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THIS SECURITY AGREEMENT dated as of October 28, 2008 (this " Security Agreement ") is being entered into among
PZENA INVESTMENT MANAGEMENT, LLC , a Delaware limited liability company (the " Borrower "), EACH OF THE
UNDERSIGNED SUBSIDIARIES OF THE BORROWER AND EACH OTHER PERSON WHO SHALL BECOME A PARTY
HERETO BY EXECUTION OF A SECURITY JOINDER AGREEMENT (each a " Guarantor " and, together with the Borrower,
collectively, the " Grantors "), and BANK OF AMERICA, N.A. , as Administrative Agent (in such capacity, the "
Administrative Agent ") for each of the Secured Parties (as defined in the Credit Agreement referenced) below.
A. Pursuant to a Credit Agreement dated as of July 23, 2007 (as amended, restated, supplemented or otherwise modified
from time to time, the " Credit Agreement "), among the Borrower, the Administrative Agent, Bank of America, N.A., as L/C
Issuer, and the lenders now or hereafter party thereto (the " Lenders "), the Lenders have agreed to provide to the Borrower a
term loan and a revolving credit facility with a letter of credit sublimit.
B. Certain additional extensions of credit may be made from time to time for the benefit of the Grantors pursuant to certain
Cash Management Agreements and Hedge Agreements (each as defined in the Credit Agreement).
C. It is a condition precedent to the Secured Parties' obligations to make and maintain such extensions of credit that the
Grantors shall have executed and delivered this Security Agreement to the Administrative Agent.
In order to induce the Secured Parties to from time to time make and maintain extensions of credit under the Credit
Agreement and such Cash Management Agreements and Hedge Agreements, the parties hereto agree as follows:
1. Certain Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings