the extent held by an employee benefit plan;

(b)

Indebtedness of the Credit Parties under this Agreement, other Loan Documents and Hedging Agreements;

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(c)

purchase money indebtedness and Capitalized Lease Obligations incurred after the Closing Date to acquire equipment or real property in the ordinary course of business; provided that (A) the aggregate amount of all such Indebtedness does not exceed $20,000,000 at any time outstanding, (B) the Indebtedness when incurred shall not be more than 100% of the lesser of the cost or fair market value as of the time of acquisition of the asset financed, (C) such Indebtedness is issued and any Liens securing such Indebtedness are created within 270 days after the acquisition of the asset financed and (D) no Lien securing such Indebtedness shall extend to or cover any property or asset other than the asset so financed;

(d)

contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations incurred in connection with any Disposition permitted hereunder;

(e)

Indebtedness owed to the Borrower or a Wholly-Owned Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Credit Party, constitute Pledged Debt and (ii) be otherwise permitted under the provisions of Section 9.07 ;

(f)

Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument of any Credit Party or any Subsidiary of a Credit Party drawn against insufficient funds in the ordinary course of business, provided that the aggregate amount of all such Indebtedness does not exceed $100,000,000 at any time outstanding;

(g)

(i) Indebtedness of a Subsidiary of the Parent acquired in a Permitted Acquisition, provided that (A) such Indebtedness is existing upon consummation of the Permitted Acquisition and was not entered into in contemplation or furtherance thereof, (B) any Liens securing such Indebtedness relate only to assets and property of such Subsidiary and (C) the aggregate amount of all such Indebtedness (and commitments to advance Indebtedness in the case of any revolving loan or similar facility) does not exceed $25,000,000 at any time outstanding and (ii) any Permitted Refinancing thereof; and

(h)

Indebtedness incurred by Broker-Dealer Subsidiaries for operational liquidity needs pursuant to uncommitted lines of credit (including, without limitation, the facilities described on Part Two of Schedule B and similar replacement facilities from time to time) in an aggregate outstanding principal amount not to exceed $1,125,000,000 at the close of business on any day;

(i)

Indebtedness in respect of any security lending contracts entered into by the Broker-Dealer Subsidiaries in the ordinary course of the “broker-dealer” business;

(j)

Indebtedness with respect to leases in respect of real property entered into by any Broker-Dealer Subsidiary in the ordinary course of business;

(k)

Indebtedness under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims, in each case, incurred in the ordinary course of business;

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(l)

to the extent the same constitutes Indebtedness, obligations in respect of net capital adjustments and/or earn-out arrangements permitted pursuant to a Permitted Acquisition;

(m)

Contingent Obligations of Broker-Dealer Subsidiaries arising in the ordinary course of the broker-dealer business pursuant to normal business practice, contract or applicable law, rule or regulation;

(n)

Contingent Obligations with respect to endorsements of checks and other negotiable instruments for deposit or collection;

(o)

Guarantees by a Credit Party of Indebtedness of another Credit Party or Wholly-Owned Subsidiary;

(p)

to the extent constituting Contingent Obligations, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business;

(q)

Contingent Obligations with respect to payment obligations of the Borrower or any Subsidiary; provided, that the underlying obligation related to such Contingent Obligations is not otherwise prohibited under this Agreement; and

(r)

other Indebtedness in an aggregate amount for all such Credit Parties and their Subsidiaries taken as a whole not to exceed an amount equal to $30,000,000; provided that such Indebtedness is either unsecured or secured only by Liens permitted by clause (l) of the definition of “Permitted Encumbrances”.

“ Permitted Protest ” means the right of a Person to protest any Lien (other than any such Lien that secures all or any portion of the Obligations) or taxes, provided that (a) a reserve with respect to such obligation is established, if required, by such Person in such amount as is required under GAAP and (b) any such protest is instituted promptly and prosecuted diligently and in good faith by such Person.

  “ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended at the time of such Permitted Refinancing except by an amount equal to any premium or other similar amount paid, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) none of the Borrower and its Subsidiaries not previously directly or contingently obligated on the applicable Indebtedness becomes directly or contingently obligated thereunder as a result of such Permitted Refinancing and (d) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification,

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refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on subordination terms at least as favorable to the Lenders, taken as a whole, as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, as determined by the board of directors of such Person.

“ Person ” means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or Governmental Authority.

“ Plan ” means any “ employee benefit plan ”, as defined in Section 3(3) of ERISA.

“ Pledged Debt ” shall have the meaning ascribed to such term in the Security Agreement.

“ Pledged Equity Interests ” shall have the meaning ascribed to such term in the Security Agreement.

“ Pledged Subsidiary ” means, when used to describe any Subsidiary of a Credit Party, that all of the Capital Stock of such Subsidiary is owned directly by one or more Credit Parties and constitutes Pledged Equity Interests and/or Pledged Debt.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by the Administrative Agent or any other financial institution agreed to by the Administrative Agent and the Borrower as its prime rate; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Pro Rata Share ” means, with respect to any Lender, the percentage obtained by dividing such a Lender’s Loan Exposure by the aggregate Loan Exposure of all Lenders.

“ Rating Agencies ” means Moody’s and S&P, or if either of such Persons cease to perform credit ratings or other applicable services, such nationally recognized statistical rating organization the Administrative Agent may select.

“ Real Estate Asset ” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

“ Record Document ” means, with respect to any Leasehold Property, (a) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (b) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

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“ Recorded Leasehold Interest ” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real property.

“ Register ” has the meaning ascribed to such term in Section 14.10(d) .

“ Registered ” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“ Registered Intellectual Property ” means all Intellectual Property that has been registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other similar filing offices, domestic or foreign, as applicable.

“ Regulation T ”, “ Regulation U ”, and “ Regulation X ” mean, respectively, Regulations T, U, and X of the Federal Reserve Board or any successor, as the same may be amended or supplemented from time to time.

“ Regulatory Net Capital ” means for any Person the amount of net capital held by such Person as a broker-dealer under Section 15(c)(3) of the Securities Exchange Act, Rule 15c3-1 and the other applicable regulations promulgated thereunder.

“ Related Party ”, as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the Securities having voting power for the election of directors of such specified Person or otherwise to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting Securities or by contract or otherwise.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including ambient air, soil, surface or ground water.

“ Remedial Action ” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (b) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (d) any other actions authorized by 42 U.S.C. § 9601.

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“ Reportable Event ” means any of the events described in Section 4043(c) of ERISA or the regulations thereunder other than a Reportable Event as to which the provision of 30 days’ notice to the PBGC is waived under applicable regulations.

“ Required Lenders ” means Unaffiliated Lenders holding more than 50% of the aggregate Loan Exposure of all Lenders who are Unaffiliated Lenders.

“ Requirements of Law ” means, as to any Person, the charter and by-laws or other organizational or Governing Documents of such Person, and any law, ordinance, rule, regulation, requirement, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, the Patriot Act, the Securities Act, the Securities Exchange Act, Regulations T, U and X, ERISA, the Internal Revenue Code, the Fair Labor Standards Act and any certificate of occupancy, zoning ordinance, building, environmental or land use requirement or Permit or environmental, labor, employment, occupational safety or health law, rule or regulation.

“ Responsible Officer ” means the chief financial officer or treasurer of the Parent.

“ Restricted Payments ” means, with respect to any Person, (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of, partnership interest of or other equity interest of, such Person, now or hereafter outstanding, except a dividend or distribution payable solely in shares of that class of stock or in any junior class of stock to the holders of that class, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of, partnership interest of or other equity interest of, such Person now or hereafter outstanding, (c) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to any Indebtedness which is subordinated to the Obligations and (d) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of, partnership interest of or other equity interest of, such Person now or hereafter outstanding.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“ SEC ” means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

“ Secured Creditors ” has the meaning ascribed to such term in the Security Agreement.

“ Securities ” means any Capital Stock, shares, voting trust certificates, bonds, debentures, notes, loans or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or any certificates of interest, shares or participations in temporary or

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 interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire any of the foregoing, but shall not include the Obligations.

“ Securities Account ” shall have the meaning provided in Section 8-501(a) of the UCC.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended or any successor Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“ Securitization ” means a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns of Securities which represent an interest in, or which are collateralized in whole or in part by, the Loans.

“ Security Agreement ” means the Pledge and Security Agreement, dated as of the date hereof, among the Borrower, the other Assignors identified therein and the Collateral Agent, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance therewith and herewith.

“ Security Documents ” means the Security Agreement, the UCC financing statements, the Mortgages, the Control Agreements, and any other documents granting a Lien upon the Collateral as security for all or any part of the Obligations.

“ Senior Officer ” means, with respect to any Credit Party, such Credit Party’s president, chief executive officer, chief administrative officer, chief financial officer or chief accounting officer.

“ Solvent ” or “ Solvency ” any person means (i) the fair value of the property of such person exceeds its total liabilities (including, without limitation, contingent liabilities), (ii) the present fair saleable value of the assets of such person is not less than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured, (iii) such person does not intend to incur debts or liabilities beyond its ability to pay, as such debts and liabilities mature, and (iv) such person is not engaged, and is not about to engage, in business or a transaction for which its property would constitute an unreasonably small capital.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ SRO ” means a self-regulatory organization registered under the Securities Exchange Act, including the NYSE.

“ Subsidiary ” means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, association or other entity (a) the accounts of which would be consolidated with those of such Person in such Person’s

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consolidated financial statements if such financial statements were prepared in accordance with GAAP or (b) of which more than 50% of (i) the outstanding Capital Stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors of such corporation, (ii) the interest in the capital or profits of such partnership or limited liability company or (iii) the beneficial interest in such trust or estate is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person.

“ Sweep Date ” means with respect to any Fiscal Year, the 120 ^th day following the end of such Fiscal Year.

“ Taxes ” has the meaning ascribed to such term in Section 3.04(a) .

“ Total Leverage Ratio ” means on any date the ratio of (a) Consolidated Total Debt on such date to (b) the Parent’s Consolidated EBITDA for the four (4) Fiscal Quarters most recently ended on such date.

“ Trademarks ” means all United States, state and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, internet domain names, trade dress, service marks, certification marks, collective marks, logos, all indicators of the source of goods or services, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to the registrations and applications referred to in Schedule 6.01(t) (as such schedule may be amended or supplemented from time to time), but excluding in all cases all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, all extensions or renewals of any of the foregoing, all of the goodwill of the business connected with the use of and symbolized by the foregoing, the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages, and proceeds of suit, which are owned or licensed by a Credit Party.

“ Trade Secrets ” means all trade secrets and all other confidential or proprietary information and know-how including drawings, formulae, schematics, designs, plans, processes, supplier lists, business plans, business methods and prototypes now or hereafter owned or used in the business of such Credit Party throughout the world (all of the foregoing being collectively called a “ Trade Secret ”), whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, the right to sue for past, present and future infringement of any Trade Secret, and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“ UCC ” means the Uniform Commercial Code enacted in the State of New York, as amended from time to time; provided that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “ UCC ” means the Uniform

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 Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ Unaffiliated Lenders ” means any Lender who is not an Affiliate of Parent.

“ U.S. Broker-Dealer Subsidiary ” means any Domestic Subsidiary of any Credit Party that is a “registered broker and/or dealer” under the Securities Exchange Act.

“ Weighted Average Life to Maturity ” shall mean, when applied to any indebtedness at any date, the number of years obtained by dividing (a) the original aggregate principal amount of such indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each scheduled installment, sinking fund, serial maturity or other required payment of principal including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“ Wholly-Owned ” means, when used to describe any Subsidiary of a Credit Party, that all of the Capital Stock (other than directors’ qualifying shares) of such Subsidiary is owned by one or more Credit Parties or Wholly-Owned Subsidiaries of the Credit Parties.

“ Yield Differential ” has the meaning ascribed to such term in Section 2.01(a)(ii)(B)(z)(1) .

“ Zero Coupon Note ” means the Second Amended and Restated Promissory Note, dated April 30, 2003, made by Viner Finance Inc.

SECTION 0.1.

Terms Generally .  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

SECTION 0.2.

Accounting and Other Terms .  Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given to it under GAAP.  All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

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SECTION 0.3.

Time References .  Unless otherwise indicated herein, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York on such day.  For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; provided , however , that with respect to a computation of fees or interest payable to the Administrative Agent or the Lenders, such period shall in any event consist of at least one full day.

ARTICLE I
THE FACILITY

SECTION 1.1.

Loans .

(a)

Loan Commitment .  

(i)

Subject to the terms and conditions set forth herein, each Lender hereby severally agrees to make a term loan (each, an “ Initial Loan ”) in the principal amount set forth opposite each such Lender’s name on Schedule 2.01(a) hereto to the Borrower on the Closing Date, in accordance with this Section 2.01 .  The aggregate principal amount of the Initial Loans to be advanced shall not exceed $125,000,000, except as provided in clause (ii) below.  Amounts repaid or prepaid may not be reborrowed.

(ii)

Optional Loan Increase Commitments .

(A)

Increased or Additional Loans .  The Borrower may, from time to time prior to the Maturity Date, request (A) an increase to the principal amount of the Loans (an “ Existing Loan Increase ”) and/or (B) the creation of an additional term loan facility (an “ Additional Loan Increase ”), in each case and each time in an integral multiple of $1,000,000 and in a minimum aggregate principal amount of at least $10,000,000, and for a maximum aggregate principal amount of $20,000,000.  The Borrower and the Administrative Agent shall decide whether to pursue an Existing Loan Increase and/or the Additional Loan Increase either of which, or a combination of which, is referred to as a “ Loan Increase ”).  Each Existing or Additional Loan Lender that elects to do so severally agrees to make a loan, in Dollars (individually, an “ Increased or Additional Loan ”; which shall be referred to together with the Initial Loans described in Section 2.01(a)(i) as the “ Loans ”) in accordance with Section 2.01(a)(ii)(B) .

(B)

Conditions to Loan Increase .

(x)  

Any Loan Increase will only become effective, and the amount thereof may only be drawn, if (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) at the time of and after giving effect to such increase, the Borrower is in pro forma compliance with Sections 10.01 and 10.03 (calculated as if such Loan

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Increase had been incurred on the first day of the relevant calculation period), (iii) existing Lenders or other financial institutions reasonably acceptable to the Administrative Agent commit (in their absolute and sole discretion) in writing to be Lenders and fund the Loan Increase (the “ Existing or Additional Loan Lenders ”), it being expressly agreed and understood that no Lender shall be required to agree to any such commitment or extend any additional credit, and (iv) the documentation providing for the Loan Increase (including the commitment of the Existing or Additional Loan Lenders and any amendments or modifications to the Security Documents that are necessary or appropriate to ensure that the Increased or Additional Loan is secured by the Collateral) is reasonably satisfactory to the Administrative Agent and has been executed and delivered to the Administrative Agent by the parties thereto.

(y)  

The existing Lenders shall have the first right, but no obligation, to commit all or a portion of any Loan Increase.  If the existing Lenders do not commit to provide the full amount of the Loan Increase, within ten Business Days of the offer thereof, then the Borrower may offer the uncommitted amount of the Loan Increase to other financial institutions reasonably acceptable to the Administrative Agent.

(z)  

Any Loans under an Existing Loan Increase or an Additional Loan Increase shall rate pari passu with the outstanding Loans, and the terms and conditions of any Loans under an Existing Loan Increase or an Additional Loan Increase shall be the same as those applicable to the then outstanding Loans; provided that:

(1)

if the initial yield on such Increased or Additional Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the LIBOR Rate on such Increased or Additional Loans and (y) if such Increased or Additional Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from any Credit Party for doing so (the amount of such discount or fee, expressed as a percentage of the Increased or Additional Loans, being referred to herein as “ OID ”), the amount of such OID divided by the lesser of (A) the Weighted Average Life to Maturity of such Increased or Additional Loans and (B) four) exceeds by more than 25 basis points (the amount of such excess above 25 basis points being referred to herein as the “ Yield Differential ”) the Applicable Rates then in effect for LIBOR Rate Loans, then the Applicable Rates then in effect for LIBOR or Base Rate Loans shall automatically be increased by the Yield Differential, effective upon the making of the Increased or Additional Loans;

(2)

the final maturity date for the Increased or Additional Loans is no earlier than the Maturity Date;

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(3)

the amortization schedule for the Increased or Additional Loans may differ from the amortization schedule applicable to the then outstanding Loans, so long as the Weighted Average Life to Maturity of the Increased or Additional Loans is no shorter than the Weighted Average Life to Maturity of the then outstanding Loans;

(4)

the Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Increase.  Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Increase, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Loan Increase and the Increased or Additional Loans evidenced thereby; and

(5)

mandatory prepayment provisions for such Increased or Additional Loans shall be subject to limitations similar to those contained in Section 3.02 .

(b)

Notice of Borrowing .  If the Borrower desires to borrow under Section 2.01(a) the Borrower shall deliver to the Administrative Agent a Notice of Borrowing (i) not later than 5:00 p.m. at least one (1) Business Day in advance of the Closing Date in the case of LIBOR Rate Loans and (ii) not later than 9:00 a.m. on the Closing Date, in the case of Base Rate Loans.  Such Notice of Borrowing shall specify (i) the amount of the proposed Loans, (ii) the proposed Closing Date, which must be a Business Day and (iii) in the case of LIBOR Rate Loans, the LIBOR Period applicable to such Loan.  The Notice of Borrowing given pursuant to this Section 2.01(b) shall be irrevocable and binding on the Borrower.

(c)

Making the Loans .  The Administrative Agent shall promptly notify each Lender of the amount of Loans requested by the Borrower.  Each Lender shall deposit in the Administrative Agent Account an amount equal to its Commitment, in immediately available funds, not later than 12:00 p.m. on the Closing Date.  Subject to the satisfaction of the conditions precedent set forth in Article V , the Administrative Agent shall make the proceeds of the Loans received by it available to the Borrower on the Closing Date.  The Notice of Borrowing given pursuant to Section 2.01(b) shall be irrevocable and binding on the Borrower.

(d)

Except as otherwise provided in this Section 2.01(d) , all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares.  The failure of any Lender to deposit the amount described in clause (i) above with the Administrative Agent on the Closing Date shall not relieve any other Lender of its obligations hereunder to make its Loan on the Closing Date.  No Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Loan hereunder nor shall the Commitment of any Lender be increased or decreased as a result of any such failure, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

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(e)

Repayment of Loans .  The aggregate principal amount of the Loan shall be payable in Dollars in installments on the dates and in the amounts set forth below, subject to the reduction of installments pursuant to Section 3.02(d) :

SECTION 1.2.

Use of Proceeds .  Proceeds of the Loans shall be utilized in full on the Closing Date to pay part of the aggregate amount due on the Closing Date (a) to repurchase a portion of the Exchangeable Debentures and (b) to pay fees and expenses incurred in connection with the transactions contemplated by this Agreement. Any other funds applied on the Closing Date to repurchase Exchangeable Debentures or pay such fees and expenses shall be generally available funds of the Borrower and/or its Domestic Subsidiaries and shall be paid to the holder(s) of Exchangeable Debentures in cash free and clear of any Lien.

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SECTION 1.3.

Promise to Pay .  The Borrower agrees to pay the principal amount of the Loans on the dates and in the amounts set forth in Section 2.01(e) and further agrees to pay all unpaid interest accrued thereon, in accordance with the terms of this Agreement and any applicable Note.

SECTION 1.4.

Notes .

(a)

The Borrower’s obligation to pay the principal of, and interest on, the Loans made to the Borrower by each Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 14.10(d) and, subject to the provisions of Section 2.04(c) , shall be evidenced by a promissory note substantially in the form of Exhibit C with blanks appropriately completed in conformity herewith (each, as the same may be amended, supplemented or otherwise modified from time to time, a “ Note ”).

(b)

The Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, in the case of any Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the principal amount of the Loan of such Lender on the date of the issuance thereof and be payable in the principal amount of Loan evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided for herein and (vi) be entitled to the benefits of this Agreement and the other Loan Documents.

(c)

Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes.  No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or Guaranties therefor provided pursuant to the Loan Documents.  At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to that Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

SECTION 1.5.

Allocation of Proceeds of Collateral .  Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by the Administrative Agent, the Collateral Agent or the Lenders pursuant to Article XI (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents shall automatically become due and payable in accordance with the terms hereof), all proceeds of Collateral shall be paid over or delivered to the Administrative Agent for distribution as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Administrative Agent and the Collateral Agent under

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 the Loan Documents, and to the payment of any fees owed to the Administrative Agent or the Collateral Agent, each in their capacities as such;

SECOND, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders and the Hedging Agreement Providers in connection with enforcing its rights under the Loan Documents or Hedging Agreements, as applicable, with respect to the Borrower’s Obligations owing to such Lender or Hedging Agreement Provider;

THIRD, to the payment of all of the Borrower’s Obligations to the Lenders consisting of accrued fees and interest;

FOURTH, to the payment of the outstanding principal amount of the Borrower’s Obligations under this Agreement and the other Loan Documents and the payment of all the Borrower’s Obligations with respect to Hedging Agreements not repaid pursuant to clause “SECOND” above;

FIFTH, to all other of the Borrower’s Obligations under this Agreement and the other Loan Documents and other obligations to Lenders which shall have become due and payable under the Loan; and

SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied pursuant to clauses “THIRD” and “FOURTH” above.

ARTICLE II
PAYMENTS AND OTHER COMPENSATION

SECTION 2.1.

Voluntary Prepayments/Reductions of Commitments .  The Borrower shall have the right, upon at least three (3) Business Days’ prior written notice to the Administrative Agent, to voluntarily prepay all or any portion (in multiples of not less than $1,000,000 or such lesser amount as may then be outstanding) of the Loans on any Business Day.  Any prepayment of any Loan shall be accompanied by the payment of all accrued and unpaid interest with respect to the principal being prepaid through the date of prepayment.  Any prepayment of any Loans shall be applied to the remaining installments of the Loans on a pro rata basis until all Loans are repaid in full.

SECTION 2.2.

Mandatory Prepayments .

(a)

Prepayments from Asset Dispositions .  Within thirty (30) Business Days after the receipt by a Credit Party or any Subsidiary of a Credit Party of any Net Cash Proceeds or Net Casualty/Condemnation Proceeds in excess of $2,000,000 in the aggregate during any Fiscal

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Year, the Borrower shall cause 100% of the Net Cash Proceeds or Net Casualty/Condemnation Proceeds received during such Fiscal Year to be applied to prepay the Loans; provided , however , that if the Borrower notifies the Administrative Agent in writing within such thirty (30) Business Day period that it or the applicable Subsidiary has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, repair or invest in assets used or useful in the business of the Borrower and its Subsidiaries, then the Borrower or the applicable Subsidiary, as applicable, shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administration Agent within two hundred seventy (270) days of the receipt thereof; provided further that, to the extent such proceeds have not been so invested or contracted to be so invested as of the end of such period or if any Event of Default shall occur at any time during such period, all such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied within three (3) Business Days to prepay the Loans.  All prepayments under this Section 3.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid.  

(b)

Prepayments from Incurrence of Indebtedness .  Immediately upon the receipt by any Credit Party or any Subsidiary of a Credit Party of cash proceeds from the issuance or incurrence of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the Loans in an amount equal to 100% of the proceeds from such issuance or incurrence upon the receipt by any Credit Party or any Subsidiary of a Credit Party of the proceeds, net of taxes, underwriting discounts and commissions and other reasonable, out-of-pocket costs and expenses associated therewith.  All such prepayments shall be accompanied by all accrued and unpaid interest on the Loans being prepaid.

(c)

Cash Proceeds of Extraordinary Receipts .  Promptly but in any event within three (3) Business Days following the receipt by any Credit Party or any Subsidiary of a Credit Party of any Extraordinary Receipts, the Borrower shall prepay the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable costs, fees and expenses incurred in collecting such Extraordinary Receipts and a reserve for any Taxes expected to be paid in connection therewith.  All such prepayments shall be accompanied by all accrued and unpaid interest on the Loans being prepaid.  

(d)

Mandatory Repayments from Excess Cash Flow .  In addition to any other mandatory repayments pursuant to this Section 3.02 , no later than the Sweep Date for each Fiscal Year, the Borrower shall make an offer to prepay (an “ Offer to Prepay ”) (or, if a Default has occurred and is continuing, the Borrower shall prepay) the Loans in an amount equal to (i) for Fiscal Year 2006, the product of 5/12 multiplied by the Applicable Cash Flow Percentage of Excess Cash Flow for such Fiscal Year and (ii) for each subsequent Fiscal Year, the Applicable Cash Flow Percentage of Excess Cash Flow for such Fiscal Year.  Each Offer to Prepay shall be in writing and shall be delivered to the Administrative Agent and the Lenders and shall include or state the following terms of the Offer to Prepay:  (A) a reference that the Offer to Prepay is made pursuant to this Section 3.02(d) , (B) a calculation of the Excess Cash Flow for such year and the amount of such offer, and (C) that each Lender that desires to accept such offer must notify the Administrative Agent (with a copy to the Borrower) in writing by executing an acceptance set forth in such Offer to Prepay within thirty (30) days of the date of such Offer to Prepay.  An Offer to Prepay shall be deemed accepted by each Lender upon acceptance thereof within the time period set forth in clause (C) above.  Upon acceptance of an Offer to Prepay by a Lender (and in

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 any event within three (3) days thereof) the Borrower shall prepay the Loans due to such Lender in the amount equal to such Lender’s Pro Rata Share of the amount set forth in the first sentence of this Section 3.02(d) .  

(e)

Application of Proceeds .  Subject to Section 2.05 , all prepayments under this Section 3.02 shall be applied to the remaining installments of the Loans in the inverse order of maturity thereof until all of the Loans are repaid in full.

SECTION 2.3.

Payments .

(a)

General Provisions .  All payments to be made by a Credit Party shall be made without set-off, counterclaim or other defense.  Except as otherwise expressly provided herein, all payments by a Credit Party shall be made to the Administrative Agent for the ratable account of the relevant Lender or Agent, as the case may be, at the Administrative Agent’s Payment Office, and shall be made in and in immediately available funds, no later than 2:00 p.m. (New York City time), on the dates specified herein, as the case may be, to be reimbursed.  The Administrative Agent will promptly distribute to the relevant Lender or Agent its Pro Rata Share or other applicable share as expressly provided herein, of each such payment in like funds as received.  Any payment received by the Administrative Agent later than 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(b)

Sharing of Payments .  Except as otherwise provided herein, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Obligation in excess of its ratable share of payments on account of similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender of any interest or other amount paid by the purchasing Lender in respect of the total amount so recovered).  Each Credit Party agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.03(b) may, to the fullest extent permitted by law, exercise all of its rights (including the Lender’s right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Credit Party in the amount of such participation.

(c)

Apportionment of Payments .  Subject to the provisions of Section 3.01 , Section 3.02 and this Section 3.03(c) , all payments of principal and interest in respect of outstanding Loans, and all payments of fees and all other payments in respect of any other Obligation, shall be allocated among the Lenders in proportion to their respective Pro Rata Shares of such Obligations owing to them or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment at the time when such payment is made.

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(d)

Payments on Non-Business Days .  Whenever any payment to be made by the Borrower hereunder or under the Notes is stated to be due on a day which is not a Business Day, the payment shall instead be due on the next succeeding Business Day (unless such succeeding Business Day would be in the subsequent calendar month, in which case such payment shall be made on the immediately preceding Business Day).

SECTION 2.4.

Taxes .

(a)

Payment of Taxes .  Except as set forth below, any and all payments by a Credit Party hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority, excluding, in the case of each Agent and each Lender, respectively, taxes imposed by (i) the United States except United States federal gross income withholding taxes or (ii) a Governmental Authority as a result of a connection or former connection (other than merely being a party to any Loan Documents, participating in the transactions contemplated therein, or enforcing rights thereunder) between such Agent or Lender and the jurisdiction imposing such tax, including any connection arising from such Agent or Lender being a citizen, domiciliary, or resident of such jurisdiction, being organized in such jurisdiction, or having a permanent establishment or fixed place of business therein (all such non-excluded taxes, levies, imposts, deductions, charges and withholdings being hereinafter referred to as “ Taxes ”).  If a Credit Party shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender or Agent, (x) such sum payable shall be increased by an additional amount so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional amounts payable under this Section 3.04(a) ) such Lender or Agent receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) such Credit Party shall make such withholdings or deductions, and (z) such Credit Party shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.  Notwithstanding the foregoing, a Credit Party shall not be required to pay any such additional amounts to any Agent or any Lender with respect to any Taxes or Other Taxes to the extent such Taxes or Other Taxes (i) are attributable to such Agent’s or Lender’s failure to comply with the requirements of Section 3.04(e) or Section 3.04(f) or (ii) in the case of a Lender that becomes a Lender pursuant to Section 14.08 , are United States federal withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor was entitled, at the time of assignment, to receive additional amounts from a Credit Party with respect to such Tax pursuant to this paragraph or (iii) result from a change affecting the Lender at a time after the Lender has become a Lender other than a change in law or regulation or the introduction of any law or regulation or a change in interpretation or administration of any law.

(b)

Other Taxes .  In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from and which relate directly to the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes or any other Loan Document and all interest and penalties

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 related thereto other than excluded from Taxes pursuant to Section 3.04(a)(i) and (ii) (hereinafter referred to as “ Other Taxes ”).

(c)

Indemnification .  The Borrower will indemnify each Lender and each Agent that has complied with the requirements of Section 3.04(e) or Section 3.04(f) , as the case may be, against, and reimburse each, within twenty (20) days of a receipt of written demand therefor, for the full amount of all Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any Governmental Authority on amounts payable to such Agent or Lender under this Section 3.04(c) ) incurred or paid by such Lender or such Agent (as the case may be), or any Affiliate of such Lender or Agent on or with respect to any payment by or on account of any obligation of the Borrower hereunder, and any penalties, interest, and reasonable out-of-pocket expenses paid to third parties arising therefrom or with respect thereto.  For the avoidance of doubt, the Borrower shall not be required to indemnify a Lender or Agent pursuant to this Section 3.04(c) with respect to any Taxes in respect of which the Borrower would not be required to pay any additional amount pursuant to Section 3.04(a) if such Taxes were withheld or deducted by the Borrower.  A certificate as to any amount payable to any Person under this Section 3.04 submitted by such Person to the Borrower shall, absent manifest error, be final, conclusive and binding upon all parties hereto.

(d)

Receipts .  Within thirty (30) days after a request from the Administrative Agent, each Credit Party will furnish to the Administrative Agent the original or a certified copy of a receipt, if available, or other reasonably available documentation reasonably satisfactory to the Administrative Agent evidencing payment of such Taxes or Other Taxes (including in respect of payments of additional amounts) required to be paid by such Credit Party pursuant to this Section 3.04 .  The Borrower will furnish to the Administrative Agent upon the Administrative Agent’s request an Officer’s Certificate stating that all Taxes and Other Taxes of which it is aware that are due have been paid and that no additional Taxes or Other Taxes of which it is aware are due.

(e)

Nonresident Certifications .  (1) Each Lender that is not a United States Person (as defined in Section 7701(a)(30) of the Code) (a “ Non-U.S. Lender ”) shall deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or, in the case of a Lender that becomes a Lender pursuant to Section 14.08 hereof, on or prior to the date on which such Lender becomes a Lender pursuant to Section 14.08 , a true and accurate IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP, W-8ECI or any subsequent version thereof or successors thereto and such other documentation prescribed by applicable law executed in duplicate by a duly authorized officer of such Lender to the effect that such Lender is eligible as of such date to receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax or, in the case of a Lender that becomes a Lender pursuant to Section 14.08 , that such Lender is subject to United States federal withholding tax at a rate not in excess of the rate to which the assignor was subject as a result of a change in law, as described in Section 3.04(e)(ii)(B) .  A Non-U.S. Lender shall not be required to deliver any form pursuant to this Section 3.04(e) that it is not legally able to deliver.

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(ii)

Each Non-U.S. Lender further agrees to deliver to the Borrower and the Administrative Agent from time to time a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the Borrower and the Administrative Agent pursuant to this Section 3.04(e) (including upon the expiration, obsolescence or invalidity of such form, upon the designation of a new lending office and at such other times as may be necessary in the determination of the Borrower and the Administrative Agent (each in the reasonable exercise of its discretion)).  Each certificate required to be delivered pursuant to this Section 3.04(e)(ii) shall certify as to one of the following:

(A)

that such Lender can receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax (in which case the certificate shall be accompanied by two duly completed copies of IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP or W-8ECI, as applicable (or any successor form));

(B)

that such Lender is no longer capable of receiving payments hereunder or under the Notes free and clear or at a reduced rate of United States federal withholding tax by reason of a change in law (including the Code or any applicable tax treaty) after the later of the Closing Date, or in the case of a Lender that becomes a Lender pursuant to Section 14.08 hereof, after the date on which the Lender became a Lender pursuant to Section 14.08 ; or

(C)

that such Lender is not capable of receiving payments hereunder free and clear or at a reduced rate of United States federal withholding tax other than by reason of a change in law (including the Code or applicable tax treaty) after the later of the Closing Date, or in the case of a Lender that becomes a Lender pursuant to Section 14.08 hereof, after the date on which the Lender became a Lender pursuant to Section 14.08 .

(b)

Resident Certifications .  Each Lender that is a United States Person (as defined in Section 7701(a)(30) of the Code) and is not an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations) shall deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or, in the case of a Lender that becomes a Lender pursuant to Section 14.08 hereof, on or prior to the date on which such Lender becomes a Lender pursuant to Section 14.08 hereof, two original copies of IRS Form W-9 (or any successor forms), properly completed and duly executed by such Lender, and such other documentation reasonably requested by the Borrower or the Administrative Agent.

(c)

Refunds and Tax Benefits .  If a Lender or Agent becomes aware that it is entitled to claim a refund from a Governmental Authority in respect of Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which a Credit Party has paid additional amounts pursuant to Section 3.04(a ), it shall make reasonable efforts to timely claim to such Governmental Authority for such refund at the Borrower’s expense.  If a Lender or Agent

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actually receives a payment of a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) in respect of any Tax or Other Tax as to which it has been indemnified by the Borrower or with respect to which a Credit Party has paid additional amounts pursuant to Section 3.04(a) , it shall within 30 days from the date of such receipt pay over the amount of such refund to a Credit Party, net of all reasonable out-of-pocket expenses of such Lender or Agent and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of such Lender or Agent, agrees to repay the amount paid over to a Credit Party (plus penalties, interest or other reasonable charges) to such Lender or Agent in the event such Lender or Agent is required to repay such refund to such Governmental Authority.

ARTICLE I
INTEREST

SECTION 1.1.

Interest on the Loans and Other Obligations .

(a)

Interest on Loans .  The Borrower agrees to pay interest on the unpaid principal amount of each Loan on each Interest Payment Date from the date of such Loan until such Loan is repaid in full at a rate equal to the Interest Rate for such Loan.  The Borrower shall pay accrued interest on the Loans in cash on each Interest Payment Date.  All computations of interest hereunder shall be made on the actual number of days elapsed over a year of, with respect to LIBOR Rate Loans, 360 days or, with respect to Alternate Base Rate Loans only, 365/366 days.

(b)

Default Interest .  So long as any Event of Default under Section 11.01(a) shall be continuing, the rate of interest applicable to the Loans then outstanding or due and owing and any other amount bearing interest hereunder shall each be increased by 2% per annum above the Interest Rate otherwise applicable to the applicable Loans.

