Exhibit
10.2


 


AMENDED AND RESTATED


DOMESTIC SECURITY AGREEMENT


 


THIS AMENDED
AND RESTATED DOMESTIC SECURITY AGREEMENT (as amended and modified from time to
time, this “Domestic Security Agreement”) dated as of February 24, 2006
is by and among the parties identified as “Grantors” on the signature pages
hereto and such other parties as may become Grantors hereunder after the date
hereof (individually a “Grantor”, and collectively the “Grantors”)
and Bank of America, N.A. as administrative agent (in such capacity, the “Administrative
Agent”) for the holders of the Secured Obligations referenced below and
amends and restates that certain Domestic Security Agreement, dated as of
August 23, 2004, as amended and modified from time to time prior to the date
hereof, among the grantors from time to time party thereto and Bank of America,
N.A., as administrative agent.


 


W I T N E S S E T H


 


WHEREAS, pursuant to that
certain Amended and Restated Credit Agreement dated as of February 24, 2006 (as
amended, modified, supplemented and extended from time to time, the “Credit
Agreement”) among GFI Group, Inc., a Delaware corporation (“GFI”),
GFI Holdings Limited (the “Foreign Borrower”; together with GFI, the “Borrowers”),
the Guarantors from time to time party thereto, the Lenders from time to time
party thereto and Bank of America, N.A., as Administrative Agent and L/C
Issuer, the Lenders have agreed to provide an amended and restated credit
facility to replace and refinance that certain Credit Agreement dated as of
August 23, 2004, as amended and modified, supplemented or extended from time to
time prior to the date hereof, among the Borrowers, the guarantors from time to
time party thereto, the lenders from time to time party thereto and Bank of
America, N.A., as administrative agent; and


 


WHEREAS, this Domestic
Security Agreement is required under the terms of the Credit Agreement.


 


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


 


1.             Definitions.


 


(a)           Capitalized
terms used and not otherwise defined herein shall have the meanings provided in
the Credit Agreement.


 


(b)           The
following terms shall have the meanings assigned thereto in the Uniform
Commercial Code in effect in the State of New York on the date hereof:  Accession, Account, As-Extracted Collateral,
Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account,
Document, Equipment, Farm Products, Fixtures, General Intangible, Goods,
Instrument, Inventory, Investment Property, Letter-of-Credit Right,
Manufactured Home, Proceeds, Software, Standing Timber, Supporting Obligation
and Tangible Chattel Paper.


 


(c)           As
used herein, the following terms shall have the meanings set forth below:


 


“Collateral” has the meaning provided in
Section 2 hereof.


 


“Copyright License” means any written
agreement, naming any Grantor as licensor, granting any right under any
Copyright.


 


“Copyrights” means (a) all copyrights registered in the United States or any other
country in all Works, now existing or hereafter created or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, registrations, recordings and


 

















 


applications
in the United States Copyright Office or in any similar office or agency of the
United States, any state thereof or any other country or political subdivision
thereof, or otherwise, and (b) all
renewals thereof.


 


“Patent License” means any agreement, whether
written or oral, providing for the grant by or to a Grantor of any right to
manufacture, use or sell any invention covered by a Patent.


 


“Patents” means (a) all letters patent of the United States or any other country and
all reissues and extensions thereof, and (b)
all applications for letters patent of the United States or any other country
and all divisions, continuations and continuations-in-part thereof.


 


“Secured
Obligations” means, without duplication, (i) all of the obligations of the
Loan Parties to the Lenders (including any L/C Issuer) and the Administrative
Agent, under the Credit Agreement or any other Loan Document (including, but
not limited to, any interest accruing after the commencement of a proceeding by
or against any Loan Party under any Debtor Relief Laws, regardless of whether
such interest is an allowed claim under such proceeding), whether now existing
or hereafter arising, due or to become due, direct or indirect, absolute or
contingent, howsoever evidenced, created, held or acquired, whether primary,
secondary, direct, contingent, or joint and several, as such obligations may be
amended, modified, increased, extended, renewed or replaced from time to time,
(ii) all of the obligations owing by the Loan Parties under any Swap Contract
between any Loan Party and any Lender or Affiliate of a Lender, whether now existing
or hereafter arising, (iii) all of the obligations owing by the Loan Parties
under any Treasury Management Agreement between any Loan Party and any Lender
or Affiliate of a Lender, whether now existing or hereafter arising, and (iv)
all costs and expenses incurred in connection with enforcement and collection
of the obligations described in the foregoing clauses (i), (ii) and (iii), including
Attorney Costs.


 


“Trademark License” means any agreement,
written or oral, providing for the grant by or to a Grantor of any right to use
any Trademark.


 


“Trademarks” means (a) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks, logos
and other source or business identifiers, and the goodwill associated
therewith, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith, whether in
the United States Patent and Trademark Office or in any similar office or
agency of the United States, any state thereof or any other country or any
political subdivision thereof, or otherwise and (b) all renewals thereof.


 


“UCC” means the Uniform Commercial Code.


 


“Work” means any work that is subject to
copyright protection pursuant to Title 17 of the United States Code.


 


2.             Grant
of Security Interest in the Collateral. To secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants
to the Administrative Agent, for the benefit of the holders of the Secured
Obligations, a continuing security interest in, any and all right, title and
interest of such Grantor in and to all of the following, whether now owned or
existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):


 


(a)           all Accounts (excluding, for the
avoidance of doubt, customer accounts that are not accounts of such Grantor);


 


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(b)           all cash and currency;


 


(c)           all Chattel Paper;


 


(d)           those Commercial Tort Claims
identified on Schedule 2(d) attached hereto;


 


(e)           all Copyrights;


 


(f)            all Copyright Licenses;


 


(g)           all Deposit Accounts;


 


(h)           all Documents;


 


(i)            all Equipment;


 


(j)            all Fixtures;


 


(k)           all General Intangibles;


 


(l)            all Goods;


 


(m)          all Instruments;


 


(n)           all Inventory;


 


(o)           all Investment Property;


 


(p)           all Letter-of-Credit Rights;


 


(q)           all Patents;


 


(r)            all Patent Licenses;


 


(s)           all Software;


 


(t)            all Supporting Obligations;


 


(u)           all Trademarks;


 


(v)           all Trademark Licenses; and


 


(w)          to the extent not otherwise included,
all Accessions and all Proceeds of any and all of the foregoing.


 


Notwithstanding anything to the contrary contained
herein, the security interests granted under this Domestic Security Agreement
shall not extend to (i) any permit, lease, license, contract or other
instrument of a Grantor if the grant of a security interest in such permit,
lease, license, contract or other instrument (including, without limitation,
any purchase agreement and any assets subject to a purchase money security
interest in respect thereof) in the manner contemplated by this Domestic
Security Agreement, under the terms thereof or under applicable law, is
prohibited and would result


 


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in the
termination thereof or give the other parties thereto the right to terminate,
accelerate or otherwise alter such Grantor’s rights, titles and interests
thereunder (including upon the giving of notice or the lapse of time or both); provided
that any such limitation on the security interests granted hereunder shall only
apply to the extent that (A) after reasonable efforts, consent from the
relevant party or parties has not been obtained and (B) any such prohibition
could not be rendered ineffective pursuant to the UCC or any other applicable
law (including Debtor Relief Laws) or principles of equity, (ii) any Capital Stock
in any Subsidiary and (iii) any Pledged Collateral (as defined in the Domestic
Pledge Agreement).


 


The
Grantors and the Administrative Agent, on behalf of the holders of the Secured
Obligations, hereby acknowledge and agree that the security interest created
hereby in the Collateral (i) constitutes continuing collateral security for all
of the Secured Obligations, whether now existing or hereafter arising and (ii)
is not and shall not be construed as an assignment of any Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.


 


3.             Provisions
Relating to Accounts.


 


(a)           Anything
herein to the contrary notwithstanding, each of the Grantors shall remain
liable under each of the Accounts to observe and perform all the conditions and
obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise to each such Account. Neither the
Administrative Agent nor any holder of the Secured Obligations shall have any
obligation or liability under any Account (or any agreement giving rise
thereto) by reason of or arising out of this Domestic Security Agreement or the
receipt by the Administrative Agent or any holder of the Secured Obligations of
any payment relating to such Account pursuant hereto, nor shall the
Administrative Agent or any holder of the Secured Obligations be obligated in
any manner to perform any of the obligations of a Grantor under or pursuant to
any Account (or any agreement giving rise thereto), to make any payment, to
make any inquiry as to the nature or the sufficiency of any payment received by
it or as to the sufficiency of any performance by any party under any Account
(or any agreement giving rise thereto), to present or file any claim, to take
any action to enforce any performance or to collect the payment of any amounts
that may have been assigned to it or to which it may be entitled at any time or
times.


 


(b)           At
any time after the occurrence and during the continuation of an Event of
Default, (i) the Administrative Agent shall have the right, but not the
obligation, to make test verifications of the Accounts in any manner and
through any medium that it reasonably considers advisable, and the Grantors
shall furnish all such assistance and information as the Administrative Agent
may reasonably require in connection with such test verifications and (ii) the
Administrative Agent in its own name or in the name of others may communicate
with account debtors on the Accounts to verify with them to the Administrative
Agent’s satisfaction the existence, amount and terms of any Accounts.


 


4.             Representations
and Warranties. Each Grantor hereby represents and warrants to the
Administrative Agent, for the benefit of the holders of the Secured
Obligations, that so long as any of the Secured Obligations remains outstanding
and until all of the commitments relating thereto have been terminated:


 


(a)           Legal Name. As of the date
hereof:


 


(i)            Each Grantor’s exact legal name,
taxpayer identification number, organization identification number, and state
of formation are (and for the prior five years have been) as set forth on Schedule
4(a) attached hereto.


 


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(ii)           Other than as set forth on Schedule
4(a) attached hereto, no Grantor has been party to a merger, consolidation
or other change in structure or used any tradename in the prior five years.


 


(b)           Ownership. Each Grantor is the
legal and beneficial owner of its Collateral and has the right to pledge, sell,
assign or transfer the same.


 


(c)           Security Interest/Priority. This
Domestic Security Agreement creates a valid security interest in favor of the
Administrative Agent, for the benefit of the holders of the Secured
Obligations, in the Collateral of such Grantor and, when properly perfected by
filing, shall constitute a valid perfected security interest in such
Collateral, to the extent such security interest can be perfected by filing
under the UCC, free and clear of all Liens except for Permitted Liens.


 


(d)           Types of Collateral. None of
the Collateral consists of, or is the Accessions or the Proceeds of,
As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes, or
Standing Timber.


 


(e)           Accounts. With respect to the
Accounts of the Grantors reflected as accounts receivable on the consolidated
balance sheet of GFI and its Subsidiaries most recently delivered to the
Administrative Agent pursuant to the Credit Agreement, (i) each Account of the
Grantors and the papers and documents relating thereto are genuine and in all
material respects what they purport to be, (ii) each Account arises out of
(A) a bona fide sale of goods sold and delivered by such Grantor (or is in the
process of being delivered) or (B) services theretofore actually rendered by
such Grantor to, the account debtor named therein, (iii) any Account of a
Grantor evidenced by any Instrument or Chattel Paper has, to the extent
requested by the Administrative Agent, been endorsed over and delivered to, or
submitted to the control of, the Administrative Agent and (iv) no surety bond
was required or given in connection with any Account of a Grantor or the
contracts or purchase orders out of which they arose.


 


(f)            Inventory. No Inventory of a
Grantor is held by any Person other than a Grantor pursuant to consignment,
sale or return, sale on approval or similar arrangement.


 


(g)           Copyrights, Patents and Trademarks.


 


(i)            Schedule
6.17 to the Credit Agreement includes all Copyrights, Patents, Trademarks
and material Copyright Licenses, Patent Licenses and Trademark Licenses owned
by any Grantor in its own name, or to which any Grantor is a party, as of the
date hereof.


 


(ii)           To
each Grantor’s knowledge, each material Copyright, Patent and Trademark of such
Grantor is valid, subsisting, unexpired, enforceable and has not been
abandoned.


 


(iii)          Except
as set forth in Schedule 6.17 to the Credit Agreement, none of the
material Copyrights, Patents and Trademarks of any Grantor is the subject of
any licensing or franchise agreement, as of the date hereof.


 


(iv)          To
each Grantor’s knowledge, no holding, decision or judgment has been rendered by
any Governmental Authority that would limit, cancel or question the validity of
any material Copyright, Patent or Trademark of any Grantor.


 


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(v)           No
action or proceeding is pending seeking to limit, cancel or question the
validity of any material Copyright, Patent or Trademark of any Grantor, or that
could be expected to have a material adverse effect on the value of any
material Copyright, Patent or Trademark of any Grantor.


 


(vi)          All
applications pertaining to the material Copyrights, Patents and Trademarks of
each Grantor have been duly and properly filed, and all registrations or
letters pertaining to such Copyrights, Patents and Trademarks have been duly
and properly filed and issued, and all of such Copyrights, Patents and
Trademarks are valid and enforceable.


 


(vii)         No
Grantor has made any assignment or agreement in conflict with the security
interest in the Copyrights, Patents or Trademarks of any Grantor hereunder.


 


(h)           Commercial
Tort Claims. Such Grantor has no commercial tort claims other than (i) those
listed on Schedule 2(d), or (ii) as to which the actions required by Section
5(k) have been taken.


 


5.             Covenants.
Each Grantor covenants that, so long as any of the Secured Obligations remains
outstanding and until all of the commitments relating thereto have been
terminated, such Grantor shall:


 


(a)           Other Liens. Defend the
Collateral against the claims and demands of all other parties claiming an
interest therein other than Permitted Liens.


 


(b)           Instruments/Tangible Chattel
Paper/Documents. If any amount payable under or in connection with any of
the Collateral shall be or become evidenced by any Instrument or Tangible
Chattel Paper, or if any property constituting Collateral shall be stored or
shipped subject to a Document, (i) ensure that such Instrument, Tangible
Chattel Paper or Document is either in the possession of such Grantor at all
times or, if requested by the Administrative Agent, is immediately delivered to
the Administrative Agent, duly endorsed in a manner reasonably satisfactory to
the Administrative Agent and (ii) ensure that any Collateral consisting of an
Instrument or Tangible Chattel Paper is marked with a legend acceptable to the
Administrative Agent indicating the Administrative Agent’s security interest in
such Instrument or Tangible Chattel Paper.


 


(c)           Change in Structure, Location or
Type. Not, without providing ten days prior written notice to the
Administrative Agent (i) change its name or state of formation, (ii) be party
to a merger, consolidation or other change in structure or (iii) use any
tradename other than as set forth on Schedule 4(a) attached hereto.


 


(d)           Perfection of Security Interest.
Execute and deliver to the Administrative Agent such agreements, assignments or
instruments (including affidavits, notices, reaffirmations and amendments and
restatements of existing documents, as the Administrative Agent may reasonably
request) and do all such other things as the Administrative Agent may
reasonably deem necessary, appropriate or convenient (i) to assure to the
Administrative Agent the effectiveness, perfection and priority of its security
interests hereunder, including (A) such instruments as the Administrative Agent
may from time to time reasonably request in order to perfect and maintain the
security interests granted hereunder in accordance with the UCC, (B) with
regard to Copyrights registered in the United States, a Notice of Grant of
Security Interest in Copyrights for filing with the United States Copyright
Office in the form of Exhibit 5(d)(i) attached hereto, (C) with regard
to Patents registered in the United States, a Notice of Grant of Security
Interest in Patents for filing with the United States Patent and Trademark
Office in the form of Exhibit 5(d)(ii) attached hereto and (D) with
regard to Trademarks registered with the United States Patent and Trademark
Office and all applications for Trademarks filed with the United States Patent
and Trademark Office, a Notice of


 


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Grant
of Security Interest in Trademarks for filing with the United States Patent and
Trademark Office in the form of Exhibit 5(d)(iii) attached hereto, (ii)
to consummate the transactions contemplated hereby and (iii) to otherwise
protect and assure the Administrative Agent of its rights and interests
hereunder. To that end, each Grantor authorizes the Administrative Agent to
file one or more financing statements (with collateral descriptions broader,
including without limitation “all assets” and/or “all personal property”
collateral descriptions, and/or less specific than the description of the
Collateral contained herein) disclosing the Administrative Agent’s security
interest in any or all of the Collateral of such Grantor without such Grantor’s
signature thereon (provided that no such description shall be deemed to modify
the description of Collateral in Section 2), and further each Grantor also
hereby irrevocably makes, constitutes and appoints the Administrative Agent,
its nominee or any other Person whom the Administrative Agent may designate, as
such Grantor’s attorney-in-fact with full power and for the limited purpose to
sign in the name of such Grantor any such financing statements (including
renewal statements), amendments and supplements, notices or any similar
documents that in the Administrative Agent’s sole discretion would be
necessary, appropriate or convenient in order to perfect and maintain
perfection of the security interests granted hereunder, such power, being
coupled with an interest, being and remaining irrevocable so long as the
Secured Obligations remain unpaid and until the commitments relating thereto
shall have been terminated. Each Grantor hereby agrees that a carbon,
photographic or other reproduction of this Domestic Security Agreement or any
such financing statement is sufficient for filing as a financing statement by
the Administrative Agent without notice thereof to such Grantor wherever the Administrative
Agent may in its sole discretion desire to file the same. In the event for any
reason the law of any jurisdiction other than New York becomes or is applicable
to the Collateral of any Grantor or any part thereof, or to any of the Secured
Obligations, such Grantor agrees to execute and deliver all such instruments
and to do all such other things as the Administrative Agent in its sole
discretion reasonably deems necessary, appropriate or convenient to preserve,
protect and enforce the security interests of the Administrative Agent under
the law of such other jurisdiction (and, if a Grantor shall fail to do so
promptly upon the request of the Administrative Agent, then the Administrative
Agent may execute any and all such requested documents on behalf of such
Grantor pursuant to the power of attorney granted hereinabove). If any
Collateral is in the possession or control of a Grantor’s agents and the
Administrative Agent so requests, such Grantor agrees to notify such agents in
writing of the Administrative Agent’s security interest therein and, upon the
Administrative Agent’s request, instruct them to hold all such Collateral for
the account of the holders of the Secured Obligations, subject to the
Administrative Agent’s instructions. Each Grantor agrees to mark its books and
records to reflect the security interest of the Administrative Agent in the
Collateral.


 


(e)           Control. Execute and deliver
all agreements, assignments, instruments or other documents as the
Administrative Agent shall reasonably request for the purpose of obtaining and
maintaining control within the meaning of the UCC with respect to any
Collateral consisting of Deposit Accounts, Investment Property,
Letter-of-Credit Rights and Electronic Chattel Paper.


 


(f)            Collateral held by Warehouseman,
Bailee, etc. If any Collateral is at any time in the possession or control
of a warehouseman, bailee, agent or processor of such Grantor, (i) notify the
Administrative Agent of such possession or control, (ii) notify such Person of
the Administrative Agent’s security interest in such Collateral, (iii) instruct
such Person to hold all such Collateral for the Administrative Agent’s account
and subject to the Administrative Agent’s instructions and (iv) use
commercially reasonable efforts to obtain an acknowledgment from such Person
that it is holding such Collateral for the benefit of the Administrative Agent.


 


(g)           Treatment of Accounts. Not
grant or extend the time for payment of any Account, or compromise or settle
any Account for less than the full amount thereof, or release any Person or
property, in whole or in part, from payment thereof, or allow any credit or
discount thereon, in each


 


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case
other than as normal and customary in the ordinary course of a Grantor’s
business or as required by law.


 


(h)           Covenants Relating to Copyrights.


 


(i)            Not do any act or knowingly omit to
do any act whereby any material Copyright may become invalidated and (A) not do
any act, or knowingly omit to do any act, whereby any material Copyright may
become injected into the public domain; (B) notify the Administrative Agent
immediately if it knows that any material Copyright may become injected into
the public domain or of any materially adverse determination or development
(including, without limitation, the institution of, or any such determination
or development in, any court or tribunal in the United States or any other
country) regarding a Grantor’s ownership of any such material Copyright or its
validity; (C) take all necessary steps as it shall deem appropriate under the
circumstances, to maintain and pursue each application (and to obtain the
relevant registration) of each material Copyright owned by a Grantor and to
maintain each registration of each material Copyright owned by a Grantor
including, without limitation, filing of applications for renewal where
necessary; and (D) promptly notify the Administrative Agent of any infringement
of any material Copyright of a Grantor of which it becomes aware and take such
actions as it shall reasonably deem appropriate under the circumstances to
protect such Copyright, including, where appropriate, the bringing of suit for
infringement, seeking injunctive relief and seeking to recover any and all
damages for such infringement.


 


(ii)           Not make any assignment or agreement
in conflict with the security interest in the Copyrights of each Grantor
hereunder (other than in connection with a Permitted Lien or as otherwise
provided in the Credit Agreement).


 


(i)            Covenants Relating to Patents and
Trademarks.


 


(i)            (A) Continue to use each material
Trademark on each and every trademark class of goods applicable to its current
line as reflected in its current catalogs, brochures and price lists in order
to maintain such Trademark in full force free from any claim of abandonment for
non-use, (B) maintain as in the past the quality of products and services
offered under such Trademark, (C) employ such Trademark with the appropriate
notice of registration, if applicable, (D) not adopt or use any mark that is
confusingly similar or a colorable imitation of such Trademark unless the
Administrative Agent, for the ratable benefit of the holders of the Secured
Obligations, shall obtain a perfected security interest in such mark pursuant
to this Domestic Security Agreement, and (E) not (and not permit any licensee
or sublicensee thereof to) do any act or knowingly omit to do any act whereby
any such Trademark may become invalidated.


 


(ii)           Not do any act, or omit to do any
act, whereby any material Patent may become abandoned or dedicated.


 


(iii)          Notify the Administrative Agent and
the holders of the Secured Obligations immediately if it knows that any
application or registration relating to any material Patent or Trademark may
become abandoned or dedicated, or of any materially adverse determination or
development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office or any court or tribunal in any country) regarding a Grantor’s
ownership of any material Patent or Trademark or its right to register the same
or to keep and maintain the same.


 


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(iv)          Whenever a Grantor, either by itself
or through an agent, employee, licensee or designee, shall file an application
for the registration of any Patent or Trademark with the United States Patent
and Trademark Office or any similar office or agency in any other country or
any political subdivision thereof, such Grantor shall report such filing to the
Administrative Agent within five Business Days after the last day of the fiscal
quarter in which such filing occurs. Upon request of the Administrative Agent,
a Grantor shall execute and deliver any and all agreements, instruments,
documents and papers as the Administrative Agent may reasonably request to
evidence the security interest of the Administrative Agent and the holders of
the Secured Obligations in any material Patent or Trademark and the goodwill
and general intangibles of a Grantor relating thereto or represented thereby.


 


(v)           Take all reasonable and necessary
steps, including, without limitation, in any proceeding before the United
States Patent and Trademark Office, or any similar office or agency in any
other country or any political subdivision thereof, to maintain and pursue each
application (and to obtain the relevant registration) and to maintain each
registration of each material Patent and Trademark, including, without
limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.


 


(vi)          Promptly notify the Administrative
Agent and the holders of the Secured Obligations after it learns that any
material Patent or Trademark included in the Collateral is infringed,
misappropriated or diluted by a third party and promptly sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and
to recover any and all damages for such infringement, misappropriation or
dilution, or to take such other actions as it shall reasonably deem appropriate
under the circumstances to protect such Patent or Trademark.


 


(vii)         Not make any assignment or agreement in
conflict with the security interest in the Patents or Trademarks of each
Grantor hereunder (other than in connection with a Permitted Lien or as
otherwise provided in the Credit Agreement).


 


(j)            Insurance. Insure, repair and
replace the Collateral of such Grantor as set forth in (and to the extent
required by) the Credit Agreement. All insurance proceeds shall be subject to
the security interest of the Administrative Agent hereunder.


 


(k)           Commercial Tort Claims.


 


(i)            Promptly notify the Administrative
Agent in writing of the initiation of any Commercial Tort Claim before any
Governmental Authority by or in favor of such Grantor or any of its
Subsidiaries reasonably expected by GFI to result in an award in excess of $1,000,000.


 


(ii)           Execute and deliver such statements,
documents and notices and do and cause to be done all such things as the Administrative
Agent may reasonably deem necessary, appropriate or convenient, or as are
required by law, to create, perfect and maintain the Administrative Agent’s
security interest in any Commercial Tort Claim.


 


6.             Advances
by Administrative Agent. On failure of any Grantor to perform any of the
covenants and agreements contained herein, the Administrative Agent may, at its
sole option and in its sole discretion, upon notice to the Grantors, perform
the same and in so doing may expend such sums as the Administrative Agent may
reasonably deem advisable in the performance thereof, including, without
limitation, the payment of any insurance premiums, the payment of any taxes, a
payment to obtain a release


 


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of a Lien or potential Lien (other than a Permitted Lien), expenditures
made in defending against any adverse claim and all other expenditures that the
Administrative Agent may make for the protection of the security hereof or that
may be compelled to make by operation of law. All such sums and amounts so
expended shall be repayable by the Grantors on a joint and several basis
(subject to Section 23 hereof) promptly upon timely notice thereof and demand
therefor, shall constitute additional Secured Obligations and shall bear
interest from the date said amounts are expended at the Default Rate. No such
performance of any covenant or agreement by the Administrative Agent on behalf
of any Grantor, and no such advance or expenditure therefor, shall relieve the
Grantors of any default under the terms of this Domestic Security Agreement,
the other Loan Documents or any other documents relating to the Secured
Obligations. The Administrative Agent may make any payment hereby authorized in
accordance with any bill, statement or estimate procured from the appropriate
public office or holder of the claim to be discharged without inquiry into the
accuracy of such bill, statement or estimate or into the validity of any tax
assessment, sale, forfeiture, tax lien, title or claim except to the extent
such payment is being contested in good faith by a Grantor in appropriate
proceedings and against which adequate reserves are being maintained in
accordance with GAAP.