(c)

Maximum Interest .  Notwithstanding anything to the contrary set forth in this Section 4.01(c) , if at any time until payment in full of the Loans, the interest rate payable on any Loans exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall deem applicable hereto (the “ Highest Lawful Rate ”), then in such event and so long as the Highest Lawful Rate would be so exceeded, the rate of interest payable on such Loans shall be equal to the Highest Lawful Rate.  Thereafter, the interest rate payable on such Loans shall be the applicable interest rate pursuant to paragraphs (a) and (b) above unless and until such rate again exceeds the Highest Lawful Rate, in which event this paragraph shall again apply.  In no event shall the total interest received by any Lender for any Loans pursuant to the terms hereof exceed the amount which it could lawfully have received for such Loans had the interest due hereunder for such Loans been calculated for the full term thereof at the Highest Lawful Rate.  Interest on the Highest Lawful Rate shall be calculated at a daily rate equal to the Highest Lawful Rate divided by the number of days in the year in which such calculation is made.  In the event that a court of competent jurisdiction, notwithstanding the provisions of this Section 4.01(c) , shall make a determination that a Lender has received interest hereunder or under any of the Loan Documents in excess of the Highest Lawful Rate, such Lender shall, to the extent permitted by Applicable Law, promptly apply such excess first to any interest due or accrued and not yet paid under the Loans, then to the outstanding principal of the Loans, then to other unpaid

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 Obligations and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

(d)

Conversion or Continuation .  The Borrower shall have the option (1) to convert all or any part of its outstanding LIBOR Rate Loans to Alternate Base Rate Loans at the end of the then-current Interest Accrual Period therefor, (2) to convert Alternate  Base Rate Loans to LIBOR Rate Loans or (3) to change or continue the LIBOR Period applicable to all or a portion of the Loans; provided , however , that (i) except as provided in Section 4.04 , LIBOR Rate Loans may be converted into Alternate Base Rate Loans only on the last day of the Interest Period applicable thereto unless the Borrower agrees to pay all amounts due pursuant to Section 4.03 , (ii) Loans extended as, or converted into, LIBOR Rate Loans shall be subject to the terms of the definition of “ Interest Accrual Period ” set forth in Section 1.01 , and (iii) any request for extension or conversion of a LIBOR Rate Loan that shall fail to specify an Interest Accrual Period shall be deemed to be a request for an Interest Accrual Period of one month.  Each such extension or conversion shall be effected by the Borrower by giving a written notice (or telephone notice promptly confirmed in writing) (a “ Notice of Conversion/Continuation ”) to the Administrative Agent prior to 12:00 a.m., New York City time, on the third LIBOR Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit B-2 hereto, specifying (A) the date of the proposed extension or conversion, (B) the Loans to be so extended or converted, (C) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable Interest Accrual Periods with respect thereto.  Each Notice of Conversion/Continuation shall be irrevocable.  So long as there is no Default or Event of Default, in the event the Borrower does not request extension or conversion of any LIBOR Rate Loan in accordance with this Section, or any such conversion or extension is not required by this Section, then such LIBOR Rate Loan shall be continued as a LIBOR Rate Loan (with an Interest Accrual Period of one month) at the end of each Interest Accrual Period applicable thereto, until the Borrower selects an alternate Interest Accrual Period or converts such Loans to Alternate Base Rate Loans.  In the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loans at the end of the applicable Interest Accrual Period with respect thereto.  The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.  Promptly after receipt of a Notice of Conversion/Continuation under this Section 4.01(d) , the Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuation.  Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan shall be irrevocable, and the Borrower shall be bound to convert or continue in accordance therewith.

SECTION 1.2.

[ Intentionally Omitted. ]  

SECTION 1.3.

Break Funding Payments .  In the event of the payment of any principal of any LIBOR Rate Loan other than on the last day of the Interest Accrual Period applicable thereto (including as a result of an Event of Default), or the failure to borrow or prepay any Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrower shall compensate each applicable Lender for the loss, cost and expense (excluding in any event any Applicable Margin or other lost profit) attributable to such event.  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to

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receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

SECTION 1.4.

Change in Law; Illegality .

(a)

If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; the result of any of the foregoing shall be to increase the cost to such Lender of maintaining any LIBOR Rate Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans.

(b)

If any Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender could have achieved but for such change in the Applicable Law (taking into consideration such Lender’s policies with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans.

(c)

A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this Section 4.04 shall be delivered to the Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof.  Notwithstanding the foregoing, (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the Loans) that the Borrower may reasonably request in order to reduce the amounts payable under Sections 4.04(a) or (b) , provided that the Borrower shall reimburse such Lender for any costs incurred by such Lender in doing so to the extent that such Lender reasonably determines that such costs are allocable to the Borrower with respect to the existent of such Lender’s Loans or commitment to lend hereunder and provided further that such Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrower shall not be required to compensate a Lender under Sections 4.04(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such Lender notifies the Borrower of the event giving rise to such costs and amounts of such Lender’s intention to claim compensation therefor and, if the event giving rise to such

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 increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor.

(d)

Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Lender is able to make or to continue to fund or to maintain such  LIBOR Rate Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) the obligation of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate and (ii) the Borrower shall forthwith prepay in full, without any premium or penalty, all outstanding LIBOR Rate Loans owing by the Borrower to such Lender, together with interest accrued thereon and any amounts due pursuant to Section 4.03 .

SECTION 1.5.

Fees .  The Borrower agrees to pay to each Agent such fees as are set forth in the Fee Letter in accordance with the terms thereof.

ARTICLE II
CONDITIONS TO LOANS

SECTION 2.1.

Conditions Precedent to the Loans .  The obligation of each Lender to make the Loans requested to be made by it on the Closing Date, shall be subject to the satisfaction, or waiver by the Administrative Agent, of all of the following conditions precedent:

(a)

Authority .  The Administrative Agent shall have received certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the authorization for the execution, delivery and performance of each Loan Document by a Credit Party and for the consummation of the transactions contemplated thereby.  All certificates shall state that the resolutions or other information referred to in such certificates have not been amended, modified, revoked or rescinded as of the Closing Date.

(b)

Loan Documents .  The Administrative Agent shall have received, on the Closing Date, counterparts of each of the following documents duly executed and delivered by each party thereto, and in full force and effect and reasonably satisfactory to the Administrative Agent:

(i)

this Agreement;

(ii)

the Notes, if any;

(iii)

the Security Documents;

(iv)

such corporate resolutions, certificates and other documents as the Administrative Agent reasonably requests; and

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(v)

each other Loan Document, in each case duly executed and delivered by the parties thereto and dated no later than the Closing Date, except for those Loan Documents that are dated prior to the Closing Date and have been delivered prior to the Closing Date to the Agents by the Credit Parties.

(c)

Capital Stock; Perfection of Liens .  All of the Capital Stock of the Borrower shall be owned by the Parent, and all Capital Stock of the Borrower’s Subsidiaries shall be owned by the Borrower as described on Schedule 6.01(e) , in each case free and clear of any Lien.  The Collateral Agent, on behalf of the Secured Creditors, shall have a perfected first priority lien and security interest in the Collateral subject to any Permitted Encumbrances; all filings, recordations and searches necessary or desirable in connection with such liens and security interests shall have been duly made or arranged for; and all filing and recording fees and taxes shall have been duly paid.

(d)

No Material Adverse Effect .  There shall not have occurred any event, circumstance, change or condition since December 31, 2005, which could reasonably be expected to have a Material Adverse Effect.

(e)

Litigation .  Except as set forth in Schedule 6.01(f) , there shall exist no action, suit, claim, investigation, arbitration, litigation or proceeding or any judgments, decrees, injunctions, rules or orders of any governmental or regulatory agency or authority pending or, to the knowledge of the Credit Parties, threatened against or affecting any Credit Party or its property or assets, except for any of the foregoing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f)

Consents, Etc .  Each Credit Party shall have received all material consents and authorizations required pursuant to any Material Contract with any other Person and shall have obtained all material Permits of, or approvals from, and effected all notices to and filings with, any Governmental Authority or SRO as may be necessary to allow such Credit Party lawfully (A) to execute, deliver and perform, in all material respects, their respective obligations under the Loan Documents to which each of them is, or shall be, a party and each other agreement or instrument to be executed and delivered by each of them pursuant thereto or in connection therewith, (B) consummate the transactions contemplated hereunder and under the other Loan Documents and (C) create and perfect the Liens on the Collateral to be owned by each of them to the extent, in the manner and for the purpose contemplated by the Loan Documents.  Each Credit Party shall have received all shareholder, Governmental and material third-party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents, and any applicable waiting period shall have expired without any action being taken by any Governmental Authority or SRO that could restrain, prevent or impose any material adverse conditions on such Credit Party or such transactions or that could seek to restrain or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could have such effect.  The Credit Parties shall have received the approval of the NYSE to the grant of a security interest in the Pledged Equity Interests and the Pledged Debt of any Broker-Dealer Subsidiary and, as applicable, to each of the other transactions contemplated herein.

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(g)

Solvency .  Immediately prior to the incurrence of the Loans on the Closing Date, and after giving effect to such Loans, and use of the proceeds of the Loans, the Credit Parties, taken as a whole, shall be Solvent and the Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower, on behalf of the Credit Parties (and not in such officer’s individual capacity), dated the Closing Date, in a form reasonably satisfactory to the Administrative Agent.

(h)

Insurance .  The Administrative Agent shall have received evidence that all insurance policies required to be maintained pursuant to Section 7.05 , including any insurance policies with respect to the properties of each Credit Party forming part of the Collateral, are in full force and effect.

(i)

Opinions of Borrower’s Counsel .  The Lenders shall have received (i) the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Borrower and the Guarantors (other than the Parent), in substantially the form of Exhibit E-1 , (ii) the opinion of Borden Ladner Gervais LLP, special counsel to the Parent, in substantially the form of Exhibit E-2 and (iii) the opinion of  Dennis McNamara, General Counsel of the Borrower, in substantially the form of Exhibit E-3 .

(j)

Fees and Expenses Paid .  There shall have been paid to the Administrative Agent, the account of the Collateral Agent and the respective accounts of the Lenders, all fees and, to the extent documented, expenses (including the reasonable legal fees of a single counsel to the Collateral Agent and the Administrative Agent and any local counsel to the Administrative Agent or the Collateral Agent) due and payable on or before the Closing Date.

(k)

Collateral Information .  The Administrative Agent shall have received complete and accurate information from each Credit Party with respect to the name and the location of the principal place of business and chief executive office for such Credit Party;

(l)

Pledged Equity Interests .  The Collateral Agent shall have received, on the Closing Date, all of the certificated Pledged Equity Interests then owned by each of the Credit Parties, together with (i) executed and undated transfer powers in the case of certificated Pledged Equity Interests and (ii) all other items required to be delivered pursuant to the Security Agreement.

(m)

Good Standing Certificates .  The Administrative Agent shall have received, on the Closing Date, governmental certificates, dated the most recent practicable date prior to the Closing Date, showing that each Credit Party is organized and in good standing in the jurisdiction of its organization, and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business except where the failure to so qualify could not reasonably be expected to have Material Adverse Effect.

(n)

Organizational Documents .  The Administrative Agent shall have received, on the Closing Date, a copy of the certificate of incorporation or certificate of formation, as applicable, and all amendments thereto of each Credit Party, certified as of a recent date by the appropriate government official of the jurisdiction of its organization, and copies of each Credit

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Party’s by-laws or limited liability company agreement, as applicable, certified by the Secretary, Assistant Secretary or managing member, as applicable, of such Credit Party as true and correct as of the Closing Date.

(o)

Financial Statements .  The Administrative Agent shall have received the 2005 Financial Statements, all financial statements and projections described in Section 6.01(g)(ii) and Section 7.01(c) , in form and substance reasonably satisfactory to the Administrative Agent.

(p)

Certificates .  (2) The Administrative Agent shall have received, on the Closing Date, certificates of the Secretary, Assistant Secretary or managing member of each Credit Party, dated the Closing Date, as to the incumbency and signatures of its officers executing this Agreement and each other Loan Document to which such Credit Party is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary, Assistant Secretary or managing member.

(iii)

The Administrative Agent shall have received, on the Closing Date, the certificate of a Senior Officer of each Credit Party, dated the Closing Date, stating that to the knowledge of such officer and on behalf of such Credit Party (not in such officer’s individual capacity) all of the representations and warranties of such Credit Party contained herein or in any of the other Loan Documents are true and correct in all material respects on and as of the Closing Date as if made on such date, that no breach of any covenant contained in Articles VIII , IX or X has occurred or would result from the Closing hereunder and that all of the conditions set forth in this Section 5.01(p)(ii) have been satisfied on such date (or shall, to the extent permitted therein, be satisfied substantially simultaneously with the incurrence of Loans on the Closing Date).

(b)

Representations and Warranties .  As of such date, both before and after giving effect to the Loans to be made on such date, as the case may be, all of the representations and warranties of any Credit Party contained in Article VI and in the other Loan Documents shall be true and correct in all material respects (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).

(c)

No Defaults .  As of such date, no Event of Default or Default shall have occurred and be continuing or would result from the execution and delivery of, or the performance under, the Loan Documents, or making the requested Loan or the application of the proceeds therefrom.

ARTICLE I
REPRESENTATIONS AND WARRANTIES

SECTION 1.1.

Representations and Warranties .  In order to induce the Lenders to enter into this Agreement and to make the Loans, each Credit Party hereby represents and warrants as follows:

(a)

Organization, Good Standing, Etc.  Each Credit Party (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to conduct its

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business as now conducted and as presently contemplated, to make the borrowings hereunder (in the case of the Borrower), to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) except where failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary for its business as currently conducted.

(b)

Authorization, Etc.  The execution, delivery and performance by each Credit Party of each Loan Document to which it is or will be a party and the transactions contemplated thereunder, (i) have been or, with respect to such Credit Parties formed or acquired hereafter, will be, duly authorized by all necessary corporate, limited liability company or partnership action, as applicable, (ii) do not and will not contravene its Governing Documents, (iii) do not and will not violate any Requirements of Law or any Material Contract of such Credit Party binding on or otherwise affecting it, any of its Subsidiaries or any of its properties or its Subsidiaries’ properties except where failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (iv) do not and will not result in or require the creation of any Lien (other than Permitted Encumbrances or pursuant to any Loan Document) upon or with respect to any of its properties or its Subsidiaries’ properties.  Each Credit Party has the requisite corporate, limited liability company or partnership power and authority, as applicable, to execute, deliver and perform each of the Loan Documents to which it is a party.

(c)

Governmental Approvals .  No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority that has not been obtained is required in connection with the due execution, delivery and performance by each Credit Party of each Loan Document to which it is a party.

(d)

Enforceability of Loan Documents .  Each of the Loan Documents to which a Credit Party is a party has been duly executed and delivered by such Credit Party and constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(e)

Subsidiaries .   Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of organization and ownership of the outstanding Capital Stock of each Subsidiary of the Borrower in existence on the date hereof.  All of the issued and outstanding shares or units of Capital Stock of such Subsidiaries have been validly issued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights.  Except as indicated on such Schedule, all such Capital Stock is owned by the Borrower or one or more of its Wholly-Owned Subsidiaries.

(f)

Litigation .  Except as set forth in Schedule 6.01(f) , there is no pending or, to the knowledge of such Credit Party, threatened action, suit or proceeding affecting any Credit Party, its Subsidiaries or any of their respective properties or assets before any court or other Governmental Authority or any arbitrator that, individually or in the aggregate, (i) could

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reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Loans evidenced hereby and by the other Loan Documents.

(g)

Financial Condition; Material Adverse Effect .

(i)

The 2005 Financial Statements, copies of which have been delivered to the Administrative Agent, and any financial statements delivered pursuant to Section 7.01 , fairly present, in all material respects, the consolidated financial condition of the Parent as at the respective dates thereof and the consolidated results of operations of the Parent and the Borrower and its Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP (subject to normal year-end adjustments and absence of footnotes in the case of any quarterly statement).

(ii)

The Borrower has heretofore furnished to the Administrative Agent under this Agreement (A) projected balance sheets, income statements and statements of cash flows of the Parent, for the period from January 1, 2006 through December 31, 2006, and (B) projected annual balance sheets, income statements and statements of cash flows of the Parent for each subsequent Fiscal Year ending on or prior to December 31, 2011.  Such projections are based upon assumptions that are reasonably believed by the Parent to have been reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material) and have been prepared in good faith by the Parent.

(iii)

Since December 31, 2005, no event or development has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Effect.

(h)

Compliance with Law, Etc .  No Credit Party or any Subsidiary of any Credit Party is in violation of its Governing Documents, any Requirements of Law, any judgment or order of any Governmental Authority applicable to it or any of its property or assets, or any material term of any Material Contract binding on it or any of its properties except for any such violations which, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect.

(i)

ERISA .  Neither the Borrower nor any ERISA Affiliate has (i) any “accumulated funding deficiency” (within the meaning of Section 412 of the Code and Section 302 of ERISA), whether or not waived, with respect to any Benefit Plan, (ii) failed to make any contribution or payment to any Benefit Plan which has resulted, or could reasonably be expected to result, in the imposition of a Lien or the posting of a bond or other security under Section 302(f) of ERISA or Section 401(a)(29) of the Code, (iii) incurred, or is reasonably likely to incur, any material liability under Title IV of ERISA (other than a liability to the PBGC for premiums under Section 4007 of ERISA) or (iv) violated any provision of ERISA that individually or in the aggregate can reasonably by expected to result in a material liability to the Borrower and its

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Subsidiaries taken as a whole.  Neither the Borrower nor any ERISA Affiliate is obligated to contribute to a Multiemployer Plan.

(j)

Taxes, Etc .  All Federal, state, provincial and material local tax returns and other material reports required by Applicable Law to be filed by any Credit Party or any Subsidiary of a Credit Party have been filed, or extensions have been obtained, except to the extent subject to a Permitted Protest, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon such Credit Party and any Subsidiary of a Credit Party and upon its properties, assets, income, businesses and franchises that are due and payable have been paid when due and payable; provided , however , that such taxes, assessments or governmental charges referred to above need not be paid to the extent such taxes, assessments or governmental charges are being contested pursuant to a Permitted Protest or, in the aggregate, do not exceed $250,000 at any time.

(k)

Margin Regulations .  No proceeds of any Loan will be used for any purpose that violates, or which is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System of the United States, as in effect from time to time.

(l)

Permits, Etc .  Such Credit Party and any Subsidiary of a Credit Party has, and is in compliance with, all material permits, licenses, authorizations, approvals, entitlements and accreditations (collectively, the “ Permits ”) required for such Person lawfully to own, lease, manage or operate each business currently owned, leased, managed or operated by such Person, except where the failure to have or to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any Permit, and there is no claim that any thereof is not in full force and effect, except, in each case, with respect to any Permits the loss of which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(m)

Properties .  Such Credit Party and any Subsidiary of a Credit Party has good and marketable title to, or valid leasehold interests (in the case of leasehold interests in real or personal property) in, all property and assets (other than intellectual property) material to its business, free and clear of all Liens except Permitted Encumbrances.  Such properties are in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Such Credit Party owns no real property other than the properties listed on Schedule 6.01(m) .

(n)

Real Estate .  As of the Closing Date, Schedule 6.01(n) contains a true, accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment.  Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and no Credit Party has any knowledge of any

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default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

(o)

Full Disclosure .  None of the reports, financial statements, certificates or other written information furnished by or on behalf of a Credit Party to the Administrative Agent or the Collateral Agent under this Agreement or any other Loan Document in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which it was made, not materially misleading; provided that to the extent any such reports, financial statements, certificates or other written information therein was based upon or constitutes a forecast or projection, such Credit Party represents only that the relevant Credit Party acted in good faith and utilized assumptions believed by it to be reasonable at the time made (it being understood that any such forecasts or projections are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, that no assurance can be given that any such forecasts or projections will be realized and that actual results may differ from any such forecasts or projections and such differences may be material).  As of the Closing Date, there are no contingent liabilities or obligations that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(p)

Environmental Matters .  Except as set forth on Schedule 6.01(p) and except for such events that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:  (i) the operations of each Credit Party and any Subsidiary of a Credit Party have at all times been in compliance with applicable Environmental Laws, (ii) there has been no Release on, in, at, to, from or under any of the properties currently or formerly owned or operated by any Credit Party or any Subsidiary of a Credit Party or a predecessor in interest that could reasonably be expected to result in any Environmental Liabilities and Costs to any Credit Party or any Subsidiary of a Credit Party, (iii) no Environmental Action has been asserted against any Credit Party or any Subsidiary of a Credit Party or any predecessor in interest which is unresolved, nor are there any threatened or pending Environmental Action against a Credit Party or any Subsidiary of a Credit Party or any predecessor in interest, (iv) no Environmental Action has been asserted against any facilities that may have received Hazardous Materials generated by a Credit Party or any Subsidiary of a Credit Party or any predecessor in interest, (v) none of the Credit Parties or any Subsidiary of a Credit Party is subject to any order, decree, injunction or other arrangement with any Governmental Authority or any indemnity or other agreement with any third party relating to any Environmental Law; (vi) there are no other circumstances or conditions involving any Credit Party or any Subsidiary of a Credit Party that could reasonably be expected to result in any Environmental Actions or Environmental Liabilities and Costs including any restriction on the ownership, use, or transfer of any property in connection with any Environmental Law; and (vii) the Credit Parties and any Subsidiary of a Credit Party have delivered to the Administrative Agent copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to the Credit Parties and any Subsidiary of a Credit Party and their current and former properties and operations.

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(q)

Insurance .  Each Credit Party and any Subsidiary of a Credit Party keeps its property adequately insured and maintains (i) insurance to such extent and against such risks, including fire, as is customary with companies in the same or similar businesses, (ii) workmen’s compensation insurance in the amount required by applicable law, (iii) public liability insurance, which shall include product liability insurance, but only to the extent and in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it and (iv) such other insurance as may be required by law (including against larceny, embezzlement or other criminal misappropriation).   Schedule 6.01(q) sets forth a list of all insurance maintained by such Credit Party or any Subsidiary of a Credit Party on the Closing Date.

(r)

Solvency .  Each Credit Party and any Subsidiary of a Credit Party, taken as a whole, is and, after giving effect to each of the transactions contemplated by the Loan Documents, each of the Credit Parties or any Subsidiary of a Credit Party, taken as a whole, will be, Solvent.

(s)

Location of Bank Accounts .   Schedule 6.01(s) sets forth a complete and accurate list as of the Closing Date of all Deposit Accounts and Securities Accounts of the Credit Parties, together with a description thereof (i.e., the bank or broker dealer at which such Deposit Account or Securities Account is maintained and the account number and the purpose thereof).

(t)

Intellectual Property .   Schedule 6.01(t) sets forth a true and complete list of all Registered Intellectual Property owned by the Credit Parties and their Subsidiaries, indicating for each registered item the registration or application number and the applicable filing jurisdiction.  The Credit Parties exclusively own (beneficially and of record, where applicable) all right, title and interest in and to all material Registered Intellectual Property set forth on Schedule 6.01(t) free and clear of all Liens other than Permitted Encumbrances, exclusive licenses and non-exclusive licenses granted in the ordinary course of business.  Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Registered Intellectual Property set forth on Schedule 6.01(t) is not subject to any outstanding order, judgment or decree adversely affecting the Credit Parties’ use thereof or their rights thereto and, is valid, subsisting and, to the knowledge of the Credit Parties, enforceable; (ii) to the knowledge of the Credit Parties, the conduct of the Credit Parties does not infringe or otherwise violate the Intellectual Property rights of any third party in any material respect; (iii) the Credit Parties have sufficient rights to use all material Intellectual Property used in their business as presently conducted; and (iv) there is no litigation, opposition, cancellation, proceeding, objection or claim pending, or, to the knowledge of the Credit Parties, asserted or threatened against the Credit Parties concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any material Intellectual Property.