 


7.             Remedies.


 


(a)           General
Remedies. Upon the occurrence of an Event of Default and during the
continuation thereof, the Administrative Agent shall have, in addition to the
rights and remedies provided herein, in the Loan Documents, in any other
documents relating to the Secured Obligations, or by law (including, without limitation,
levy of attachment and garnishment), the rights and remedies of a secured party
under the UCC of the jurisdiction applicable to the affected Collateral and,
further, the Administrative Agent may, with or without judicial process or the
aid and assistance of others, (i) enter on any premises on which any of the
Collateral may be located and, without resistance or interference by the
Grantors, take possession of the Collateral, (ii)  dispose of any Collateral on any such
premises, (iii) require the Grantors to assemble and make available to the
Administrative Agent at the expense of the Grantors any Collateral at any place
and time designated by the Administrative Agent that is reasonably convenient
to both parties, (iv) remove any Collateral from any such premises for the
purpose of effecting sale or other disposition thereof, and/or (v) without
demand and without advertisement, notice, hearing or process of law, all of
which each of the Grantors hereby waives to the fullest extent permitted by law,
at any place and time or times, sell and deliver any or all Collateral held by
or for it at public or private sale, by one or more contracts, in one or more
parcels, for cash, upon credit or otherwise, at such prices and upon such terms
as the Administrative Agent deems advisable, in its sole discretion (subject to
any and all mandatory legal requirements). Each of the Grantors acknowledges
that any private sale referenced above may be at prices and on terms less
favorable to the seller than the prices and terms that might have been obtained
at a public sale and agrees that such private sale shall be deemed to have been
made in a commercially reasonable manner. Neither the Administrative Agent’s
compliance with applicable law nor its disclaimer of warranties relating to the
Collateral shall be considered to adversely affect the commercial
reasonableness of any sale. In addition to all other sums due the
Administrative Agent and the holders of the Secured Obligations with respect to
the Secured Obligations, the Grantors shall pay the Administrative Agent and
each of the holders of the Secured Obligations all reasonable documented costs
and expenses incurred by the Administrative Agent or any such holder of the
Secured Obligations, including Attorney Costs and court costs, in obtaining or
liquidating the Collateral, in enforcing payment of the Secured Obligations, or
in the prosecution or defense of any action or proceeding by or against the
Administrative Agent or the holders of the Secured Obligations or the Grantors
concerning any matter arising out of or connected with this Domestic Security
Agreement, any Collateral or the Secured Obligations, including, without
limitation, any of the foregoing arising in, arising under or related to a case
under the Debtor Relief Laws. To the extent the rights of notice cannot be
legally waived hereunder, each Grantor agrees that any requirement of
reasonable notice shall be met if such notice is personally served on or
mailed, postage prepaid, to GFI in accordance with the notice provisions of
Section 11.02 of the Credit Agreement at least ten Business Days before the
time of sale or other event giving rise to the requirement of such notice. The
Administrative Agent shall not be obligated to make any sale or other disposition
of the Collateral regardless of notice having been given. To the extent
permitted by law, any holder of the Secured


 


10

















 


Obligations may be a purchaser at any such sale. To the extent
permitted by applicable law, each of the Grantors hereby waives all of its
rights of redemption with respect to any such sale. Subject to the provisions
of applicable law, the Administrative Agent and the holders of the Secured
Obligations may postpone or cause the postponement of the sale of all or any
portion of the Collateral by announcement at the time and place of such sale,
and such sale may, without further notice, to the extent permitted by law, be
made at the time and place to which the sale was postponed, or the Administrative
Agent may further postpone such sale by announcement made at such time and
place.


 


(b)           Remedies
relating to Accounts. Upon the occurrence of an Event of Default and during
the continuation thereof, whether or not the Administrative Agent has exercised
any or all of its rights and remedies hereunder, (i) each Grantor will promptly
upon request of the Administrative Agent instruct all account debtors to remit
all payments in respect of Accounts to a mailing location selected by the
Administrative Agent and (ii) the Administrative Agent shall have the right to
enforce any Grantor’s rights against its customers and account debtors, and the
Administrative Agent or its designee may notify any Grantor’s customers and
account debtors that the Accounts of such Grantor have been assigned to the
Administrative Agent or of the Administrative Agent’s security interest
therein, and may (either in its own name or in the name of a Grantor or both)
demand, collect (including without limitation by way of a lockbox arrangement),
receive, take receipt for, sell, sue for, compound, settle, compromise and give
acquittance for any and all amounts due or to become due on any Account, and,
in the Administrative Agent’s discretion, file any claim or take any other
action or proceeding to protect and realize upon the security interest of the
holders of the Secured Obligations in the Accounts. Each Grantor acknowledges
and agrees that the Proceeds of its Accounts remitted to or on behalf of the
Administrative Agent in accordance with the provisions hereof shall be solely
for the Administrative Agent’s own convenience and that such Grantor shall not
have any right, title or interest in such Accounts or in any such other amounts
except as expressly provided herein. The Administrative Agent and the holders
of the Secured Obligations shall have no liability or responsibility to any
Grantor for acceptance of a check, draft or other order for payment of money
bearing the legend “payment in full” or words of similar import or any other restrictive
legend or endorsement or be responsible for determining the correctness of any
remittance. Each Grantor hereby agrees to indemnify the Administrative Agent
and the holders of the Secured Obligations from and against all liabilities,
damages, losses, actions, claims, judgments, costs, expenses, charges and
Attorney Costs suffered or incurred by the Administrative Agent or the holders
of the Secured Obligations (each, an “Indemnified Party”) because of the
maintenance of the foregoing arrangements except as relating to or arising out
of the gross negligence or willful misconduct of an Indemnified Party or its
partners, officers, employees or agents. In the case of any investigation,
litigation or other proceeding, the foregoing indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by a
Grantor, its directors, shareholders or creditors or an Indemnified Party or
any other Person or any other Indemnified Party is otherwise a party thereto.


 


(c)           Access.
In addition to the rights and remedies hereunder, upon the occurrence of an
Event of Default and during the continuation thereof, the Administrative Agent
shall have the right to enter and remain upon the various premises of the
Grantors without cost or charge to the Administrative Agent, and use the same,
together with materials, supplies, books and records of the Grantors for the
purpose of collecting and liquidating the Collateral, or for preparing for sale
and conducting the sale of the Collateral, whether by foreclosure, auction or
otherwise. In addition, the Administrative Agent may remove Collateral, or any
part thereof, from such premises and/or any records with respect thereto, in
order to effectively collect or liquidate such Collateral.