(u)

Material Contracts .  Set forth in on Schedule 6.01(u) is a complete and accurate list as of the Closing Date of all Material Contracts to which any Credit Party or any Subsidiary of a Credit Party is a party showing the parties and subject matter thereof and amendments and modifications thereto.

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(v)

Holding Company and Investment Company Acts .  None of the Credit Parties is, or is controlled by, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(w)

Employee and Labor Matters .  As of the Closing Date there is (i) no unfair labor practice complaint pending or, to the best of any Credit Party’s or any Subsidiary of a Credit Party’s knowledge, threatened against any Credit Party or any Subsidiary of a Credit Party before any Governmental Authority and no grievance or arbitration proceeding pending or, to the best of such Credit Party’s or any Subsidiary of such Credit Party’s knowledge, threatened against any Credit Party or any Subsidiary of a Credit Party which arises out of or under any collective bargaining agreement, and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best of such Credit Party’s or any Subsidiary of a Credit Party’s knowledge, threatened against any Credit Party or any Subsidiary of a Credit Party that, in the case of (i) or (ii) could reasonably be expected to have a Material Adverse Effect.

(x)

Security Interests .  Each Security Document creates in favor of the Collateral Agent a legal, valid and enforceable security interest in the Collateral purported to be secured thereby.  Upon the filing of the UCC-1 financing statements and the recording of the Collateral Assignments for security referred to in the Security Agreements in the United States Patent and Trademark Office and the United States Copyright Office, such security interests in and Liens on the Collateral granted thereby shall be perfected security interests, in each case to the extent a Lien thereon can be perfected by filing pursuant to the UCC or by the recording of such Collateral Assignments in the United States Patent and Trademark Office or the United States Copyright Office, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than (i) the filing of continuation statements or financing change statements in accordance with Applicable Law, (ii) the recording of the Collateral Assignments for security pursuant to the Security Agreement in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, with respect to after-acquired United States patent and trademark applications and registrations and United States copyrights and additional filings and/or other actions as may be required to perfect the Collateral Agent’s lien in Registered Intellectual Property under the laws of a jurisdiction outside the United States and (iii) additional filings if a relevant Credit Party changes its name, identity or organizational structure or the jurisdiction in which each relevant Credit Party is organized.

(y)

Foreign Assets Control Regulations, Etc.  Neither the execution and delivery of, nor the borrowing under any Loan Document, nor the use of proceeds from any Loan will violate (i) the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (ii) the Patriot Act or (iii) Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism).  Without limiting the foregoing, none of the Credit Parties is or will become a “blocked person” as described in Section 1 of such

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Executive Order or engages or will engage in any dealings or transactions with, or is otherwise associated with, any such blocked person.

ARTICLE II
REPORTING COVENANTS

Each Credit Party covenants and agrees that, from and after the date hereof (except as otherwise provided herein, or unless the Required Lenders have given their prior written consent) until all amounts owing hereunder or under any Security Document or in connection herewith or therewith have been paid in full, that:

SECTION 2.1.

Financial Statements .  Each Credit Party (i) shall keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which true and correct entries shall be made of all material financial transactions and the assets and business of the Borrower and each such Subsidiary and (ii) shall maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP, and each of the financial statements described below shall be prepared from such system and records.  The Borrower shall deliver or cause to be delivered to the Administrative Agent:

(a)

Monthly Reports .  Within thirty (30) days after the end of each Fiscal Month, the Borrower shall deliver to the Administrative Agent the following information from its Financial and Operational Combined Uniform Single Report (the “ FOCUS Report ”) on Form X-17A-5 filed with the SEC pursuant to Rule 15c3-1 of the SEC under the Securities Exchange Act for such month:  (i) Minimum Net Capital (line 3760 on the FOCUS Report), (ii) Excess Net Capital (line 3910 on the FOCUS Report) and (iii) Monthly Profitability (line 4211 on the FOCUS Report).

(b)

Quarterly Reports .  As soon as available, but in any event within forty-five (45) days after the end of each Fiscal Quarter in each Fiscal Year (excluding the last Fiscal Quarter of each Fiscal Year), (i) the quarterly report of Parent filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act, including the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at the end of such period, the related unaudited consolidated statements of income and cash flow of the Parent and its Subsidiaries and the related unaudited consolidated statements of income for such Fiscal Quarter, (ii) a certificate of a Responsible Officer of the Parent stating that such unaudited financial information fairly presents, in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the dates indicated and the results of its operations and cash flow for the Fiscal Quarters indicated, such consolidated balance sheets and consolidated statements of income and cash flow in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes and (iii) a copy of the quarterly updated litigation report for such Fiscal Quarter.

(c)

Annual Reports and Insurance Information .  As soon as available, but in any event within one hundred twenty (120) days after the end of each Fiscal Year, (i) the annual report of Parent filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act, including the audited consolidated balance sheets of the

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(d)

Parent and its Subsidiaries as of the end of such Fiscal Year, the related audited consolidated statements of income, stockholders’ equity and cash flow of the Parent and its Subsidiaries and the related unaudited consolidated statements of income of the Parent and its Subsidiaries for such Fiscal Year, (ii) a report on such financial statements of PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing or other independent certified public accountants reasonably acceptable to the Administrative Agent, which report shall be unqualified in all material respects and (iii) an updated list of all insurance maintained by the Credit Parties and their Subsidiaries as of the end of such Fiscal Year.

(e)

Officer’s Certificate; Etc .  Together with each delivery of any financial statement pursuant to subsections (b) and (c) of this Section 7.01 , (i) an Officer’s Certificate substantially in the form of Exhibit F attached hereto and made a part hereof, stating that a Responsible Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and consolidated financial condition of the Parent and its Subsidiaries during the accounting period covered by such financial statements, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or a continuing Default, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Parent and its Subsidiaries have taken, are taking and propose to take with respect thereto (the “ Officer’s Certificate ”) and (ii) a certificate substantially in the form of Exhibit G attached hereto and made a part hereof (the “ Compliance Certificate ”), signed by the Parent’s chief financial officer or controller, setting forth calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance, when applicable, with the provisions of Article IX and Article X during such period.

(f)

Budgets; Business Plans; Financial Projections .  As soon as practicable and in any event not later than 90 days after the beginning of each Fiscal Year of the Parent or financial forecast, prepared in accordance with the Parent’s normal accounting procedures applied on a consistent basis, for the two succeeding Fiscal Years prior to the Maturity Date, including (A) a forecasted consolidated balance sheet, and the related consolidated and statements of income and cash flows of the Parent and its Subsidiaries for and as of the end of such Fiscal Year and (B) the amount of forecasted Capital Expenditures for such Fiscal Year.

SECTION 2.2.

Other Financial Information .  Each Credit Party shall deliver to each Agent any Credit Party’s such other information, with respect to (i) the Collateral or (ii) any Credit Party’s business, financial condition, results of operations, properties, projections, business or business prospects as such Agent may, from time to time, reasonably request.  Each of the Credit Parties hereby authorizes each Agent and its representatives to communicate directly with the accountants so long as a Responsible Officer of such Credit Party participates in such communication and authorizes the accountants to disclose to each Agent, each Lender and their respective representatives any and all financial statements and other financial information, including copies of any final management letter, that such accountants may have with respect to the Collateral or such Credit Party’s financial condition, results of operations, properties,

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 projections, business and business prospects.  The Agents and such representatives shall treat any non-public information so obtained as confidential.

SECTION 2.3.

Defaults, Events of Default .  Promptly upon any Responsible Officer obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Default, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate specifying (A) the nature and period of existence of any such claimed default, Event of Default, Default, condition or event, (B) the notice given or action taken by such Person in connection therewith and (C) what action such Credit Party has taken, is and proposes to take with respect thereto.

SECTION 2.4.

Lawsuits .  (i) Promptly upon any Responsible Officer obtaining knowledge of the institution of, or written threat of, (A) any action, suit, proceeding or arbitration against or affecting such Credit Party or any asset of such Credit Party not previously disclosed pursuant to Schedule 6.01(f) , which action, suit, proceeding or arbitration could reasonably be expected to have a Material Adverse Effect, (B) any investigation or proceeding before or by any Governmental Authority, the effect of which could reasonably be expected to materially limit, prohibit or restrict the manner in which such Credit Party currently conducts its business, (C) any Forfeiture Proceeding which could reasonably be expected to have a Material Adverse Effect, or (D) any material Condemnation or Condemnation proceeding, such Credit Party shall give written notice thereof to the Administrative Agent and provide such other information reasonably requested by the Administrative Agent as may be reasonably available to enable the Administrative Agent to evaluate such matters except, in each case, where the same is fully covered by insurance (other than applicable deductible), and (ii) in addition to the requirements set forth in clause (i) of this Section 7.04 , such Credit Party upon request of the Administrative Agent, shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably requested by the Administrative Agent and reasonably available to such Credit Party to enable the Administrative Agent to evaluate such matters.

SECTION 2.5.

Insurance .  As soon as practicable and in any event within ten (10) Business Days of any cancellation without replacement thereof of any material insurance coverage set forth on the most recent schedule delivered pursuant to Section 6.01(q) or Section 7.01(c) , as applicable, the Borrower shall deliver to the Administrative Agent notice of such cancellation.

SECTION 2.6.

Environmental Notices .  The Borrower shall, and shall cause the relevant Credit Party to, notify the Administrative Agent, in writing, promptly, and in any event within ten (10) Business Days after such Credit Party’s learning thereof, of any:  (i) notice or claim to the effect that such Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release of any Hazardous Material; (ii) investigation by any Governmental Authority of any Credit Party or any of its Subsidiaries evaluating whether any Remedial Action is needed to respond to the Release or threatened Release of any Hazardous Material; (iii) notice that any Property of such Credit Party or any of its Subsidiaries is subject to an Environmental Lien; (iv) any material violation of Environmental Laws by such Credit Party or any of its Subsidiaries or awareness by such Credit Party of a

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 condition which might reasonably result in a material violation of any Environmental Law by such Credit Party or any of its Subsidiaries; (v) commencement or written threat of any judicial or administrative proceeding alleging a material violation of any Environmental Law by such Credit Party or any of its Subsidiaries; (vi) any proposed acquisition of stock, assets, real estate or leasing of property, or any other action by such Credit Party or any of its Subsidiaries that could subject such Credit Party or such Subsidiary to Environmental Liabilities and Costs; or (vii) document provided to a Governmental Authority concerning any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by such Credit Party or any of its Subsidiaries or the incurrence of such obligation pursuant to any Environmental Law or any obligation to take any Remedial Action to abate any Release.  For purposes of clauses (i) , (ii) , (iii) and (iv) , notice shall include any other written communications given to an agent or employee of the Borrower or such Credit Party with direct or indirect supervisory responsibility with respect to the activity, if any, which is the subject of such communication.  With respect to clauses (i) through (vii) above, such notice shall be required only if (A) the liability or potential liability, or with respect to clause (vii) , the cost or potential cost of compliance, which is the subject matter of the notice is reasonably likely to exceed $5,000,000, or if (B) such liability or potential liability or cost of compliance when added to other liabilities of such Credit Party and its Subsidiaries of the kind referred to in clauses (i) through (vi) above is reasonably likely to exceed $10,000,000.

SECTION 2.7.

Labor Matters .  The Borrower shall, and shall cause the relevant Credit Party to, notify the Administrative Agent in writing, promptly, but in any event with ten (10) Business Days after learning thereof, of (i) any material labor dispute to which any Credit Party could reasonably be likely to become a party, any actual or threatened strikes, lockouts or other disputes relating to such Credit Party’s plants and other facilities and (ii) any material liability incurred with respect to the closing of any plant or other facility of such Credit Party.

SECTION 2.8.

Other Information .  Promptly upon receiving a request therefor from the Administrative Agent, the Borrower shall, and shall cause the relevant Credit Party to, prepare and deliver to the Administrative Agent such other information with respect to such Credit Party or the Collateral, including, without limitation, schedules identifying and describing the Collateral and any Dispositions thereof, as from time to time may be reasonably requested by the Administrative Agent.