 


(d)           Nonexclusive
Nature of Remedies. Failure by the Administrative Agent or the holders of
the Secured Obligations to exercise any right, remedy or option under this
Domestic Security Agreement, any other Loan Document, any other documents
relating to the Secured Obligations, or as provided by law, or any delay by the
Administrative Agent or the holders of the Secured Obligations in exercising
the same, shall not operate as a waiver of any such right, remedy or option. No
waiver hereunder shall be effective unless it is in writing, signed by the
party against whom such waiver is sought to be enforced and then only to the
extent


 


11

















 


specifically stated, which in the case of the Administrative Agent or
the holders of the Secured Obligations shall only be granted as provided herein.
To the extent permitted by law, neither the Administrative Agent, the holders
of the Secured Obligations, nor any party acting as attorney for the
Administrative Agent or the holders of the Secured Obligations, shall be liable
hereunder for any acts or omissions or for any error of judgment or mistake of
fact or law other than their gross negligence or willful misconduct hereunder. The
rights and remedies of the Administrative Agent and the holders of the Secured
Obligations under this Domestic Security Agreement shall be cumulative and not
exclusive of any other right or remedy that the Administrative Agent or the
holders of the Secured Obligations may have.


 


(e)           Retention
of Collateral. To the extent permitted under applicable law, in addition to
the rights and remedies hereunder, upon the occurrence and during the
continuation of an Event of Default, the Administrative Agent may, after
providing the notices required by Sections 9-620 and 9-621 of the UCC or
otherwise complying with the requirements of applicable law of the relevant
jurisdiction, accept or retain all or any portion of the Collateral in
satisfaction of the Secured Obligations. Unless and until the Administrative
Agent shall have provided such notices, however, the Administrative Agent shall
not be deemed to have accepted or retained any Collateral in satisfaction of
any Secured Obligations for any reason.


 


(f)            Deficiency.
In the event that the proceeds of any sale, collection or realization are
insufficient to pay all amounts to which the Administrative Agent or the
holders of the Secured Obligations are legally entitled, the Grantors shall be
jointly and severally liable for the deficiency (subject to Section 23 hereof),
together with interest thereon at the Default Rate, together with the costs of
collection and Attorney Costs. Any surplus remaining after the full payment and
satisfaction of the Secured Obligations shall be returned to the Grantors or to
whomsoever a court of competent jurisdiction shall determine to be entitled
thereto.


 


8.             Rights
of the Administrative Agent.


 


(a)           Power
of Attorney. In addition to other powers of attorney contained herein, each
Grantor hereby designates and appoints the Administrative Agent, on behalf of
the holders of the Secured Obligations, and each of its designees or agents, as
attorney-in-fact of such Grantor, irrevocably and with power of substitution,
with authority to take any or all of the following actions upon the occurrence
and during the continuation of an Event of Default:


 


(i)            to demand, collect, settle,
compromise and adjust, and give discharges and releases concerning the
Collateral, all as the Administrative Agent may reasonably deem appropriate;


 


(ii)           to commence and prosecute any actions
at any court for the purposes of collecting any of the Collateral and enforcing
any other right in respect thereof;


 


(iii)          to defend, settle or compromise any
action brought and, in connection therewith, give such discharge or release as
the Administrative Agent may reasonably deem appropriate;


 


(iv)          to receive, open and dispose of mail
addressed to a Grantor and endorse checks, notes, drafts, acceptances, money
orders, bills of lading, warehouse receipts or other instruments or documents
evidencing payment, shipment or storage of the goods giving rise to the
Collateral on behalf of and in the name of such Grantor, or securing, or
relating to such Collateral;


 


(v)           to pay or discharge taxes, liens,
security interests or other encumbrances levied or placed on or threatened
against the Collateral;


 


12

















 


(vi)          to direct any parties liable for any
payment in connection with any of the Collateral to make payment of any and all
monies due and to become due thereunder directly to the Administrative Agent or
as the Administrative Agent shall direct;


 


(vii)         to receive payment of and receipt for
any and all monies, claims, and other amounts due and to become due at any time
in respect of or arising out of any Collateral;


 


(viii)        to sell, assign, transfer, make any
agreement in respect of, or otherwise deal with or exercise rights in respect
of, any Collateral or the goods or services that have given rise thereto, as
fully and completely as though the Administrative Agent were the absolute owner
thereof for all purposes;


 


(ix)           to adjust and settle claims under any
insurance policy relating thereto;


 


(x)            to execute and deliver all
assignments, conveyances, statements, financing statements, renewal financing
statements, security and pledge agreements, affidavits, notices and other
agreements, instruments and documents that the Administrative Agent may
reasonably deem appropriate in order to perfect and maintain the security
interests and liens granted in this Domestic Security Agreement and in order to
fully consummate all of the transactions contemplated therein;


 


(xi)           to institute any foreclosure
proceedings that the Administrative Agent may reasonably deem appropriate; and


 


(xii)          to do and perform all such other acts
and things as the Administrative Agent may reasonably deem appropriate in
connection with the Collateral.


 


This
power of attorney is a power coupled with an interest and shall be irrevocable
for so long as any of the Secured Obligations shall remain outstanding and
until all of the commitments relating thereto shall have been terminated. The
Administrative Agent shall be under no duty to exercise or withhold the
exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to the Administrative Agent in this Domestic Security
Agreement, and shall not be liable for any failure to do so or any delay in
doing so. The Administrative Agent shall not be liable for any act or omission
or for any error of judgment or any mistake of fact or law in its individual
capacity or its capacity as attorney-in-fact except acts or omissions resulting
from its gross negligence or willful misconduct. This power of attorney is
conferred on the Administrative Agent solely to protect, preserve and realize
upon its security interest in the Collateral.


 


(b)           The
Administrative Agent’s Duty of Care. Other than the exercise of reasonable
care to assure the safe custody of the Collateral while being held by the
Administrative Agent hereunder, the Administrative Agent shall have no duty or
liability to preserve rights pertaining thereto, it being understood and agreed
that the Grantors shall be responsible for preservation of all rights in the
Collateral, and the Administrative Agent shall be relieved of all responsibility
for the Collateral upon surrendering it or tendering the surrender of it to the
Grantors. The Administrative Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession if
such Collateral is accorded treatment substantially equal to that which the
Administrative Agent accords its own property, which shall be no less than the
treatment employed by a reasonable and prudent agent in the industry, it being
understood that the Administrative Agent shall not have responsibility for
taking any necessary steps to preserve rights against any parties with respect
to any of the Collateral. In the event of a public or private sale of
Collateral pursuant to Section 7 hereof, the Administrative Agent shall have no
obligation to clean, repair or otherwise prepare the Collateral for sale.