ARTICLE III
AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees, from and after the date hereof (except as otherwise provided herein, or unless the Required Lenders have given their prior written consent) until all amounts owing hereunder or under any Security Document or in connection herewith or therewith have been paid in full, that:

SECTION 3.1.

Compliance with Laws and Contractual Obligations .  Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law (including with respect to the licenses, approvals, certificates, permits, franchises, notices, registrations and other governmental authorizations necessary to the ownership of its respective

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 properties or to the conduct of its respective business, antitrust laws or Environmental Laws and laws with respect to social Security and pension funds obligations) and all Material Contracts Obligations, except, in each case, where the failures to do so, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.2.

Payment of Taxes and Claims .  Each Credit Party shall, and shall cause each of its Subsidiaries to, pay (a) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property, and (b) all claims (including claims for labor, services, materials and supplies) for sums material in the aggregate to such Credit Party which have become due and payable and which by law have or may become a Lien upon any of such Credit Party’s properties or assets, in each case prior to the time when any penalty or fine will be incurred by the Credit Party with respect thereto, except for (i) such taxes, assessments, other governmental charges and claims that are being contested in a Permitted Protest or (ii) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.3.

Maintenance of Insurance .  Each Credit Party shall maintain, and cause each of its Subsidiaries to maintain (either in the name of such Credit Party or in such Subsidiary’s own name), insurance with financially sound and reputable insurance companies or associations with respect to their properties and business, in such amounts and covering such risks as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.  All property policies of the Credit Parties, if any, shall name the Collateral Agent as an additional insured or loss payee of the Credit Parties, in case of loss.  All certificates of insurance of the Credit Parties are to be delivered to the Collateral Agent and the policies shall contain a loss payable and additional insured endorsements in favor of the Collateral Agent (substantially in the form reasonably requested by the Collateral Agent), and shall provide for not less than 30 days’ prior written notice to the Collateral Agent and other named insureds of the exercise of any right of cancellation.

SECTION 3.4.

Conduct of Business and Preservation of Corporate Existence .  Each Credit Party shall, and shall cause each of its Subsidiaries to, (a) continue to engage in business of the same general type as now conducted by the Borrower and its Subsidiaries, taken as a whole, and (b) preserve and maintain its corporate existence, rights (charter and statutory), licenses, consents, permits, notices or approvals and franchises deemed material to its business; provided that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if (i) the Borrower or any such Subsidiary shall determine in good faith that the preservation thereof is no longer necessary, and (ii) that the loss thereof could not reasonably be expected to have a Material Adverse Effect, and provided further that this Section 8.04 shall not prohibit any merger, consolidation, liquidation or dissolution otherwise permitted by Section 9.03 or any sale, transfer or other Disposition permitted under Section 9.04 . .

SECTION 3.5.

Inspection of Property; Books and Records; Discussions .  At any reasonable time during normal business hours and from time to time with at least three (3) Business Days’ prior notice, or at any time if a Default or Event of Default shall have occurred and be continuing, each Credit Party shall, and shall cause each of its Subsidiaries to, permit any authorized representative(s) designated by the Administrative Agent to visit and inspect any of

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its assets, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence with regulators and other data relating to their respective businesses or the transactions contemplated by the Loan Documents (including in connection with environmental compliance, hazard or liability or insurance programs), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours.  The visitations and/or inspections by or on behalf of the Administrative Agent shall be at the Borrower’s expense; provided , however , that so long as no Default or Event of Default has occurred and is continuing, no more than one (1) visitation or inspection shall be made in any Fiscal Year.  Each Credit Party shall, and shall cause each of its Subsidiaries to, keep and maintain in all material respects proper, complete and accurate books of record and account, in which entries in conformity with GAAP shall be made of all dealings and financial transactions and the assets and business of such Credit Party or Subsidiary in relation to their respective businesses and activities, including transactions and other dealings with respect to the Collateral.  If an Event of Default has occurred and is continuing and the Loans have been accelerated, the Borrower, upon the Administrative Agent’s request, shall turn over any such records to the Administrative Agent or its representatives.

SECTION 3.6.

[ Intentionally Omitted ]  

SECTION 3.7.

Maintenance of Properties .  Each Credit Party shall, and shall cause each of its Subsidiaries to, maintain, preserve and protect consistent with past practice all of their tangible properties and Intellectual Property and other intangible assets which are necessary or useful in the proper conduct of their business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could reasonably be expected to have a Material Adverse Effect.  With respect to Intellectual Property, if consistent with reasonable commercial judgment, each Credit Party shall, and shall cause each of its Subsidiaries to, maintain all material Registered Intellectual Property and Trade Secrets owned by such Credit Party or Subsidiary, including taking all commercially reasonable steps to preserve and protect such material Intellectual Property, including maintaining the quality of any and all products or services used or provided in connection with any material Trademark, substantially consistent with the quality of the products and services as of the date hereof, and ensuring that all licensed users of any such Trademark use such substantially consistent standards of quality, except where the failure to do so, in each case, could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.8.

Transactions with Related Parties .  Each Credit Party shall, and shall cause each of its Subsidiaries to, conduct all transactions otherwise permitted under this Agreement with any of its Related Parties on terms that are commercially reasonable and no less favorable to such Credit Party or Subsidiary, as the case may be, than it would obtain in a comparable arm’s-length transaction with a Person not a Related Party, provided that the following shall be allowed notwithstanding the foregoing:  (a) investments in the Capital Stock of the Parent, (b) nonexclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property by any Credit Party or any Subsidiary to any Credit Party or any Subsidiary, (c) transactions between or among any Credit Party and any Subsidiary otherwise permitted under the Loan Documents, (d) the Exchangeable Debenture Subsequent Transaction and (e) other transactions in the ordinary course of business of any Credit Party or any

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 Subsidiary.  Any Related Party may serve as director, officer, employee or consultant of any Credit Party or its Subsidiaries, subject to the preceding sentence.

SECTION 3.9.

Further Assurances .  Each Credit Party shall take such action and execute, acknowledge and deliver, and cause each of its Subsidiaries to take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as the Collateral Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement and the other Loan Documents, (ii) to subject to valid and perfected first priority Liens (except for Permitted Encumbrances) on any of the Collateral or any other property of the Credit Parties acquired after the Closing Date and required to be so perfected pursuant to any Loan Document, (iii) to establish and maintain the validity and effectiveness of any of the Loan Documents and the validity, perfection and priority of the Liens intended to be created thereby (except for Permitted Encumbrances), and (iv) to better assure, convey, grant, assign, transfer and confirm unto the Collateral Agent for the ratable benefit of the Lenders the rights now or hereafter intended to be granted to the Collateral Agent for the ratable benefit of the Lenders under this Agreement or any other Loan Document.

SECTION 3.10.

Additional Security; Additional Guaranties; Further Assurances .

(a)

In the event that any Credit Party acquires a fee interest in any Real Estate Asset with a fair market value in excess of $5,000,000 and such interest has not otherwise been made subject to a Lien in favor of Collateral Agent, for the benefit of the Secured Creditors, then such Credit Party, within 60 days after or such later time in the Collateral Agent’s reasonable discretion with acquiring such Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates that the Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority (subject to any Permitted Encumbrances) security interest in such Real Estate Assets.  In addition to the foregoing, the Borrower shall, at the request of the Required Lenders, deliver, from time to time, to the Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.  

(b)

In the event that any Credit Party enters into any lease after the Closing Date with respect to a real property asset with an annual base rent in excess of $2,000,000 after the expiration of any rent abatement or free rent period, then such Credit Party, shall promptly (and, in any event, within 60 days following the date of such lease or such later time in the Collateral Agent’s reasonable discretion), use commercially reasonable efforts to execute and deliver, all such mortgages, documents, instruments, agreements, opinions and certificates that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest in such Leasehold Property.

(c)

After the date hereof, each Credit Party shall (i) cause each Person that becomes a Domestic Subsidiary of such Credit Party (other than Domestic Subsidiaries described

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in clauses (ii), (iii) and (iv) of Section 8.18(a) ) promptly to guarantee the Obligations and to grant to the Collateral Agent, for the benefit of the Secured Creditors, a security interest in the real, personal and mixed property of such Subsidiary to secure the Obligations, and (ii) pledge, or cause to be pledged, to the Collateral Agent, for the benefit of the Collateral Agent and Lenders, all of the Capital Stock owned by a Credit Party of each Person that becomes a direct Domestic Subsidiary of such Credit Party (other than a Broker-Dealer Subsidiary), and 65% of the Capital Stock of each Person that becomes a Foreign Subsidiary of such Credit Party.  The documentation for such guaranty, security and pledge shall be in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent and shall be substantially similar to the Loan Documents executed concurrently herewith with such modifications as are reasonably requested by the Collateral Agent.

(d)

The Borrower will cause each Subsidiary which, after the Closing Date, is required to become a Guarantor in accordance with the requirements of Section 8.18 or Section 8.10(c) to, at their own expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in any appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation and perfection of the Liens on its assets intended to be created pursuant to the relevant Security Documents.  The Borrower will take, and cause each Subsidiary described above in Section 8.10(c) to take, all actions reasonably requested by the Administrative Agent (including the filing of UCC-1s (or the appropriate equivalent filings under the laws of any relevant foreign jurisdiction), the furnishing of legal opinions, etc.) in connection with the granting of such Liens.

(e)

The Liens required to be granted pursuant to this Section 8.10 shall be granted pursuant to the respective Security Documents previously executed and delivered by the Credit Parties (or other security documentation substantially similar to such Security Documents or otherwise reasonably satisfactory in form and substance to the Collateral Agent) for the benefit of the Secured Creditors and shall constitute valid and enforceable first priority perfected security interests on all of the Collateral subject thereto, prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances, and with such exceptions, conditions and qualifications, as shall be permitted by the respective Security Documents.  Any Additional Security Documents and other instruments related thereto or related to existing Security Documents shall be duly recorded or filed in such manner and in such places and at such times as are required by law to create, maintain, effect, perfect, preserve, maintain and protect the Liens, in favor of the Collateral Agent for the benefit of the Secured Creditors, required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full by the Borrower.  At the time of the execution and delivery of any Security Documents or Additional Security Documents, the Borrower will, at the request of the Collateral Agent, cause to be delivered to the Collateral Agent such customary opinions of counsel and other related documents as may be reasonably requested by the Collateral Agent to assure that this Section 8.10 has been complied with.

(f)

Each Credit Party agrees that each action required above by this Section 8.10 shall be completed as promptly as reasonably practicable after such action is requested to be taken by the Administrative Agent or the Collateral Agent, provided that any action required above by Sections 8.10(c) , (d) , (e) and (f) with respect to a newly formed, created

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or acquired Subsidiary shall be completed as promptly as practicable following the formation, creation or acquisition of such Subsidiary.

SECTION 3.11.

Powers; Conduct of Business .  Each Credit Party shall, and shall cause each of its Subsidiaries to, qualify and remain qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified except for those jurisdictions where failure to so qualify does not have or could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.12.

Use of Proceeds .  Proceeds of the Loans shall be used in accordance with Section 2.02 hereof.

SECTION 3.13.

Obtaining of Permits, Etc.  Each Credit Party shall obtain, maintain and preserve, and cause each of its Subsidiaries to obtain, maintain and preserve, all permits, licenses, authorizations, approvals, entitlements and accreditations which are necessary or useful in the proper conduct of its business, except where the failure to maintain and preserve such permits, licenses, authorizations, approvals, entitlements and accreditations does not or could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.14.

Environmental .  Each Credit Party shall, and shall cause each of its Subsidiaries to, (i) comply, and cause it Subsidiaries to comply, in all material respects with material Environmental Laws and provide to the Collateral Agent documentation of such compliance which Collateral Agent reasonably requests, which documentation shall include a notice by the Borrower six months after the Closing Date of the steps taken by the Borrower or its Subsidiaries to address any outstanding matters described on Schedule 6.01(p) , (ii) promptly notify the Collateral Agent of any material violation of any material Environmental Law and undertake immediate measures to correct such violation, (iii) promptly provide the Collateral Agent a copy of any document provided to a Governmental Authority concerning any Release of a Hazardous Material from or onto property owned or operated by the Borrower or any of its Subsidiaries and take any Remedial Actions required of the Borrower or such Subsidiary by Environmental Laws or otherwise appropriate to abate said Release or avoid Environmental Liabilities and Costs; and (iv) perform any Remedial Action at property owned or operated by the Borrower or any of its Subsidiaries (x) that is required of the Borrower or such Subsidiary pursuant to any Environmental Law or agreement with a Governmental Authority, or (y) that was initiated prior to the Closing Date and is identified on Schedule 8.14 .  With respect to clauses (i) and (ii), such notice to the Collateral Agent shall be required only if the liability or the cost or potential cost of compliance resulting from such a violation or Release of a Hazardous Material is reasonably likely to exceed $1,000,000.

SECTION 3.15.

Fiscal Year .  Each Credit Party shall cause its Fiscal Year to end on December 31 of each year unless the Required Lenders consent to a change in such Fiscal Year (and appropriate related changes to this Agreement).

SECTION 3.16.

Payment of Contractual Obligations .  Each Credit Party shall, and shall cause each of its Subsidiaries to, pay on a timely basis (i) any and all amounts due and payable pursuant to any Material Contracts (other than material insurance policies) except where the failure to pay could not reasonably be expected to cause a Material Adverse Effect and

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(ii) any and all premium, cash reserve, claims or other payment obligations in respect of any material insurance policy.

SECTION 3.17.

Hedging Agreements .  No later than the fifth Business Day after the Closing Date, Borrower shall enter into, and for a minimum of three and a half years thereafter maintain, Hedging Agreements with terms and conditions reasonably acceptable to the Administrative Agent that result in at least 50% of the aggregate principal amount of the outstanding Loans being effectively subject to a fixed or maximum interest rate reasonably acceptable to the Administrative Agent.

SECTION 3.18.

Formation of Subsidiaries .  

(a)

The Parent shall have no Subsidiary other than the Borrower and Subsidiaries of the Borrower.  The Borrower shall have no Subsidiaries other than (i) Credit Parties (including any Persons that become Credit Parties after the date hereof pursuant to Section 8.18(b) ), (ii) Wholly-Owned Domestic Subsidiaries that are (A) U.S. Broker-Dealer Subsidiaries, (B) registered investment companies under the Investment Company Act, or (C) registered investment advisors under the Investment Advisors Act or (D) prohibited by Applicable Law from becoming a Guarantor hereunder, (iii) one or more other Wholly-Owned Domestic Subsidiaries that are not Credit Parties so long as the assets of all such Wholly-Owned Domestic Subsidiaries do not exceed $2,000,000 million in aggregate book value as of the last day of any Fiscal Quarter and (iv) one or more Subsidiaries that (A) are not Wholly-Owned Domestic Subsidiaries or (B) the Borrower has notified the Administrative Agent that such Subsidiaries are expected to become not Wholly-Owned Subsidiaries and, in each case of this clause (iv), are subject to the restrictions on Investments provided in Section 9.07 .  

(b)

At the time that any Credit Party forms any Domestic Subsidiary or acquires any Domestic Subsidiary after the Closing Date (in each case, other than a Subsidiary described in clauses (ii), (iii) and (iv) of Section 8.18(a) above), such Credit Party shall promptly (i) cause such Subsidiary to execute and deliver to the Administrative Agent and the Collateral Agent a Counterpart Agreement, the Security Agreement, and such security documents, as well as appropriate financing statements, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (including being sufficient to grant the Collateral Agent, on behalf of the Secured Creditors, a first priority Lien (subject to Permitted Encumbrances) in and to the assets of such newly formed or acquired Subsidiary) and (ii) provide to the Administrative Agent and the Collateral Agent all other documentation, including, at the Collateral Agent’s request, one or more opinions of counsel reasonably satisfactory to the Administrative Agent and Collateral Agent, which in the opinion of each of them is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including the grant and perfection of any Lien contemplated thereby).  Any document, agreement, or instrument executed or issued pursuant to this Section 8.18 shall be a Loan Document.

SECTION 3.19.

Cash Management .

(a)

No Credit Party shall have any Deposit Account or Securities Account other than accounts maintained in accordance with Section 3.04(c) of the Security Agreement

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(together, the “ Permitted Accounts ”).  The Borrower shall cause the Secured Creditors to have a valid, perfected, first-priority security in all Permitted Accounts as and to the extent provided in the Security Agreement.  

(b)

Each Credit Party shall take all reasonable steps necessary from time to time to deposit or cause to be deposited promptly all of their Collections (including those sent in cash or otherwise directly to a Credit Party) into a Permitted Account.  

ARTICLE IV
NEGATIVE COVENANTS

Each Credit Party covenants and agrees, from and after the date hereof (except as otherwise provided herein, or unless the Required Lenders have given their prior written consent) until all amounts owing hereunder or under any other Loan Document or in connection herewith or therewith have been paid in full that:

SECTION 4.1.

Liens .  It shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its property or assets, whether now owned or hereafter acquired, or assign or otherwise transfer any account receivable or other right to receive income, other than Permitted Encumbrances.

SECTION 4.2.

Indebtedness .  It shall not, and shall not permit any of its Subsidiaries to, create, incur, assume, guarantee or suffer to exist, or otherwise become or remain liable with respect to any Indebtedness, other than Permitted Indebtedness.

SECTION 4.3.

Consolidation, Merger, Subsidiaries, Etc.  It shall not, and shall not permit any of its Subsidiaries to, (a) liquidate or dissolve, consolidate with, or merge into or with, any other corporation, provided that this clause (a) shall not prevent (i) a merger or consolidation involving only the Borrower and one or more of its Subsidiaries pursuant to which the Borrower is the surviving party, (ii) a merger or consolidation involving only one or more Wholly-Owned Domestic Subsidiaries of the Borrower pursuant to which the surviving Person is a Wholly-Owned Domestic Subsidiary of the Borrower, (iii) a merger or consolidation that constitutes a Permitted Acquisition or has the effect of a disposition of assets permitted by Section 9.04 or an Investment permitted by Section 9.07 or (iv) any liquidation or dissolution of a Subsidiary of the Borrower that is not a Credit Party if the board of directors of the Borrower determines that the book value of the assets of such Subsidiary is less than $1,000,000 and such liquidation or dissolution is not otherwise disadvantageous to the Lenders, or (b) purchase or otherwise acquire all or substantially all of the Capital Stock or assets of any Person (or of any division or business unit thereof), other than in a Permitted Acquisition.

SECTION 4.4.

Asset Dispositions, Etc.  It shall not, and it shall not permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its assets (including any Capital Stock or Indebtedness of any Person), except:

(a)

sales, transfers, leases or other dispositions of Inventory or rights to Inventory in the ordinary course of business;

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(b)

sales, transfers, leases or other dispositions of assets to the Borrower or a Wholly Owned Subsidiary;

(c)

the discount or sale, in each case without recourse and in the ordinary course of business, of receivables more than 90 days overdue and arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables);

(d)

sales or other dispositions in the ordinary course of business of assets (including intellectual property) that have become obsolete, uneconomic, worn-out or no longer useful, including without limitation sales or dispositions arising in connection with Permitted Acquisitions;

(e)

Restricted Payments permitted by the terms of this Agreement;

(f)

dispositions of cash and Cash Equivalents in the ordinary course of business;

(g)

nonexclusive licenses of patents, copyrights, Trademarks, Trade Secrets and other intellectual property of the Borrower and its Subsidiaries entered into in the ordinary course of business;

(h)

in a transaction permitted under Sections 9.03 , 9.06 or 9.07 and the disposition of the Exchangeable Debentures in connection with the Exchangeable Debenture Subsequent Transaction;

(i)

leases, subleases or licenses of property to other Persons not materially interfering with the business of the Borrower or any Subsidiary;

(j)

sales, transfers or other dispositions of assets by any Broker-Dealer Subsidiary or any Investment Advisor Subsidiary in the ordinary course of business;

(k)

sales, transfers or other dispositions of Capital Stock of a Subsidiary to any employees, officers or directors; provided that the total Investment of the Credit Parties and their Subsidiaries in such Subsidiary at the time it becomes a non-Wholly-Owned Subsidiary is otherwise permitted under Section 9.07(i) ; and

(l)

sales, transfers, leases and other dispositions of assets (excluding any direct or indirect interest in the Capital Stock of Oppenheimer & Co., Inc., Oppenheimer Asset Management Inc. or their respective successors) with an aggregate fair market value not exceeding $10,000,000 in any Fiscal Year.  

SECTION 4.5.

Limitations on Dividends and Distributions and Other Payment Restrictions Affecting Subsidiaries .  It shall not, and it shall not permit any of its Subsidiaries to, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on its ability (i) to pay dividends or to make

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any other distribution on any shares of its Capital Stock, (ii) to subordinate or to pay, prepay, redeem or repurchase any Indebtedness owed to any Credit Party or Subsidiary of a Credit Party, (iii) to make loans or advances to any Credit Party or Subsidiary of a Credit Party or (iv) to transfer any of its property or assets to any Credit Party or Subsidiary of a Credit Party; provided , however , that nothing in clauses (i) through (iv) of this Section 9.05 shall prohibit or restrict:  (A) this Agreement and the other Loan Documents; (B) any applicable law, rule or regulation (including applicable currency control laws and applicable state or provincial corporate statutes restricting the payment of dividends or any other distributions in certain circumstances); (C) any restriction set forth in any document or agreement governing or securing any Existing Debt; (D) in the case of clause (iv) any restrictions on the subletting, assignment or transfer of any property or asset included in a lease, license, sale conveyance or similar agreement with respect to such property or asset; (E) in the case of clause (iv) any holder of a Permitted Encumbrance from restricting on customary terms the transfer of any property or assets subject to such Permitted Encumbrance; (F) any agreement or instrument in effect at the time a Person first became a Subsidiary of the Borrower or the date such agreement or instrument is otherwise assumed by the Borrower or any of its Subsidiaries, so long as such agreement or instrument was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower or such assumption; (G) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (H) restrictions on the transfer of any asset pending the close of the sale of such asset; or (I) customary provisions with respect to the payment of dividends or other distributions by any Subsidiary that is not a Credit Party set forth in the organizational documents for such Subsidiary so long as such provisions were not entered into in connection with any other agreement or arrangement not otherwise permitted under this Section 9.05 .  The Lenders and the Agents acknowledge that any payments to be made by a Broker-Dealer Subsidiary to a Credit Party shall be subject to any required prior approval from an applicable SRO, including without limitation the NYSE, and that a failure to obtain such approval shall not constitute a violation of this Section 9.05 .  

SECTION 4.6.

Limitation on Issuance of Capital Stock .  It shall not, and it shall not permit any of its Subsidiaries to, issue or sell or enter into any agreement or arrangement for the issuance and sale of any shares of its Capital Stock, any Securities convertible into or exchangeable for its Capital Stock or any warrants, options or other rights for the purchase or acquisition of any of its Capital Stock, other than (i) the issuance of Capital Stock by Parent; (ii) the issuance of Capital Stock to the Borrower or Wholly-Owned Subsidiaries of the Borrower; (iii) the issuance of Capital Stock by any Subsidiary of directors’ qualifying shares; or (iv) the issuance of Capital Stock by any Subsidiary (other than a Credit Party) to any Person; provided that the Investment in such Subsidiary at the time it becomes a non-Wholly-Owned Subsidiary is otherwise permitted under Section 9.07(i) .

SECTION 4.7.

Investments .  It shall not, and it shall not permit any of its Subsidiaries to, directly or indirectly, hold, own or invest in or commit or agree to hold or invest in, or purchase or otherwise acquire or commit or agree to purchase or otherwise acquire any Investment, except the following:

(a)

Investments existing on the date hereof in Persons which are Subsidiaries of such Credit Party on the Closing Date;

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(b)

Investments existing on the Closing Date and set forth on Schedule 9.07 ;

(c)