 


13

















 


9.             Rights
of Required Lenders. All rights of the Administrative Agent hereunder, if
not exercised by the Administrative Agent, may be exercised by the Required
Lenders. If such rights are so exercised by the Required Lenders, then the
Required Lenders shall have all of the rights, privileges and indemnities
afforded the Administrative Agent in the exercise of such rights.


 


10.           Application
of Proceeds. Upon the occurrence and during the continuation of an Event of
Default, any payments in respect of the Secured Obligations and any proceeds of
the Collateral, when received by the Administrative Agent or any of the holders
of the Secured Obligations in cash or its equivalent, will be applied in
reduction of the Secured Obligations in the order set forth in the Credit
Agreement or other document relating to the Secured Obligations, and each
Grantor irrevocably waives the right to direct the application of such payments
and proceeds and acknowledges and agrees that the Administrative Agent shall
have the continuing and exclusive right to apply and reapply any and all such
payments and proceeds in the Administrative Agent’s sole discretion,
notwithstanding any entry to the contrary upon any of its books and records.


 


11.           Continuing
Agreement.


 


(a)           This
Domestic Security Agreement shall be a continuing agreement in every respect
and shall remain in full force and effect so long as any of the Secured
Obligations remains outstanding and until all of the commitments relating
thereto have been terminated (other than any obligations with respect to the
indemnities set forth in the Loan Documents). Upon such payment and
termination, this Domestic Security Agreement and the liens and security
interests of the Administrative Agent hereunder shall be automatically
terminated and the Administrative Agent shall, upon the request and at the
expense of the Grantors, execute and deliver all UCC termination statements
and/or other documents reasonably requested by the Grantors evidencing such
termination. Notwithstanding the foregoing, all releases and indemnities
provided hereunder shall survive termination of this Domestic Security
Agreement.


 


(b)           This
Domestic Security Agreement shall continue to be effective or be automatically
reinstated, as the case may be, if at any time payment, in whole or in part, of
any of the Secured Obligations is rescinded or must otherwise be restored or
returned by the Administrative Agent or any holder of the Secured Obligations
as a preference, fraudulent conveyance or otherwise under any bankruptcy,
insolvency or similar law, all as though such payment had not been made;
provided that in the event payment of all or any part of the Secured
Obligations is rescinded or must be restored or returned, all reasonable costs
and expenses (including Attorney Costs) incurred by the Administrative Agent or
any holder of the Secured Obligations in defending and enforcing such reinstatement
shall be deemed to be included as a part of the Secured Obligations.


 


12.           Amendments
and Waivers. This Domestic Security Agreement and the provisions hereof may
not be amended, waived, modified, changed, discharged or terminated except as
set forth in Section 11.01 of the Credit Agreement.


 


13.           Successors
in Interest. This Domestic Security Agreement shall create a continuing
security interest in the Collateral and shall be binding upon each Grantor, its
successors and assigns, and shall inure, together with the rights and remedies
of the Administrative Agent and the holders of the Secured Obligations
hereunder, to the benefit of the Administrative Agent and the holders of the
Secured Obligations and their successors and permitted assigns; provided,
however, none of the Grantors may assign its rights or delegate its
duties hereunder without the prior written consent of the requisite Lenders
under the Credit Agreement. To the fullest extent permitted by law, each
Grantor hereby releases the Administrative Agent and each holder of the Secured
Obligations, their respective successors and assigns and their respective
officers, attorneys, employees and agents, from any liability for any act or
omission or any error of judgment or mistake of fact or of law relating to this
Domestic Security Agreement or the Collateral, except for any


 


14

















 


liability arising from the gross negligence or willful misconduct of
the Administrative Agent or such holder, or their respective officers,
attorneys, employees or agents.


 


14.           Notices.
All notices required or permitted to be given under this Domestic Security
Agreement shall be given as provided in Section 11.02 of the Credit Agreement.


 


15.           Counterparts.
This Domestic Security Agreement may be executed in any number of counterparts,
each of which where so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary
in making proof of this Domestic Security Agreement to produce or account for
more than one such counterpart.


 


16.           Headings.
The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Domestic Security Agreement.


 


17.           Governing
Law; Submission to Jurisdiction; Venue.


 


(a)           THIS DOMESTIC
SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE;  PROVIDED
THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.


 


(b)           ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS DOMESTIC SECURITY AGREEMENT OR ANY OTHER
LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS DOMESTIC SECURITY AGREEMENT, EACH
GRANTOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER,
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH GRANTOR AND THE ADMINISTRATIVE AGENT, ON
BEHALF OF ITSELF AND EACH LENDER, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
THIS DOMESTIC SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT
RELATED THERETO. EACH GRANTOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF
AND EACH LENDER, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.


 


18.           Waiver
of Right to Trial by Jury.


 


EACH PARTY TO THIS
DOMESTIC SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER THIS DOMESTIC SECURITY AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS DOMESTIC
SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE;


 


15

















 


AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
THAT ANY PARTY TO THIS DOMESTIC SECURITY AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS DOMESTIC SECURITY AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


19.           Severability.
If any provision of this Domestic Security Agreement is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.


 


20.           Entirety.
This Domestic Security Agreement, the other Loan Documents and the other
documents relating to the Secured Obligations represent the entire agreement of
the parties hereto and thereto, and supersede all prior agreements and
understandings, oral or written, if any, including any commitment letters or
correspondence relating to the Loan Documents, any other documents relating to
the Secured Obligations, or the transactions contemplated herein and therein.


 


21.           Survival.
All representations and warranties of the Grantors hereunder shall survive the
execution and delivery of this Domestic Security Agreement, the other Loan
Documents and the other documents relating to the Secured Obligations, the
delivery of the Notes and the extension of credit thereunder or in connection
therewith.


 


22.           Other
Security. To the extent that any of the Secured Obligations are now or
hereafter secured by property other than the Collateral (including, without
limitation, real property and securities owned by a Grantor), or by a
guarantee, endorsement or property of any other Person, then the Administrative
Agent shall have the right to proceed against such other property, guarantee or
endorsement upon the occurrence of any Event of Default, and the Administrative
Agent shall have the right, in its sole discretion, to determine which rights,
security, liens, security interests or remedies the Administrative Agent shall
at any time pursue, relinquish, subordinate, modify or take with respect
thereto, without in any way modifying or affecting any of them or the Secured
Obligations or any of the rights of the Administrative Agent or the holders of
the Secured Obligations under this Domestic Security Agreement, under any of
the other Loan Documents or under any other document relating to the Secured
Obligations.


 


23.           Joint
and Several Obligations of Grantors.


 


(a)           Subject
to subsection (c) of this Section 23, each of the Grantors is accepting joint
and several liability hereunder in consideration of the financial accommodation
to be provided by the holders of the Secured Obligations, for the mutual
benefit, directly and indirectly, of each of the Grantors and in consideration
of the undertakings of each of the Grantors to accept joint and several
liability for the obligations of each of them.


 


(b)           Subject
to subsection (c) of this Section 23, each of the Grantors jointly and
severally hereby irrevocably and unconditionally accepts, not merely as a
surety but also as a co-debtor, joint and several liability with the other
Grantors with respect to the payment and performance of all of the Secured
Obligations arising under this Domestic Security Agreement, the other Loan
Documents and any other


 


16

















 


documents relating to the Secured Obligations, it being the intention
of the parties hereto that all the Secured Obligations shall be the joint and
several obligations of each of the Grantors without preferences or distinction
among them.


 


(c)           Notwithstanding
any provision to the contrary contained herein, in any other of the Loan
Documents or in any other documents relating to the Secured Obligations, the
obligations of each Grantor under the Credit Agreement, the other Loan
Documents and the other documents relating to the Secured Obligations shall be
limited to an aggregate amount equal to the largest amount that would not
render such obligations subject to avoidance under Section 548 of the United
States Bankruptcy Code or any comparable provisions of any applicable state
law.


 


[Signature Pages Follow]


 


17

















 


Each of the parties hereto has caused a counterpart of
this Domestic Security Agreement to be duly executed and delivered as of the
date first above written.


 


	
  GRANTORS:

  	
  GFI GROUP INC.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Peers

  	
   

  
	
   

  	
  Name: James A.
  Peers

  
	
   

  	
  Title :Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GFI GROUP LLC,

  
	
   

  	
  a New York limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Peers

  	
   

  
	
   

  	
  Name: James A.
  Peers

  
	
   

  	
  Title :Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GFINET INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Peers

  	
   

  
	
   

  	
  Name: James A.
  Peers

  
	
   

  	
  Title :Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GFI BROKERS LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Peers

  	
   

  
	
   

  	
  Name: James A.
  Peers

  
	
   

  	
  Title :Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERACTIVE VENTURES
  LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Peers

  	
   

  
	
   

  	
  Name: James A.
  Peers

  
	
   

  	
  Title :Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  FENICS SOFTWARE INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Peers

  	
   

  
	
   

  	
  Name: James A.
  Peers

  
	
   

  	
  Title :Chief Financial
  Officer

  



 

















 


Accepted and agreed to as
of the date first above written.


 


Bank of America, N.A., as
Administrative Agent


 


	
  By:

  	
  /s/ Sean Cassidy

  	
   

  
	
  Name:

  	
  Sean Cassidy

  
	
  Title:

  	
  Senior Vice
  President

  
				



 

















 


SCHEDULE 2(d)


 


COMMERCIAL TORT CLAIMS


 

















 


SCHEDULE 4(a)


 


LEGAL NAME, STATE OF FORMATION, TAXPAYER IDENTIFICATION NUMBER, ORGANIZATION
IDENTIFICATION NUMBER AND CERTAIN STRUCTURAL CHANGES


 

















 


EXHIBIT 5(d)(i)


 


NOTICE


 


OF


 


GRANT OF SECURITY INTEREST


 


IN


 


COPYRIGHTS


 


United States Copyright
Office


 


Ladies and Gentlemen:


 


Please
be advised that pursuant to the Amended and Restated Domestic Security
Agreement dated as of February 24, 2006 (as the same may be amended, modified, extended
or restated from time to time, the “Domestic Security Agreement”) by and
among the Grantors from time to time party thereto (each an “Grantor”
and collectively, the “Grantors”) and Bank of America, N.A., as
Administrative Agent (the “Administrative Agent”) for the holders of the
Secured Obligations referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the copyrights and
copyright applications shown on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the holders of the Secured
Obligations.


 


The
undersigned Grantor and the Administrative Agent, on behalf of the holders of
the Secured Obligations, hereby acknowledge and agree that the security
interest in the copyrights and copyright applications set forth on Schedule
1 attached hereto (i) may only be terminated in accordance with the terms
of the Domestic Security Agreement and (ii) is not to be construed as an
assignment of any copyright or copyright application.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Grantor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


Acknowledged and
Accepted:


 


	
  BANK OF AMERICA,
  N.A., as Administrative Agent

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 

















 


EXHIBIT 5(d)(ii)


 


NOTICE


 


OF


 


GRANT OF SECURITY INTEREST


 


IN


 


PATENTS


 


United States Patent and
Trademark Office


 


Ladies and Gentlemen:


 


Please
be advised that pursuant to the Amended and Restated Domestic Security
Agreement dated as of February 24, 2006 (as the same may be amended, modified,
extended or restated from time to time, the “Domestic Security Agreement”)
by and among the Grantors from time to time party thereto (each an “Grantor”
and collectively, the “Grantors”) and Bank of America, N.A., as
Administrative Agent (the “Administrative Agent”) for the holders of the
Secured Obligations referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the patents and patent
applications set forth on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the holders of the Secured
Obligations.


 


The
undersigned Grantor and the Administrative Agent, on behalf of the holders of
the Secured Obligations, hereby acknowledge and agree that the security interest
in the patents and patent applications set forth on Schedule 1 attached
hereto (i) may only be terminated in accordance with the terms of the Domestic
Security Agreement and (ii) is not to be construed as an assignment of any
patent or patent application.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Grantor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


Acknowledged and
Accepted:


 


	
  BANK OF AMERICA,
  N.A., as Administrative Agent

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 

















 


EXHIBIT 5(d)(iii)


 


NOTICE


 


OF


 


GRANT OF SECURITY INTEREST


 


IN


 


TRADEMARKS


 


United States Patent and
Trademark Office


 


Ladies and Gentlemen:


 


Please
be advised that pursuant to the Amended and Restated Domestic Security
Agreement dated as of February 24, 2006 (as the same may be amended, modified,
extended or restated from time to time, the “Domestic Security Agreement”)
by and among the Grantors from time to time party thereto (each an “Grantor”
and collectively, the “Grantors”) and Bank of America, N.A., as
Administrative Agent (the “Administrative Agent”) for the holders of the
Secured Obligations referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the trademarks and trademark
applications set forth on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the holders of the Secured
Obligations.


 


The
undersigned Grantor and the Administrative Agent, on behalf of the holders of
the Secured Obligations, hereby acknowledge and agree that the security
interest in the trademarks and trademark applications set forth on Schedule
1 attached hereto (i) may only be terminated in accordance with the terms
of the Domestic Security Agreement and (ii) is not to be construed as an
assignment of any trademark or trademark application.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Grantor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


Acknowledged and
Accepted:


 


	
  BANK OF AMERICA,
  N.A., as Administrative Agent

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title: