**EXHIBIT 10.14**

**EXECUTION VERSION**

**CREDIT AGREEMENT**

**byand among**

**ADVENTSOFTWARE, INC.**

**and**

**EACHOF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO,as Borrowers,**

**THELENDERS THAT ARE SIGNATORIES HERETO,as the Lenders,**

**and**

**WELLSFARGO FOOTHILL, INC.,as the Arranger and Administrative Agent**

**Dated as of February 14, 2007**

 

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**CREDITAGREEMENT**

**THIS CREDIT AGREEMENT**(this “Agreement”),is entered into as of February 14, 2007, by and among the lenders identified onthe signature pages hereof (such lenders, together with their respectivesuccessors and permitted assigns, are referred to hereinafter each individuallyas a “Lender” and collectively as the “Lenders”), and **WELLS FARGO FOOTHILL, INC.**, a Californiacorporation, as the arranger and administrative agent for the Lenders (in suchcapacity, together with its successors and assigns in such capacity, “Agent”),**ADVENT SOFTWARE, INC.**, a Delawarecorporation (“Parent”), each of Parent’s Subsidiaries identified on thesignature pages hereof (such Subsidiaries, together with Parent, are referredto hereinafter each individually as a “Borrower”, and individually andcollectively, jointly and severally, as the “Borrowers”).

Theparties agree as follows:

**1.             DEFINITIONS AND CONSTRUCTION.**

**1.1**          **Definitions**.  Capitalized terms used in this Agreementshall have the meanings specified therefor on Schedule 1.1.

**1.2**          **Accounting Terms**.  All accounting terms not specifically definedherein shall be construed in accordance with GAAP.  When used herein, the term “financialstatements” shall include the notes and schedules thereto.  Any reference to any Person in respect of afinancial covenant or a related definition shall be understood to mean suchPerson and its Subsidiaries on a consolidated basis, unless the context clearlyrequires otherwise.

**1.3**          **Code**. Any terms used in this Agreement that are defined in the Code shall beconstrued and defined as set forth in the Code unless otherwise defined herein;provided, however, that to the extent that the Code is used todefine any term herein and such term is defined differently in differentArticles of the Code, the definition of such term contained in Article 9of the Code shall govern.

**1.4**          **Construction**.  Unless the context of this Agreement or anyother Loan Document clearly requires otherwise, references to the pluralinclude the singular, references to the singular include the plural, the terms “includes”and “including” are not limiting, and the term “or” has, except where otherwiseindicated, the inclusive meaning represented by the phrase “and/or.”  The words “hereof,” “herein,” “hereby,” “hereunder,”and similar terms in this Agreement or any other Loan Document refer to thisAgreement or such other Loan Document, as the case may be, as a whole and notto any particular provision of this Agreement or such other Loan Document, asthe case may be.  Section, subsection,clause, schedule, and exhibit references herein are to this Agreement unlessotherwise specified.  Any reference inthis Agreement or in any other Loan Document to any agreement, instrument, ordocument shall include all alterations, amendments, changes, extensions,modifications, renewals, replacements, substitutions, joinders, andsupplements, thereto and thereof, as applicable (subject to any restrictions onsuch alterations, amendments, changes, extensions, modifications, renewals, replacements,substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other LoanDocument to the satisfaction or repayment in full of the Obligations shall meanthe repayment in full in cash (or, in the case of Letters of Credit or BankProducts, the cash collateralization or (at the election of Agent) support by astandby letter of credit in accordance with the terms hereof) of allObligations other than unasserted contingent indemnification Obligations andother than any Bank Product Obligations that, at such time, are allowed by theapplicable Bank Product Provider to remain outstanding and that are notrequired by the provisions of this Agreement to be repaid or cashcollateralized.  Any reference herein toany Person shall be construed to include such Person’s successors and permittedassigns.  Any requirement of a writingcontained herein or in any other Loan Document shall be satisfied by thetransmission of a Record and any Record so transmitted shall constitute a representationand warranty as to the accuracy and completeness of the information containedtherein.  References to statutes orregulations are

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tobe construed as including all statutory and regulatory provisions promulgatedunder, consolidating, amending, supplementing, interpreting, or replacing thestatute or regulation referred to.

**1.5**          **Schedules and Exhibits**.  All of the schedules and exhibits attached tothis Agreement or the Disclosure Letter shall be deemed incorporated herein byreference.  For purposes of any Sectionof this Agreement which references any Schedule to the Disclosure Letter, suchSchedule is deemed incorporated in such Section by such reference.

**2.             LOAN AND TERMS OF PAYMENT.**

**2.1**          **Revolver Advances**.

(a)           Subject to the termsand conditions of this Agreement, and during the term of this Agreement, eachLender with a Commitment agrees (severally, not jointly or jointly andseverally) to make advances (“Advances”) to Borrowers in an amount atany one time outstanding not to exceed such Lender’s Pro Rata Share of anamount equal to *the lesser of*(i) theMaximum Revolver Amount *less*theLetter of Credit Usage at such time, and (ii) the Loan Limit at such time *less*the Letter of Credit Usage at suchtime.

(b)           Anything to thecontrary in this Section 2.1 notwithstanding, Agent shall have theright to establish reserves against the Availability in such amounts, and withrespect to such matters, as Agent in its Permitted Discretion shall deemnecessary or appropriate, including reserves with respect to (i) sums thatany Credit Party is required to pay under any Section of this Agreement or anyother Loan Document (such as taxes, assessments, insurance premiums, or, in thecase of leased assets, rents or other amounts payable under such leases) andhas failed to pay, and (ii) amounts owing by any Credit Party or itsSubsidiaries to any Person to the extent secured by a Lien on, or trust over,any of the Collateral (other than a Permitted Lien), which Lien or trust, inthe Permitted Discretion of Agent likely would have a priority superior to theAgent’s Liens (such as Liens or trusts in favor of landlords, warehousemen,carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trustsfor *ad valorem*, excise, sales, orother taxes where given priority under applicable law) in and to such item ofthe Collateral.  Agent shall usereasonable efforts to notify Administrative Borrower at or before the time anysuch reserves are to be established, provided, however, the lack of any suchnotice shall not affect the validity or effectiveness of any reserveestablished by Agent.

(c)           Amounts borrowedpursuant to this Section 2.1 may be repaid and, subject to theterms and conditions of this Agreement, reborrowed at any time during the termof this Agreement.  The outstandingprincipal amount of the Advances, together with interest accrued thereon, shallbe due and payable on the Maturity Date, or if earlier, on the date on whichthey are declared due and payable pursuant to the terms of this Agreement.

(d)           Borrowers may, nomore than once during the term of this Agreement, request an increase to theCommitment and Maximum Revolver Amount each by an amount up to $25,000,000 solong as: (i) immediately prior to and after giving effect to such increase noDefault or Event of Default has occurred and is continuing; (ii) such requestis made on or before the date that is 18 months after the Closing Date; (iii)Borrowers have paid all fees in connection with such increase required underthe Loan Documents, (iv) such elected increase amount is no less than$5,000,000 and a multiple of $5,000,000 and (v) a Successful Syndication shallhave occurred with respect to the aggregate amount of such increase to theCommitment.  Any election made pursuantto this Section 2.1(d) must be submitted in writing to Agent byAdministrative Borrower and contain a representation as to the absence of allDefaults and Events of Default.  Theincrease to the Commitment and Maximum Revolver Amount described in this Section2.1(d) (the “Line Increase”) shall become effective upon writtennotice to Administrative Borrower by Agent confirming the satisfaction of theconditions set forth in this Section 2.1(d).

**2.2**          **[Reserved]**

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**2.3**          **Borrowing Procedures and Settlements**.

(a)           **Procedure for Borrowing.**  Each Borrowing shall be made by anirrevocable written request by an Authorized Person delivered to Agent.  Unless Swing Lender is not obligated to makea Swing Loan pursuant to Section 2.3(b) below, such notice must bereceived by Agent no later than 10:00 a.m. (California time) on theBusiness Day that is the requested Funding Date specifying (i) the amountof such Borrowing, and (ii) the requested Funding Date, which shall be aBusiness Day; provided, however, that if Swing Lender is notobligated to make a Swing Loan as to a requested Borrowing, such notice must bereceived by Agent no later than 10:00 a.m. (California time) on theBusiness Day prior to the date that is the requested Funding Date.  At Agent’s election, in lieu of deliveringthe above-described written request, any Authorized Person may give Agenttelephonic notice of such request by the required time.  In such circumstances, Borrowers agree thatany such telephonic notice will be confirmed in writing within 24 hours of thegiving of such telephonic notice, but the failure to provide such writtenconfirmation shall not affect the validity of the request.

(b)           **Making of Swing Loans.**  In the case of a request for an Advance andso long as either (i) the aggregate amount of Swing Loans made since thelast Settlement Date plus the amount of the requested Advance does not exceed$7,500,000,****or (ii) SwingLender, in its sole discretion, shall agree to make a Swing Loannotwithstanding the foregoing limitation, Swing Lender shall make an Advance inthe amount of such Borrowing (any such Advance made solely by Swing Lenderpursuant to this Section 2.3(b) being referred to as a “SwingLoan” and such Advances being referred to collectively as “Swing Loans”)available to Administrative Borrower on the Funding Date applicable thereto bytransferring immediately available funds to the Designated Account.  Each Swing Loan shall be deemed to be anAdvance hereunder and shall be subject to all the terms and conditions applicableto other Advances, except that all payments on any Swing Loan shall be payableto Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), SwingLender shall not make and shall not be obligated to make any Swing Loan ifSwing Lender has actual knowledge that (i) one or more of the applicableconditions precedent set forth in Section 3 will not be satisfiedon the requested Funding Date for the applicable Borrowing, or (ii) therequested Borrowing would exceed the Availability on such Funding Date.  Swing Lender shall not otherwise be requiredto determine whether the applicable conditions precedent set forth in Section 3have been satisfied on the Funding Date applicable thereto prior to making anySwing Loan.  The Swing Loans shall besecured by the Agent’s Liens, constitute Obligations hereunder, and bearinterest at the rate applicable from time to time to Advances that are BaseRate Loans.

(c)           **Making of Loans**.

(i)            In the event that Swing Lender isnot obligated to make a Swing Loan, then promptly after receipt of a requestfor a Borrowing pursuant to Section 2.3(a), Agent shall notify theLenders, not later than 1:00 p.m. (California time) on the Business Dayimmediately preceding the Funding Date applicable thereto, by telecopy,telephone, or other similar form of transmission, of the requestedBorrowing.  Each Lender shall make theamount of such Lender’s Pro Rata Share of the requested Borrowing available toAgent in immediately available funds, to Agent’s Account, not later than10:00 a.m. (California time) on the Funding Date applicable thereto.  After Agent’s receipt of the proceeds of suchAdvances, Agent shall make the proceeds thereof available to AdministrativeBorrower on the applicable Funding Date by transferring immediately availablefunds equal to such proceeds received by Agent to Administrative Borrower’sDesignated Account; provided, however, that, subject to theprovisions of Section 2.3(d)(ii), Agent shall not request anyLender to make, and no Lender shall have the obligation to make, any Advance ifAgent shall have actual knowledge that (1) one or more of the applicableconditions precedent set forth in Section 3 will not be satisfiedon the requested Funding Date for the applicable Borrowing unless suchcondition has been waived, or (2) the requested Borrowing would exceed theAvailability on such Funding Date.

(ii)           Unless Agent receives notice from aLender prior to 9:00 a.m. (California time) on the date of a Borrowing,that such Lender will not make available as and when required hereunder to

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Agent for the account ofBorrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agentmay assume that each Lender has made or will make such amount available toAgent in immediately available funds on the Funding Date and Agent may (butshall not be so required), in reliance upon such assumption, make available toAdministrative Borrower on such date a corresponding amount.  If and to the extent any Lender shall nothave made its full amount available to Agent in immediately available funds andAgent in such circumstances has made available to Administrative Borrower suchamount, that Lender shall on the Business Day following such Funding Date makesuch amount available to Agent, together with interest at the Defaulting LenderRate for each day during such period.  Anotice submitted by Agent to any Lender with respect to amounts owing underthis subsection shall be conclusive, absent manifest error.  If such amount is so made available, suchpayment to Agent shall constitute such Lender’s Advance on the date ofBorrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Dayfollowing the Funding Date, Agent will notify Administrative Borrower of such failureto fund and, upon demand by Agent, Borrowers shall pay such amount to Agent forAgent’s account, together with interest thereon for each day elapsed since thedate of such Borrowing, at a rate per annum equal to the interest rateapplicable at the time to the Advances composing such Borrowing.  The failure of any Lender to make any Advanceon any Funding Date shall not relieve any other Lender of any obligationhereunder to make an Advance on such Funding Date, but no Lender shall be responsiblefor the failure of any other Lender to make the Advance to be made by suchother Lender on any Funding Date.

(iii)          Agent shall not be obligated totransfer to a Defaulting Lender any payments made by Borrowers to Agent for theDefaulting Lender’s benefit, and, in the absence of such transfer to theDefaulting Lender, Agent shall transfer any such payments to each othernon-Defaulting Lender member of the Lender Group ratably in accordance withtheir Commitments (but only to the extent that such Defaulting Lender’s Advancewas funded by the other members of the Lender Group) or, if so directed byAdministrative Borrower and if no Default or Event of Default had occurred andis continuing (and to the extent such Defaulting Lender’s Advance was notfunded by the Lender Group), retain same to be re-advanced to Borrowers as ifsuch Defaulting Lender had made Advances to Borrowers.  Subject to the foregoing, Agent may hold and,in its Permitted Discretion, re-lend to Borrowers for the account of suchDefaulting Lender the amount of all such payments received and retained byAgent for the account of such Defaulting Lender.  Solely for the purposes of voting orconsenting to matters with respect to the Loan Documents, such DefaultingLender shall be deemed not to be a “Lender” and such Lender’s Commitment shallbe deemed to be zero.  This Section shallremain effective with respect to such Lender until (x) the Obligationsunder this Agreement shall have been declared or shall have become immediatelydue and payable, (y) the non-Defaulting Lenders, Agent, and AdministrativeBorrower shall have waived such Defaulting Lender’s default in writing, or(z) the Defaulting Lender makes its Pro Rata Share of the applicableAdvance and pays to Agent all amounts owing by Defaulting Lender in respectthereof.  The operation of this Sectionshall not be construed to increase or otherwise affect the Commitment of anyLender, to relieve or excuse the performance by such Defaulting Lender or anyother Lender of its duties and obligations hereunder, or to relieve or excusethe performance by Borrowers of their duties and obligations hereunder to Agentor to the Lenders other than such Defaulting Lender.  Any such failure to fund by any DefaultingLender shall constitute a material breach by such Defaulting Lender of thisAgreement and shall entitle Administrative Borrower at its option, upon writtennotice to Agent, to arrange for a substitute Lender to assume the Commitment ofsuch Defaulting Lender, such substitute Lender to be acceptable to Agent.  In connection with the arrangement of such asubstitute Lender, the Defaulting Lender shall have no right to refuse to bereplaced hereunder, and agrees to execute and deliver a completed form ofAssignment and Acceptance in favor of the substitute Lender (and agrees that itshall be deemed to have executed and delivered such document if it fails to doso) subject only to being repaid its share of the outstanding Obligations(other than Bank Product Obligations, but including an assumption of its ProRata Share of the Risk Participation Liability) without any premium or penaltyof any kind whatsoever; provided however, that any such assumption of theCommitment of such Defaulting Lender shall not be deemed to constitute a waiverof any of the Lender Groups’ or Borrowers’ rights or remedies against any suchDefaulting Lender arising out of or in relation to such failure to fund.

(d)           **Protective Advances and Optional Overadvances**.

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(i)            Agent hereby is authorized byBorrowers and the Lenders, from time to time in Agent’s sole discretion,(A) after the occurrence and during the continuance of a Default or anEvent of Default, or (B) at any time that any of the other applicableconditions precedent set forth in Section 3 are not satisfied, tomake Advances to Borrowers on behalf of the Lenders that Agent, in itsPermitted Discretion deems necessary or desirable (1) to preserve orprotect the Collateral, or any portion thereof, (2) to enhance thelikelihood of repayment of the Obligations (other than the Bank ProductObligations), or (3) to pay any other amount chargeable to Borrowerspursuant to the terms of this Agreement, including Lender Group Expenses andthe costs, fees, and expenses described in Section 9 (any of theAdvances described in this Section 2.3(d)(i) shall be referred toas “Protective Advances”).

(ii)           Any contrary provision of thisAgreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender,as applicable, and either Agent or Swing Lender, as applicable, may, but is notobligated to, knowingly and intentionally, continue to make Advances (includingSwing Loans) to Borrowers notwithstanding that an Overadvance exists or therebywould be created, so long as (A) after giving effect to such Advances, theoutstanding Revolver Usage does not exceed the Loan Limit by more than$5,000,000, and (B) after giving effect to such Advances, the outstandingRevolver Usage (except for and excluding amounts charged to the Loan Accountfor interest, fees, or Lender Group Expenses) does not exceed the MaximumRevolver Amount.  In the event Agentobtains actual knowledge that the Revolver Usage exceeds the amounts permittedby the immediately foregoing provisions, regardless of the amount of, or reasonfor, such excess, Agent shall notify the Lenders as soon as practicable (andprior to making any (or any additional) intentional Overadvances (except forand excluding amounts charged to the Loan Account for interest, fees, or LenderGroup Expenses) unless Agent determines that prior notice would result inimminent harm to the Collateral or its value), and the Lenders with Commitmentsthereupon shall, together with Agent, jointly determine the terms ofarrangements that shall be implemented with Borrowers intended to reduce,within a reasonable time, the outstanding principal amount of the Advances toBorrowers to an amount permitted by the preceding paragraph.  In such circumstances, if any Lender with aCommitment objects to the proposed terms of reduction or repayment of anyOveradvance, the terms of reduction or repayment thereof shall be implementedaccording to the determination of the Required Lenders.  Each Lender with a Commitment shall beobligated to settle with Agent as provided in Section 2.3(e) forthe amount of such Lender’s Pro Rata Share of any unintentional Overadvances byAgent reported to such Lender, any intentional Overadvances made as permittedunder this Section 2.3(d)(ii), and any Overadvances resulting fromthe charging to the Loan Account of interest, fees, or Lender Group Expenses.

(iii)          Each Protective Advance and eachOveradvance shall be deemed to be an Advance hereunder, except that noProtective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan andall payments on the Protective Advances shall be payable to Agent solely forits own account.  The Protective Advancesand Overadvances shall be repayable on demand, secured by the Agent’s Liens,constitute Obligations hereunder, and bear interest at the rate applicable fromtime to time to Advances that are Base Rate Loans.  The provisions of this Section 2.3(d)are for the exclusive benefit of Agent, Swing Lender, and the Lenders and arenot intended to benefit any Borrower in any way.

(e)           **Settlement.** It is agreed that each Lender’s funded portion of the Advances isintended by the Lenders to equal, at all times, such Lender’s Pro Rata Share ofthe outstanding Advances.  Such agreementnotwithstanding, Agent, Swing Lender, and the other Lenders agree (whichagreement shall not be for the benefit of any Borrower) that in order tofacilitate the administration of this Agreement and the other Loan Documents,settlement among the Lenders as to the Advances, the Swing Loans, and theProtective Advances shall take place on a periodic basis in accordance with thefollowing provisions:

(i)            Agent shall request settlement (“Settlement”)with the Lenders on a weekly basis, or on a more frequent basis if sodetermined by Agent, (1) on behalf of Swing Lender, with respect to theoutstanding Swing Loans, (2) for itself, with respect to the outstandingProtective Advances, and (3) with respect to Borrowers’ or theirSubsidiaries’ Collections received, as to each by notifying the Lenders bytelecopy, telephone, or other similar form of transmission, of such requestedSettlement, no later than

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2:00 p.m. (Californiatime) on the Business Day immediately prior to the date of such requestedSettlement (the date of such requested Settlement being the “Settlement Date”).  Such notice of a Settlement Date shallinclude a summary statement of the amount of outstanding Advances, Swing  Loans, and Protective Advances for the periodsince the prior Settlement Date.  Subjectto the terms and conditions contained herein (including Section 2.3(c)(iii)):  (y) if a Lender’s balance of theAdvances (including Swing Loans and Protective Advances) exceeds such Lender’sPro Rata Share of the Advances (including Swing Loans and Protective Advances)as of a Settlement Date, then Agent shall, by no later than 12:00 p.m.(California time) on the Settlement Date, transfer in immediately availablefunds to a Deposit Account of such Lender (as such Lender may designate), anamount such that each such Lender shall, upon receipt of such amount, have asof the Settlement Date, its Pro Rata Share of the Advances (including SwingLoans and Protective Advances), and (z) if a Lender’s balance of theAdvances (including Swing Loans and Protective Advances) is less than suchLender’s Pro Rata Share of the Advances (including Swing Loans and ProtectiveAdvances) as of a Settlement Date, such Lender shall no later than12:00 p.m. (California time) on the Settlement Date transfer inimmediately available funds to the Agent’s Account, an amount such that eachsuch Lender shall, upon transfer of such amount, have as of the SettlementDate, its Pro Rata Share of the Advances (including Swing Loans and ProtectiveAdvances).  Such amounts made availableto Agent under clause (z) of the immediately preceding sentence shall beapplied against the amounts of the applicable Swing Loans or ProtectiveAdvances and, together with the portion of such Swing Loans or ProtectiveAdvances representing Swing Lender’s Pro Rata Share thereof, shall constituteAdvances of such Lenders.  If any suchamount is not made available to Agent by any Lender on the Settlement Date applicablethereto to the extent required by the terms hereof, Agent shall be entitled torecover for its account such amount on demand from such Lender together withinterest thereon at the Defaulting Lender Rate.

(ii)           In determining whether a Lender’sbalance of the Advances, Swing Loans, and Protective Advances is less than,equal to, or greater than such Lender’s Pro Rata Share of the Advances, SwingLoans, and Protective Advances as of a Settlement Date, Agent shall, as part ofthe relevant Settlement, apply to such balance the portion of payments actuallyreceived in good funds by Agent with respect to principal, interest, feespayable by Borrowers and allocable to the Lenders hereunder, and proceeds ofCollateral.  To the extent that a netamount is owed to any such Lender after such application, such net amount shallbe distributed by Agent to that Lender as part of such next Settlement.

(iii)          Between Settlement Dates, Agent, tothe extent no Protective Advances or Swing Loans are outstanding, may pay overto Swing Lender any payments received by Agent, that in accordance with theterms of this Agreement would be applied to the reduction of the Advances, forapplication to Swing Lender’s Pro Rata Share of the Advances.  If, as of any Settlement Date, Collections ofBorrowers or their Subsidiaries received since the then immediately precedingSettlement Date have been applied to Swing Lender’s Pro Rata Share of theAdvances other than to Swing Loans, as provided for in the previous sentence,Swing Lender shall pay to Agent for the accounts of the Lenders, and Agentshall pay to the Lenders, to be applied to the outstanding Advances of suchLenders, an amount such that each Lender shall, upon receipt of such amount,have, as of such Settlement Date, its Pro Rata Share of the Advances.  During the period between Settlement Dates,Swing Lender with respect to Swing Loans, Agent with respect to ProtectiveAdvances, and each Lender (subject to the effect of agreements between Agentand individual Lenders) with respect to the Advances other than Swing Loans andProtective Advances, shall be entitled to interest at the applicable rate orrates payable under this Agreement on the daily amount of funds employed bySwing Lender, Agent, or the Lenders, as applicable.

(f)            **Notation.** Agent shall record on its books the principal amount of the Advancesowing to each Lender, including the Swing Loans owing to Swing Lender, andProtective Advances owing to Agent, and the interests therein of each Lender,from time to time and such records shall, absent manifest error, conclusivelybe presumed to be correct and accurate.

(g)           **Lenders’ Failure to Perform.**  All Advances (other than Swing Loans andProtective Advances) shall be made by the Lenders contemporaneously and inaccordance with their Pro Rata

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Shares.  It is understood that (i) no Lendershall be responsible for any failure by any other Lender to perform itsobligation to make any Advance (or other extension of credit) hereunder, norshall any Commitment of any Lender be increased or decreased as a result of anyfailure by any other Lender to perform its obligations hereunder, and(ii) no failure by any Lender to perform its obligations hereunder shallexcuse any other Lender from its obligations hereunder.

**2.4**          **Payments**.

(a)           **Payments by Borrowers**.

(i)            Except as otherwise expresslyprovided herein, all payments by Borrowers shall be made to Agent’s Account forthe account of the Lender Group and shall be made in immediately availablefunds, no later than 11:00 a.m. (California time) on the date specifiedherein.  Any payment received by Agentlater than 11:00 a.m. (California time), shall be deemed to have beenreceived on the following Business Day and any applicable interest or fee shallcontinue to accrue until such following Business Day.

(ii)           Unless Agent receives notice fromAdministrative Borrower prior to the date on which any payment is due to theLenders that Borrowers will not make such payment in full as and when required,Agent may assume that Borrowers have made (or will make) such payment in fullto Agent on such date in immediately available funds and Agent may (but shallnot be so required), in reliance upon such assumption, distribute to eachLender on such due date an amount equal to the amount then due such Lender.  If and to the extent Borrowers do not makesuch payment in full to Agent on the date when due, each Lender severally shallrepay to Agent on demand such amount distributed to such Lender, together withinterest thereon at the Defaulting Lender Rate for each day from the date suchamount is distributed to such Lender until the date repaid.

(b)           **Apportionment and Application**.

(i)            So long as no Event of Default hasoccurred and is continuing and except as otherwise provided with respect toDefaulting Lenders, all principal and interest payments shall be apportionedratably among the Lenders (according to the unpaid principal balance of theObligations to which such payments relate held by each Lender) and all paymentsof fees and expenses (other than fees or expenses that are for Agent’s separateaccount) shall be apportioned ratably among the Lenders having a Pro Rata Shareof the type of Commitment or Obligation to which a particular fee or expenserelates.  All payments to be madehereunder by Borrowers shall be remitted to Agent and all (subject to Section2.4(b)(iv) hereof) such payments, and all proceeds of Collateral receivedby Agent, shall be applied, so long as no Event of Default has occurred and iscontinuing, to reduce the balance of the Advances outstanding and, thereafter,to Borrowers (to be wired to the Designated Account) or such other Personentitled thereto under applicable law.

(ii)           At any time that an Event of Defaulthas occurred and is continuing and except as otherwise provided with respect toDefaulting Lenders, all payments remitted to Agent and all proceeds ofCollateral received by Agent shall be applied as follows:

(A)          first, to pay any Lender GroupExpenses (including cost or expense reimbursements) and indemnities then due toAgent under the Loan Documents, until paid in full,

(B)           second, to pay any fees orpremiums then due to Agent under the Loan Documents until paid in full,

(C)           third, to pay interest due inrespect of all Protective Advances until paid in full,

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(D)          fourth, to pay the principal ofall Protective Advances until paid in full,

(E)           fifth, ratably to pay anyLender Group Expenses (including cost or expense reimbursements) andindemnities then due to any of the Lenders under the Loan Documents until paidin full,

(F)           sixth, ratably to pay any feesor premiums then due to any of the Lenders under the Loan Documents until paidin full,

(G)           seventh, ratably to payinterest due in respect of the Advances (other than Protective Advances), andthe Swing Loans until paid in full,

(H)          eighth, ratably (i) to pay theprincipal of all Swing Loans until paid in full, (ii) to pay the principal ofall Advances until paid in full, (iii) to Agent, to be held by Agent, for theratable benefit of Issuing Lender and those Lenders having a Commitment, ascash collateral in an amount up to 105% of the Letter of Credit Usage, and (iv)to Agent, to be held by Agent, for the benefit of the Bank Product Providers,as cash collateral in an amount up to the amount of the Bank Product Reserveestablished prior to the occurrence of, and not in contemplation of, thesubject Event of Default,

(I)            ninth, to pay any otherObligations (including the provision of amounts to Agent, to be held by Agent,for the benefit of the Bank Product Providers, as cash collateral in an amountup to the amount determined by Agent in its Permitted Discretion as the amountnecessary to secure the Bank Product Obligations), and

(J)            tenth, to Borrowers (to bewired to the Designated Account) or such other Person entitled thereto underapplicable law.

(iii)          Agent promptly shall distribute toeach Lender, pursuant to the applicable wire instructions received from eachLender in writing, such funds as it may be entitled to receive, subject to aSettlement delay as provided in Section 2.3(e).

(iv)          In each instance, so long as no Eventof Default has occurred and is continuing, Section 2.4(b) shall notapply to any payment made by Borrowers to Agent and specified by Borrowers tobe for the payment of specific Obligations then due and payable (or prepayable)under any provision of this Agreement.

(v)           For purposes of Section 2.4(b)(ii),“paid in full” means payment of all amounts owing under the Loan Documentsaccording to the terms thereof, including loan fees, service fees, professionalfees, interest (and specifically including interest accrued after thecommencement of any Insolvency Proceeding), default interest, interest oninterest, and expense reimbursements, whether or not any of the foregoing wouldbe or is allowed or disallowed in whole or in part in any InsolvencyProceeding.

(vi)          In the event of a direct conflictbetween the priority provisions of this Section 2.4 and any otherprovision contained in any other Loan Document, it is the intention of theparties hereto that such provisions shall be read together and construed, tothe fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilableconflict that cannot be resolved as aforesaid, the terms and provisions of thisSection 2.4 shall control and govern.

(c)           **Mandatory Prepayments. **If, at any time, (i) the sum of the Revolver Usage, the BankProduct Reserve and all other reserves established pursuant to Section2.1(b) on any date during such month exceeds (ii) the product of (A) 0.80 *times* (B) TTM Recurring Revenue calculatedas of the last month for which a Loan Limit Certificate has most recently beendelivered pursuant to Section 5.3 (the “Loan Limit”

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andsuch excess being referred to as the “Limiter Excess”), then Borrowersshall immediately prepay the Obligations in accordance with Section 2.4(d)in an aggregate amount equal to the Limiter Excess.

(d)           **Application of Mandatory Prepayments. **Each prepayment pursuant to Section 2.4(c)shall, (i) so long as no Event of Default shall have occurred and becontinuing, be applied, *first*, tothe outstanding principal amount of the Advances that are Base Rate Loans untilpaid in full, second, to the outstanding principal amount of the Advances thatare LIBOR Rate Loans until paid in full and *third*,to cash collateralize the Letters of Credit in an amount equal to 105% of thethen extant Letter of Credit Usage, and (ii) if an Event of Default shallhave occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii).

**2.5**          **Overadvances; Payment at Maturity**.  Except as permitted by Section 2.3(d),if, at any time or for any reason, the amount of Obligations owed by Borrowersto the Lender Group pursuant to Section 2.1 or Section 2.12is greater than any of the limitations set forth in Section 2.1 or Section 2.12,as applicable (an “Overadvance”), Borrowers immediately shall pay toAgent, in cash, the amount of such excess, which amount shall be used by Agentto reduce the Obligations in accordance with the priorities set forth in Section 2.4(b).  Borrowers promise to pay the Obligations(including principal, interest, fees, costs, and expenses) in Dollars in fullon the Maturity Date or, if earlier, on the date on which the Obligations aredeclared due and payable pursuant to the terms of this Agreement.

**2.6**          **Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations**.

(a)           **Interest Rates.**  Except as provided in Section 2.6(c)below, all Obligations (except for undrawn Letters of Credit and except forBank Product Obligations) that have been charged to the Loan Account pursuantto the terms hereof shall bear interest on the Daily Balance thereof asfollows:

(i)            if the relevant Obligation is aLIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBORRate Margin, and

(ii)           otherwise, at a per annum rate equalto the Base Rate.

(b)           **Letter of Credit Fee.**  Borrowers shall pay Agent (for the ratablebenefit of the Lenders with a Commitment, subject to any agreements betweenAgent and individual Lenders), a Letter of Credit fee (in addition to thecharges, commissions, fees, and costs set forth in Section 2.12(e))which shall accrue at a rate equal to 1.50% per annum times the Daily Balanceof the undrawn amount of all outstanding Letters of Credit.

(c)           **Default Rate.**  Upon the occurrence and during thecontinuation of an Event of Default (and at the election of Agent or theRequired Lenders),

(i)            all Obligations (except for undrawnLetters of Credit and except for Bank Product Obligations) that have beencharged to the Loan Account pursuant to the terms hereof shall bear interest onthe Daily Balance thereof at a per annum rate equal to 2 percentage pointsabove the per annum rate otherwise applicable hereunder, and

(ii)           the Letter of Credit fee provided forin Section 2.6(b) shall be increased to 2 percentage points above theper annum rate otherwise applicable hereunder.

(d)           **Payment.** Except as provided to the contrary in Section 2.11 or Section 2.13(a),interest, Letter of Credit fees, and all other fees payable hereunder shall bedue and payable, in arrears, on the first day of each month at any time thatObligations or Commitments are outstanding. Borrowers hereby authorize Agent to, from time to time, without priornotice to Borrowers, and Agent shall, charge all interest and fees (when dueand payable), all Lender Group Expenses (as and when incurred), all charges,

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commissions,fees, and costs provided for in Section 2.12(e) (as and whenaccrued or incurred), all fees and costs provided for in Section 2.11(as and when accrued or incurred), and all other payments as and when due andpayable under any Loan Document (including any amounts due and payable to theBank Product Providers in respect of Bank Products up to the amount of the BankProduct Reserve) to Borrowers’ Loan Account, which amounts thereafter shallconstitute Advances hereunder and shall accrue interest at the rate thenapplicable to Advances that are Base Rate Loans.  Any interest not paid when due shall becompounded by being charged to the Loan Account and shall thereafter constituteAdvances hereunder and shall accrue interest at the rate then applicable toAdvances that are Base Rate Loans.

(e)           **Computation.**  All interest and fees chargeable under theLoan Documents shall be computed on the basis of a 360 day year for the actualnumber of days elapsed.  In the event theBase Rate is changed from time to time hereafter, the rates of interesthereunder based upon the Base Rate automatically and immediately shall beincreased or decreased by an amount equal to such change in the Base Rate.

(f)            **Intent to Limit Charges to Maximum Lawful Rate.**  In no event shall the interest rate or ratespayable under this Agreement, plus any other amounts paid in connectionherewith, exceed the highest rate permissible under any law that a court ofcompetent jurisdiction shall, in a final determination, deem applicable.  Borrowers and the Lender Group, in executingand delivering this Agreement, intend legally to agree upon the rate or ratesof interest and manner of payment stated within it; provided, however,that, anything contained herein to the contrary notwithstanding, if said rateor rates of interest or manner of payment exceeds the maximum allowable underapplicable law, then, ipso facto, as of the date of this Agreement, Borrowersare and shall be liable only for the payment of such maximum as allowed by law,and payment received from Borrowers in excess of such legal maximum, wheneverreceived, shall be applied to reduce the principal balance of the Obligationsto the extent of such excess.

**2.7**          **Cash Management**.

(a)           Borrowers shall andshall cause each of their U.S. Subsidiaries to (i) establish and maintaincash management services of a type and on terms satisfactory to Agent at one ormore of the banks set forth on Schedule 2.7(a) to the DisclosureLetter (each a “Cash Management Bank”), and shall request in writing andotherwise take such reasonable steps to ensure that all of their and their U.S.Subsidiaries’ Account Debtors forward payment of the amounts owed by themdirectly to such Cash Management Bank, and (ii) deposit or cause to bedeposited promptly, and in any event no later than the first Business Day afterthe date of receipt thereof, all of their Collections (including those sentdirectly by their Account Debtors to Borrowers or their Subsidiaries) into abank account listed on Schedule 2.7(a) (a “Cash ManagementAccount”) at one of the Cash Management Banks.

(b)           Each Cash ManagementBank shall establish and maintain Cash Management Agreements with Agent andBorrowers, in form and substance reasonably acceptable to Agent.  Each such Cash Management Agreement shallprovide, among other things, that (i) the Cash Management Bank will complywith any instructions originated by Agent directing the disposition of thefunds in such Cash Management Account without further consent by Borrowers ortheir Subsidiaries, as applicable, (ii) the Cash Management Bank has norights of setoff or recoupment or any other claim against the applicable CashManagement Account, other than for payment of its service fees and othercharges directly related to the administration of such Cash Management Accountand for returned checks or other items of payment, and (iii) upon theinstruction of the Agent (a “Cash Sweep Instruction”), it will forwardby daily sweep all amounts in the applicable Cash Management Account to theAgent’s Account.  Agent agrees not toissue a Cash Sweep Instruction with respect to the Cash Management Accountsunless (m) an Event of Default has occurred and is continuing at the time suchCash Sweep Instruction is issued or (n) as of the most recent date of deliveryof the reports and certificate required under Section 5.2(a), ExcessAvailability plus Qualified Cash is less than $25,000,000 (either such eventreferred to herein as a “Triggering Event”).  Agent agrees to rescind a Cash SweepInstruction (the “Rescission”) if: (x) the Event of Default, if any,giving rise to the Triggering Event upon which such Cash Sweep Instruction was issuedhas been waived in writing in accordance with the terms

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ofthis Agreement, (y) no additional Default or Event of Default has occurred andis continuing prior to the date of the Rescission (the “Rescission Date”)or is reasonably expected to occur on or immediately after the Rescission Dateand (z) during each of the 30 days immediately prior to and on the RescissionDate, Excess Availability plus Qualified Cash was and will be $25,000,000 ormore.

(c)           So long as noDefault or Event of Default has occurred and is continuing, AdministrativeBorrower may amend Schedule 2.7(a) to the Disclosure Letter to addor replace a Cash Management Bank or Cash Management Account; provided, however,that (i) such prospective Cash Management Bank shall be reasonably satisfactoryto Agent, and (ii) prior to the time of the opening of such CashManagement Account, a Borrower (or its Subsidiary, as applicable), and suchprospective Cash Management Bank shall have executed and delivered to Agent aCash Management Agreement.  Borrowers (ortheir Subsidiaries, as applicable) shall close any of their Cash ManagementAccounts (and establish replacement cash management accounts in accordance withthe foregoing sentence) promptly and in any event within 30 days of notice fromAgent that the creditworthiness of any Cash Management Bank is no longeracceptable in Agent’s reasonable judgment, or as promptly as practicable and inany event within 60 days of written notice from Agent that the operatingperformance, funds transfer, or availability procedures or performance of theCash Management Bank with respect to Cash Management Accounts or Agent’sliability under any Cash Management Agreement with such Cash Management Bank isno longer acceptable in Agent’s reasonable judgment.

(d)           Each Cash ManagementAccount shall be a cash collateral account subject to a Control Agreement.

**2.8**          **Crediting Payments; Clearance Charge**.  The receipt of any payment item by Agent(whether from transfers to Agent by the Cash Management Banks pursuant to theCash Management Agreements or otherwise) shall not be considered a payment onaccount unless such payment item is a wire transfer of immediately availablefederal funds made to the Agent’s Account or unless and until such payment itemis honored when presented for payment. Should any payment item not be honored when presented for payment, thenBorrowers shall be deemed not to have made such payment and interest shall becalculated accordingly.  Anything to thecontrary contained herein notwithstanding, any payment item shall be deemedreceived by Agent only if it is received into the Agent’s Account on a BusinessDay on or before 11:00 a.m. (California time).  If any payment item is received into theAgent’s Account on a non-Business Day or after 11:00 a.m. (Californiatime) on a Business Day, it shall be deemed to have been received by Agent asof the opening of business on the immediately following Business Day.

**2.9**          **Designated Account**.  Agent is authorized to make the Advances, andIssuing Lender is authorized to issue the Letters of Credit, under thisAgreement based upon telephonic or other instructions received from anyonepurporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d).  Administrative Borrower agrees to establishand maintain the Designated Account with the Designated Account Bank for thepurpose of receiving the proceeds of the Advances requested by Borrowers andmade by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Administrative Borrower, anyAdvance, Protective Advance, or Swing Loan requested by Borrowers and made byAgent or the Lenders hereunder shall be made to the Designated Account.

**2.10**        **Maintenance of Loan Account; Statements of Obligations**.  Agent shall maintain an account on its booksin the name of Borrowers (the “Loan Account”) on which Borrowers will becharged with all Advances (including Protective Advances and Swing Loans) madeby Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account,the Letters of Credit issued by Issuing Lender for Borrowers’ account, and withall other payment Obligations hereunder or under the other Loan Documents(except for Bank Product Obligations), including, accrued interest, fees andexpenses, and Lender Group Expenses.  Inaccordance with Section 2.8, the Loan Account will be credited withall payments received by Agent from Borrowers or for Borrowers’ account,including all amounts received in the Agent’s Account from any Cash ManagementBank.  Agent shall render statementsregarding the Loan Account to Administrative Borrower,

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includingprincipal, interest, fees, and including an itemization of all charges andexpenses constituting Lender Group Expenses owing, and such statements, absentmanifest error, shall be conclusively presumed to be correct and accurate andconstitute an account stated between Borrowers and the Lender Group unless,within 30 days after receipt thereof by Administrative Borrower, AdministrativeBorrower shall deliver to Agent written objection thereto describing the erroror errors contained in any such statements.

**2.11**        **Fees**. Borrowers shall pay to Agent, as and when due and payable under theterms of the Fee Letter, the fees set forth in the Fee Letter.

**2.12**        **Letters of Credit**.

(a)           Subject to the termsand conditions of this Agreement, the Issuing Lender agrees to issue letters ofcredit for the account of Borrowers (each, an “L/C”) or to purchaseparticipations or execute indemnities or reimbursement obligations (each suchundertaking, an “L/C Undertaking”) with respect to letters of creditissued by an Underlying Issuer (as of the Closing Date, the prospectiveUnderlying Issuer is to be Wells Fargo) for the account of Borrowers.  Each request for the issuance of a Letter ofCredit, or the amendment, renewal, or extension of any outstanding Letter ofCredit, shall be made in writing by an Authorized Person and delivered to theIssuing Lender and Agent via hand delivery, telefacsimile, or other electronicmethod of transmission reasonably in advance of the requested date of issuance,amendment, renewal, or extension.  Eachsuch request shall be in form and substance satisfactory to the Issuing Lenderin its Permitted Discretion and shall specify (i) the amount of suchLetter of Credit, (ii) the date of issuance, amendment, renewal, orextension of such Letter of Credit, (iii) the expiration date of suchLetter of Credit, (iv) the name and address of the beneficiary thereof (orthe beneficiary of the Underlying Letter of Credit, as applicable), and (v) suchother information (including, in the case of an amendment, renewal, orextension, identification of the outstanding Letter of Credit to be so amended,renewed, or extended) as shall be necessary to prepare, amend, renew, or extendsuch Letter of Credit.  If requested bythe Issuing Lender, Borrowers also shall be an applicant under the applicationwith respect to any Underlying Letter of Credit that is to be the subject of anL/C Undertaking.  The Issuing Lendershall have no obligation to issue a Letter of Credit if any of the followingwould result after giving effect to the issuance of such requested Letter ofCredit:

(i)            the Letter of Credit Usage wouldexceed the Loan Limit *less*theoutstanding amount of Advances, or

(ii)           the Letter of Credit Usage wouldexceed $10,000,000, or

(iii)          the Letter of Credit Usage wouldexceed the Maximum Revolver Amount *less*theoutstanding amount of Advances *less*the Bank Product Reserve, and *less*the aggregate amount of reserves, if any, established by Agent under Section2.1(b).

Borrowers and the Lender Group acknowledge and agree that certainUnderlying Letters of Credit may be issued to support letters of credit thatalready are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit)shall be in form and substance acceptable to the Issuing Lender (in theexercise of its Permitted Discretion), including the requirement that theamounts payable thereunder must be payable in Dollars.  If Issuing Lender is obligated to advancefunds under a Letter of Credit, Borrowers immediately shall reimburse such L/CDisbursement to Issuing Lender by paying to Agent an amount equal to such L/CDisbursement not later than 11:00 a.m., California time, on the date thatsuch L/C Disbursement is made, if Administrative Borrower shall have receivedwritten or telephonic notice of such L/C Disbursement prior to 10:00 a.m.,California time, on such date, or, if such notice has not been received byAdministrative Borrower prior to such time on such date, then not later than11:00 a.m., California time, on the Business Day that AdministrativeBorrower receives such notice, if such notice is received prior to10:00 a.m., California time, on the date of receipt, and, in the absenceof such reimbursement, the L/C Disbursement immediately and automatically shallbe deemed to be an Advance hereunder and, initially, shall bear interest at therate then applicable to Advances that are Base Rate Loans.  To the extent an L/C

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Disbursement is deemed to be an Advance hereunder, Borrowers’obligation to reimburse such L/C Disbursement shall be discharged and replacedby the resulting Advance.  Promptlyfollowing receipt by Agent of any payment from Borrowers pursuant to thisparagraph, Agent shall distribute such payment to the Issuing Lender or, to theextent that Lenders have made payments pursuant to Section 2.12(c)to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender astheir interests may appear.

(b)           Promptly followingreceipt of a notice of L/C Disbursement pursuant to Section 2.12(a),each Lender with a Commitment agrees to fund its Pro Rata Share of any Advancedeemed made pursuant to the foregoing subsection on the same terms andconditions as if Borrowers had requested such Advance and Agent shall promptlypay to Issuing Lender the amounts so received by it from the Lenders.  By the issuance of a Letter of Credit (or anamendment to a Letter of Credit increasing the amount thereof) and without anyfurther action on the part of the Issuing Lender or the Lenders withCommitments, the Issuing Lender shall be deemed to have granted to each Lenderwith a Commitment, and each Lender with a Commitment shall be deemed to havepurchased, a participation in each Letter of Credit, in an amount equal to itsPro Rata Share of the Risk Participation Liability of such Letter of Credit,and each such Lender agrees to pay to Agent, for the account of the IssuingLender, such Lender’s Pro Rata Share of any payments made by the Issuing Lenderunder such Letter of Credit.  Inconsideration and in furtherance of the foregoing, each Lender with aCommitment hereby absolutely and unconditionally agrees to pay to Agent, forthe account of the Issuing Lender, such Lender’s Pro Rata Share of each L/CDisbursement made by the Issuing Lender and not reimbursed by Borrowers on thedate due as provided in Section 2.12(a), or of any reimbursementpayment required to be refunded to Borrowers for any reason.  Each Lender with a Commitment acknowledgesand agrees that its obligation to deliver to Agent, for the account of theIssuing Lender, an amount equal to its respective Pro Rata Share of each L/CDisbursement made by the Issuing Lender pursuant to this Section 2.12(b)shall be absolute and unconditional and such remittance shall be madenotwithstanding the occurrence or continuation of an Event of Default orDefault or the failure to satisfy any condition set forth in Section 3.  If any such Lender fails to make available toAgent the amount of such Lender’s Pro Rata Share of each L/C Disbursement madeby the Issuing Lender in respect of such Letter of Credit as provided in thisSection, such Lender shall be deemed to be a Defaulting Lender and Agent (forthe account of the Issuing Lender) shall be entitled to recover such amount ondemand from such Lender together with interest thereon at the Defaulting LenderRate until paid in full.

(c)           Each Borrower herebyagrees to indemnify, save, defend, and hold the Lender Group harmless from anyloss, cost, expense, or liability, and reasonable attorneys fees incurred bythe Lender Group arising out of or in connection with any Letter of Credit; provided,however, that no Borrower shall be obligated hereunder to indemnify forany loss, cost, expense, or liability to the extent that it is caused by thegross negligence or willful misconduct of the Issuing Lender or any othermember of the Lender Group.  EachBorrower agrees to be bound by the Underlying Issuer’s regulations andinterpretations of any Underlying Letter of Credit or by Issuing Lender’sinterpretations of any L/C issued by Issuing Lender to or for such Borrower’saccount, even though this interpretation may be different from such Borrower’sown, and each Borrower understands and agrees that the Lender Group shall notbe liable for any error, negligence, or mistake, whether of omission orcommission, in following Borrowers’ instructions or those contained in theLetter of Credit or any modifications, amendments, or supplements thereto.  Each Borrower understands that the L/CUndertakings may require Issuing Lender to indemnify the Underlying Issuer forcertain costs or liabilities arising out of claims by Borrowers against suchUnderlying Issuer.  Each Borrower herebyagrees to indemnify, save, defend, and hold the Lender Group harmless withrespect to any loss, cost, expense (including reasonable attorneys fees), orliability incurred by the Lender Group under any L/C Undertaking as a result ofthe Lender Group’s indemnification of any Underlying Issuer; provided, however,that no Borrower shall be obligated hereunder to indemnify for any loss, cost,expense, or liability to the extent that it is caused by the gross negligenceor willful misconduct of the Issuing Lender or any other member of the LenderGroup.  Each Borrower hereby acknowledgesand agrees that neither the Lender Group nor the Issuing Lender shall beresponsible for delays, errors, or omissions resulting from the malfunction ofequipment in connection with any Letter of Credit.

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(d)           Each Borrower herebyauthorizes and directs any Underlying Issuer to deliver to the Issuing Lenderall instruments, documents, and other writings and property received by suchUnderlying Issuer pursuant to such Underlying Letter of Credit and to acceptand rely upon the Issuing Lender’s instructions with respect to all mattersarising in connection with such Underlying Letter of Credit and the relatedapplication.

(e)           Any and all issuancecharges, commissions, fees, and costs incurred by the Issuing Lender relatingto Underlying Letters of Credit shall be Lender Group Expenses for purposes ofthis Agreement and immediately shall be reimbursable by Borrowers to Agent forthe account of the Issuing Lender; it being acknowledged and agreed by eachBorrower that, as of the Closing Date, the issuance charge imposed by theprospective Underlying Issuer is .825% per annum times the undrawn amount ofeach Underlying Letter of Credit, that such issuance charge may be changed fromtime to time, and that the Underlying Issuer also imposes a schedule of chargesfor amendments, extensions, drawings, and renewals.

(f)            If by reason of(i) any change after the Closing Date in any applicable law, treaty, rule,or regulation or any change in the interpretation or application thereof by anyGovernmental Authority (except changes of general applicability in income taxlaws), or (ii) compliance by the Underlying Issuer or the Lender Groupwith any direction, request, or requirement (irrespective of whether having theforce of law) of any Governmental Authority or monetary authority including,Regulation D of the Federal Reserve Board as from time to time in effect (andany successor thereto):

(A)          any reserve, deposit, or similarrequirement is or shall be imposed or modified in respect of any Letter ofCredit issued hereunder, or

(B)           there shall be imposed on theUnderlying Issuer or the Lender Group any other condition regarding anyUnderlying Letter of Credit or any Letter of Credit issued pursuant hereto;

andthe result of the foregoing is to increase, directly or indirectly, the cost tothe Lender Group of issuing, making, guaranteeing, or maintaining any Letter ofCredit or to reduce the amount receivable in respect thereof by the LenderGroup, then, and in any such case, Agent may, at any time within a reasonableperiod after the additional cost is incurred or the amount received is reduced,notify Administrative Borrower, and Borrowers shall pay on demand such amountsas Agent may specify to be necessary to compensate the Lender Group for suchadditional cost or reduced receipt, together with interest on such amount fromthe date of such demand until payment in full thereof at the rate thenapplicable to Base Rate Loans hereunder. The determination by Agent of any amount due pursuant to this Section,as set forth in a certificate setting forth the calculation thereof inreasonable detail, shall, in the absence of manifest or demonstrable error, befinal and conclusive and binding on all of the parties hereto.

**2.13**        **LIBOR Option**.

(a)           **Interest and Interest Payment Dates.**  In lieu of having interest charged at therate based upon the Base Rate, Borrowers shall have the option (the “LIBOROption”) to have interest on all or a portion of the Advances be charged(whether at the time when made (unless otherwise provided herein), uponconversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation ofa LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon theLIBOR Rate.  Interest on LIBOR Rate Loansshall be payable on the earliest of (i) the last day of the InterestPeriod applicable thereto; provided, however, that, subject tothe following clauses (ii) and (iii), in the case of any Interest Periodgreater than 3 months in duration, interest shall be payable at 3 monthintervals after the commencement of the applicable Interest Period and on thelast day of such Interest Period, (ii) the date on which all or anyportion of the Obligations are accelerated pursuant to the terms hereof, or(iii) the date on which this Agreement is terminated pursuant to the termshereof.  On the last day of eachapplicable Interest Period, unless Administrative Borrower properly hasexercised the LIBOR Option with respect thereto, the interest rate applicableto such LIBOR Rate Loan automatically shall convert to the rate of interestthen applicable to Base Rate Loans of the same type

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hereunder.  At any time that an Event of Default hasoccurred and is continuing, Borrowers no longer shall have the option torequest that Advances bear interest at a rate based upon the LIBOR Rate andAgent shall have the right to convert the interest rate on all outstandingLIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.

(b)           **LIBOR Election**.

(i)            Administrative Borrower may, at anytime and from time to time, so long as no Event of Default has occurred and iscontinuing, elect to exercise the LIBOR Option by notifying Agent prior to11:00 a.m. (California time) at least 3 Business Days prior to thecommencement of the proposed Interest Period (the “LIBOR Deadline”).  Notice of Administrative Borrower’s electionof the LIBOR Option for a permitted portion of the Advances and an InterestPeriod pursuant to this Section shall be made by delivery to Agent of a LIBORNotice received by Agent before the LIBOR Deadline, or by telephonic noticereceived by Agent before the LIBOR Deadline (to be confirmed by delivery toAgent of a LIBOR Notice received by Agent prior to 5:00 p.m. (Californiatime) on the same day).  Promptly uponits receipt of each such LIBOR Notice, Agent shall provide a copy thereof toeach of the affected Lenders.

(ii)           Each LIBOR Notice shall beirrevocable and binding on Borrowers.  Inconnection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, andhold Agent and the Lenders harmless against any loss, cost, or expense incurredby Agent or any Lender as a result of (A) the payment of any principal ofany LIBOR Rate Loan other than on the last day of an Interest Period applicablethereto (including as a result of an Event of Default), (B) the conversionof any LIBOR Rate Loan other than on the last day of the Interest Periodapplicable thereto, or (C) the failure to borrow, convert, continue orprepay any LIBOR Rate Loan on the date specified in any LIBOR Notice deliveredpursuant hereto (such losses, costs or expenses, “Funding Losses”).  Funding Losses shall, with respect to Agentor any Lender, be deemed to equal the amount determined by Agent or such Lenderto be the excess, if any, of (1) the amount of interest that would haveaccrued on the principal amount of such LIBOR Rate Loan had such event notoccurred, at the LIBOR Rate that would have been applicable thereto, for theperiod from the date of such event to the last day of the then current InterestPeriod therefor (or, in the case of a failure to borrow, convert or continue,for the period that would have been the Interest Period therefor), *minus*(2) the amount of interest thatwould accrue on such principal amount for such period at the interest ratewhich Agent or such Lender would be offered were it to be offered, at thecommencement of such period, Dollar deposits of a comparable amount and periodin the London interbank market.  Acertificate of Agent or a Lender delivered to Administrative Borrower settingforth any amount or amounts that Agent or such Lender is entitled to receivepursuant to this Section 2.13 shall be conclusive absent manifesterror.

(iii)          Borrowers shall have not more than 7LIBOR Rate Loans in effect at any given time. Borrowers only may exercise the LIBOR Option for LIBOR Rate Loans of atleast $1,000,000 and integral multiples of $500,000 in excess thereof.

(c)           **Conversion.** Borrowers may convert LIBOR Rate Loans to Base Rate Loans or prepayLIBOR Rate Loans at any time; provided, however, that in theevent that LIBOR Rate Loans are converted or prepaid on any date that is notthe last day of the Interest Period applicable thereto, including as a resultof any automatic prepayment through the required application by Agent ofproceeds of Borrowers’ and their Subsidiaries’ Collections in accordance with Section 2.4(b)or for any other reason, including early termination of the term of thisAgreement or acceleration of all or any portion of the Obligations pursuant tothe terms hereof, each Borrower shall indemnify, defend, and hold Agent and theLenders and their Participants harmless against any and all Funding Losses inaccordance with Section 2.13(b)(ii) above.

(d)           **Special Provisions Applicable to LIBOR Rate**.

(i)            The LIBOR Rate may be adjusted byAgent with respect to any Lender on a prospective basis to take into accountany additional or increased costs to such Lender of maintaining or

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obtaining any Eurodollardeposits or increased costs, in each case, due to changes in applicable lawoccurring subsequent to the commencement of the then applicable InterestPeriod, including changes in tax laws (except changes of general applicabilityin income tax laws) and changes in the reserve requirements imposed by theBoard of Governors of the Federal Reserve System (or any successor), excludingthe Reserve Percentage, which additional or increased costs would increase thecost of funding or maintaining loans bearing interest at the LIBOR Rate.  In any such event, the affected Lender shallgive Administrative Borrower and Agent notice of such a determination andadjustment and Agent promptly shall transmit the notice to each other Lenderand, upon its receipt of the notice from the affected Lender, AdministrativeBorrower may, by notice to such affected Lender (y) require such Lender tofurnish to Administrative Borrower a statement setting forth the basis foradjusting such LIBOR Rate and the method for determining the amount of suchadjustment, or (z) repay the LIBOR Rate Loans with respect to which suchadjustment is made (together with any amounts due under Section 2.13(b)(ii)).

(ii)           In the event that any change inmarket conditions or any law, regulation, treaty, or directive, or any changetherein or in the interpretation of application thereof, shall at any timeafter the date hereof, in the reasonable opinion of any Lender, make itunlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans orto continue such funding or maintaining, or to determine or charge interestrates at the LIBOR Rate, such Lender shall give notice of such changedcircumstances to Agent and Administrative Borrower and Agent promptly shalltransmit the notice to each other Lender and (y) in the case of any LIBORRate Loans of such Lender that are outstanding, the date specified in suchLender’s notice shall be deemed to be the last day of the Interest Period ofsuch LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lenderthereafter shall accrue interest at the rate then applicable to Base RateLoans, and (z) Borrowers shall not be entitled to elect the LIBOR Optionuntil such Lender determines that it would no longer be unlawful or impracticalto do so.

(e)           **No Requirement of Matched Funding.**  Anything to the contrary contained hereinnotwithstanding, neither Agent, nor any Lender, nor any of their Participants,is required actually to acquire Eurodollar deposits to fund or otherwise matchfund any Obligation as to which interest accrues at the LIBOR Rate.  The provisions of this Section shall apply asif each Lender or its Participants had match funded any Obligation as to whichinterest is accruing at the LIBOR Rate by acquiring Eurodollar deposits foreach Interest Period in the amount of the LIBOR Rate Loans.

**2.14        CapitalRequirements**.  If, afterthe date hereof, any Lender reasonably determines that (i) the adoption ofor change in any law, rule, regulation or guideline regarding capitalrequirements for banks or bank holding companies, or any change in theinterpretation or application thereof by any Governmental Authority chargedwith the administration thereof, or (ii) compliance by such Lender or itsparent bank holding company with any guideline, request or directive of anysuch entity regarding capital adequacy (whether or not having the force oflaw), has the effect of reducing the return on such Lender’s or such holdingcompany’s capital as a consequence of such Lender’s Commitments hereunder to alevel below that which such Lender or such holding company could have achievedbut for such adoption, change, or compliance (taking into consideration suchLender’s or such holding company’s then existing policies with respect tocapital adequacy and assuming the full utilization of such entity’s capital) byany amount deemed by such Lender to be material, then such Lender may, within180 days of such Lender making such determination, notify AdministrativeBorrower and Agent thereof.  Followingreceipt of such notice, Borrowers agree to pay such Lender on demand the amountof such reduction of return of capital as and when such reduction isdetermined, payable within 90 days after presentation by such Lender of astatement in the amount and setting forth in reasonable detail such Lender’scalculation thereof and the assumptions upon which such calculation was based(which statement shall be deemed true and correct absent manifest error).  In determining such amount, such Lender mayuse any reasonable averaging and attribution methods.

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**2.15**        **Joint and Several Liability of Borrowers**.

(a)           Each Borrower isaccepting joint and several liability hereunder and under the other LoanDocuments in consideration of the financial accommodations to be provided bythe Lender Group under this Agreement, for the mutual benefit, directly and indirectly,of each Borrower and in consideration of the undertakings of the otherBorrowers to accept joint and several liability for the Obligations.

(b)           Each Borrower,jointly and severally, hereby irrevocably and unconditionally accepts, notmerely as a surety but also as a co-debtor, joint and several liability withthe other Borrowers, with respect to the payment and performance of all of theObligations (including any Obligations arising under this Section 2.15),it being the intention of the parties hereto that all the Obligations shall bethe joint and several obligations of each Borrower without preferences ordistinction among them.

(c)           If and to the extentthat any Borrower shall fail to make any payment with respect to any of theObligations as and when due or to perform any of the Obligations in accordancewith the terms thereof, then in each such event the other Borrowers will makesuch payment with respect to, or perform, such Obligation.

(d)           The Obligations ofeach Borrower under the provisions of this Section 2.15 constitutethe absolute and unconditional, full recourse Obligations of each Borrowerenforceable against each Borrower to the full extent of its properties andassets, irrespective of the validity, regularity or enforceability of thisAgreement or any other circumstances whatsoever.

(e)           Except as otherwiseexpressly provided in this Agreement, each Borrower hereby waives notice ofacceptance of its joint and several liability, notice of any Advances orLetters of Credit issued under or pursuant to this Agreement, notice of theoccurrence of any Default, Event of Default, or of any demand for any paymentunder this Agreement, notice of any action at any time taken or omitted byAgent or Lenders under or in respect of any of the Obligations, any requirementof diligence or to mitigate damages and, generally, to the extent permitted byapplicable law, all demands, notices and other formalities of every kind inconnection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, andwaives notice of, any extension or postponement of the time for the payment ofany of the Obligations, the acceptance of any payment of any of theObligations, the acceptance of any partial payment thereon, any waiver, consentor other action or acquiescence by Agent or Lenders at any time or times inrespect of any default by any Borrower in the performance or satisfaction ofany term, covenant, condition or provision of this Agreement, any and all otherindulgences whatsoever by Agent or Lenders in respect of any of theObligations, and the taking, addition, substitution or release, in whole or inpart, at any time or times, of any security for any of the Obligations or theaddition, substitution or release, in whole or in part, of any Borrower.  Without limiting the generality of theforegoing, each Borrower assents to any other action or delay in acting orfailure to act on the part of any Agent or Lender with respect to the failureby any Borrower to comply with any of its respective Obligations, including,without limitation, any failure strictly or diligently to assert any right orto pursue any remedy or to comply fully with applicable laws or regulationsthereunder, which might, but for the provisions of this Section 2.15afford grounds for terminating, discharging or relieving any Borrower, in wholeor in part, from any of its Obligations under this Section 2.15, itbeing the intention of each Borrower that, so long as any of the Obligationshereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15shall not be discharged except by performance and then only to the extent ofsuch performance.  The Obligations ofeach Borrower under this Section 2.15 shall not be diminished orrendered unenforceable by any winding up, reorganization, arrangement,liquidation, reconstruction or similar proceeding with respect to any Borroweror any Agent or Lender.

(f)            Each Borrowerrepresents and warrants to Agent and Lenders that such Borrower is currentlyinformed of the financial condition of Borrowers and of all other circumstanceswhich a diligent inquiry would reveal and which bear upon the risk ofnonpayment of the Obligations.  EachBorrower further represents and warrants to Agent and Lenders that suchBorrower has read and understands the terms and conditions of the LoanDocuments.  Each Borrower herebycovenants that such Borrower will continue to keep

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informedof Borrowers’ financial condition, the financial condition of other guarantors,if any, and of all other circumstances which bear upon the risk of nonpaymentor nonperformance of the Obligations.

(g)           Each Borrower waivesall rights and defenses arising out of an election of remedies by Agent or anyLender, even though that election of remedies, such as a nonjudicialforeclosure with respect to security for a guaranteed obligation, has destroyedAgent’s or such Lender’s rights of subrogation and reimbursement against suchBorrower by the operation of Section 580(d) of the California Code of CivilProcedure, any comparable statute or otherwise.

(h)           Each Borrower waivesall rights and defenses that such Borrower may have because the Obligations areor may become secured by Real Property. This means, among other things:

(i)            Agent and Lenders may collect fromsuch Borrower without first foreclosing on any Real or Personal PropertyCollateral pledged by Borrowers.

(ii)           If Agent or any Lender forecloses onany Real Property Collateral pledged by Borrowers:

(A)          The amount of the Obligations may bereduced only by the price for which that collateral is sold at the foreclosuresale, even if the collateral is worth more than the sale price.

(B)           Agent and Lenders may collect fromsuch Borrower even if Agent or Lenders, by foreclosing on the Real Property Collateral,has destroyed any right such Borrower may have to collect from the otherBorrowers.

(i)            The provisions ofthis Section 2.15 are made for the benefit of Agent, Lenders andtheir respective successors and assigns, and may be enforced by it or them fromtime to time against any or all Borrowers as often as occasion therefor mayarise and without requirement on the part of Agent, any Lender, any of theirrespective successors or assigns first to marshal any of its or their claims orto exercise any of its or their rights against any Borrower or to exhaust anyremedies available to it or them against any Borrower or to resort to any othersource or means of obtaining payment of any of the Obligations hereunder or toelect any other remedy.  The provisionsof this Section 2.15 shall remain in effect until all of theObligations shall have been paid in full or otherwise fully satisfied.  If at any time, any payment, or any partthereof, made in respect of any of the Obligations, is rescinded or must otherwisebe restored or returned by Agent or any Lender upon the insolvency, bankruptcyor reorganization of any Borrower, or otherwise, the provisions of this Section 2.15will forthwith be reinstated in effect, as though such payment had not beenmade.

(j)            Each Borrowerhereby agrees that it will not enforce any of its rights of contribution orsubrogation against any other Borrower with respect to any liability incurredby it hereunder or under any of the other Loan Documents, any payments made byit to Agent or Lenders with respect to any of the Obligations or any collateralsecurity therefor until such time as all of the Obligations have been paid infull in cash.  Any claim which anyBorrower may have against any other Borrower with respect to any payments toany Agent or Lender hereunder or under any other Loan Documents are herebyexpressly made subordinate and junior in right of payment, without limitationas to any increases in the Obligations arising hereunder or thereunder, to theprior payment in full in cash of the Obligations and, in the event of anyinsolvency, bankruptcy, receivership, liquidation, reorganization or othersimilar proceeding under the laws of any jurisdiction relating to any Borrower,its debts or its assets, whether voluntary or involuntary, all such Obligationsshall be paid in full in cash before any payment or distribution of anycharacter, whether in cash, securities or other property, shall be made to anyother Borrower therefor.

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**3.             CONDITIONS; TERM OF AGREEMENT.**

**3.1**          **Conditions Precedent to the Initial Extension ofCredit**.  The obligation ofeach Lender to make its initial extension of credit provided for hereunder, issubject to the fulfillment, to the satisfaction of Agent and each Lender ofeach of the conditions precedent set forth on Schedule 3.1 (themaking of such initial extension of credit by a Lender being conclusivelydeemed to be its satisfaction or waiver of the conditions precedent).

**3.2**          **Conditions Precedent to all Extensions of Credit**.  The obligation of the Lender Group (or anymember thereof) to make any Advances hereunder at any time (or to extend anyother credit hereunder) at any time shall be subject to the followingconditions precedent:

(a)           the representationsand warranties contained in this Agreement or in the other Loan Documents shallbe true and correct in all material respects (except that such materialityqualifier shall not be applicable to any representations and warranties thatalready are qualified or modified by materiality in the text thereof) on and asof the date of such extension of credit, as though made on and as of such date(except to the extent that such representations and warranties relate solely toan earlier date);

(b)           no Default or Eventof Default shall have occurred and be continuing on the date of such extensionof credit, nor shall either result from the making thereof;

(c)           no injunction, writ,restraining order, or other order of any nature restricting or prohibiting,directly or indirectly, the extending of such credit shall have been issued andremain in force by any Governmental Authority against any Borrower, Agent orany Lender; and

(d)           no Material AdverseChange shall have occurred.

**3.3**          **Term**. This Agreement shall continue in full force and effect for a term endingon February 14, 2010 (the “Maturity Date”).  The foregoing notwithstanding, the LenderGroup, upon the election of the Required Lenders, shall have the right toterminate its obligations under this Agreement immediately and without noticeupon the occurrence and during the continuation of an Event of Default.

**3.4**          **Effect of Termination**.  On the date of termination of this Agreement,all Obligations (including contingent reimbursement obligations of Borrowerswith respect to outstanding Letters of Credit and including all Bank ProductObligations) immediately shall become due and payable without notice or demand(including the requirement that Borrowers provide (a) Letter of CreditCollateralization and (b) Bank Product Collateralization).  No termination of this Agreement, however,shall relieve or discharge Borrowers or their Subsidiaries of their duties,Obligations, or covenants hereunder or under any other Loan Document and theAgent’s Liens in the Collateral shall remain in effect until all Obligationshave been paid in full and the Lender Group’s obligations to provide additionalcredit hereunder have been terminated. When this Agreement has been terminated and all of the Obligations havebeen paid in full and the Lender Group’s obligations to provide additionalcredit under the Loan Documents have been terminated irrevocably, Agent will,as promptly as practicable and at Borrowers’ sole expense, execute and deliverany termination statements, lien releases, mortgage releases, discharges ofsecurity interests, and other similar discharge or release documents (and, ifapplicable, in recordable form) as are reasonably necessary to release, as ofrecord, the Agent’s Liens and all notices of security interests and lienspreviously filed by Agent with respect to the Obligations.

**3.5**          **Early Termination by Borrowers**.  Borrowers have the option, at any time upon10 Business Days prior written notice by Administrative Borrower to Agent, toterminate this Agreement and terminate the Commitments hereunder by paying toAgent, in cash, the Obligations (including (a) providing Letter of CreditCollateralization with respect to the then existing Letter of Credit Usage and(b) providing Bank Product Collateralization with respect to the then existingBank Products), in full.  If Administrative

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Borrowerhas sent a notice of termination pursuant to the provisions of this Section,then the Commitments shall terminate and Borrowers shall be obligated to repaythe Obligations (including (a) providing Letter of CreditCollateralization with respect to the then existing Letter of Credit Usage and(b) providing Bank Product Collateralization with respect to the then existingBank Products), in full, on the date set forth as the date of termination ofthis Agreement in such notice.

**4.             REPRESENTATIONS AND WARRANTIES.**

Inorder to induce the Lender Group to enter into this Agreement, each CreditParty makes the following representations and warranties to the Lender Groupwhich shall be true and correct, in all material respects, as of the date hereof,and shall be true and correct, in all material respects, as of the ClosingDate, and at and as of the date of the making of each Advance (or otherextension of credit) made thereafter, as though made on and as of the date ofsuch Advance (or other extension of credit) (except to the extent that suchrepresentations and warranties relate solely to an earlier date) and suchrepresentations and warranties shall survive the execution and delivery of thisAgreement:

**4.1**          **No Encumbrances**.  Each Credit Party and its Subsidiaries hasgood and marketable title to, license or other right to use, or a validleasehold interest in, their personal property assets and good and marketabletitle to, or a valid leasehold interest in, its Real Property, in each case, freeand clear of Liens except for Permitted Liens.

**4.2**          **Accounts**.  As to each Account that is identified as anAccount of any Borrower pursuant to any report submitted to Agent, such Accountis, unless otherwise indicated in such report: (a) a bona fide existingpayment obligation of the applicable Account Debtor created by the sale anddelivery of Inventory or the rendition of services to such Account Debtor inthe ordinary course of such Borrower’s business, and (b) owed to suchBorrower without any known defenses, disputes, offsets, counterclaims, orrights of return or cancellation.

**4.3**          **[Reserved]**

**4.4**          **Equipment**.  Each material item of Equipment of CreditParties and their Subsidiaries is used or held for use in their business and isin good working order, ordinary wear and tear and damage by casualty excepted.

**4.5**          **Location of Inventory and Equipment**.  The Inventory and Equipment (other thanvehicles or Equipment out for repair) of any Credit Party or its Subsidiariesare not stored with a bailee, warehouseman, or similar party and are locatedonly at, or in-transit to or between, the locations identified on Schedule 4.5to the Disclosure Letter (as such Schedule may be updated from time to time anddelivered to Agent by the Credit Parties pursuant to Section 5.9); provided,however, (a) Inventory and Equipment may be stored with a bailee,warehouseman or similar party to the extent (i) Agent has received a CollateralAccess Agreement from such bailee, warehouseman or similar party or (ii) theaggregate book value of all Inventory and Equipment stored with such bailee,warehouseman or similar party, when aggregated with all other Inventory andEquipment stored at a location of a Credit Party or Subsidiary of a CreditParty that is not identified on Schedule 4.5 to the DisclosureLetter, does not exceed $500,000 at any date of determination and (b) Inventoryand Equipment may be located at locations of a Credit Party or Subsidiary of aCredit Party that are not identified on Schedule 4.5 to theDisclosure Letter to the extent the aggregate book value of all Inventory andEquipment at such locations, when aggregated with all other Inventory andEquipment stored with bailees, warehouseman or similar parties from whom Agenthas not received a Collateral Access Agreement, does not exceed $500,000 at anydate of determination.

**4.6**          **[Reserved]**

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**4.7**          **Jurisdiction of Organization; Location of ChiefExecutive Office; Organizational Identification Number; Commercial Tort Claims**.

(a)           The name of (withinthe meaning of Section 9-503 of the Code) and jurisdiction of organization ofeach Credit Party and each of its Subsidiaries is set forth on Schedule 4.7(a)to the Disclosure Letter (as such schedule may be updated from time to time anddelivered to Agent by the Credit Parties to reflect changes permitted to bemade under Section 6.5).

(b)           The chief executiveoffice of each Credit Party and each of its Subsidiaries is located at theaddress indicated on Schedule 4.7(b) to the Disclosure Letter (assuch schedule may be updated from time to time and delivered to Agent by theCredit Parties to reflect changes permitted to be made under Section 5.9).

(c)           Each Credit Party’sand each of its U.S. Subsidiaries’ tax identification numbers andorganizational identification numbers, if any, are identified on Schedule 4.7(c)to the Disclosure Letter (as such schedule may be updated from time to time anddelivered to Agent by the Credit Parties to reflect changes permitted to bemade under Section 5.9).

(d)           As of the ClosingDate, no Credit Party or any of its Subsidiaries holds any commercial tortclaims, except as set forth on Schedule 4.7(d) to the DisclosureLetter.

**4.8**          **Due Organization and Qualification; Subsidiaries**.

(a)           Each Credit Party isduly organized and existing and in good standing under the laws of thejurisdiction of its organization and qualified to do business in any statewhere the failure to be so qualified reasonably could be expected to result ina Material Adverse Change.

(b)           Set forth on Schedule 4.8(b)to the Disclosure Letter (as such schedule may be updated from time to time anddelivered to Agent by the Credit Parties to reflect changes permitted to bemade under Section 5.16), is a complete and accurate description ofthe authorized capital Stock of each Credit Party and each Subsidiary of aCredit Party, by class, and, as of December 28, 2006, a description of thenumber of shares of each such class that are issued and outstanding.  Other than as described on Schedule 4.8(b)to the Disclosure Letter, there are no subscriptions, options, warrants, orcalls relating to any shares of any Credit Party’s or Subsidiary of any CreditParty’s capital Stock, including any right of conversion or exchange under anyoutstanding security or other instrument which, if exercised, could reasonablybe expected to cause a Change of Control or other Event of Default.  As of the date an update to Schedule 4.8(b)to the Disclosure Letter is delivered annually to Agent at the time the CreditParties’ annual financial statements are delivered to Agent pursuant to Section5.3, other than as described on such updated Schedule 4.8(b),there are no subscriptions, options, warrants, or calls relating to any sharesof any Credit Party’s or Subsidiary of any Credit Party’s capital Stock,including any right of conversion or exchange under any outstanding security orother instrument.  Other than PermittedDistributions, no Credit Party or any of its Subsidiaries is subject to anyobligation (contingent or otherwise) to repurchase or otherwise acquire orretire any shares of its capital Stock or any security convertible into orexchangeable for any of its capital Stock.

(c)           Set forth on Schedule 4.8(c)to the Disclosure Letter (as such schedule may be updated from time to time anddelivered to Agent by the Credit Parties to reflect changes permitted to bemade under Section 5.16 and as such Schedule is to be updatedpursuant to Section 5.20(a)), is, upon and after the date such Scheduleis updated and delivered pursuant to Section 5.20(a), a complete and accuratelist of each Credit Party’s direct and indirect Subsidiaries, showing:  (i) the jurisdiction of theirorganization, (ii) the number of shares of each class of common andpreferred Stock authorized for each of such Subsidiaries, and (iii) thenumber and the percentage of the outstanding shares of each such class owneddirectly or indirectly by the applicable Credit Party.  All of the outstanding capital Stock of eachsuch Subsidiary has been validly issued and is fully paid and non-assessable.

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**4.9**          **Due Authorization; No Conflict**.

(a)           As to each CreditParty, the execution, delivery, and performance by such Credit Party of thisAgreement and the Loan Documents to which it is a party have been dulyauthorized by all necessary action on the part of such Credit Party.

(b)           As to each CreditParty, the execution, delivery, and performance by such Credit Party of thisAgreement and the other Loan Documents to which it is a party do not and willnot (i) violate any provision of federal, state, or local law orregulation applicable to any Credit Party, the Governing Documents of anyCredit Party, or any order, judgment, or decree of any court or otherGovernmental Authority binding on any Credit Party, (ii) conflict with,result in a breach of, or constitute (with due notice or lapse of time or both)a default under any Material Contract of any Credit Party, (iii) result inor require the creation or imposition of any Lien of any nature whatsoever uponany properties or assets of any Credit Party, other than Permitted Liens, or(iv) require any approval of any Credit Party’s interestholders or anyapproval or consent of any Person under any Material Contract of any CreditParty, other than consents or approvals that have been obtained and that arestill in force and effect.

(c)           Other than thefiling of financing statements, the recordation of the Mortgages (if any), thefiling of applicable security agreements with the United States Patent andTrademark Office or United States Copyright Office, and other filings oractions necessary to perfect Liens granted to Agent in the Collateral, theexecution, delivery, and performance by each Credit Party of this Agreement andthe other Loan Documents to which such Credit Party is a party do not and willnot require any registration with, consent, or approval of, or notice to, orother action with or by, any Governmental Authority, other than consents orapprovals that have been obtained and that are still in force and effect.

(d)           As to each CreditParty, this Agreement and the other Loan Documents to which such Credit Partyis a party, and all other documents contemplated hereby and thereby, whenexecuted and delivered by such Credit Party will be the legally valid andbinding obligations of such Credit Party, enforceable against such Credit Partyin accordance with their respective terms, except as enforcement may be limitedby equitable principles or by bankruptcy, insolvency, reorganization,moratorium, or similar laws relating to or limiting creditors’ rights generally.

(e)           The Agent’s Liensare validly created, perfected (other than (i) in respect of motor vehicles and(ii) any Deposit Accounts and Securities Accounts not subject to a ControlAgreement as permitted by Section 6.12, and subject only to the filingin the applicable jurisdiction of organization of each Credit Party offinancing statements describing the Collateral and, if applicalble, therecordation of the Mortgages), and first priority Liens, subject only toPermitted Liens.

**4.10**        **Litigation**.  Other than those matters disclosed on Schedule 4.10to the Disclosure Letter (as such schedule may be updated from time to time anddelivered to Agent by the Credit Parties) and other than matters arising afterthe Closing Date that reasonably could not be expected to result in a MaterialAdverse Change, there are no actions, suits, or proceedings pending or, to thebest knowledge of each Credit Party, threatened in writing against any CreditParty or any of its Subsidiaries.

**4.11**        **No Material Adverse Change**.  All financial statements relating to theCredit Parties and their respective Subsidiaries that have been delivered byany Credit Party to the Lender Group have been prepared in accordance with GAAP(except, in the case of unaudited financial statements, for the lack offootnotes and being subject to year-end audit adjustments) and present fairlyin all material respects, the Credit Parties’ and their respective Subsidiaries’financial condition as of the date thereof and results of operations for theperiod then ended.  There has not been aMaterial Adverse Change since September 30, 2006.

**4.12**        **Fraudulent Transfer**.

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(a)           Each Borrower isSolvent and the Credit Parties and their respective Subsidiaries, taken as awhole, are Solvent.

(b)           No transfer ofproperty is being made by any Credit Party or any of its Subsidiaries and noobligation is being incurred by any Credit Party or any of its Subsidiaries inconnection with the transactions contemplated by this Agreement or the otherLoan Documents with the intent to hinder, delay, or defraud either present orfuture creditors of any Credit Party or its Subsidiaries.

**4.13**        **Employee Benefits**.

(a)           Set forth on Schedule4.13(a) to the Disclosure Letter is a complete and accurate list of allPlans that meet the definition of an “employee pension benefit plan” underSection 3(2) of ERISA and that are currently maintained or contributed to byany Credit Party, any of their respective Subsidiaries or any of theirrespective ERISA Affiliates as of the Closing Date.

(b)           Each Credit Party,their respective Subsidiaries, and their respective ERISA Affiliates are incompliance in all material respects with all applicable provisions andrequirements of ERISA and the regulations and published interpretationsthereunder with respect to each Plan, and have performed all their obligationsin all material respects under each Plan.

(c)           No ERISA Event hasoccurred or is reasonably expected to occur.

(d)           Except to the extentrequired under Section 4980B of the IRC or similar state laws, or as describedon Schedule 4.13(d) to the Disclosure Letter, no Plan provides healthbenefits (through the purchase of insurance or otherwise) for any retired orformer employee of any Credit Party, any of their respective Subsidiaries orany of their respective ERISA Affiliates.

(e)           As of the mostrecent valuation date for any Pension Plan, the amount of unfunded benefitliabilities (as defined in Section 4001(a)(18) of ERISA), individually or inthe aggregate for all Pension Plans (excluding for purposes of such computationany Pension Plans with respect to which assets exceed benefit liabilities),does not exceed $250,000.

(f)            The execution anddelivery of this Agreement and the consummation of the transactionscontemplated hereunder will not involve any non-exempt transaction that issubject to the prohibitions of Section 406 of ERISA or in connection with whichtaxes could be imposed for transactions defined in Section 4975(c)(1)(A)-(D) ofthe IRC.

(g)           All liabilitiesunder each Plan are (i) funded to at least the minimum level required by lawor, if higher, to the level required by the terms governing the Plans, (ii)insured with a reputable insurance company, (iii) provided for or recognized inthe financial statements most recently delivered to Agent pursuant to Section5.3 hereof or (iv) estimated in the formal notes to the financialstatements most recently delivered to Agent pursuant to Section 5.3hereof.

(h)           To the bestknowledge of each Credit Party, there are no circumstances which may give riseto a material liability in relation to any Plan which is not funded, insured,provided for, recognized or estimated in the manner described in subsection(g) above.

(i)            Credit Parties andtheir respective Subsidiaries are not and will not be a “plan” within the meaningof Section 4975(e) of the IRC; (ii) excluding contributions for Plans listed onSchedule 4.13(a) to the Disclosure Letter, the assets of Credit Partiesand their respective Subsidiaries do not and will not constitute “plan assets”within the meaning of the United States Department of Labor Regulations setforth in 29 C.F.R. §2510.3-101; (iii) Credit Parties and their respectiveSubsidiaries are not and will not be a “governmental plan” within the meaningof Section 3(32) of ERISA; and (iv) transactions by or with Credit

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Partiesand their respective Subsidiaries are not and will not be subject to statestatutes applicable to Credit Parties and their respective Subsidiariesregulating investments of fiduciaries with respect to governmental plans.

**4.14**        **Environmental Condition**.  Except as set forth on Schedule 4.14to the Disclosure Letter, (a) to each Credit Party’s knowledge, no CreditParty’s or its Subsidiaries’ properties or assets has ever been used by suchPerson, or by previous owners or operators in the disposal of, or to produce,store, handle, treat, release, or transport, any Hazardous Materials, wheresuch use, production, storage, handling, treatment, release or transport was inviolation, in any material respect, of any applicable Environmental Law,(b) to each Credit Party’s knowledge, no Credit Party’s or itsSubsidiaries’ properties or assets has ever been designated or identified inany manner pursuant to any environmental protection statute as a HazardousMaterials disposal site, (c) none of the Credit Parties nor any of theirrespective Subsidiaries have received notice that a Lien arising under anyEnvironmental Law has attached to any revenues or to any Real Property owned oroperated by any Credit Party or its Subsidiaries, and (d) none of theCredit Parties nor any of their Subsidiaries have received a summons, citation,notice, or directive from the United States Environmental Protection Agency orany other federal or state governmental agency concerning any action oromission by any Credit Party or any of its Subsidiaries resulting in thereleasing or disposing of Hazardous Materials into the environment.

**4.15**        **Intellectual Property**.  Each Credit Party and each Subsidiary of aCredit Party owns, or holds licenses in or otherwise has the right to use, alltrademarks, trade names, copyrights, patents, patent rights, and licenses thatare necessary to the conduct of its business as currently conducted, andattached hereto as Schedule 4.15 to the Disclosure Letter (as suchSchedule is deemed updated to reflect any updates to Schedules 1, 2, 3 and 5 tothe Disclosure Letter made pursuant to the terms of the Security Agreement) isa true, correct, and complete listing of all such registered patents, patentapplications, trademarks, trademark applications, copyrights and copyrightapplications as to which such Credit Party or one of its Subsidiaries is theowner or is an exclusive licensee.

**4.16**        **Leases**. Each Credit Party and its Subsidiaries enjoy undisturbed possessionunder all leases material to their business and to which they are parties orunder which they are operating and all of such material leases are valid andsubsisting and no material default by such Credit Party or its Subsidiariesexists under any of them.

**4.17**        **Deposit Accounts and Securities Accounts**.  Set forth on Schedule 4.17 to theDisclosure Letter is a listing of all of each Credit Party’s and its U.S.Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respectto each bank or securities intermediary (a) the name and address of suchPerson, and (b) the account numbers of the Deposit Accounts or SecuritiesAccounts maintained with such Person.

**4.18**        **Complete Disclosure**.  All factual information (taken as a whole)furnished by or on behalf of any Credit Party or their respective Subsidiariesin writing to Agent or any Lender (including all information contained in theSchedules hereto, to the Disclosure Letter or in the other Loan Documents) forpurposes of or in connection with this Agreement, the other Loan Documents, orany transaction contemplated herein or therein is, and all other such factualinformation (taken as a whole) hereafter furnished by or on behalf of anyCredit Party or their respective Subsidiaries in writing to Agent or any Lenderwill be, true and accurate in all material respects on the date as of whichsuch information is dated or certified and not incomplete by omitting to stateany fact necessary to make such information (taken as a whole) not misleadingin any material respect at such time in light of the circumstances under whichsuch information was provided.  On theClosing Date, the Closing Date Projections represent, and as of the date onwhich any other Projections are delivered to Agent, such additional Projectionsrepresent the Credit Parties’ good faith estimate of their and their respectiveSubsidiaries’ future performance for the periods covered thereby based uponassumptions believed by the Credit Parties to be reasonable at the time of thedelivery thereof to Agent (it being understood that such projections andforecasts are subject to uncertainties and contingencies, many of which arebeyond

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thecontrol of the Credit Parties and their Subsidiaries and no assurances can begiven that such projections or forecasts will be realized).

**4.19**        **Indebtedness**.  Set forth on Schedule 4.19 to theDisclosure Letter is a true and complete list of all Indebtedness of eachCredit Party and each Subsidiary of a Credit Party outstanding immediatelyprior to the Closing Date that is to remain outstanding after the Closing Dateand such Schedule accurately sets forth the aggregate principal amount of suchIndebtedness, the amount and frequency of all scheduled payments of suchIndebtedness, the interest rate on such Indebtedness and the maturity date ofsuch Indebtedness.

**4.20**        **Material Contracts**.  Set forth on Schedule 4.20 to theDisclosure Letter (which the Credit Parties may amend from time to time todelete Material Contracts no longer in effect or to add additional MaterialContracts so long as such amendment occurs by written notice to Agent not lessthan 5 Business Days after the date on which a Credit Party enters into suchMaterial Contract after the Closing Date and a copy thereof is delivered toAgent with such notice) is a complete and accurate list, of all MaterialContracts.  True, correct and completecopies of all Material Contracts, and all material amendments, modificationsand supplements thereto, have been delivered to Agent.  Except for matters which, either individuallyor in the aggregate, could not reasonably be expected to result in a MaterialAdverse Change, each Material Contract (other than those that have expired atthe end of their normal terms): (a) is in full force and effect and is bindingupon and enforceable against each Credit Party, and to the Credit Parties’ bestknowledge, each other Person that is a party thereto in accordance with itsterms, (b) has not been otherwise amended or modified in any manner except tothe extent that such amendment or modification could not, individually or inthe aggregate, reasonably be expected to result in a Material Adverse Change,and (c) is not in default due to the action or inaction of any Credit Party.

**4.21**        **Issuance of Stock Options.**  As of the Closing Date, the Parent has conductedan initial investigation of the issuance of all Stock options issued by theParent since the Parent became a public reporting company under the ExchangeAct in order to determine whether (a) all publicly reported grants were in factauthorized by appropriate action of the Board of Directors of the Parent and(b)whether theeffective dates of such Stock option grants are consistent with what ispublicly reported and appear in the Parent’s human resource records.  The results of such investigation have not,in the reasonable determination of the Parent, resulted in the need forreporting of any matters to any applicable Governmental Authority or otherreporting necessary to comply with any applicable laws, rules or regulations.

**5.             AFFIRMATIVE COVENANTS.**

EachCredit Party covenants and agrees that, until termination of all of theCommitments and payment in full of the Obligations, such Credit Party shall andshall cause each of their respective Subsidiaries to do all of the following:

**5.1**          **Accounting System**.  Maintain a system of accounting that enablesthe Credit Parties to produce financial statements in accordance with GAAP andmaintain records pertaining to the Collateral that contain information as fromtime to time reasonably may be requested by Agent.  Borrowers also shall keep a reporting systemthat shows all additions, sales, claims, returns, and allowances with respectto their and their Subsidiaries’ sales.

**5.2**          **Collateral Reporting**.  Provide Agent (and if so requested by Agent,with copies for each Lender: (a) as soon as available, but in any event within10 Business Days after the end of each of Parent’s fiscal months (i) a LoanLimit Certificate, (ii) a detailed report (which shall include the Borrowers’internally prepared monthly statement as to compliance with the InvestmentPolicy and, to the extent not already provided by the applicable banks,financial institutions and securities intermediaries pursuant to a ControlAgreement, copies of the monthly statements issued by such Persons) regardingBorrowers’ and their Subsidiaries’ cash and Cash Equivalents, including anindication of which amounts (A) constitute Qualified Cash, (B) are held bySecond Street or any other Subsidiary of a Borrower that is not a Credit Party,(C) are

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heldin Deposit Accounts or Securities Accounts not located within the United Statesand (D) constitute cash collateral subject to the Lien of any Person other thanAgent, and (iii) a detailed report regarding Borrowers’ and their Subsidiaries’deferred revenue analysis, and (b) in the event Excess Availability plusQualified Cash is less than $50,000,000 as of any date of determination or aDefault or Event of Default shall have occurred and be continuing, each of thereports set forth on Schedule 5.2 at the times specified therein.

**5.3**          **Financial Statements, Reports, Certificates**.  Provide Agent (and if so requested by Agent,with copies for each Lender): (a) as soon as available, but in any event within30 days prior to the start of each of Parent’s fiscal years, copies of Parent’sProjections, in form and substance (including as to scope and underlyingassumptions) satisfactory to Agent, in its Permitted Discretion, for theforthcoming 3 years, year by year, and for the forthcoming fiscal year, quarterby quarter, certified by the chief financial officer of Parent as being suchofficer’s good faith estimate of the financial performance of Parent during theperiod covered thereby, (b) as soon as available, but in any event within 90days after the end of each of Parent’s fiscal years, consolidated andconsolidating financial statements of Parent and its Subsidiaries for each suchfiscal year, audited by independent certified public accountants reasonablyacceptable to Agent and certified, without any qualifications (including any(A) ”going concern” or like qualification or exception,(B) qualification or exception as to the scope of such audit, or(C) qualification which relates to the treatment or classification of anyitem and which, as a condition to the removal of such qualification, wouldrequire an adjustment to such item, the effect of which would be to cause anynoncompliance with the provisions of Section 6.16), by suchaccountants to have been prepared in accordance with GAAP (such auditedfinancial statements to include a balance sheet, income statement, andstatement of cash flow and, if prepared, such accountants’ letter tomanagement), (c) if and when filed by any Credit Party, such Credit Party’sForm 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K currentreports filed with the SEC, and (d) in the event Excess Availability plusQualified Cash is less than $50,000,000 as of the most recent date of deliveryof the reports and certificate required under Section 5.2(a), or aDefault or Event of Default shall have occurred and be continuing, each of thefinancial statements, reports, or other items set forth on Schedule 5.3at the times specified therein.  Inaddition, each Credit Party agrees that none of its Subsidiaries will have afiscal year different from that of such Credit Party.

**5.4**          **Credit Party Reports**.  Cause each Credit Party to deliver its annualfinancial statements at the time when Parent provides its audited financialstatements to Agent, but only to the extent such Credit Party’s financialstatements are not consolidated with Parent’s financial statements.

**5.5**          **Inspection**.  Permit Agent, each Lender (if accompanied byAgent), and each of their duly authorized representatives or agents to visitany of its properties and audit and inspect any of its assets or books andrecords, to examine and make copies of its books and records, and to discussits affairs, finances, and accounts with, and to be advised as to the same by,its officers and employees at such reasonable times (which, unless a Default orEvent of Default exists, shall be during normal business hours) and intervals(which, unless a Default or Event of Default exists, shall (a) be no more thantwice in any one calendar year, (b) not occur during the 15 days prior to theend of each of Parent’s fiscal quarters nor during the 15 days after the end ofeach of Parent’s fiscal quarters and (c) not exceed 10 Business Days induration in the aggregate during any one calendar year) as Agent or any suchLender may designate and, so long as no Default or Event of Default exists,with reasonable prior notice to Administrative Borrower.

**5.6**          **Maintenance of Properties**.  Maintain and preserve all of their propertieswhich are necessary or useful in the proper conduct of their business in goodworking order and condition, ordinary wear, tear, and casualty excepted (andexcept where the failure to do so could not be expected to result in a MaterialAdverse Change), and comply at all times with the provisions of all materialleases to which it is a party as lessee, so as to prevent any loss orforfeiture thereof or thereunder.

**5.7**          **Taxes**. Cause all assessments and taxes, whether real, personal, or otherwise,in excess of $250,000, in the aggregate, due or payable by, or imposed, levied,or assessed against such Credit Party, its Subsidiaries, or any of theirrespective assets to be paid in full, before delinquency or before theexpiration of

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anyextension period, except to the extent that the validity of such assessment ortax shall be the subject of a Permitted Protest.  Each Credit Party will and will cause theirSubsidiaries to make timely payment or deposit of all tax payments andwithholding taxes in excess of $250,000, in the aggregate, required of them byapplicable laws, including those laws concerning F.I.C.A., F.U.T.A., statedisability, and local, state, and federal income taxes, and will, upon writtenrequest, furnish Agent with proof satisfactory to Agent (such as a copy of thereceipt evidencing payment) indicating that the applicable Credit Party orSubsidiary of a Credit Party has made such payments or deposits.  It is understood and agreed that nothing setforth in this Section 5.7 shall preclude Agent from imposing any reserveunder Section 2.1(b) with respect to any unpaid assessments or taxes.

**5.8**          **Insurance**.

(a)           At the CreditParties’ expense, maintain insurance respecting their respective, and theirrespective Subsidiaries’, assets wherever located, covering loss or damage byfire, theft, explosion, and all other hazards and risks as the Credit Partiesdeem advisable in the exercise of their reasonable business judgment.  The Credit Parties also shall maintainbusiness interruption, public liability, and product liability insurance, aswell as insurance against larceny, embezzlement, and criminalmisappropriation.  All such policies ofinsurance shall be in such amounts and with such insurance companies as arereasonably satisfactory to Agent.  Exceptas otherwise required pursuant to Schedule 3.1, within 30 days after theClosing Date, Credit Parties shall deliver certified copies of all suchpolicies to Agent with an endorsement naming Agent as a loss payee (as itsinterests may appear) under a satisfactory lender’s loss payable endorsement oradditional insured, as appropriate.  Eachpolicy of insurance or endorsement shall contain a clause requiring the insurerto give not less than 30 days prior written notice to Agent in the event ofcancellation of the policy for any reason whatsoever.

(b)           AdministrativeBorrower shall give Agent prompt notice of any loss exceeding $250,000 coveredby such insurance.  So long as no Eventof Default has occurred and is continuing, the applicable Credit Party shallhave the exclusive right to adjust any losses payable under any such insurancepolicies which are less than $250,000. Following the occurrence and during the continuation of an Event ofDefault, or in the case of any losses payable under such insurance exceeding$250,000, Agent shall have the exclusive right to adjust any losses payableunder any such insurance policies, without any liability to any Credit Partywhatsoever in respect of such adjustments; provided, however, solong as (A) no Default or Event of Default shall have occurred and iscontinuing, (B) Administrative Borrower shall have given Agent prior writtennotice of the applicable Credit Party’s intention to apply such insuranceproceeds to the costs of replacement of the properties or assets that are thesubject of such loss or the cost of purchase or construction of other assetsuseful in the business of such Credit Party, (C) such insurance proceeds areheld in a cash collateral account in which Agent has a perfected first-prioritysecurity interest, and (D) the applicable Credit Party completes suchreplacement, purchase, or construction within 180 days after the initialreceipt of such insurance proceeds, the applicable Credit Party shall have theoption to apply such insurance proceeds to the costs of replacement of theproperty or assets that are the subject of such loss or the costs of purchaseor construction of other assets useful in the business of such Credit Partyunless and to the extent that such applicable period shall have expired withoutsuch replacement, purchase or construction being made or completed, in which case,any amounts remaining in the cash collateral account shall be paid to Agent andapplied to the Obligations.

(c)           Credit Parties willnot, and will not suffer or permit any of their respective Subsidiaries to,take out separate insurance concurrent in form or contributing in the event ofloss with that required to be maintained under this Section 5.8, unlessAgent is included thereon as an additional insured or a loss payee, as itsinterests may appear, under a lender’s loss payable endorsement.  Administrative Borrower promptly shall notifyAgent whenever such separate insurance is taken out, specifying the insurerthereunder and full particulars as to the policies evidencing the same, andcopies of such policies promptly shall be provided to Agent.

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**5.9**          **Location of Inventory and Equipment**.  Keep the Credit Parties’ and theirSubsidiaries’ Inventory and Equipment (other than vehicles and Equipment outfor repair and Inventory and Equipment in transit to or between the locationsidentified on Schedule 4.5 to the Disclosure Letter) and materialbooks and records only at the locations identified on Schedule 4.5to the Disclosure Letter and their chief executive offices only at thelocations identified on Schedule 4.7(b) to the Disclosure Letter; provided,however, that (a) Administrative Borrower may amend Schedule 4.5to the Disclosure Letter or Schedule 4.7(b) to the DisclosureLetter by written notice to Agent to include (i) locations for which Agent hasreceived a Collateral Access Agreement or (ii) other locations within thecontinental United States to the extent the aggregate book value of allInventory and Equipment at such locations does not exceed $500,000 in theaggregate as of any date of determination and (b) the Credit Parties agree,upon the request of Agent, to use commercially reasonable efforts to provideAgent with a Collateral Access Agreement with respect to any location ofInventory or Equipment of a Credit Party established after the Closing Date andwith respect to any bailee, warehousing or other such arrangement entered intoby a Credit Party after the Closing Date which contain or relate to Inventoryand/or Equipment having a book value in excess of $500,000 in the aggregate forall such locations or arrangements. Nothing in this Section 5.9 shall preclude Agent from imposingany reserve under Section 2.1(b) with respect to any location ofInventory or Equipment for which Agent has not received a Collateral AccessAgreement or has received a Collateral Access Agreement that is not satisfactoryto Agent.

**5.10**        **Compliance with Laws**.  Comply with the requirements of allapplicable laws, rules, regulations, and orders of any Governmental Authority,other than laws, rules, regulations, and orders the non-compliance with which,individually or in the aggregate, could not reasonably be expected to result ina Material Adverse Change.

**5.11**        **Leases**. Pay when due all rents and other material amounts payable under anymaterial leases to which such Credit Party or any Subsidiary of such CreditParty is a party or by which any Credit Party’s or any of its Subsidiaries’properties and assets are bound, unless such payments are the subject of aPermitted Protest.

**5.12**        **Existence**.  Except as permitted by Section 6.3, atall times preserve and keep in full force and effect each Credit Party’s andeach of its Subsidiaries’ (a) valid existence, (b) good standing, except ascould not reasonably be expected to result in a Material Adverse Change, and(c) rights, franchises, permits, licenses, accreditations, authorizations, orother approvals material to their businesses.

**5.13**        **Environmental**.

(a)           Keep any propertyeither owned or operated by any Credit Party or any Subsidiary of a CreditParty free of any Environmental Liens or post bonds or other financial assurancessufficient to satisfy the obligations or liability evidenced by suchEnvironmental Liens, (b) comply with Environmental Laws, except wherefailure to do so could not reasonably be expected to result in an EnvironmentalLien on any Collateral or result in a Material Adverse Change, and provide toAgent documentation of such compliance which Agent reasonably requests,(c) promptly notify Agent of any release of a Hazardous Material in anyreportable quantity from or onto property owned or operated by any Credit Partyor any Subsidiary of a Credit Party and take any Remedial Actions required toabate said release or otherwise to come into compliance with applicableEnvironmental Law, except where failure to come into compliance could notreasonably be expected to result in an Environmental Lien on any Collateral orresult in a Material Adverse Change, and (d) promptly, but in any eventwithin 5 Business Days of its receipt thereof, provide Agent with writtennotice of any of the following: (i) notice that an Environmental Lien has been filed against any ofthe real or personal property of any Credit Party or any Subsidiary of a CreditParty, (ii) commencement of any Environmental Action or notice that anEnvironmental Action will be filed against any Credit Party or any Subsidiaryof a Credit Party, and (iii) notice of a violation, citation, or otheradministrative order which reasonably could be expected to result in a MaterialAdverse Change.

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**5.14**        **Disclosure Updates**.  Promptly and in no event later than 5Business Days after obtaining knowledge thereof, (a) notify Agent if anywritten information, exhibit, or report furnished to the Lender Groupcontained, at the time it was furnished, any untrue statement of a materialfact or omitted to state any material fact necessary to make the statementscontained therein not misleading in light of the circumstances in which madeand (b) provide to Agent notice of any changes or other modifications to theInvestment Policy.  The foregoing to thecontrary notwithstanding, any notification pursuant to the foregoing provisionwill not cure or remedy the effect of the prior untrue statement of a materialfact or omission of any material fact nor shall any such notification have theeffect of amending or modifying this Agreement or any of the Schedules heretoor to the Disclosure Letter.

**5.15**        **Control Agreements**.  Take all reasonable steps requested by Agentin order for Agent to obtain control in accordance with Sections 8-106,9-104, 9-105, 9-106, and 9-107 of the Code with respectto (subject to the proviso contained in Section 6.12) all of itsSecurities Accounts, Deposit Accounts, electronic chattel paper, investmentproperty, and letter-of-credit rights.

**5.16**        **Formation of Subsidiaries**.  At the time that any Credit Party forms anydirect or indirect Subsidiary or acquires any direct or indirect Subsidiaryafter the Closing Date, such Credit Party shall, as Agent may request(a) cause such new Subsidiary to provide to Agent a joinder hereto, to theGuaranty and the Security Agreement, together with such other securitydocuments (including Mortgages with respect to any Real Property of such newSubsidiary having a value of $250,000 or more) and joinders to such other LoanDocuments as Agent may request, as well as appropriate financing statements(and with respect to all property subject to a Mortgage, fixture filings), allin form and substance satisfactory to Agent in its Permitted Discretion(including being sufficient to grant Agent a first priority Lien (subject toPermitted Liens) in and to the assets of such newly formed or acquiredSubsidiary), (b) provide to Agent a pledge agreement and appropriatecertificates and powers and/or financing statements, hypothecating all of thedirect or beneficial ownership interest in such new Subsidiary, in form andsubstance satisfactory to Agent in its Permitted Discretion, and(c) provide to Agent all other documentation, including one or moreopinions of counsel satisfactory to Agent in its Permitted Discretion, which inits opinion is appropriate with respect to the execution and delivery of theapplicable documentation referred to above (including policies of titleinsurance or other documentation with respect to all property subject to aMortgage).  Any document, agreement, orinstrument executed or issued by a Credit Party pursuant to this Section 5.16shall be a Loan Document. Notwithstanding the foregoing, if (x) a Subsidiary that is so formed oracquired is a Controlled Foreign Corporation, then clause (a) of theimmediately preceding sentence shall not be applicable and, with respect toclause (b) of the immediately preceding sentence, such pledge shall be limitedto 65% of the voting power of all classes of capital Stock of such Subsidiaryentitled to vote and 100% of all other classes of Stock of such Subsidiary; provided,that immediately upon any amendment of the IRC that would allow the pledge of agreater percentage of the voting power of capital Stock in such Subsidiarywithout adverse tax consequences, such pledge shall include such greaterpercentage of capital Stock of such Subsidiary from that time forward or (y) atthe time of acquisition of any such direct or indirect Subsidiary, the CreditParty acquiring such Subsidiary delivers to Agent a certificate, duly executedby the chief financial officer of such Credit Party indicating that suchSubsidiary is to be merged into a Credit Party, then, unless such merger hasnot occurred within 30 days after the date of acquisition of such Subsidiary(or, if such acquisition constituted a Permitted Non-Cash Acquisition, 60 daysafter the date of such acquisition), such Subsidiary shall not be required toexecute any joinder or other such documentation as otherwise required by this Section 5.16;provided, however, with respect to any such Subsidiary to bemerged into a Credit Party, all certificates evidencing the Stock of suchSubsidiary, if any, shall be delivered to Agent along with all relateddocumentation required under this Section 5.16 within 5 BusinessDays of the acquisition of such Subsidiary.

**5.17**        **ERISA Compliance**.

(a)           Each Credit Partyshall do, and shall cause each of their respective Subsidiaries and ERISAAffiliates to do, each of the following: (i) maintain each Plan in compliance in all material respects with theapplicable provisions of ERISA, the IRC and each other applicable federal orstate law; (ii) cause each

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QualifiedPlan to maintain its qualified status under Section 401(a) of the IRC; (iii)make all required contributions to each Pension Plan and all materialcontributions to each other Plan; (iv) not become a party to any MultiemployerPlan; (v) ensure that all liabilities under each Plan are (A) funded to atleast the minimum level required by law or, if higher, to the level required bythe terms governing such Plan; (B) insured with a reputable insurance company,if applicable; and (C) provided for or recognized in the financial statementsmost recently delivered to Agent under Section 5.3 (to the extentrequired by GAAP); and (vi) ensure that the contributions or premium paymentsto or in respect of each Plan are and continue to be promptly paid at no lessthan the rates required under the rules of such Plan and in accordance with themost recent actuarial advice received in relation to such Plan and applicablelaw.

(b)           Deliver to Agentsuch certifications or other evidence of compliance with the provisions of Section4.13 for any Pension Plans as Agent may from time to time reasonably request.

(c)           Promptly notifyAgent of each of the following ERISA Events affecting any Credit Party, any oftheir respective Subsidiaries or any ERISA Affiliates (but in no event morethan ten (10) days after such event), together with a copy of each notice withrespect to such event that may be required to be filed with a GovernmentalAuthority and each notice delivered by a Governmental Authority to any CreditParty, any of their respective Subsidiaries or any ERISA Affiliates withrespect to such event:

(i)            an ERISA Event;

(ii)           the adoption of any new Pension Planby any Credit Party, any of their respective Subsidiaries or any ERISAAffiliates;

(iii)          the adoption of any amendment to aPension Plan, if such amendment will result in a material increase in benefitsor unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA);or

(iv)          the commencement of contributions byany Credit Party, any of their respective Subsidiaries or any ERISA Affiliateto any Plan that is subject to Title IV of ERISA or section 412 of the IRC;

(d)           Promptly deliver toAgent copies of (i) each Schedule B (Actuarial Information) to the annualreport (Form 5500 Series) filed by any Credit Party, any of their respectiveSubsidiaries or any ERISA Affiliates with the Internal Revenue Service withrespect to each Pension Plan; (ii) all notices received by any Credit Party,any of their respective Subsidiaries or any of their respective ERISAAffiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and(iii) such other documents or governmental reports or filings relating to anyPlan as Agent shall reasonably request.

**5.18**        **Restructuring of Cash Management.**  In the event, as of the most recent date ofdelivery of the reports and certificate required under Section 5.2(a),Excess Availability plus Qualified Cash is less than $35,000,000 or a Defaultor Event of Default has occurred and is continuing, then (a) within 5 BusinessDays after the date such reports and certificates are delivered, theAdministrative Borrower shall establish two separate Deposit Accounts to serveas the Designated Account and Cash Management Account of the AdministrativeBorrower and provide to Agent, within 5 Business Days after the date suchDeposit Accounts are established, Control Agreements with respect to suchDeposit Accounts and (b) within 5 Business Days after the date such reports andcertificates are delivered, the other Borrowers, as necessary, shall establishCash Management Accounts that do not serve as operating Deposit Accounts forsuch Borrowers and provide to Agent, within 5 Business Days after the date suchDeposit Accounts are established, Control Agreements with respect to suchDeposit Accounts.

**5.19**        **Further Assurances.**  At any time upon the request of Agent, theCredit Parties shall execute or deliver to Agent, and shall cause theirSubsidiaries to execute or deliver to Agent, any and all financing

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statements,fixture filings, security agreements, pledges, assignments, endorsements ofcertificates of title, mortgages, deeds of trust, opinions of counsel, and allother documents (collectively, the “Additional Documents”) that Agentmay reasonably request in form and substance satisfactory to Agent in itsPermitted Discretion, to create, perfect, and continue perfected or to betterperfect the Agent’s Liens in all of the properties and assets of such CreditParties and their Subsidiaries (whether now owned or hereafter arising oracquired, tangible or intangible, real or personal), to create and perfectLiens in favor of Agent in any Real Property acquired by any Credit Party orits Subsidiaries after the Closing Date which has a value of $250,000 or more,and in order to fully consummate all of the transactions contemplated herebyand under the other Loan Documents.  Tothe maximum extent permitted by applicable law, the Credit Parties authorizeAgent to execute any such Additional Documents in such Credit Party’s or itsSubsidiaries’ names, as applicable, and authorizes Agent to file such executedAdditional Documents in any appropriate filing office.  Without limiting the foregoing andnotwithstanding the provisions of item (d)(vii) on Schedule 3.1, at anytime upon the request of Agent, the Credit Parties shall cause all originalcertificates evidencing Stock which is or is intended to be subject to Agent’sLien to be promptly delivered to Agent along with stock powers therefor,executed in blank and otherwise in form and substance satisfactory to Agent.

**5.20**        **Post Closing Requirements**.  Within 30 days after the Closing Date, deliverto Agent:

(a)           all originalcertificates evidencing the Stock of all non-U.S. Subsidiaries of Parentpledged pursuant to the Security Agreement along with stock powers thereforduly executed in blank and otherwise in form and substance satisfactory to Agent,or, to the extent no such certificate is available, evidence of the notation ofAgent’s Lien on such Stock in the share registry of such non-U.S. Subsidiary,together with updated Schedules 4.8(c) and 4 to the DisclosureLetter which are complete and accurate as of such date;

(b)           evidence, in formand substance satisfactory to Agent, of either (i) the acknowledgment by theapplicable Governmental Authority of the receipt of all documentation andpayments necessary to release the tax Liens listed on Schedule 5.20(b)to the Disclosure Letter or (ii) the Credit Parties’ non-affiliation with thedebtor listed on such tax Liens, it being understood and agreed that nothingset forth in this Section 5.20(b) shall preclude Agent from imposing anyreserve under Section 2.1(b) with respect to such tax Liens;

(c)           evidence, in formand substance satisfactory to Agent, that Parent has submitted all filingsnecessary to register in Parent’s name all intellectual property listed on Schedule4.15 to the Disclosure Letter which is registered in the name of apredecessor in interest to Parent; and

(d)           evidence, in formand substance satisfactory to Agent, that each Credit Party has filedapplications and taken any and all other actions reasonably necessary toregister the set or collection of Copyrights (as defined in the SecurityAgreement) relating to each item of Software (as defined in the SecurityAgreement), and each new major release of such Software, of such Credit Partyconstituting the Required Library (as defined in the Security Agreement) as ofthe Closing Date, in good faith and in accordance with the procedures andregulations of the United States Copyright Office and in a manner sufficient toimpart constructive notice of such Credit Party’s ownership thereof.

**6.             NEGATIVE COVENANTS.**

EachCredit Party covenants and agrees that, until termination of all of theCommitments and payment in full of the Obligations, such Credit Party will notand will not permit any of its Subsidiaries to do any of the following:

**6.1**          **Indebtedness**.  Create, incur, assume, suffer to exist,guarantee, or otherwise become or remain, directly or indirectly, liable withrespect to any Indebtedness, except:

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(a)           Indebtednessevidenced by this Agreement and the other Loan Documents, together withIndebtedness owed to Underlying Issuers with respect to Underlying Letters ofCredit,

(b)           Indebtedness setforth on Schedule 4.19 to the Disclosure Letter and any RefinancingIndebtedness in respect of such Indebtedness,

(c)           Permitted PurchaseMoney Indebtedness and any Refinancing Indebtedness in respect of suchIndebtedness,

(d)           endorsement ofinstruments or other payment items for deposit,

(e)           Indebtednesscomprising Permitted Investments,

(f)            to the extentsubject to the Intercompany Subordination Agreement, Indebtedness owing to anyCredit Party or Subsidiary of a Credit Party who is a party to the IntercompanySubordination Agreement,

(g)           unsecuredIndebtedness under Hedge Agreements entered into in the ordinary course ofbusiness and not for speculative purposes,

(h)           unsecuredIndebtedness that is (i) on terms and conditions satisfactory to Agent and (ii)subordinated to the Obligations pursuant to a Subordination Agreementsatisfactory to Agent in form and substance,

(i)            guaranties by anyCredit Party of Indebtedness otherwise permitted under this Section 6.1,

(j)            unsecuredIndebtedness of a Credit Party that is incurred on the date of the consummationof a Permitted Non-Cash Acquisition solely for the purpose of consummating suchPermitted Non-Cash Acquisition so long as (i) no Event of Default has occurredand is continuing or would result therefrom, (ii) such unsecured Indebtednessis not incurred for working capital purposes, (iii) such unsecured Indebtednessdoes not mature prior to the date that is 12 months after the Maturity Date,and (iv) such Indebtedness is subordinated in right of payment to theObligations pursuant to a Subordination Agreement satisfactory to Agent in formand substance;

(k)           Indebtedness inrespect of deferred consideration payable under Section 2.3 of that certainShare Acquisition Agreement, dated as of December 1, 2006, by and among Parent,East Circle Solutions, Inc. and Scott Bieker, as in effect on the date hereofand disclosed to Agent, and

(l)            other unsecured Indebtednessin an aggregate principal amount not exceeding $1,000,000 at any one timeoutstanding;

provided, however,no Credit Party shall guaranty or otherwise become or remain, directly orindirectly, liable with respect to any obligations of Second Street.

**6.2**          **Liens**. Create, incur, assume, or suffer to exist, directly or indirectly, anyLien on or with respect to any of its assets, of any kind, whether now owned orhereafter acquired, or any income or profits therefrom, except for PermittedLiens.

**6.3**          **Restrictions on Fundamental Changes**.  Except for (w) mergers entered into inconnection with Permitted Acquisitions; provided, that, if Parentis a party to any such merger, Parent must be the surviving entity with respectto such merger, (x) any merger or dissolution of which Agent has receivedprompt written notice and which is a merger or dissolution of (i) a Borrowerwith respect to which another

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Borroweris the surviving entity or recipient of all proceeds of such dissolution, (ii)a Guarantor with respect to which any Credit Party is the surviving entity orrecipient of all proceeds of such dissolution, or (iii) any Subsidiary of anyCredit Party that is not also a Credit Party with respect to which a CreditParty or another Subsidiary of a Credit Party (other than Second Street) is thesurviving entity or recipient of all proceeds of such dissolution, (y)Permitted Dispositions and (z) mergers which will result in the termination ofthis Agreement and the repayment in full of the Obligations in accordance withthe terms of this Agreement:

(a)           enter into anymerger, consolidation, reorganization, or recapitalization, or reclassify itsStock,

(b)           liquidate, wind up,or dissolve itself (or suffer any liquidation or dissolution), or

(c)           suspend or go out ofa substantial portion of its or their business.

**6.4**          **Disposal of Assets**.  Other than Permitted Dispositions andPermitted Investments, convey, sell, lease, license, assign, transfer, orotherwise dispose of (or enter into an agreement to convey, sell, lease,license, assign, transfer or otherwise dispose of unless, as a result of thetransactions contemplated by such agreement, this Agreement will be terminatedand the Obligations repaid in full in accordance with the terms of thisAgreement) any of the assets of any Credit Party or any Subsidiary of a CreditParty, whether in one transaction or in a series of transactions.

**6.5**          **Change Name**.  Change any Credit Party’s or any of itsSubsidiaries’ name, organizational identification number, state of organization,or organizational identity; provided, however, that a CreditParty or a Subsidiary of a Credit Party may change its name so long as suchCredit Party notifies Agent thereof in writing and: (a) at the time of suchwritten notification, such Credit Party provides any financing statements orother such documentation necessary to perfect and continue perfected the Agent’sLiens and (b) within 5 Business Days after such name change is effective, suchCredit Party or such Subsidiary, as applicable, provides Agent with evidence ofsuch name change (including copies of any related public filings).

**6.6**          **Nature of Business**.  Make any change in the principal nature oftheir business as conducted on the Closing Date and disclosed to Agent, otherthan engaging in business activities related, complimentary or incidentalthereto; provided, that in the case of Second Street, SecondStreet shall not (a) engage in any business activity other than acting as anSEC-registered broker/dealer that provides independent research and brokerageservices to institutional investors and registered investment advisors on afully-disclosed basis, and the ability for such investors and advisors to payfor products and other third-party provided services through brokeragecommissions and other fee-based arrangements and (b) incur any liabilitiesother than in the ordinary course of its business.

**6.7**          **Payments and Amendments**.  Except in connection with RefinancingIndebtedness permitted by Section 6.1,

(a)           optionally prepay,redeem, defease, purchase, or otherwise acquire any Indebtedness of any CreditParty or any Subsidiary of a Credit Party prior to the maturity thereof, otherthan (i) the Obligations in accordance with this Agreement and (ii) theconversion of Indebtedness to equity and in connection therewith, payments ofcash in lieu of issuing fractional shares of Stock.

(b)           make any payment onaccount of any Indebtedness if such payment is not permitted at such time underthe Subordination Agreement related to such Indebtedness (if any), or

(c)           directly orindirectly, amend, modify, alter, increase, or change any of the terms orconditions of any agreement, instrument, document, indenture, or other writingevidencing or concerning (i) any Subordinated Indebtedness unless expresslypermitted under the terms of the applicable Subordination Agreement or (ii)Indebtedness permitted under Section 6.1(b).

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**6.8**          **[Reserved.]**

**6.9**          **Consignments**.  Consign any of their Inventory or sell any oftheir Inventory on bill and hold, sale or return, sale on approval, or otherconditional terms of sale.

**6.10**        **Distributions**.  Except for Permitted Distributions, make anydistribution or declare or pay any dividends (in cash or other property) on, orpurchase, acquire, redeem, or retire any of any Credit Party’s Stock, of anyclass, whether now or hereafter outstanding.

**6.11**        **Accounting Methods**.  Modify or change their fiscal year or theirmethod of accounting (other than as may be required to conform to GAAP).

**6.12**        **Investments**.  Except for Permitted Investments, directly orindirectly, make or acquire any Investment, or incur any liabilities (includingcontingent obligations) for or in connection with any Investment; provided,however, that (a) no Credit Party or any of its Subsidiaries (other thanSecond Street) shall have cash, Cash Equivalents and other PermittedInvestments (other than in the Cash Management Accounts) in Deposit Accounts orSecurities Accounts (other than Deposit Accounts exclusively used to fundpayroll obligations): (i) located in the United States in an amount in excessof $25,000 in the aggregate at any one time unless such Credit Party or suchSubsidiary, as applicable, and the applicable securities intermediary or bankhave entered into a Control Agreement governing such cash, Cash Equivalents andother Permitted Investments in order to perfect (and further establish) theAgent’s Liens therein or (ii) located outside the United States in an amount inexcess of $5,500,000 in the aggregate at any one time unless such Credit Partyor such Subsidiary, as applicable, and the applicable securities intermediaryor bank have entered into a Control Agreement governing such cash, CashEquivalents and other Permitted Investments in order to perfect (and furtherestablish) the Agent’s Liens therein and (b) Second Street shall not have cash,Cash Equivalents and other Permitted Investments in an aggregate amount inexcess of $5,500,000 for more than five (5) consecutive Business Days.  Subject to the foregoing proviso, the CreditParties shall not and shall not permit their respective Subsidiaries toestablish or maintain any Deposit Account or Securities Account unless Agentshall have received a Control Agreement in respect of such Deposit Account orSecurities Account.

**6.13**        **Transactions with Affiliates**.  Directly or indirectly enter into or permitto exist any transaction with any Affiliate of any Credit Party except for:

(a)           transactions (otherthan the payment of management, consulting, monitoring, or advisory fees)between Credit Parties or their Subsidiaries (other than Second Street), on theone hand, and any Affiliate of Credit Parties or their Subsidiaries (other thanSecond Street), on the other hand, so long as such transactions (i) areupon fair and reasonable terms, (ii) are fully disclosed to Agent if theyinvolve one or more payments by any Credit Party or any of Subsidiary of aCredit Party in excess of $500,000 for any single transaction or series oftransactions, and (iii) are no less favorable to Credit Parties or theirSubsidiaries, as applicable, than would be obtained in an arm’s lengthtransaction with a non-Affiliate;

(b)           the payment ofreasonable fees, compensation, or employee benefit arrangements to, and anyindemnity provided for the benefit of, officers, employees and outsidedirectors of Parent and any of its Subsidiaries in the ordinary course ofbusiness and consistent with industry practice;

(c)           transactionscontemplated by that certain Service Agreement, dated May 3, 2004, by andbetween Parent and Advent Europe Limited, as such agreement is in effect on thedate hereof and disclosed to Agent, and transactions contemplated by any otheragreement on substantially the same terms between any Credit Party and any ofits Subsidiaries; and

(d)           transactions thatare expressly permitted under the terms of Sections 6.3 or 6.4.

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**6.14**        **Use of Proceeds**.  Use the proceeds of the Advances for anypurpose other than (a) to finance the repurchase of Parent’s Stockpursuant to the Stock Repurchase Program so long as both before and aftergiving effect to any such repurchase (i) no Default or Event of Default hasoccurred or would occur and (ii) Excess Availability plus Qualified Cash equalsor exceeds $25,000,000, (b) to pay transactional fees, costs, and expensesincurred in connection with this Agreement, the other Loan Documents, and thetransactions contemplated hereby and thereby, and (c) consistent with theterms and conditions hereof, for its lawful and permitted purposes.

**6.15**        **[Reserved.]**

**6.16**        **Financial Covenant**.  In the event either (a) an Event of Defaulthas occurred and is continuing or (b) as of the most recent date of delivery ofthe reports and certificate required under Section 5.2(a), ExcessAvailability plus Qualified Cash is less than $50,000,000, have a LeverageRatio, measured as of the calendar quarter ending on or immediately prior tosuch date of determination, of more than 3.0 to 1.00.

**6.17**        **ERISA. **(a) Terminate or permit any of their ERISA Affiliates to, terminateany Pension Plan so as to result in any material liability to any Credit Partyor any of its Subsidiaries or any ERISA Affiliate, (b) permit to exist anyERISA Event, or any other event or condition, which presents the risk of amaterial liability to any ERISA Affiliate, (c) make a complete or partialwithdrawal (within the meaning of ERISA Section 4201) from any MultiemployerPlan so as to result in any material liability to any Credit Party, any of itsSubsidiaries or any ERISA Affiliate, (d) except as may be required byapplicable law, enter into any new Plan or modify any existing Plan so as toincrease its obligations thereunder which could result in any materialliability to any ERISA Affiliate, (e) permit the present value of allnonforfeitable accrued benefits under any Pension Plan (using the actuarialassumptions utilized by the PBGC upon termination of a Pension Plan) materiallyto exceed the fair market value of Pension Plan assets allocable to suchbenefits, all determined as of the most recent valuation date for each suchPension Plan, or (f) engage in any transaction which would cause anyobligation, or action taken or to be taken, hereunder (or the exercise by Agentor any Lender of any of their rights under this Agreement or the other LoanDocuments) to be a non-exempt (under a statutory or administrative classexemption) prohibited transaction under ERISA or Section 4975 of the IRC.

**7.             EVENTS OF DEFAULT.**

Anyone or more of the following events shall constitute an event of default (each,an “Event of Default”) under this Agreement:

**7.1**          Ifany Borrower fails to pay when due and payable, or when declared due andpayable, (a) all or any portion of the Obligations consisting of interest,fees, or charges due the Lender Group, reimbursement of Lender Group Expenses,or other amounts (other than any portion thereof constituting principal)constituting Obligations (including any portion thereof that accrues after thecommencement of an Insolvency Proceeding, regardless of whether allowed orallowable in whole or in part as a claim in any such Insolvency Proceeding), andsuch failure continues for a period of 3 Business Days, or (b) all or anyportion of the principal of the Obligations;

**7.2**          Ifany Credit Party or any Material Subsidiary of any Credit Party:

(a)           fails to perform orobserve any covenant or other agreement contained in any of Sections 2.7,5.2, 5.3, 5.4, 5.5, 5.8, 5.12, 5.14,5.16, 5.17, 5.18, 5.20 and 6.1 through 6.17of this Agreement or Sections 6, 8 or 10 of the Security Agreement;

(b)           fails to perform orobserve any covenant or other agreement contained in any of Sections 5.6,5.7, 5.9, 5.10, 5.11, 5.15 and 5.19of this Agreement and such failure continues for a period of 10 Business Daysafter the earlier of (i) the date on which such failure shall first becomeknown to any officer of

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theapplicable Credit Party or applicable Material Subsidiary or (ii) writtennotice thereof is given to Administrative Borrower by Agent; or

(c)           fails to perform orobserve any covenant or other agreement contained in this Agreement, or in anyof the other Loan Documents to which such Credit Party is a party; in eachcase, other than any such covenant or agreement that is the subject of anotherprovision of this Section 7 (in which event such other provision ofthis Section 7 shall govern), and such failure continues for aperiod of 30 days after the earlier of (i) the date on which such failureshall first become known to any officer of such Credit Party or(ii) written notice thereof is given to Administrative Borrower by Agent;

**7.3**          Ifany material portion of any Credit Party’s or any of its Subsidiaries’ assetsis attached, seized, subjected to a writ or distress warrant, or is leviedupon, or comes into the possession of any third Person and the same is notdischarged before the earlier of 30 days after the date it first arises or 5days prior to the date on which such property or asset is subject to forfeitureby such Credit Party or the applicable Subsidiary;

**7.4**          If anInsolvency Proceeding is commenced by any Credit Party or any Subsidiary of aCredit Party;

**7.5**          If anInsolvency Proceeding is commenced against any Credit Party or any Subsidiaryof a Credit Party, and any of the following events occur:  (a) the applicable Credit Party orSubsidiary consents to the institution of such Insolvency Proceeding againstit, (b) the petition commencing the Insolvency Proceeding is not timelycontroverted, (c) the petition commencing the Insolvency Proceeding is notdismissed within 60 calendar days of the date of the filing thereof,(d) an interim trustee is appointed to take possession of all or anysubstantial portion of the properties or assets of, or to operate all or anysubstantial portion of the business of, any Credit Party or any Subsidiary of aCredit Party, or (e) an order for relief shall have been issued or enteredtherein;

**7.6**          Ifany Credit Party or any Subsidiary of a Borrower is enjoined, restrained, or inany way prevented by court order from continuing to conduct all or any materialpart of its business affairs;

**7.7**          Ifone or more judgments, orders, or awards involving an aggregate amount of$5,000,000 or more (excluding amounts covered by insurance pursuant to whichthe insurer has accepted liability therefor in writing), or any lesser amountat any time when Availability is less than the amount of such judgment, orderor award, shall, in either case, be entered or filed against any Credit Partyor any Material Subsidiary of any Credit Party or with respect to any of theirrespective assets, and the same is not released, discharged, bonded against, orstayed pending appeal before the earlier of 30 days after the date it firstarises or 5 days prior to the date on which such asset is subject to beingforfeited by the applicable Credit Party or the applicable Material Subsidiary;

**7.8**          If,with respect to any other Indebtedness of any Credit Party or MaterialSubsidiary of any Credit Party involving an aggregate amount of $1,000,000 ormore or any other Indebtedness which is subject to a Subordination Agreement,(a) there is a default in one or more agreements to which any Credit Party orany Material Subsidiary of a Credit Party is a party with one or more thirdPersons relative to such Indebtedness, and such default (i) occurs at thefinal maturity of the obligations thereunder, or (ii) results in a right bysuch third Person(s), irrespective of whether exercised, to accelerate thematurity of the applicable Credit Party’s or Material Subsidiary’s obligationsthereunder or otherwise seek payment or institute action with respect to suchIndebtedness or (b) any such Indebtedness shall be required to be prepaid orredeemed (other than by a regularly scheduled required prepayment or redemptionpermitted to be made under the terms of the Loan Documents), prior to thestated maturity thereof;

**7.9**          Ifany warranty, representation, statement, or Record made herein or in any otherLoan Document or made or delivered to Agent or any Lender in connection withthis Agreement or any other Loan

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Documentby any Credit Party, any Material Subsidiary of a Credit Party or any of theirrespective officers, directors or managers proves to be untrue in any materialrespect (or in any respect if such warranty, representation or statement, byits terms, is already subject to a materiality qualifier) as of the date ofissuance or making or deemed making thereof;

**7.10**        If theobligation of any Guarantor under the Guaranty is limited or terminated byoperation of law or by such Guarantor;

**7.11**        If theSecurity Agreement or any other Loan Document that purports to create a Lien,shall, for any reason, fail or cease to create a valid and perfected and,except to the extent permitted by the terms hereof or thereof, first priorityLien on or security interest in the Collateral covered hereby or thereby,except as a result of a disposition of the applicable Collateral in atransaction permitted under this Agreement; or

**7.12**        Anymaterial provision of any Loan Document shall at any time for any reason bedeclared to be null and void, or the validity or enforceability thereof shallbe contested by any Credit Party or any Material Subsidiary of a Credit Party,or a proceeding shall be commenced by any Credit Party or any MaterialSubsidiary of a Credit Party, or by any Governmental Authority havingjurisdiction over any Credit Party or any Material Subsidiary of a CreditParty, seeking to establish the invalidity or unenforceability thereof, or anyCredit Party or any Material Subsidiary of a Credit Party shall deny that ithas any liability or obligation purported to be created under any LoanDocument.

**7.13**        If thereoccurs one or more ERISA Events which individually or in the aggregate resultsin or otherwise is associated with liability of any Credit Party, any of itsSubsidiaries, or any of their respective ERISA Affiliates (collectively, the “ControlledGroup ERISA Affiliates”) (or is reasonably likely****,****** ******as determined in the reasonable discretion of Agent,****to result in liability to any Credit Party, any of its Subsidiaries or any oftheir respective Controlled Group ERISA Affiliates in the case of liability ofany of their respective ERISA Affiliates that are not Controlled Group ERISAAffiliates) in excess of $1,000,000; or there exists, an amount of unfundedbenefit liabilities (as defined in Section 4001(a)(18) of ERISA), individuallyor in the aggregate for all Pension Plans maintained, sponsored or obligated tobe contributed by any Credit Party, any of its Subsidiaries or any of theirControlled Group ERISA Affiliates (excluding for purposes of such computationany Pension Plans with respect to which assets exceed benefit liabilities)which exceeds $1,000,000; or there exists, an amount of unfunded benefitliabilities (as defined in Section 4001(a)(18) of ERISA), individually or inthe aggregate for all Pension Plans maintained, sponsored or obligated to be contributedby ERISA Affiliate (excluding for purposes of such computation any PensionPlans with respect to which assets exceed benefit liabilities) which exceeds$1,000,000 and which is reasonably likely****, as determined in the reasonable discretion ofAgent,**** to result in liability of any Credit Party,any of its Subsidiaries, or any of their respective Controlled Group ERISAAffiliates.

**7.14**        **[Reserved.]**

**7.15**        If, inthe event any bank at which any Cash Management Account is maintained or anybank at which any Deposit Account of any Credit Party containing deposits ismaintained shall fail to comply with any of the material terms of any CashManagement Agreement or Control Agreement to which such bank is a party or anysecurities intermediary, commodity intermediary or other financial institutionat any time in custody, control or possession of any investment property of anyCredit Party shall fail to comply with any of the material terms of any ControlAgreement to which such Person is a party, and, in each case, any Credit Partyor any Material Subsidiary of any Credit Party fails to transfer such DepositAccount or Securities Account to a bank, securities intermediary, commodityintermediary or other financial institution reasonably satisfactory to theAgent within 30 days from the date such Credit Party or such MaterialSubsidiary of a Credit party becomes aware of the failure of such bank,securities intermediary, commodity intermediary or other financial institutionfails to comply with any of the material terms of the applicable CashManagement Agreement or Control Agreement.

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**7.16**        If anyChange of Control shall occur.

**8.             THE LENDER GROUP’S RIGHTS ANDREMEDIES.**

**8.1**          **Rights and Remedies**.  Upon the occurrence, and during thecontinuation, of an Event of Default, the Required Lenders (at their electionbut without notice of their election and without demand) may authorize andinstruct Agent to do any one or more of the following on behalf of the LenderGroup (and Agent, acting upon the instructions of the Required Lenders, shalldo the same on behalf of the Lender Group), all of which are authorized by eachCredit Party:

(a)           Declare all or anyportion of the Obligations, whether evidenced by this Agreement, by any of theother Loan Documents, or otherwise, immediately due and payable;

(b)           Cease advancingmoney or extending credit to or for the benefit of Borrowers under thisAgreement, under any of the Loan Documents, or under any other agreementbetween Borrowers and the Lender Group;

(c)           Terminate thisAgreement and any of the other Loan Documents as to any future liability orobligation of the Lender Group, but without affecting any of the Agent’s Liensin the Collateral and without affecting the Obligations; and

(d)           The Lender Groupshall have all other rights and remedies available at law or in equity orpursuant to any other Loan Document.

Theforegoing to the contrary notwithstanding, upon the occurrence of any Event ofDefault described in Section 7.4 or Section 7.5, inaddition to the remedies set forth above, without any notice to any CreditParty or any other Person or any act by the Lender Group, the Commitments shallautomatically terminate and the Obligations then outstanding, together with allaccrued and unpaid interest thereon and all fees and all other amounts dueunder this Agreement and the other Loan Documents, shall automatically andimmediately become due and payable, without presentment, demand, protest, ornotice of any kind, all of which are expressly waived by each Credit Party.

**8.2**          **Remedies Cumulative**.  The rights and remedies of the Lender Groupunder this Agreement, the other Loan Documents, and all other agreements shallbe cumulative.  The Lender Group shallhave all other rights and remedies not inconsistent herewith as provided underthe Code, by law, or in equity.  Noexercise by the Lender Group of one right or remedy shall be deemed anelection, and no waiver by the Lender Group of any Event of Default shall bedeemed a continuing waiver.  No delay bythe Lender Group shall constitute a waiver, election, or acquiescence by it.

**9.             TAXES AND EXPENSES.**

Ifany Credit Party or any of their respective Subsidiaries fails to pay anymonies (whether taxes, assessments, insurance premiums, or, in the case ofleased properties or assets, rents or other amounts payable under such leases)due to third Persons, or fails to make any deposits or furnish any requiredproof of payment or deposit, all as required under the terms of this Agreement,then, Agent, in its sole discretion and without prior notice to any such CreditParty or Subsidiary, may do any or all of the following:  (a) make payment of the same or any partthereof, (b) set up such reserves against the Availability or the MaximumRevolver Amount as Agent deems necessary to protect the Lender Group from theexposure created by such failure, or (c) in the case of the failure tocomply with Section 5.8 hereof, obtain and maintain insurancepolicies of the type described in Section 5.8 and take any actionwith respect to such policies as Agent deems prudent.  Any such amounts paid by Agent shallconstitute Lender Group Expenses and any such payments shall not constitute anagreement by the Lender Group to make similar payments in the future or awaiver by the Lender Group of any Event of Default under this Agreement.  Agent need not inquire as to, or contest thevalidity of,

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any such expense, tax, or Lien and the receipt of the usual officialnotice for the payment thereof shall be conclusive evidence that the same wasvalidly due and owing.

**10.          WAIVERS; INDEMNIFICATION.**

**10.1**        **Demand; Protest; etc**.  Each Credit Party waives demand, protest,notice of protest, notice of default or dishonor, notice of payment andnonpayment, nonpayment at maturity, release, compromise, settlement, extension,or renewal of documents, instruments, chattel paper, and guaranties at any timeheld by the Lender Group on which any such Credit Party may in any way beliable.

**10.2**        **The Lender Group’s Liability for Collateral**.  Each Credit Party hereby agrees that:  (a) so long as Agent complies with itsobligations, if any, under the Code or other applicable law, the Lender Groupshall not in any way or manner be liable or responsible for:  (i) the safekeeping of the Collateral,(ii) any loss or damage thereto occurring or arising in any manner or fashionfrom any cause, (iii) any diminution in the value thereof, or(iv) any act or default of any carrier, warehouseman, bailee, forwardingagency, or other Person, and (b) all risk of loss, damage, or destructionof the Collateral shall be borne by the Credit Parties.

**10.3**        **Indemnification**.  Each Credit Party shall jointly and severallypay, indemnify, defend, and hold the Agent-Related Persons, the Lender-RelatedPersons, and each Participant (each, an “Indemnified Person”) harmless(to the fullest extent permitted by law) from and against any and all claims,demands, suits, actions, investigations, proceedings, liabilities, fines,penalties and damages, and all reasonable fees and disbursements of attorneys,experts and consultants and all other costs and expenses actually incurred inconnection therewith or in connection with the enforcement of thisindemnification (as and when they are incurred and irrespective of whether suitis brought), at any time asserted against, imposed upon, or incurred by any ofthem (a) in connection with or as a result of or related to the execution,delivery, enforcement, performance, or administration (including anyrestructuring or workout with respect hereto) of this Agreement, any of theother Loan Documents, or the transactions contemplated hereby or thereby or themonitoring of any Credit Party’s or its Subsidiaries’ compliance with the termsof the Loan Documents, (b) with respect to any investigation, litigation,or proceeding related to this Agreement, any other Loan Document, or the use ofthe proceeds of the credit provided hereunder (irrespective of whether anyIndemnified Person is a party thereto), or any act, omission, event, orcircumstance in any manner related thereto and (c) in connection with orarising out of any presence or release of Hazardous Materials at, on, under, toor from any assets or properties owned, leased or operated by any Credit Partyor any of its Subsidiaries or any Environmental Actions, EnvironmentalLiabilities and Costs or Remedial Actions related in any way to any such assetsor properties of any Credit Party or any of its Subsidiaries (all theforegoing, collectively, the “Indemnified Liabilities”).  The foregoing to the contrarynotwithstanding, the Credit Parties shall have no obligation to any IndemnifiedPerson under this Section 10.3 with respect to any IndemnifiedLiability that a court of competent jurisdiction finally determines to haveresulted from the gross negligence or willful misconduct of such IndemnifiedPerson.  This provision shall survive thetermination of this Agreement and the repayment of the Obligations.  If any Indemnified Person makes any paymentto any other Indemnified Person with respect to an Indemnified Liability as towhich the Credit Parties were required to indemnify the Indemnified Personreceiving such payment, the Indemnified Person making such payment is entitledto be indemnified and reimbursed by the Credit Parties with respectthereto.  **WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACHINDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR INPART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCHINDEMNIFIED PERSON OR OF ANY OTHER PERSON.**

**10.4**        **Waiver of Consequential Damages, Etc**.  To the fullest extent permitted by applicablelaw, no Credit Party shall assert, and each Credit Party hereby waives, anyclaim against any Indemnified Person, on any theory of liability, for special,indirect, consequential or punitive damages (as opposed to direct or actualdamages) arising out of, in connection with, or as a result of, this Agreement,any other Loan Document or any agreement or instrument contemplated hereby, thetransactions contemplated hereby or thereby, any Advance, or Letter of Creditor the use of the proceeds thereof.  NoIndemnified Person shall be liable for any

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damagesarising from the use by unintended recipients of any information or othermaterials distributed by it through telecommunications, electronic or otherinformation transmission systems in connection with this Agreement or the otherLoan Documents or the transactions contemplated hereby or thereby.

**11.          NOTICES.**

Unlessotherwise provided in this Agreement, all notices or demands by any CreditParty or Agent to the other relating to this Agreement or any other LoanDocument shall be in writing and (except for financial statements and otherinformational documents which may be sent by first-class mail, postage prepaid)shall be personally delivered or sent by registered or certified mail (postageprepaid, return receipt requested), overnight courier, electronic mail (at suchemail addresses as Administrative Borrower or Agent, as applicable, maydesignate to each other in accordance herewith), or telefacsimile to Borrowersin care of Administrative Borrower or to Agent, as the case may be, at itsaddress set forth below:
| If to any Credit Party, in  care of Administrative Borrower at: | ** ** | **ADVENT SOFTWARE, INC.******600 Townsend Street San Francisco, California 94103  Attn:     Chief Financial Officer              Vice President of Finance              Chief Legal Officer  Fax No.: (415) 369-2912 |
|-----------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                            | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                       |
| with copies to:                                                 | ** ** | **WILSON, SONSINI, GOODRICH &  ROSATI, P.C.******650 Page Mill Road  Palo Alto, California 94304

Attn:  Mark A.  Bertelsen, Esq.

Fax No.: (650) 493.6811                                                                                                                                                                                              |
|                                                            | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                       |
| If to Agent:                                                    | ** ** | **WELLS FARGO FOOTHILL, INC.******2450 Colorado Avenue, Suite 3000 West  Santa Monica, CA 90404

Attn:  Business  Finance Division Manager  Fax No.: (310) 453-7413                                                                                                                                                                                         |
|                                                            | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                       |
| with copies to:                                                 | ** ** | **BINGHAM MCCUTCHEN LLP**

355 South Grand Avenue, Suite 4400  Los Angeles, CA 90071  Attn:  Sandra L. Montgomery, Esq.  Fax No.: (213) 680-6499                                                                                                                                                                                                            |

 

Agentand the Credit Parties may change the address at which they are to receivenotices hereunder, by notice in writing in the foregoing manner given to theother parties.  All notices or demandssent in accordance with this Section 11, other than notices byAgent in connection with enforcement rights against the Collateral under theprovisions of the Code, shall be deemed received on the earlier of the date ofactual receipt or 3 Business Days after the deposit thereof in the mail.  Each Credit Party acknowledges and agreesthat notices sent by the Lender Group in connection with the exercise ofenforcement rights against Collateral under the provisions of the Code shall bedeemed sent when deposited in the mail or personally delivered, or, wherepermitted by law, transmitted by telefacsimile or any other method set forthabove.

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**12.          CHOICE OF LAW AND VENUE; JURY TRIALWAIVER; JUDICIAL REFERENCE.**

(a)           THE VALIDITY OF THISAGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THECONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THECONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THERIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISINGHEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER,GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFCALIFORNIA.

(b)           THE PARTIES AGREETHAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT ANDTHE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND TOTHE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OFLOS ANGELES, STATE OF CALIFORNIA, PROVIDED, HOWEVER, THAT ANYSUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BEBROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENTELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BEFOUND.  EACH CREDIT PARTY AND EACH MEMBEROF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANYRIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUMNON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING ISBROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).

(c)           TO THE EXTENTPERMITTED BY LAW, EACH CREDIT PARTY AND EACH MEMBER OF THE LENDER GROUP HEREBYWAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTIONBASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THETRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH CREDIT PARTY AND EACH MEMBER OF THELENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLYAND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGALCOUNSEL.  IN THE EVENT OF LITIGATION, ACOPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THECOURT.

(d)           NOTWITHSTANDINGSECTION (c) ABOVE, ALL CLAIMS, CAUSES OF ACTION, CONTROVERSIES OR OTHERDISPUTES ARISING FROM, OR RELATED TO, THIS AGREEMENT (EACH, A “CLAIM”),INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THEWRITTEN REQUEST OF ANY PARTY HERETO, BE HEARD AND DETERMINED BY A REFEREEPURSUANT TO CHAPTER 6, SECTION 638 ET SEQ., OF THE CALIFORNIA CODE OFCIVIL PROCEDURE (A “REFERENCE”).  SUCH PARTIES SHALL SELECT ASINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE.  INTHE EVENT THAT SUCH PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BEAPPOINTED BY THE APPLICABLE COURT.  THE REFEREE SHALL REPORT A STATEMENTOF DECISION TO THE COURT.  NOTHING IN THIS SECTION 12(d) SHALLLIMIT THE RIGHT OF ANY PARTY TO THE REFERENCE AT ANY TIME TO EXERCISE SELF-HELPREMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES TO THE REFERENCE SHALL BEAR THE FEES AND EXPENSES OF THE REFEREEEQUALLY UNLESS THE REFEREE ORDERS OTHERWISE.  THE REFEREE SHALL ALSODETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION ANDENFORCEABILITY OF THIS SECTION 12(d).  THE PARTIES ACKNOWLEDGE ANDAGREE THAT NONE OF THE CLAIMS WILL BE ADJUDICATED OR HEARD BY A JURY.

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**13.          ASSIGNMENTS AND PARTICIPATIONS;SUCCESSORS.**

**13.1**        **Assignments and Participations**.

(a)           Any Lender mayassign and delegate to one or more assignees (each an “Assignee”) thatare Eligible Transferees all or any portion of the Obligations, the Commitmentsand the other rights and obligations of such Lender hereunder and under theother Loan Documents, in a minimum amount of, unless waived by the Agent, of$5,000,000 (except such minimum amount shall not apply to (x) an assignment ordelegation by any Lender to any other Lender or an Affiliate of any Lender or(y) a group of new Lenders, each of whom is an Affiliate of each other or afund or account managed by any such new Lender or an Affiliate of such newLender to the extent that the aggregate amount to be assigned to all such newLenders is at least $5,000,000); provided, however, that (A)Borrowers and Agent may continue to deal solely and directly with such Lenderin connection with the interest so assigned to an Assignee until(i) written notice of such assignment, together with payment instructions,addresses, and related information with respect to the Assignee, have beengiven to Administrative Borrower and Agent by such Lender and the Assignee,(ii) such Lender and its Assignee have delivered to AdministrativeBorrower and Agent an Assignment and Acceptance and Agent has notified theassigning Lender of its receipt thereof in accordance with Section 13.1(b),and (iii) unless waived by the Agent, the assigning Lender or Assignee haspaid to Agent for Agent’s separate account a processing fee in the amount of$3,500 and (B) unless an Event of Default then exists, prior to making such anassignment, such assigning Lender shall use good faith efforts to consult withAdministrative Borrower as to the proposed Assignee.  Anything contained herein to the contrarynotwithstanding, the payment of any fees shall not be required and the Assigneeneed not be an Eligible Transferee if such assignment is in connection with anymerger, consolidation, sale, transfer, or other disposition of all or anysubstantial portion of the business or loan portfolio of the assigning Lender.

(b)           From and after thedate that Agent notifies the assigning Lender (with a copy to AdministrativeBorrower) that it has received an executed Assignment and Acceptance and, ifapplicable, payment of the required processing fee, (i) the Assigneethereunder shall be a party hereto and, to the extent that rights andobligations hereunder have been assigned to it pursuant to such Assignment andAcceptance, shall have the rights and obligations of a Lender under the LoanDocuments, and (ii) the assigning Lender shall, to the extent that rightsand obligations hereunder and under the other Loan Documents have been assignedby it pursuant to such Assignment and Acceptance, relinquish its rights (exceptwith respect to Section 10.3 hereof) and be released from anyfuture obligations under this Agreement (and in the case of an Assignment andAcceptance covering all or the remaining portion of an assigning Lender’srights and obligations under this Agreement and the other Loan Documents, suchLender shall cease to be a party hereto and thereto), and such assignment shalleffect a novation among Borrowers, the assigning Lender and the Assignee; provided,however, that nothing contained herein shall release any assigningLender from obligations that survive the termination of this Agreement,including such assigning Lender’s obligations under Section 15 and Section 17.9of this Agreement.

(c)           By executing anddelivering an Assignment and Acceptance, the assigning Lender thereunder andthe Assignee thereunder confirm to and agree with each other and the otherparties hereto as follows: (i) other than as provided in such Assignment and Acceptance, suchassigning Lender makes no representation or warranty and assumes noresponsibility with respect to any statements, warranties or representationsmade in or in connection with this Agreement or the execution, legality,validity, enforceability, genuineness, sufficiency or value of this Agreementor any other Loan Document furnished pursuant hereto, (ii) such assigningLender makes no representation or warranty and assumes no responsibility withrespect to the financial condition of any Credit Party or its Subsidiaries orthe performance or observance by any Credit Party or its Subsidiaries of any ofits obligations under this Agreement or any other Loan Document furnishedpursuant hereto, (iii) such Assignee confirms that it has received a copyof this Agreement and the Subordination Agreements (if any), together with suchother documents and information as it has deemed appropriate to make its owncredit analysis and decision to enter into such Assignment and Acceptance,(iv) such Assignee will, independently and without reliance upon Agent,such assigning Lender or

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anyother Lender, and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit decisions in taking ornot taking action under this Agreement, (v5) such Assignee appoints andauthorizes Agent to take such actions and to exercise such powers under thisAgreement and the other Loan Documents as are delegated to Agent, by the termshereof, together with such powers as are reasonably incidental thereto,(vi) such Assignee agrees that it will perform all of the obligationswhich by the terms of this Agreement are required to be performed by it as aLender and (vii) such Assignee expressly assumes all rights and obligations ofsuch assigning Lender under the Subordination Agreements (if any) and agrees tobe bound by the terms thereof.

(d)           Immediately uponAgent’s receipt of the required processing fee, if applicable, and delivery ofnotice to the assigning Lender pursuant to Section 13.1(b), thisAgreement shall be deemed to be amended to the extent, but only to the extent,necessary to reflect the addition of the Assignee and the resulting adjustmentof the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitmentsof the assigning Lender *pro tanto*.

(e)           Any Lender may atany time sell to one or more commercial banks, financial institutions, or otherPersons (a “Participant”) participating interests in all or any portionof its Obligations, its Commitment, and the other rights and interests of thatLender (the “Originating Lender”) hereunder and under the other LoanDocuments; provided, however, that (i) the OriginatingLender shall remain a “Lender” for all purposes of this Agreement and the otherLoan Documents and the Participant receiving the participating interest in theObligations, the Commitments, and the other rights and interests of theOriginating Lender hereunder shall not constitute a “Lender” hereunder or underthe other Loan Documents and the Originating Lender’s obligations under thisAgreement shall remain unchanged, (ii) the Originating Lender shall remainsolely responsible for the performance of such obligations,(iii) Borrowers, Agent, and the Lenders shall continue to deal solely anddirectly with the Originating Lender in connection with the Originating Lender’srights and obligations under this Agreement and the other Loan Documents,(iv) no Lender shall transfer or grant any participating interest underwhich the Participant has the right to approve any amendment to, or any consentor waiver with respect to, this Agreement or any other Loan Document, except tothe extent such amendment to, or consent or waiver with respect to thisAgreement or of any other Loan Document would (A) extend the finalmaturity date of the Obligations hereunder in which such Participant is participating,(B) reduce the interest rate applicable to the Obligations hereunder inwhich such Participant is participating, (C) release all or substantiallyall of the Collateral or guaranties (except to the extent expressly providedherein or in any of the Loan Documents) supporting the Obligations hereunder inwhich such Participant is participating, (D) postpone the payment of, orreduce the amount of, the interest or fees payable to such Participant throughsuch Lender, or (E) change the amount or due dates of scheduled principalrepayments or prepayments or premiums, and (v) all amounts payable byBorrowers hereunder shall be determined as if such Lender had not sold suchparticipation, except that, if amounts outstanding under this Agreement are dueand unpaid, or shall have been declared or shall have become due and payableupon the occurrence of an Event of Default, each Participant shall be deemed tohave the right of set off in respect of its participating interest in amountsowing under this Agreement to the same extent as if the amount of itsparticipating interest were owing directly to it as a Lender under thisAgreement.  The rights of any Participantonly shall be derivative through the Originating Lender with whom suchParticipant participates and no Participant shall have any rights under thisAgreement or the other Loan Documents or any direct rights as to the otherLenders, Agent, Borrowers, the Collections of Borrowers or their Subsidiaries,the Collateral, or otherwise in respect of the Obligations.  No Participant shall have the right toparticipate directly in the making of decisions by the Lenders amongthemselves.

(f)            In connection withany such assignment or participation or proposed assignment or participation, aLender may, subject to the provisions of Section 17.9, disclose alldocuments and information which it now or hereafter may have relating to theCredit Parties and their respective Subsidiaries and their respectivebusinesses.

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(g)           Any other provisionin this Agreement notwithstanding, any Lender may at any time create a securityinterest in, or pledge, all or any portion of its rights under and interest inthis Agreement in favor of any Federal Reserve Bank in accordance withRegulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR§ 203.24, and such Federal Reserve Bank may enforce such pledge orsecurity interest in any manner permitted under applicable law.

**13.2**        **Successors**.  This Agreement shall bind and inure to thebenefit of the respective successors and assigns of each of the parties; provided,however, that no Credit Party may assign this Agreement or any of itsrights or duties hereunder without the Lenders’ prior written consent and anyprohibited assignment shall be absolutely void *abinitio*.  No consent toassignment by the Lenders shall release any Credit Party from its obligationshereunder or under any other Loan Document. A Lender may assign this Agreement and the other Loan Documents and itsrights and duties hereunder and thereunder pursuant to Section 13.1hereof and, except as expressly required pursuant to Section 13.1hereof, no consent or approval by any Credit Party is required in connectionwith any such assignment.

**14.          AMENDMENTS; WAIVERS.**

**14.1**        **Amendments and Waivers.**  Except for actions expressly permitted to betaken by Agent, no amendment or waiver of any provision of this Agreement orany other Loan Document (other than Bank Product Agreements or the Fee Letter),and no consent with respect to any departure by any Credit Party or a Subsidiaryof a Credit Party therefrom, shall be effective unless the same shall be inwriting and signed by the Required Lenders (or by Agent at the written requestof the Required Lenders) and then any such waiver or consent shall beeffective, but only in the specific instance and for the specific purpose forwhich given; provided, however, that no such waiver, amendment,or consent shall, unless in writing and signed by all of the Lenders directlyaffected thereby, do any of the following:

(a)           increase or extendany Commitment of any Lender,

(b)           postpone or delayany date fixed by this Agreement or any other Loan Document for any payment ofprincipal, interest, fees, or other amounts due hereunder or under any otherLoan Document,

(c)           reduce the principalof, or the rate of interest on, any loan or other extension of credithereunder, or reduce any fees or other amounts payable hereunder or under anyother Loan Document,

(d)           change the Pro RataShare that is required to take any action hereunder,

(e)           amend or modify thisSection or any provision of this Agreement providing for consent or otheraction by all Lenders,

(f)            other than aspermitted by Section 15.11, release Agent’s Lien in and to any ofthe Collateral,

(g)           change thedefinition of “Required Lenders” or “Pro Rata Share,”

(h)           contractuallysubordinate any of the Agent’s Liens,

(i)            other than inconnection with a merger, liquidation, dissolution or sale of such Personexpressly permitted by the terms hereof or the other Loan Documents, releaseany Credit Party from any obligation for the payment of money or from anyguaranty thereof,

(j)            amend any of theprovisions of Sections 2.4(b)(i) or 2.4(b)(ii),

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(k)           change thedefinitions of Loan Limit, Maximum Revolver Amount or change Section 2.1(b),or

(l)            amend any of theprovisions of Section 15;

provided further, however, that noamendment, waiver or consent shall, unless in writing and signed by Agent,Issuing Lender, or Swing Lender, as applicable, affect the rights or duties ofAgent, Issuing Lender, or Swing Lender, as applicable, under this Agreement orany other Loan Document; and provided further,however, any amendment or modification thatdirectly affects or alters the express rights or obligations of any CreditParty shall also require the consent or agreement of such Credit Party (which,in the case of any Borrower, may be given by the Administrative Borrower).  The foregoing notwithstanding, any amendment,modification, waiver, consent, termination, or release of, or with respect to,any provision of this Agreement or any other Loan Document that relates only tothe relationship of the Lender Group among themselves, and that does not affectthe rights or obligations of any Credit Party, shall not require consent by orthe agreement of any Credit Party. Without limiting the foregoing, upon the occurrence of an Event ofDefault, such Event of Default shall be deemed to continue and exist until suchtime as it has been waived in accordance with the terms of this Section 14.1.

**14.2**        **Replacement of Holdout Lender**.

(a)           If any action to betaken by the Lender Group or Agent hereunder requires the unanimous consent,authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”)fails to give its consent, authorization, or agreement, then Agent, upon atleast 5 Business Days prior irrevocable notice to the Holdout Lender, maypermanently replace the Holdout Lender with one or more substitute Lenders(each, a “Replacement Lender”), and the Holdout Lender shall have noright to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effectivedate for such replacement, which date shall not be later than 15 Business Daysafter the date such notice is given.

(b)           Prior to theeffective date of such replacement, the Holdout Lender and each ReplacementLender shall execute and deliver an Assignment and Acceptance, subject only tothe Holdout Lender being repaid its share of the outstanding Obligations(including an assumption of its Pro Rata Share of the Risk ParticipationLiability) without any premium or penalty of any kind whatsoever.  If the Holdout Lender shall refuse or fail toexecute and deliver any such Assignment and Acceptance prior to the effectivedate of such replacement, the Holdout Lender shall be deemed to have executedand delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance withthe terms of Section 13.1. Until such time as the Replacement Lenders shall have acquired all ofthe Obligations, the Commitments, and the other rights and obligations of theHoldout Lender hereunder and under the other Loan Documents, the Holdout Lendershall remain obligated to make the Holdout Lender’s Pro Rata Share of Advancesand to purchase a participation in each Letter of Credit, in an amount equal toits Pro Rata Share of the Risk Participation Liability of such Letter ofCredit.

**14.3**        **No Waivers; Cumulative Remedies**.  No failure by Agent or any Lender to exerciseany right, remedy, or option under this Agreement or any other Loan Document,or delay by Agent or any Lender in exercising the same, will operate as awaiver thereof.  No waiver by Agent orany Lender will be effective unless it is in writing, and then only to the extentspecifically stated.  No waiver by Agentor any Lender on any occasion shall affect or diminish Agent’s and each Lender’srights thereafter to require strict performance by the Credit Parties of anyprovision of this Agreement.  Agent’s andeach Lender’s rights under this Agreement and the other Loan Documents will becumulative and not exclusive of any other right or remedy that Agent or anyLender may have.

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**15.          AGENT; THE LENDER GROUP.**

**15.1**        **Appointment and Authorization of Agent**.  Each Lender hereby designates and appointsWFF as its representative under this Agreement and the other Loan Documents andeach Lender hereby irrevocably authorizes Agent to execute and deliver each ofthe other Loan Documents on its behalf and to take such other action on itsbehalf under the provisions of this Agreement and each other Loan Document andto exercise such powers and perform such duties as are expressly delegated to Agentby the terms of this Agreement or any other Loan Document, together with suchpowers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section 15.  The provisions of this Section 15are solely for the benefit of Agent and the Lenders, and the Credit Parties andtheir respective Subsidiaries shall have no rights as third party beneficiariesof any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement orin any other Loan Document notwithstanding, Agent shall not have any duties orresponsibilities, except those expressly set forth herein, nor shall Agent haveor be deemed to have any fiduciary relationship with any Lender, and no impliedcovenants, functions, responsibilities, duties, obligations or liabilitiesshall be read into this Agreement or any other Loan Document or otherwise existagainst Agent; it being expressly understood and agreed that the use of theword “Agent” is for convenience only, that WFF is merely the representative ofthe Lenders, and only has the contractual duties set forth herein.  Except as expressly otherwise provided inthis Agreement, Agent shall have and may use its sole discretion with respectto exercising or refraining from exercising any discretionary rights or takingor refraining from taking any actions that Agent expressly is entitled to takeor assert under or pursuant to this Agreement and the other LoanDocuments.  Without limiting thegenerality of the foregoing, or of any other provision of the Loan Documentsthat provides rights or powers to Agent, Lenders agree that Agent shall havethe right to exercise the following powers as long as this Agreement remains ineffect:  (a) maintain, in accordancewith its customary business practices, ledgers and records reflecting thestatus of the Obligations, the Collateral, the Collections of Borrowers andtheir Subsidiaries, and related matters, (b) execute or file any and allfinancing or similar statements or notices, amendments, renewals, supplements,documents, instruments, proofs of claim, notices and other written agreementswith respect to the Loan Documents, (c) make Advances, for itself or onbehalf of Lenders as provided in the Loan Documents, (d) exclusivelyreceive, apply, and distribute the Collections of Borrowers and theirSubsidiaries as provided in the Loan Documents, (e) open and maintain suchbank accounts and cash management arrangements as Agent deems necessary andappropriate in accordance with the Loan Documents for the foregoing purposeswith respect to the Collateral and the Collections of Borrowers and theirSubsidiaries, (f) perform, exercise, and enforce any and all other rightsand remedies of the Lender Group with respect to the Credit Parties or theirSubsidiaries, the Obligations, the Collateral, the Collections of Borrowers andtheir Subsidiaries, or otherwise related to any of same as provided in the LoanDocuments, and (g) incur and pay such Lender Group Expenses as Agent maydeem necessary or appropriate for the performance and fulfillment of itsfunctions and powers pursuant to the Loan Documents.

**15.2**        **Delegation of Duties**.  Agent may execute any of its duties underthis Agreement or any other Loan Document by or through agents, employees orattorneys in fact and shall be entitled to advice of counsel concerning allmatters pertaining to such duties.  Agentshall not be responsible for the negligence or misconduct of any agent orattorney in fact that it selects as long as such selection was made withoutgross negligence or willful misconduct.

**15.3**        **Liability of Agent**.  None of the Agent Related Persons shall(a) be liable for any action taken or omitted to be taken by any of themunder or in connection with this Agreement or any other Loan Document or thetransactions contemplated hereby (except for its own gross negligence orwillful misconduct), or (b) be responsible in any manner to any of theLenders for any recital, statement, representation or warranty made by anyCredit Party or any of its Subsidiaries or Affiliates, or any officer ordirector thereof, contained in this Agreement or in any other Loan Document, orin any certificate, report, statement or other document referred to or providedfor in, or received by Agent under or in connection with, this Agreement or anyother Loan Document, or the validity, effectiveness, genuineness,enforceability or sufficiency of this Agreement or any other Loan Document, orfor any failure of any Credit Party or its Subsidiaries or any other party toany

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LoanDocument to perform its obligations hereunder or thereunder.  No Agent Related Person shall be under anyobligation to any Lender to ascertain or to inquire as to the observance orperformance of any of the agreements contained in, or conditions of, thisAgreement or any other Loan Document, or to inspect the books and records orproperties of any Credit Party or its Subsidiaries.

**15.4**        **Reliance by Agent**.  Agent shall be entitled to rely, and shall befully protected in relying, upon any writing, resolution, notice, consent,certificate, affidavit, letter, telegram, telefacsimile or other electronicmethod of transmission, telex or telephone message, statement or other documentor conversation believed by it to be genuine and correct and to have beensigned, sent, or made by the proper Person or Persons, and upon advice andstatements of legal counsel (including counsel to any Credit Party or counselto any Lender), independent accountants and other experts selected by Agent.  Agent shall be fully justified in failing orrefusing to take any action under this Agreement or any other Loan Documentunless Agent shall first receive such advice or concurrence of the Lenders asit deems appropriate and until such instructions are received, Agent shall act,or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonablesatisfaction by the Lenders against any and all liability and expense that maybe incurred by it by reason of taking or continuing to take any suchaction.  Agent shall in all cases befully protected in acting, or in refraining from acting, under this Agreementor any other Loan Document in accordance with a request or consent of therequisite Lenders and such request and any action taken or failure to actpursuant thereto shall be binding upon all of the Lenders.

**15.5**        **Notice of Default or Event of Default**.  Agent shall not be deemed to have knowledgeor notice of the occurrence of any Default or Event of Default, except withrespect to defaults in the payment of principal, interest, fees, and expensesrequired to be paid to Agent for the account of the Lenders and, except withrespect to Events of Default of which Agent has actual knowledge, unless Agentshall have received written notice from a Lender or Administrative Borrowerreferring to this Agreement, describing such Default or Event of Default, andstating that such notice is a “notice of default.”  Agent promptly will notify the Lenders of itsreceipt of any such notice or of any Event of Default of which Agent has actualknowledge.  If any Lender obtains actualknowledge of any Event of Default, such Lender promptly shall notify the otherLenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to itsParticipants, if any.  Subject to Section 15.4,Agent shall take such action with respect to such Default or Event of Defaultas may be requested by the Required Lenders in accordance with Section 8;provided, however, that unless and until Agent has received anysuch request, Agent may (but shall not be obligated to) take such action, orrefrain from taking such action, with respect to such Default or Event ofDefault as it shall deem advisable.

**15.6**        **Credit Decision**.  Each Lender acknowledges that none of theAgent Related Persons has made any representation or warranty to it, and thatno act by Agent hereinafter taken, including any review of the affairs of anyCredit Party or its Subsidiaries or Affiliates, shall be deemed to constituteany representation or warranty by any Agent-Related Person to any Lender.  Each Lender represents to Agent that it has,independently and without reliance upon any Agent-Related Person and based onsuch documents and information as it has deemed appropriate, made its ownappraisal of and investigation into the business, prospects, operations,property, financial and other condition and creditworthiness of any CreditParty or any other Person party to a Loan Document, and all applicable bankregulatory laws relating to the transactions contemplated hereby, and made itsown decision to enter into this Agreement and to extend credit toBorrowers.  Each Lender also representsthat it will, independently and without reliance upon any Agent-Related Personand based on such documents and information as it shall deem appropriate at thetime, continue to make its own credit analysis, appraisals and decisions intaking or not taking action under this Agreement and the other Loan Documents,and to make such investigations as it deems necessary to inform itself as tothe business, prospects, operations, property, financial and other conditionand creditworthiness of any Credit Party or any other Person party to a LoanDocument.  Except for notices, reports,and other documents expressly herein required to be furnished to the Lenders byAgent, Agent shall not have any duty or responsibility to provide any Lenderwith any credit or other information concerning the business, prospects,

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operations,property, financial and other condition or creditworthiness of any Credit Partyor any other Person party to a Loan Document that may come into the possessionof any of the Agent Related Persons.

**15.7**        **Costs and Expenses; Indemnification**.  Agent may incur and pay Lender Group Expensesto the extent Agent reasonably deems necessary or appropriate for theperformance and fulfillment of its functions, powers, and obligations pursuantto the Loan Documents, including court costs, reasonably attorneys fees andexpenses, fees and expenses of financial accountants, advisors, consultants,and appraisers, costs of collection by outside collection agencies, auctioneerfees and expenses, and costs of security guards or insurance premiums paid tomaintain the Collateral, whether or not any Credit Party is obligated toreimburse Agent or Lenders for such expenses pursuant to this Agreement orotherwise.  Agent is authorized anddirected to deduct and retain sufficient amounts from the Collections of anyCredit Party and their Subsidiaries received by Agent to reimburse Agent forsuch out-of-pocket costs and expenses prior to the distribution of any amountsto Lenders.  In the event Agent is notreimbursed for such costs and expenses by Borrowers or their Subsidiaries, eachLender hereby agrees that it is and shall be obligated to pay to Agent suchLender’s Pro Rata Share thereof.  Whetheror not the transactions contemplated hereby are consummated, the Lenders shallindemnify upon demand the Agent Related Persons (to the extent not reimbursed byor on behalf of any Credit Party and without limiting the obligation of anyCredit Party to do so), according to their Pro Rata Shares, from and againstany and all Indemnified Liabilities; provided, however, that noLender shall be liable for the payment to any Agent Related Person of anyportion of such Indemnified Liabilities resulting solely from such Person’sgross negligence or willful misconduct nor shall any Lender be liable for theobligations of any Defaulting Lender in failing to make an Advance or otherextension of credit hereunder.  Withoutlimitation of the foregoing, each Lender shall reimburse Agent upon demand forsuch Lender’s Pro Rata Share of any costs or out of pocket expenses (includingattorneys, accountants, advisors, and consultants fees and expenses) incurredby Agent in connection with the preparation, execution, delivery,administration, modification, amendment, or enforcement (whether throughnegotiations, legal proceedings or otherwise) of, or legal advice in respect ofrights or responsibilities under, this Agreement, any other Loan Document, orany document contemplated by or referred to herein, to the extent that Agent isnot reimbursed for such expenses by or on behalf of any Credit Party.  The undertaking in this Section shall survivethe payment of all Obligations hereunder and the resignation or replacement ofAgent.

**15.8**        **Agent in Individual Capacity**.  WFF and its Affiliates may make loans to,issue letters of credit for the account of, accept deposits from, acquire equityinterests in, and generally engage in any kind of banking, trust, financialadvisory, underwriting, or other business with any Credit Party or itsSubsidiaries and Affiliates and any other Person party to any Loan Documents asthough WFF were not Agent hereunder, and, in each case, without notice to orconsent of the other members of the Lender Group.  The other members of the Lender Groupacknowledge that, pursuant to such activities, WFF or its Affiliates may receiveinformation regarding the Credit Parties or their respective Affiliates or anyother Person party to any Loan Documents that is subject to confidentialityobligations in favor of such Credit Parties, Affiliates or such other Personand that prohibit the disclosure of such information to the Lenders, and theLenders acknowledge that, in such circumstances (and in the absence of a waiverof such confidentiality obligations, which waiver Agent will use its reasonablebest efforts to obtain), Agent shall not be under any obligation to provide suchinformation to them.  The terms “Lender”and “Lenders” include WFF in its individual capacity.

**15.9**        **Successor Agent**.  Agent may resign as Agent upon 45 days noticeto the Lenders (unless such notice is waived by the Required Lenders).  If Agent resigns under this Agreement, theRequired Lenders shall appoint a successor Agent for the Lenders.  If no successor Agent is appointed prior tothe effective date of the resignation of Agent, Agent may appoint, afterconsulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any materialprovision of this Agreement or of applicable law, the Required Lenders mayagree in writing to remove and replace Agent with a successor Agent from amongthe Lenders.  In any such event, upon theacceptance of its appointment as successor Agent hereunder, such successorAgent shall succeed to all the rights, powers, and duties of the retiring Agentand the term “Agent” shall mean such successor Agent and the retiring Agent’sappointment, powers, and duties as Agent shall be terminated.  After any retiring Agent’s resignationhereunder as Agent, the provisions of this Section 15 shall

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inureto its benefit as to any actions taken or omitted to be taken by it while itwas Agent under this Agreement.  If nosuccessor Agent has accepted appointment as Agent by the date which is 45 daysfollowing a retiring Agent’s notice of resignation, the retiring Agent’sresignation shall nevertheless thereupon become effective and the Lenders shallperform all of the duties of Agent hereunder until such time, if any, as theLenders appoint a successor Agent as provided for above.

**15.10**      **Lender in Individual Capacity**.  Any Lender and its respective Affiliates maymake loans to, issue letters of credit for the account of, accept depositsfrom, acquire equity interests in and generally engage in any kind of banking,trust, financial advisory, underwriting or other business with any Credit Partyor its Subsidiaries and Affiliates and any other Person party to any LoanDocuments as though such Lender were not a Lender hereunder without notice toor consent of the other members of the Lender Group.  The other members of the Lender Groupacknowledge that, pursuant to such activities, such Lender and its respectiveAffiliates may receive information regarding a Credit Party or its Affiliatesand any other Person party to any Loan Documents that is subject toconfidentiality obligations in favor of such Credit Party or such other Personand that prohibit the disclosure of such information to the Lenders, and theLenders acknowledge that, in such circumstances (and in the absence of a waiverof such confidentiality obligations, which waiver such Lender will use itsreasonable best efforts to obtain), such Lender shall not be under anyobligation to provide such information to them.

**15.11**      **Collateral Matters**.

(a)           The Lenders herebyirrevocably authorize Agent, at its option and in its sole discretion, torelease any Lien on any Collateral (i) upon the termination of the Commitmentsand payment and satisfaction in full of all Obligations, (ii) constitutingproperty being sold or disposed of if a release is required or desirable inconnection therewith and if Administrative Borrower certifies to Agent that thesale or disposition is permitted under Section 6.4 of thisAgreement or the other Loan Documents (and Agent may rely conclusively on anysuch certificate, without further inquiry), (iii) constituting property inwhich no Credit Party or its Subsidiaries owned any interest at the time theAgent’s Lien was granted nor at any time thereafter, or (iv) constitutingproperty leased to a Credit Party or its Subsidiaries under a lease that hasexpired or is terminated in a transaction permitted under this Agreement.  Except as provided above, Agent will notexecute and deliver a release of any Lien on any Collateral without the priorwritten authorization of (y) if the release is of all or substantially allof the Collateral, all of the Lenders, or (z) otherwise, the RequiredLenders.  Upon request by Agent orAdministrative Borrower at any time, the Lenders will confirm in writing Agent’sauthority to release any such Liens on particular types or items of Collateralpursuant to this Section 15.11; provided, however,that (1) Agent shall not be required to execute any document necessary toevidence such release on terms that, in Agent’s opinion, would expose Agent toliability or create any obligation or entail any consequence other than therelease of such Lien without recourse, representation, or warranty, and(2) such release shall not in any manner discharge, affect, or impair theObligations or any Liens (other than those expressly being released) upon (orobligations of any Credit Party in respect of) all interests retained by the applicableCredit Party, including, the proceeds of any sale, all of which shall continueto constitute part of the Collateral.

(b)           Agent shall have noobligation whatsoever to any of the Lenders to assure that the Collateralexists or is owned by any Credit Party or any of its Subsidiaries or is caredfor, protected, or insured or has been encumbered, or that the Agent’s Lienshave been properly or sufficiently or lawfully created, perfected, protected,or enforced or are entitled to any particular priority, or to exercise at allor in any particular manner or under any duty of care, disclosure or fidelity,or to continue exercising, any of the rights, authorities and powers granted oravailable to Agent pursuant to any of the Loan Documents, it being understoodand agreed that in respect of the Collateral, or any act, omission, or eventrelated thereto, subject to the terms and conditions contained herein, Agentmay act in any manner it may deem appropriate, in its sole discretion givenAgent’s own interest in the Collateral in its capacity as one of the Lendersand that Agent shall have no other duty or liability whatsoever to any Lenderas to any of the foregoing, except as otherwise provided herein.

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**15.12**      **Restrictions on Actions by Lenders; Sharing of Payments**.

(a)           Each of the Lendersagrees that it shall not, without the express written consent of Agent, andthat it shall, to the extent it is lawfully entitled to do so, upon the writtenrequest of Agent, set off against the Obligations, any amounts owing by suchLender to any Credit Party or any of its Subsidiaries or any deposit accountsof such Credit Party or Subsidiary now or hereafter maintained with suchLender.  Each of the Lenders furtheragrees that it shall not, unless specifically requested to do so in writing byAgent, take or cause to be taken any action, including, the commencement of anylegal or equitable proceedings to enforce any Loan Document against any CreditParty or to foreclose any Lien on, or otherwise enforce any security interestin, any of the Collateral.

(b)           If, at any time ortimes any Lender shall receive (i) by payment, foreclosure, setoff, orotherwise, any proceeds of Collateral or any payments with respect to theObligations, except for any such proceeds or payments received by such Lenderfrom Agent pursuant to the terms of this Agreement, or (ii) payments fromAgent in excess of such Lender’s Pro Rata Share of all such distributions byAgent, such Lender promptly shall (A) turn the same over to Agent, inkind, and with such endorsements as may be required to negotiate the same toAgent, or in immediately available funds, as applicable, for the account of allof the Lenders and for application to the Obligations in accordance with theapplicable provisions of this Agreement, or (B) purchase, without recourseor warranty, an undivided interest and participation in the Obligations owed tothe other Lenders so that such excess payment received shall be applied ratablyas among the Lenders in accordance with their Pro Rata Shares; provided,however, that to the extent that such excess payment received by the purchasingparty is thereafter recovered from it, those purchases of participations shallbe rescinded in whole or in part, as applicable, and the applicable portion ofthe purchase price paid therefor shall be returned to such purchasing party,but without interest except to the extent that such purchasing party isrequired to pay interest in connection with the recovery of the excess payment.

**15.13**      **Agency for Perfection**.  Agent hereby appoints each other Lender asits agent (and each Lender hereby accepts such appointment) for the purpose ofperfecting the Agent’s Liens in assets which, in accordance with Article 8or Article 9, as applicable, of the Code can be perfected only by possession orcontrol.  Should any Lender obtainpossession or control of any such Collateral, such Lender shall notify Agentthereof, and, promptly upon Agent’s request therefor shall deliver possessionor control of such Collateral to Agent or in accordance with Agent’sinstructions.

**15.14**      **Payments by Agent to the Lenders**.  All payments to be made by Agent to theLenders shall be made by bank wire transfer of immediately available fundspursuant to such wire transfer instructions as each party may designate foritself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether suchpayment (or any portion thereof) represents principal, premium, fees, orinterest of the Obligations.

**15.15**      **Concerning the Collateral and Related Loan Documents**.  Each member of the Lender Group authorizesand directs Agent to enter into this Agreement and the other LoanDocuments.  Each member of the LenderGroup agrees that any action taken by Agent in accordance with the terms ofthis Agreement or the other Loan Documents relating to the Collateral and theexercise by Agent of its powers set forth therein or herein, together with suchother powers that are reasonably incidental thereto, shall be binding upon allof the Lenders.

**15.16**      **Field Audits and Examination Reports; Confidentiality;Disclaimers by Lenders; Other Reports and Information**.  By becoming a party to this Agreement, eachLender:

(a)           is deemed to haverequested that Agent furnish such Lender, promptly after it becomes available,a copy of each field audit or examination report respecting any Credit Party orits Subsidiaries (each a “Report” and collectively, “Reports”)prepared by or at the request of Agent, and Agent shall so furnish each Lenderwith such Reports,

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(b)           expressly agrees andacknowledges that Agent does not (i) make any representation or warrantyas to the accuracy of any Report, and (ii) shall not be liable for anyinformation contained in any Report,

(c)           expressly agrees andacknowledges that the Reports are not comprehensive audits or examinations,that Agent or other party performing any audit or examination will inspect onlyspecific information regarding a Credit Party or its Subsidiaries and will relysignificantly upon the books and records of the Credit Parties and theirrespective Subsidiaries’ books and records, as well as on representations ofsuch Person’s personnel,

(d)           agrees to keep allReports and other material, non-public information regarding the Credit Partiesand their respective Subsidiaries and their operations, assets, and existingand contemplated business plans in a confidential manner in accordance with Section 17.9,and

(e)           without limiting thegenerality of any other indemnification provision contained in this Agreement,agrees:  (i) to hold Agent and anysuch other Lender preparing a Report harmless from any action the indemnifyingLender may take or fail to take or any conclusion the indemnifying Lender mayreach or draw from any Report in connection with any loans or other credit accommodationsthat the indemnifying Lender has made or may make to Borrowers, or theindemnifying Lender’s participation in, or the indemnifying Lender’s purchaseof, a loan or loans of Borrowers; and (ii) to pay and protect, andindemnify, defend and hold Agent, and any such other Lender preparing a Reportharmless from and against, the claims, actions, proceedings, damages, costs,expenses, and other amounts (including, attorneys fees and costs) incurred byAgent and any such other Lender preparing a Report as the direct or indirectresult of any third parties who might obtain all or part of any Report throughthe indemnifying Lender.

Inaddition to the foregoing:  (x) anyLender may from time to time request of Agent in writing that Agent provide tosuch Lender a copy of any report or document provided by any Credit Party orits Subsidiaries to Agent that has not been contemporaneously provided by suchCredit Party or its Subsidiaries to such Lender, and, upon receipt of suchrequest, Agent promptly shall provide a copy of same to such Lender,(y) to the extent that Agent is entitled, under any provision of the LoanDocuments, to request additional reports or information from any Credit Partyor its Subsidiaries, any Lender may, from time to time, reasonably requestAgent to exercise such right as specified in such Lender’s notice to Agent,whereupon Agent promptly shall request of Administrative Borrower theadditional reports or information reasonably specified by such Lender, and,upon receipt thereof from Administrative Borrower, Agent promptly shall providea copy of same to such Lender, and (z) any time that Agent renders toAdministrative Borrower a statement regarding the Loan Account, Agent shallsend a copy of such statement to each Lender.

**15.17**      **Several Obligations; No Liability**.  Notwithstanding that certain of the LoanDocuments now or hereafter may have been or will be executed only by or infavor of Agent in its capacity as such, and not by or in favor of the Lenders,any and all obligations on the part of Agent (if any) to make any creditavailable hereunder shall constitute the several (and not joint) obligations ofthe respective Lenders on a ratable basis, according to their respectiveCommitments, to make an amount of such credit not to exceed, in principalamount, at any one time outstanding, the amount of their respectiveCommitments.  Nothing contained hereinshall confer upon any Lender any interest in, or subject any Lender to anyliability for, or in respect of, the business, assets, profits, losses, orliabilities of any other Lender.  EachLender shall be solely responsible for notifying its Participants of anymatters relating to the Loan Documents to the extent any such notice may berequired, and no Lender shall have any obligation, duty, or liability to anyParticipant of any other Lender.  Exceptas provided in Section 15.7, no member of the Lender Group shallhave any liability for the acts of any other member of the Lender Group.  No Lender shall be responsible to any CreditParty or any other Person for any failure by any other Lender to fulfill itsobligations to make credit available hereunder, nor to advance for it or on itsbehalf in connection with its Commitment, nor to take any other action on itsbehalf hereunder or in connection with the financing contemplated herein.

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**16.**          **WITHHOLDING TAXES.**

(a)           All payments made byany Borrower hereunder or under any note or other Loan Document will be madewithout setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, andwithout deduction or withholding for, any present or future Taxes, and in theevent any deduction or withholding of Taxes is required, each Borrower shallcomply with the penultimate sentence of this Section 16(a).  “Taxes” shall mean, any taxes, levies,imposts, duties, fees, assessments or other charges of whatever nature now orhereafter imposed by any jurisdiction or by any political subdivision or taxingauthority thereof or therein with respect to such payments (but excluding anytax imposed by any jurisdiction or by any political subdivision or taxingauthority thereof or therein measured by or based on the net income or netprofits of any Lender) and all interest, penalties or similar liabilities withrespect thereto.  If any Taxes are solevied or imposed, each Borrower agrees to pay the full amount of such Taxesand such additional amounts as may be necessary so that every payment of allamounts due under this Agreement, any note, or Loan Document, including anyamount paid pursuant to this Section 16(a) after withholding ordeduction for or on account of any Taxes, will not be less than the amountprovided for herein; provided, however, that Borrowers shall not be required toincrease any such amounts if the increase in such amount payable results fromAgent’s or such Lender’s own (i) failure to comply with Section 16(b) orSection 16(c) (other than as a result of a change in law after suchLender becomes a party hereto) or (ii) willful misconduct or gross negligence (asfinally determined by a court of competent jurisdiction).  Each Borrower will furnish to Agent aspromptly as possible after the date the payment of any Tax is due pursuant toapplicable law certified copies of tax receipts evidencing such payment by anyBorrower.  The Borrowers shall not berequired to indemnify any Lender or the Agents, or pay any additional amountsto any Lender or the Agent, in respect of United States withholding taxpursuant to this Section 16(a) to the extent that the obligation towithhold amounts with respect to United States withholding tax existed on thedate such Lender became a party to this Agreement, provided, however,that the foregoing shall not apply to the extent the indemnity payment oradditional amounts any assignee or transferee (other than a Participant) of aLender would be entitled to receive (without regard to this provision of Section16(a)) do not exceed the indemnity payment or additional amounts that thePerson making the assignment or transfer to such assignee or transferee (otherthan a Participant) would have been entitled to receive in the absence of suchassignment or transfer.

(b)           If a Lender claimsan exemption from United States withholding tax, Lender agrees with and infavor of Agent and any Borrower, to deliver to Agent:

(i)         if such Lender claims an exemption fromUnited States withholding tax pursuant to its portfolio interest exception, (A)a statement of the Lender, signed under penalty of perjury, that it is not a(I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10%shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of theIRC), or (III) a controlled foreign corporation related to any Borrower withinthe meaning of Section 864(d)(4) of the IRC, and (B) a properly completed andexecuted IRS Form W-8BEN, before receiving its first payment under thisAgreement and at any other time reasonably requested by Agent or any Borrower;

(ii)        if such Lender claims an exemption from,or a reduction of, withholding tax under a United States tax treaty, properlycompleted and executed IRS Form W-8BEN before receiving its first payment underthis Agreement and at any other time reasonably requested by Agent or anyBorrower;

(iii)       if such Lender claims that interest paidunder this Agreement is exempt from United States withholding tax because it iseffectively connected with a United States trade or business of such Lender,two properly completed and executed copies of IRS Form W-8ECI before receivingits first payment under this Agreement and at any other time reasonablyrequested by Agent or any Borrower; or

(iv)       such other form or forms, including IRSForm W-9, as may be required under the IRC or other laws of the United Statesas a condition to exemption from, or reduction of, United

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States withholding or backupwithholding tax before receiving its first payment under this Agreement and atany other time reasonably requested by Agent or any Borrower.

Lenderagrees promptly to notify Agent and Administrative Borrower of any change incircumstances which would modify or render invalid any claimed exemption orreduction.

(c)           If a Lender claimsan exemption from withholding tax in a jurisdiction other than the UnitedStates, Lender agrees with and in favor of Agent and Borrowers, to deliver toAgent any such form or forms, as may be required under the laws of suchjurisdiction as a condition to exemption from, or reduction of, foreignwithholding or backup withholding tax before receiving its first payment underthis Agreement and at any other time reasonably requested by Agent orAdministrative Borrower.

Lenderagrees promptly to notify Agent and Administrative Borrower of any change incircumstances which would modify or render invalid any claimed exemption orreduction.

(d)           If any Lender claimsexemption from, or reduction of, withholding tax and such Lender sells,assigns, grants a participation in, or otherwise transfers all or part of theObligations of Borrowers to such Lender, such Lender agrees to notify Agent andAdministrative Borrower of  thepercentage amount in which it is no longer the beneficial owner of Obligationsof Borrowers to such Lender.  To theextent of such percentage amount, Agent and Borrowers will treat such Lender’sdocumentation provided pursuant to Sections 16(b) or 16(c) as nolonger valid.  With respect to suchpercentage amount, such assigning Lender may provide new documentation,pursuant to Sections 16(b) or 16(c), if applicable.

(e)           If any Lender isentitled to a reduction in the applicable withholding tax, Agent may withholdfrom any interest payment to such Lender an amount equivalent to the applicablewithholding tax after taking into account such reduction.  If the forms or other documentation required bysubsection (b) or (c) of this Section 16 are not delivered to Agent,then Agent may withhold from any interest payment to such Lender not providingsuch forms or other documentation an amount equivalent to the applicablewithholding tax.

(f)            If the IRS or anyother Governmental Authority of the United States or other jurisdiction assertsa claim that Agent did not properly withhold tax from amounts paid to or forthe account of any Lender due to a failure on the part of the Lender (becausethe appropriate form was not delivered, was not properly executed, or becausesuch Lender failed to notify Agent of a change in circumstances which renderedthe exemption from, or reduction of, withholding tax ineffective, or for anyother reason) such Lender shall indemnify and hold Agent harmless for all amountspaid, directly or indirectly, by Agent, as tax or otherwise, includingpenalties and interest, and including any taxes imposed by any jurisdiction onthe amounts payable to Agent under this Section 16, together with allcosts and expenses (including attorneys fees and expenses).  The obligation of the Lenders under thissubsection shall survive the payment of all Obligations and the resignation orreplacement of Agent.

(g)           If Agent or a Lenderdetermines, in its sole discretion, that it has received a refund of any Taxesas to which it has been indemnified by a Borrower or with respect to which aBorrower has paid additional amounts pursuant to this Section 16, solong as no Default or Event of Default has occurred and is continuing, it shallpay to Administrative Borrower, for the benefit of such Borrower, an amountequal to such refund (but only to the extent of indemnity payments made, oradditional amounts paid, by such Borrower under this Section 16 withrespect to the Taxes giving rise to such refund), net of all out-of-pocketexpenses of Agent or such Lender, and without interest (other than any interestpaid by the relevant Governmental Authority with respect to such refund); providedthat Borrowers, upon the request of Agent or such Lender, agree, jointly andseverally, to repay the amount paid over to any Borrower (plus any penalties,interest or other charges imposed by the relevant Governmental Authority) underthis Section 16(g) to Agent or such Lender in the event Agent or suchLender is required to repay such refund to such Governmental Authority.

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ThisSection 16(g) shall not be construed to require Agent or any Lender tomake available its tax returns (or any other information relating to its taxesthat it deems confidential) to any Borrower or any other Person.

(h)           Any Lender claimingany additional amounts payable pursuant to this Section 16 agrees to usecommercially reasonable efforts (consistent with its internal policy and legaland regulatory restrictions) to change the jurisdiction of its applicablelending office if the making of such a change would avoid the need for ormaterially reduce the amount of, any such additional amounts that maythereafter accrue and would not, in the reasonable business judgment of suchLender be otherwise disadvantageous to such Lender.

**17.          GENERAL PROVISIONS.**

**17.1**        **Effectiveness**.  This Agreement shall be binding and deemedeffective when executed by the Credit Parties, Agent, and each Lender whosesignature is provided for on the signature pages hereof.

**17.2**        **Section Headings**.  Headings and numbers have been set forthherein for convenience only.  Unless thecontrary is compelled by the context, everything contained in each Sectionapplies equally to this entire Agreement.

**17.3**        **Interpretation**.  Neither this Agreement nor any uncertainty orambiguity herein shall be construed against the Lender Group or the CreditParties, whether under any rule of construction or otherwise.  On the contrary, this Agreement has been reviewedby all parties and shall be construed and interpreted according to the ordinarymeaning of the words used so as to accomplish fairly the purposes andintentions of all parties hereto.

**17.4**        **Severability of Provisions**.  Each provision of this Agreement shall beseverable from every other provision of this Agreement for the purpose ofdetermining the legal enforceability of any specific provision.

**17.5**        **Bank Product Providers**.  Each Bank Product Provider shall be deemed aparty hereto for purposes of any reference in a Loan Document to the partiesfor whom Agent is acting; it being understood and agreed that the rights andbenefits of such Bank Product Provider under the Loan Documents consistexclusively of such Bank Product Provider’s right to share in payments andcollections out of the Collateral as more fully set forth herein.  In connection with any such distribution ofpayments and collections, Agent shall be entitled to assume no amounts are dueto any Bank Product Provider unless such Bank Product Provider has notifiedAgent in writing of the amount of any such liability owed to it prior to suchdistribution.

**17.6**        **Lender-Creditor Relationship**.  The relationship between the Lenders andAgent, on the one hand, and Credit Parties, on the other hand, is solely thatof creditor and debtor.  No member of theLender Group has (or shall be deemed to have) any fiduciary relationship orduty to any Credit Party arising out of or in connection with, and there is noagency or joint venture relationship between the members of the Lender Group,on the one hand, and Credit Parties, on the other hand, by virtue of any LoanDocument or any transaction contemplated therein.

**17.7**        **Counterparts; Electronic Execution**.  This Agreement may be executed in any numberof counterparts and by different parties on separate counterparts, each ofwhich, when executed and delivered, shall be deemed to be an original, and allof which, when taken together, shall constitute but one and the sameAgreement.  Delivery of an executed counterpartof this Agreement by telefacsimile or other electronic method of transmissionshall be equally as effective as delivery of an original executed counterpartof this Agreement.  Any party deliveringan executed counterpart of this Agreement by telefacsimile or other electronicmethod of transmission also shall deliver an original executed counterpart ofthis Agreement but the failure to deliver an original executed counterpartshall not affect the validity, enforceability, and binding effect of thisAgreement.  The foregoing shall apply toeach other Loan Document mutatis mutandis.

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**17.8**        **Revival and Reinstatement of Obligations**.  If the incurrence or payment of theObligations by any Credit Party or the transfer to the Lender Group of anyproperty should for any reason subsequently be declared to be void or voidableunder any state or federal law relating to creditors’ rights, includingprovisions of the Bankruptcy Code relating to fraudulent conveyances,preferences, or other voidable or recoverable payments of money or transfers ofproperty (each a “Voidable Transfer”), and if the Lender Group isrequired to repay or restore, in whole or in part, any such Voidable Transfer,or elects to do so upon the reasonable advice of its counsel, then, as to anysuch Voidable Transfer, or the amount thereof that the Lender Group is requiredor elects to repay or restore, and as to all reasonable costs, expenses, andattorneys fees of the Lender Group related thereto, the liability of all CreditParties automatically shall be revived, reinstated, and restored and shallexist as though such Voidable Transfer had never been made.

**17.9**        **Confidentiality**.

(a)           Agent and Lenderseach individually (and not jointly or jointly and severally) agree thatmaterial, non-public information regarding the Credit Parties and theirrespective Subsidiaries, their operations, assets, and existing andcontemplated business plans shall be treated by Agent and the Lenders in aconfidential manner, and shall not be disclosed by Agent and the Lenders toPersons who are not parties to this Agreement, except:  (i) to attorneys for and other advisors,accountants, auditors, and consultants to any member of the Lender Group,(ii) to Subsidiaries and Affiliates of any member of the Lender Group(including the Bank Product Providers), provided that any such Subsidiary orAffiliate shall have agreed to receive such information hereunder subject tothe terms of this Section 17.9, (iii) as may be required bystatute, decision, or judicial or administrative order, rule, or regulation,(iv) as may be agreed to in advance by such Person or as requested orrequired by any Governmental Authority pursuant to any subpoena or other legalprocess, (v) as to any such information that is or becomes generallyavailable to the public (other than as a result of prohibited disclosure byAgent or the Lenders), (vi) in connection with any assignment,participation or pledge of any Lender’s interest under this Agreement, providedthat any such assignee, participant or pledgee shall have agreed in writing toreceive such information hereunder subject to the terms of this Section, and(vii) in connection with any litigation or other adversary proceedinginvolving parties hereto which such litigation or adversary proceeding involvesclaims related to the rights or duties of such parties under this Agreement or theother Loan Documents.  The provisions ofthis Section 17.9 shall survive for 2 years after the payment infull of the Obligations.

(b)           Anything in thisAgreement to the contrary notwithstanding, Agent may provide informationconcerning the terms and conditions of this Agreement and the other LoanDocuments to loan syndication and pricing reporting services.

**17.10**      **Lender Group Expenses****.**  Credit Parties agree to pay any and allLender Group Expenses promptly after demand therefor by Agent and agrees that theirobligations contained in this Section 17.10 shall survivepayment or satisfaction in full of all other Obligations.

**17.11**      **Patriot Act.** Each Lender that issubject to the requirements of the Patriot Act hereby notifies the CreditParties that pursuant to the requirements of the Patriot Act, it is required toobtain, verify and record information that identifies the Credit Parties, whichinformation includes the name and address of each Credit Party and otherinformation that will allow such Lender to identify the Credit Parties inaccordance with the Patriot Act.  CreditParties agree to provide all such information to Agent and the Lenders uponrequest by Agent at any time.

**17.12**      **Integration**.  This Agreement, together with the other LoanDocuments, reflects the entire understanding of the parties with respect to thetransactions contemplated hereby and shall not be contradicted or qualified byany other agreement, oral or written, before the date hereof.

**17.13**      **Parent as Agent for Borrowers**.  Each Borrower hereby irrevocably appointsParent as the borrowing agent and attorney-in-fact for all Borrowers (the “AdministrativeBorrower”) which appointment

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shallremain in full force and effect unless and until Agent shall have receivedprior written notice signed by each Borrower that such appointment has beenrevoked and that another Borrower has been appointed AdministrativeBorrower.  Each Borrower herebyirrevocably appoints and authorizes the Administrative Borrower (i) toprovide Agent with all notices with respect to Advances and Letters of Creditobtained for the benefit of any Borrower and all other notices and instructionsunder this Agreement and (ii) to take such action as the AdministrativeBorrower deems appropriate on its behalf to obtain Advances and Letters ofCredit and to exercise such other powers as are reasonably incidental theretoto carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral ofBorrowers in a combined fashion, as more fully set forth herein, is done solelyas an accommodation to Borrowers in order to utilize the collective borrowingpowers of Borrowers in the most efficient and economical manner and at theirrequest, and that Lender Group shall not incur liability to any Borrower or anyother Credit Party as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, fromthe handling of the Loan Account and the Collateral in a combined fashion sincethe successful operation of each Borrower is dependent on the continuedsuccessful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, eachBorrower hereby jointly and severally agrees to indemnify each member of theLender Group and hold each member of the Lender Group harmless against any andall liability, expense, loss or claim of damage or injury, made against theLender Group by any Borrower or by any third party whosoever, arising from orincurred by reason of (a) the handling of the Loan Account and Collateralof Borrowers as herein provided, (b) the Lender Group’s relying on anyinstructions of the Administrative Borrower, or (c) any other action takenby the Lender Group hereunder or under the other Loan Documents, except thatBorrowers will have no liability to the relevant Agent-Related Person orLender-Related Person under this Section 17.13 with respect to anyliability that has been finally determined by a court of competent jurisdictionto have resulted solely from the gross negligence or willful misconduct of suchAgent-Related Person or Lender-Related Person, as the case may be.

**17.14**      **Public Disclosure.**  Each Credit Party agrees that neither it norany of its Affiliates will issue any press release or other disclosure madegenerally available to the public using the name of Agent, any Lender or any oftheir respective Affiliates or referring to this Agreement or any other LoanDocument without the prior written consent of Agent and such Lender, except tothe extent that such Credit Party or such Affiliate is required to do so underapplicable law (in which event, such Credit Party or such Affiliate, asapplicable, will provide to Agent a copy of such press release or other publicdisclosure (other than filings made with the SEC in the ordinary course whichrefer to or describe the terms of this Agreement and the Loan Documents) beforeissuing such press release or other public disclosure).  Each Credit Party hereby authorizes Agent andeach Lender, with the consent of Administrative Borrower, to advertise theclosing of the transactions contemplated by this Agreement, and to makeappropriate announcements of the financial arrangements entered into among theparties hereto, as Agent and the Lenders shall deem appropriate, includingannouncements commonly known as tombstones, in such trade publications,business journals, newspapers of general circulation and to such selectedparties as Agent or such Lender shall deem appropriate.

**17.15**      **Electronic Delivery of Certain Information**.  With respect to information on Schedules tothis Agreement or the Disclosure Letter permitted to be updated by the CreditParties after the Closing Date and documents required to be delivered pursuantto Section 5.3, such information may be delivered pursuant to the transmissionof written notice to Agent including a link to a webpage accessible by Agentcontaining such information and specific identification of (a) the Schedule tobe updated and (b) the specific location of such information on such webpage.

**[Signature pages follow.]**

 

56

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**IN WITNESS WHEREOF**, the parties hereto havecaused this Agreement to be executed and delivered as of the date first abovewritten.
|        | ** ** | **ADVENT SOFTWARE, INC.,**a Delaware corporation                                   |
|--------|------------|------------------------------------------------------------------------------------|
|   | ** ** | ** **                                                                         |
|   | ** ** | ** **                                                                         |
|   | ** ** | By: /s/ Graham V. Smith                                                            |
|   | ** ** |                                                                               |
|   | ** ** | Graham V. Smith                                                                    |
|   | ** ** | Executive Vice President, Chief Financial Officer                                  |
|   | ** ** |                                                                               |
|   | ** ** | **HUB DATA INCORPORATED,******a Massachusetts corporation                          |
|   | ** ** | ** **                                                                         |
|   | ** ** | ** **                                                                         |
|   | ** ** | By: /s/ Graham V. Smith                                                            |
|   | ** ** | Graham V. Smith                                                                    |
|   | ** ** | Executive Vice President, Chief Financial Officer                                  |
|   | ** ** |                                                                               |
|   | ** ** | **MICROEDGE, INC.,******a New York corporation                                     |
|   | ** ** | ** **                                                                         |
|   | ** ** | ** **                                                                         |
|   | ** ** | By: /s/ Graham V. Smith                                                            |
|   | ** ** | Graham V. Smith                                                                    |
|   | ** ** | Executive Vice President, Chief Financial Officer                                  |
|   | ** ** | ** **                                                                         |
|   | ** ** | **WELLS FARGO FOOTHILL, INC.,**a California corporation,  as Agent and as a Lender |
|   | ** ** | ** **                                                                         |
|   | ** ** | ** **                                                                         |
|   | ** ** | By: /s/ Alexander E. Hechler                                                       |
|   | ** ** | Alexander E. Hechler                                                               |
|   | ** ** | Vice President                                                                     |

 

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**TABLE OF CONTENTS**
|        | ** ** | ** **                      | ** ** | ** **                                                                  | ** ** | ** ** | ** ** |   |
|--------|------------|---------------------------------|------------|-----------------------------------------------------------------------------|------------|------------|------------|--------|
| 1.     |       | DEFINITIONS AND  CONSTRUCTION   |       |                                                                        |       |
|   |       | 1.1                             |       | Definitions                                                                 |       |       |       |
|   |       | 1.2                             |       | Accounting Terms                                                            |       |       |       |
|   |       | 1.3                             |       | Code                                                                        |       |       |       |
|   |       | 1.4                             |       | Construction                                                                |       |       |       |
|   |       | 1.5                             |       | Schedules and  Exhibits                                                     |       |       |       |
| 2.     |       | LOAN AND TERMS  OF PAYMENT      |       |                                                                        |       |
|   |       | 2.1                             |       | Revolver  Advances                                                          |       |       |       |
|   |       | 2.2                             |       | [Reserved]                                                                  |       |       |       |
|   |       | 2.3                             |       | Borrowing  Procedures and Settlements                                       |       |       |       |
|   |       | 2.4                             |       | Payments                                                                    |       |       |       |
|   |       | 2.5                             |       | Overadvances;  Payment at Maturity                                          |       |       |       |
|   |       | 2.6                             |       | Interest Rates  and Letter of Credit Fee: Rates, Payments, and Calculations |       |       |       |
|   |       | 2.7                             |       | Cash Management                                                             |       |       |       |
|   |       | 2.8                             |       | Crediting  Payments; Clearance Charge                                       |       |       |       |
|   |       | 2.9                             |       | Designated  Account                                                         |       |       |       |
|   |       | 2.10                            |       | Maintenance of  Loan Account; Statements of Obligations                     |       |       |       |
|   |       | 2.11                            |       | Fees                                                                        |       |       |       |
|   |       | 2.12                            |       | Letters of  Credit                                                          |       |       |       |
|   |       | 2.13                            |       | LIBOR Option                                                                |       |       |       |
|   |       | 2.14                            |       | Capital  Requirements                                                       |       |       |       |
| 3.     |       | CONDITIONS; TERM  OF AGREEMENT  |       |                                                                        |       |
|   |       | 3.1                             |       | Conditions  Precedent to the Initial Extension of Credit                    |       |       |       |
|   |       | 3.2                             |       | Conditions  Precedent to all Extensions of Credit                           |       |       |       |
|   |       | 3.3                             |       | Term                                                                        |       |       |       |
|   |       | 3.4                             |       | Effect of  Termination                                                      |       |       |       |
|   |       | 3.5                             |       | Early  Termination by Borrowers                                             |       |       |       |
| 4.     |       | REPRESENTATIONS  AND WARRANTIES |       |                                                                        |       |
|   |       | 4.1                             |       | No Encumbrances                                                             |       |       |       |
|   |       | 4.2                             |       | Accounts                                                                    |       |       |       |
|   |       | 4.3                             |       | [Reserved]                                                                  |       |       |       |
|   |       | 4.4                             |       | Equipment                                                                   |       |       |       |
|   |       | 4.5                             |       | Location of Inventory and Equipment                                         |       |       |       |
|        |            |                                 |            |                                                                             |            |            |            |        |  |  |  |  |  |

 

i

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|        |   | 4.6                    |   | [Reserved]                                                                                                                       |   |   |   |
|--------|--------|------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|   |   | 4.7                    |   | Jurisdiction of  Organization; Location of Chief Executive Office; Organizational  Identification Number; Commercial Tort Claims |   |   |   |
|   |   | 4.8                    |   | Due Organization  and Qualification; Subsidiaries                                                                                |   |   |   |
|   |   | 4.9                    |   | Due  Authorization; No Conflict                                                                                                  |   |   |   |
|   |   | 4.10                   |   | Litigation                                                                                                                       |   |   |   |
|   |   | 4.11                   |   | No Material  Adverse Change                                                                                                      |   |   |   |
|   |   | 4.12                   |   | Fraudulent  Transfer                                                                                                             |   |   |   |
|   |   | 4.13                   |   | Employee  Benefits                                                                                                               |   |   |   |
|   |   | 4.14                   |   | Environmental  Condition                                                                                                         |   |   |   |
|   |   | 4.15                   |   | Intellectual  Property                                                                                                           |   |   |   |
|   |   | 4.16                   |   | Leases                                                                                                                           |   |   |   |
|   |   | 4.17                   |   | Deposit Accounts  and Securities Accounts                                                                                        |   |   |   |
|   |   | 4.18                   |   | Complete  Disclosure                                                                                                             |   |   |   |
|   |   | 4.19                   |   | Indebtedness                                                                                                                     |   |   |   |
|   |   | 4.20                   |   | Material  Contracts                                                                                                              |   |   |   |
|   |   | 4.21                   |   | Issuance of  Stock Options                                                                                                       |   |   |   |
| 5.     |   | AFFIRMATIVE  COVENANTS |   |                                                                                                                             |   |
|   |   | 5.1                    |   | Accounting  System                                                                                                               |   |   |   |
|   |   | 5.2                    |   | Collateral  Reporting                                                                                                            |   |   |   |
|   |   | 5.3                    |   | Financial  Statements, Reports, Certificates                                                                                     |   |   |   |
|   |   | 5.4                    |   | Credit Party  Reports                                                                                                            |   |   |   |
|   |   | 5.5                    |   | Inspection                                                                                                                       |   |   |   |
|   |   | 5.6                    |   | Maintenance of  Properties                                                                                                       |   |   |   |
|   |   | 5.7                    |   | Taxes                                                                                                                            |   |   |   |
|   |   | 5.8                    |   | Insurance                                                                                                                        |   |   |   |
|   |   | 5.9                    |   | Location of  Inventory and Equipment                                                                                             |   |   |   |
|   |   | 5.10                   |   | Compliance with  Laws                                                                                                            |   |   |   |
|   |   | 5.11                   |   | Leases                                                                                                                           |   |   |   |
|   |   | 5.12                   |   | Existence                                                                                                                        |   |   |   |
|   |   | 5.13                   |   | Environmental                                                                                                                    |   |   |   |
|   |   | 5.14                   |   | Disclosure  Updates                                                                                                              |   |   |   |
|   |   | 5.15                   |   | Control  Agreements                                                                                                              |   |   |   |
|   |   | 5.16                   |   | Formation of Subsidiaries                                                                                                        |   |   |   |

 

ii

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|        |   | 5.17                                         |   | ERISA Compliance                                  |   |   |   |
|--------|--------|----------------------------------------------|--------|---------------------------------------------------|--------|--------|--------|
|   |   | 5.18                                         |   | Restructuring of  Cash Management                 |   |   |   |
|   |   | 5.19                                         |   | Further Assurances                                |   |   |   |
|   |   | 5.20                                         |   | Post Closing  Requirements                        |   |   |   |
| 6.     |   | NEGATIVE  COVENANTS                          |   |                                              |   |
|   |   | 6.1                                          |   | Indebtedness                                      |   |   |   |
|   |   | 6.2                                          |   | Liens                                             |   |   |   |
|   |   | 6.3                                          |   | Restrictions on  Fundamental Changes              |   |   |   |
|   |   | 6.4                                          |   | Disposal of  Assets                               |   |   |   |
|   |   | 6.5                                          |   | Change Name                                       |   |   |   |
|   |   | 6.6                                          |   | Nature of  Business                               |   |   |   |
|   |   | 6.7                                          |   | Payments and  Amendments                          |   |   |   |
|   |   | 6.8                                          |   | [Reserved.]                                       |   |   |   |
|   |   | 6.9                                          |   | Consignments                                      |   |   |   |
|   |   | 6.10                                         |   | Distributions                                     |   |   |   |
|   |   | 6.11                                         |   | Accounting  Methods                               |   |   |   |
|   |   | 6.12                                         |   | Investments                                       |   |   |   |
|   |   | 6.13                                         |   | Transactions  with Affiliates                     |   |   |   |
|   |   | 6.14                                         |   | Use of Proceeds                                   |   |   |   |
|   |   | 6.15                                         |   | [Reserved.]                                       |   |   |   |
|   |   | 6.16                                         |   | Financial  Covenant                               |   |   |   |
|   |   | 6.17                                         |   | ERISA                                             |   |   |   |
| 7.     |   | EVENTS OF DEFAULT                            |   |                                              |   |
| 8.     |   | THE LENDER  GROUP’S RIGHTS AND REMEDIES |   |                                              |   |
|   |   | 8.1                                          |   | Rights and  Remedies                              |   |   |   |
|   |   | 8.2                                          |   | Remedies  Cumulative                              |   |   |   |
| 9.     |   | TAXES AND  EXPENSES                          |   | ** **                                        |   |
| 10.    |   | WAIVERS;  INDEMNIFICATION                    |   | ** **                                        |   |
|   |   | 10.1                                         |   | Demand; Protest;  etc                             |   |   |   |
|   |   | 10.2                                         |   | The Lender  Group’s Liability for Collateral |   |   |   |
|   |   | 10.3                                         |   | Indemnification                                   |   |   |   |
|   |   | 10.4                                         |   | Waiver of  Consequential Damages, Etc             |   |   |   |
| 11.    |   | NOTICES                                      |   |                                              |   |

 

iii

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| 12.    |   | CHOICE OF LAW  AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE |   |                                                                                                           |   |
|--------|--------|-----------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------|--------|
| 13.    |   | ASSIGNMENTS AND  PARTICIPATIONS; SUCCESSORS                     |   |                                                                                                           |   |
|   |   | 13.1                                                            |   | Assignments and  Participations                                                                                |   |   |   |
|   |   | 13.2                                                            |   | Successors                                                                                                     |   |   |   |
| 14.    |   | AMENDMENTS;  WAIVERS                                            |   |                                                                                                           |   |
|   |   | 14.1                                                            |   | Amendments and  Waivers                                                                                        |   |   |   |
|   |   | 14.2                                                            |   | Replacement of  Holdout Lender                                                                                 |   |   |   |
|   |   | 14.3                                                            |   | No Waivers;  Cumulative Remedies                                                                               |   |   |   |
| 15.    |   | AGENT; THE  LENDER GROUP                                        |   |                                                                                                           |   |
|   |   | 15.1                                                            |   | Appointment and  Authorization of Agent                                                                        |   |   |   |
|   |   | 15.2                                                            |   | Delegation of  Duties                                                                                          |   |   |   |
|   |   | 15.3                                                            |   | Liability of  Agent                                                                                            |   |   |   |
|   |   | 15.4                                                            |   | Reliance by  Agent                                                                                             |   |   |   |
|   |   | 15.5                                                            |   | Notice of  Default or Event of Default                                                                         |   |   |   |
|   |   | 15.6                                                            |   | Credit Decision                                                                                                |   |   |   |
|   |   | 15.7                                                            |   | Costs and  Expenses; Indemnification                                                                           |   |   |   |
|   |   | 15.8                                                            |   | Agent in  Individual Capacity                                                                                  |   |   |   |
|   |   | 15.9                                                            |   | Successor Agent                                                                                                |   |   |   |
|   |   | 15.10                                                           |   | Lender in  Individual Capacity                                                                                 |   |   |   |
|   |   | 15.11                                                           |   | Collateral  Matters                                                                                            |   |   |   |
|   |   | 15.12                                                           |   | Restrictions on  Actions by Lenders; Sharing of Payments                                                       |   |   |   |
|   |   | 15.13                                                           |   | Agency for  Perfection                                                                                         |   |   |   |
|   |   | 15.14                                                           |   | Payments by  Agent to the Lenders                                                                              |   |   |   |
|   |   | 15.15                                                           |   | Concerning the  Collateral and Related Loan Documents                                                          |   |   |   |
|   |   | 15.16                                                           |   | Field Audits and  Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports  and Information |   |   |   |
|   |   | 15.17                                                           |   | Several  Obligations; No Liability                                                                             |   |   |   |
| 16.    |   | WITHHOLDING  TAXES                                              |   |                                                                                                           |   |
| 17.    |   | GENERAL  PROVISIONS                                             |   |                                                                                                           |   |
|   |   | 17.1                                                            |   | Effectiveness                                                                                                  |   |   |   |
|   |   | 17.2                                                            |   | Section Headings                                                                                               |   |   |   |
|   |   | 17.3                                                            |   | Interpretation                                                                                                 |   |   |   |
|   |   | 17.4                                                            |   | Severability of  Provisions                                                                                    |   |   |   |
|   |   | 17.5                                                            |   | Bank Product Providers                                                                                         |   |   |   |

 

iv

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|        |   | 17.6  |   | Lender-Creditor  Relationship              |   |   |   |
|--------|--------|-------|--------|--------------------------------------------|--------|--------|--------|
|   |   | 17.7  |   | Counterparts;  Electronic Execution        |   |   |   |
|   |   | 17.8  |   | Revival and  Reinstatement of Obligations  |   |   |   |
|   |   | 17.9  |   | Confidentiality                            |   |   |   |
|   |   | 17.10 |   | Lender Group Expenses                      |   |   |   |
|   |   | 17.11 |   | Patriot Act                                |   |   |   |
|   |   | 17.12 |   | Integration                                |   |   |   |
|   |   | 17.13 |   | Parent as Agent  for Borrowers             |   |   |   |
|   |   | 17.14 |   | Public  Disclosure                         |   |   |   |
|   |   | 17.15 |   | Electronic Delivery of Certain Information |   |   |   |

** **

v

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**EXHIBITS AND SCHEDULESTO CREDIT AGREEMENT**
| Exhibit A-1  | Form of Assignment and Acceptance           |
|--------------|---------------------------------------------|
| Exhibit C-1  | Form of Compliance Certificate              |
| Exhibit L-1  | Form of LIBOR Notice                        |
| Exhibit L-2  | Form of Loan Limit Certificate              |
|         |                                        |
| Schedule A-1 | Agent’s Account                        |
| Schedule C-1 | Commitments                                 |
| ** **   | ** **                                  |
| Schedule 1.1 | Definitions                                 |
| Schedule 3.1 | Conditions Precedent                        |
| Schedule 5.2 | Collateral Reporting                        |
| Schedule 5.3 | Financial Statements, Reports, Certificates |

** **

1

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**Schedule C-1**

**Commitments**

| Lender                          | ** ** | **Commitment** | ** ** |
|---------------------------------|------------|----------------|------------|
| **Wells Fargo Foothill,  Inc.** |       | $75,000,000    |       |
| ** **                      |       |           |       |
| **All Lenders**                 |       | $75,000,000    |       |

 

 

1

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**SCHEDULE 1.1**

As used in theAgreement, the following terms shall have the following definitions:

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

“AccountDebtor” means any Person who is obligated on an Account, chattel paper, ora general intangible.

“ACHTransactions” means any cash management or related services (including theAutomated Clearing House processing of electronic fund transfers through thedirect Federal Reserve Fedline system) provided by a Bank Product Provider forthe account of Administrative Borrower or its Subsidiaries.

“AdditionalDocuments” has the meaning specified therefor in Section 5.19.

“AdministrativeBorrower” has the meaning specified therefor in Section 17.13.

“Advances”has the meaning specified therefor in Section 2.1(a).

“Acquisition”means (a) a Stock Acquisition, or (b) an Asset Acquisition, as thecontext requires.

“Affiliate”means, as applied to any Person, any other Person who controls, is controlledby, or is under common control with, such Person.  For purposes of this definition, “control”means the possession, directly or indirectly through one or moreintermediaries, of the power to direct the management and policies of a Person,whether through the ownership of Stock, by contract, or otherwise; provided,however, that, for purposes of Section 6.13 of theAgreement: (a) any Person which owns directly or indirectly 10% or more ofthe Stock having ordinary voting power for the election of directors or othermembers of the governing body of a Person or 10% or more of the partnership orother ownership interests of a Person (other than as a limited partner of suchPerson) shall be deemed an Affiliate of such Person, (b) each director (orcomparable manager) of a Person shall be deemed to be an Affiliate of suchPerson, and (c) each partnership in which a Person is a general partnershall be deemed an Affiliate of such Person.

“Agent”has the meaning specified therefor in the preamble to the Agreement.

“Agent-RelatedPersons” means Agent, together with its Affiliates, officers, directors,employees, attorneys, and agents.

“Agent’sAccount” means the Deposit Account of Agent identified on Schedule A-1.

“Agent’sLiens” means the Liens granted by any Credit Party to Agent under the LoanDocuments.

“Agreement”means the Credit Agreement to which this Schedule 1.1 is attached.

“AssetAcquisition” means the purchase or other acquisition by a Person or itsSubsidiaries of all or substantially all of the assets of any other Person.

“Assignee”has the meaning specified therefor in Section 13.1(a).

----

“Assignmentand Acceptance” means an Assignment and Acceptance Agreement substantiallyin the form of Exhibit A-1.

“AuthorizedPerson” means any officer or employee of Administrative Borrower.

“Availability”means, as of any date of determination, the amount that Borrowers are entitledto borrow as Advances under Section 2.1 of the Agreement (after givingeffect to all then outstanding Obligations (other than Bank ProductObligations) and all sublimits and reserves then applicable hereunder).

“BankProduct” means any financial accommodation extended to any Credit Party orits Subsidiaries by a Bank Product Provider (other than pursuant to theAgreement) including:  (a) creditcards, (b) credit card processing services, (c) debit cards,(d) purchase cards, (e) ACH Transactions, (f) cash management,including controlled disbursement, accounts or services, or(g) transactions under Hedge Agreements.

“BankProduct Agreements” means those agreements entered into from time to timeby any Credit Party or its Subsidiaries with a Bank Product Provider inconnection with the obtaining of any of the Bank Products.

“BankProduct Collateralization” means providing cash collateral (pursuant todocumentation reasonably satisfactory to Agent) to be held by Agent for thebenefit of the Bank Product Providers in an amount determined by Agent assufficient to satisfy the reasonably estimated credit exposure with respect tothe then existing Bank Products.

“BankProduct Obligations” means all obligations, liabilities, contingentreimbursement obligations, fees, and expenses owing by any Credit Party or itsSubsidiaries to any Bank Product Provider pursuant to or evidenced by the BankProduct Agreements and irrespective of whether for the payment of money,whether direct or indirect, absolute or contingent, due or to become due, nowexisting or hereafter arising, and including all such amounts that any CreditParty or its Subsidiaries are obligated to reimburse to Agent or any member ofthe Lender Group as a result of Agent or such member of the Lender Grouppurchasing participations from, or executing indemnities or reimbursementobligations to, a Bank Product Provider with respect to the Bank Productsprovided by such Bank Product Provider to any Credit Party or its Subsidiaries.

“BankProduct Provider” means Wells Fargo or any of its Affiliates.

“BankProduct Reserve” means, as of any date of determination, the lesser of(a) $7,500,000, and (b) the amount of reserves that Agent hasestablished (based upon the Bank Product Providers’ reasonable determination ofthe credit exposure of the Credit Parties’ and their respective Subsidiaries inrespect of Bank Products) in respect of Bank Products then provided oroutstanding.

“BankruptcyCode” means Title 11 of the United States Code.

“BaseLIBOR Rate” means the rate per annum, determined by Agent in accordancewith its customary procedures, and utilizing such electronic or other quotationsources as it considers appropriate, to be the rate at which Dollar deposits(for delivery on the first day of the requested Interest Period) are offered tomajor banks in the London interbank market 2 Business Days prior to thecommencement of the requested Interest Period, for a term and in an amountcomparable to the Interest Period and the amount of the LIBOR Rate Loanrequested (whether as an initial LIBOR Rate Loan or as a continuation of aLIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) byAdministrative Borrower in accordance with the Agreement, which determinationshall be conclusive in the absence of manifest error.

2

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“BaseRate” means, the rate of interest announced, from time to time, withinWells Fargo at its principal office in San Francisco as its “prime rate”, withthe understanding that the “prime rate” is one of Wells Fargo’s base rates (notnecessarily the lowest of such rates) and serves as the basis upon whicheffective rates of interest are calculated for those loans making referencethereto and is evidenced by the recording thereof after its announcement insuch internal publications as Wells Fargo may designate.

“BaseRate Loan” means the portion of the Advances that bears interest at a ratedetermined by reference to the Base Rate.

“BenefitPlan” means a “defined benefit plan” (as defined in Section 3(35)of ERISA) for which any Credit Party or any Subsidiary or ERISA Affiliate ofany Credit Party has been an “employer” (as defined in Section 3(5)of ERISA) within the past six years.

“Boardof Directors” means the board of directors (or comparable managers) ofParent (or as the context may require, of any Credit Party) or any committeethereof duly authorized to act on behalf of the board of directors (orcomparable managers).

“Borrower”and “Borrowers” have the respective meanings specified therefor in thepreamble to the Agreement.

“Borrowing”means a borrowing hereunder consisting of Advances made on the same day by theLenders (or Agent on behalf thereof), or by Swing Lender in the case of a SwingLoan, or by Agent in the case of a Protective Advance.

“BusinessDay” means any day that is not a Saturday, Sunday, or other day on whichbanks are authorized or required to close in the state of California or NewYork, except that, if a determination of a Business Day shall relate to a LIBORRate Loan, the term “Business Day” also shall exclude any day on which banksare closed for dealings in Dollar deposits in the London interbank market.

“CapitalExpenditures” means, with respect to any Person for any period, theaggregate of all expenditures by such Person and its Subsidiaries during suchperiod that are capital expenditures as determined in accordance with GAAP,whether such expenditures are paid in cash or financed.

“CapitalLease” means a lease that is required to be capitalized for financialreporting purposes in accordance with GAAP.

“CapitalizedLease Obligation” means that portion of the obligations under a CapitalLease that is required to be capitalized in accordance with GAAP.

“CashEquivalents” means (a) marketable direct obligations issued by, orunconditionally guaranteed by, the United States or issued by any agencythereof and backed by the full faith and credit of the United States, in eachcase maturing within 2 years from the date of acquisition thereof, (b) marketabledirect obligations issued by any state of the United States or any politicalsubdivision of any such state or any public instrumentality thereof maturingwithin 1 year from the date of acquisition thereof and, at the time ofacquisition, having one of the two highest ratings obtainable from eitherStandard & Poor’s Rating Group (“S&P”) or Moody’s InvestorsService, Inc. (“Moody’s”), (c) commercial paper maturing no morethan 270 days from the date of creation thereof and, at the time ofacquisition, having a rating of at least A-1 from S&P or at least P-1 fromMoody’s, (d) certificates of deposit or bankers’ acceptances maturingwithin 1 year from the date of acquisition thereof issued by any bank organizedunder the laws of the United States or any state thereof having at the date ofacquisition thereof combined capital and surplus of not less than $250,000,000,(e) Deposit 

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Accounts maintained with (i) any bank that satisfies the criteriadescribed in clause (d) above, or (ii) any other bank organized under thelaws of the United States or any state thereof so long as the amount maintainedwith any such other bank is less than or equal to $100,000 and is insured bythe Federal Deposit Insurance Corporation, and (f) Investments in moneymarket funds substantially all of whose assets are invested in the types ofassets described in clauses (a) through (e) above.

“CashManagement Account” has the meaning specified therefor in Section 2.7(a).

“CashManagement Agreements” means those certain cash management agreements, inform and substance satisfactory to Agent, each of which is among AdministrativeBorrower or one of its Subsidiaries, Agent, and one of the Cash ManagementBanks.

“CashManagement Bank” has the meaning specified therefor in Section 2.7(a).

“CashSweep Instruction” has the meaning specified therefor in Section 2.7(b).

“Changeof Control” means that (a) any “person” or “group” (within the meaningof Sections 13(d) and 14(d) of the Exchange Act), other than PermittedHolders, becomes the beneficial owner (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of 25%, or more, of the Stockof Parent****having the right to votefor the election of members of the Board of Directors, (c) a majority ofthe members of the Board of Directors do not constitute Continuing Directors or(d) other than pursuant to a transaction permitted under Section 6.3,any Credit Party fails to own and control, directly or indirectly, 100% of theStock of each of its Subsidiaries.

“ClosingDate” means the date of the making of the initial Advance (or otherextension of credit) hereunder or the date on which Agent sends AdministrativeBorrower a written notice that each of the conditions precedent set forth on Schedule3.1 either have been satisfied or have been waived.

“Code”means the California Uniform Commercial Code.

“Collateral”means all assets and interests in assets and proceeds thereof now owned orhereafter acquired by any Credit Party or its Subsidiaries in or upon which aLien is granted under any of the Loan Documents.

“CollateralAccess Agreement” means a landlord waiver, bailee letter, oracknowledgement agreement of any lessor, warehouseman, processor, consignee, orother Person in possession of, having a Lien upon, or having rights or interestsin any Credit Party’s or its Subsidiaries’ books and records, Equipment orInventory, in each case, in form and substance satisfactory to Agent.

“Collections”means *all*cash, checks, notes,instruments, and other items of payment (including insurance proceeds, proceedsof cash sales, rental proceeds, and tax refunds).

“Commitment”means, with respect to each Lender, its Commitment, and, with respect to allLenders, their Commitments, in each case as such Dollar amounts are set forthbeside such Lender’s name under the applicable heading on Schedule C-1or in the Assignment and Acceptance pursuant to which such Lender became aLender hereunder, as such amounts may be reduced or increased from time to timepursuant to assignments made in accordance with the provisions of Section 13.1or pursuant to Section 2.1(d).

“ComplianceCertificate” means a certificate substantially in the form of Exhibit C-1delivered by the chief financial officer of Parent to Agent.

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“ContinuingDirector” means (a) any member of the Board of Directors who was adirector (or comparable manager) of Parent (or any Credit Party, as the contextmay require) on the Closing Date, and (b) any individual who becomes amember of the Board of Directors after the Closing Date if such individual wasappointed or nominated for election to the Board of Directors by a majority ofthe Continuing Directors, but excluding any such individual originally proposedfor election in opposition to the Board of Directors in office at the ClosingDate in an actual or threatened election contest relating to the election ofthe directors (or comparable managers) of Parent (or any Credit Party, as thecontext may require) and whose initial assumption of office resulted from suchcontest or the settlement thereof.

“ControlAgreement” means a control agreement, in form and substance satisfactory toAgent, executed and delivered by a Credit Party or one of its Subsidiaries,Agent, and the applicable securities intermediary (with respect to a SecuritiesAccount) or bank (with respect to a Deposit Account).

“ControlledForeign Corporation” means a “controlled foreign corporation” as defined inthe IRC.

“CopyrightSecurity Agreement” has the meaning specified therefor in the SecurityAgreement.

“CreditParties” means, collectively, Borrowers and the Guarantors, and “CreditParty” means any one of them.

“DailyBalance” means, as of any date of determination and with respect to anyObligation, the amount of such Obligation owed at the end of such day.

“Default”means an event, condition, or default that, with the giving of notice, thepassage of time, or both, would be an Event of Default.

“DefaultingLender” means any Lender that fails to make any Advance (or other extensionof credit) that it is required to make hereunder on the date that it isrequired to do so hereunder.

“DefaultingLender Rate” means (a) for the first 3 days from and after the datethe relevant payment is due, the Base Rate, and (b) thereafter, theinterest rate then applicable to Advances that are Base Rate Loans.

“DepositAccount” means any deposit account as that term is defined in the Code.

“DesignatedAccount” means the Deposit Account of Administrative Borrower identified onSchedule D-1 to the Disclosure Letter.

“DesignatedAccount Bank” has the meaning specified therefor in Schedule D-1to the Disclosure Letter.

“DisclosureLetter” means that certain Disclosure Letter, dated the date hereof,delivered by the Credit Parties to Agent, in form and substance satisfactory tothe Agent.

“Dollars”or “$” means United States dollars.

“EBITDA”means, with respect to any fiscal period, Parent’s and its Subsidiaries’ (a)consolidated net earnings (or loss), minus (b) the sum of (i) extraordinarygains and interest income for such period and (ii) software development coststo the extent capitalized during such period, plus 

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(c) the sum of (i) interest expense, income taxes and depreciation andamortization for such period, (ii) non-cash charges for Stock basedcompensation to employees of Parent or its Subsidiaries for the 12 calendarmonth period ending on the last day of such fiscal period and (iii) during theperiod from October 1, 2006 through December 31, 2007, non-cash restructuringcharges; in each case, determined on a consolidated basis in accordance with GAAP.  For the purposes of calculating EBITDA forany period of four consecutive fiscal quarters (each, a “Reference Period”),if at any time during such Reference Period (and after the Closing Date) Parentor any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA forsuch Reference Period shall be calculated after giving pro forma effect theretoin accordance with Regulation S-X promulgated under the Exchange Act or in suchother manner acceptable to the Agent as if the Permitted Acquisition occurredon the first day of such Reference Period.

“EligibleTransferee” means (a) a commercial bank organized under the laws ofthe United States, or any state thereof, and having total assets in excess of$250,000,000, (b) a commercial bank organized under the laws of any othercountry which is a member of the Organization for Economic Cooperation andDevelopment or a political subdivision of any such country and which has totalassets in excess of $250,000,000, provided that such bank is acting through abranch or agency located in the United States, (c) a finance company,insurance company, financial institution or fund that is engaged in making,purchasing, or otherwise investing in commercial loans in the ordinary courseof its business and having (together with its Affiliates) total assets inexcess of $250,000,000, (d) any Lender or Affiliate (other thanindividuals) of a Lender, (e) so long as no Event of Default has occurredand is continuing, any other Person approved by Agent and AdministrativeBorrower (which approval of Administrative Borrower shall not be unreasonablywithheld, delayed, or conditioned), and (f) during the continuation of anEvent of Default, any other Person approved by Agent.

“EnvironmentalActions” means any complaint, summons, citation, notice, directive, order,claim, litigation, investigation, judicial or administrative proceeding,judgment, letter, or other written communication from any GovernmentalAuthority, or any third party involving violations of Environmental Laws orreleases of Hazardous Materials from (a) any assets, properties, orbusinesses of any Credit Party, any Subsidiary of a Credit Party, or any oftheir predecessors in interest, (b) from adjoining properties orbusinesses, or (c) from or onto any facilities which received HazardousMaterials generated by any Credit Party, any Subsidiary of a Credit Party, orany of their predecessors in interest.

“EnvironmentalLaw” means any applicable federal, state, provincial, foreign or localstatute, law, rule, regulation, ordinance, code, binding and enforceableguideline, binding and enforceable written policy or rule of common law now orhereafter in effect and in each case as amended, or any judicial oradministrative interpretation thereof, including any judicial or administrativeorder, consent decree or judgment, in each case, to the extent binding on anyCredit Party or any Subsidiary of a Credit Party, relating to the environment,the effect of the environment on employee health, or Hazardous Materials, in eachcase as amended from time to time.

“EnvironmentalLiabilities” means all liabilities, monetary obligations, losses, damages,punitive damages, consequential damages, treble damages, costs and expenses(including all reasonable fees, disbursements and expenses of counsel, experts,or consultants, and costs of investigation and feasibility studies), fines,penalties, sanctions, and interest incurred as a result of any claim or demand,or Remedial Action required, by any Governmental Authority or any third party,and which relate to any Environmental Action.

“EnvironmentalLien” means any Lien in favor of any Governmental Authority forEnvironmental Liabilities.

“Equipment”means equipment as that term is defined in the Code.

 

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“ERISA”means the Employee Retirement Income Security Act of 1974, as amended, fromtime to time, and the regulations promulgated thereunder.

“ERISAAffiliate” means each business or entity which is, or within the last sixyears was, a member of a “controlled group of corporations”, under “commoncontrol” or an “affiliated service group” with any Credit Party or any of theirrespective Subsidiaries within the meaning of Section 414(b), (c) or (m) of theIRC, required to be aggregated with any Credit Party or any of their respectiveSubsidiaries under Section 414(o) of the IRC, or is, or within the last sixyears was, under “common control” with any Credit Party or any of theirrespective Subsidiaries, within the meaning of Section 4001(a)(14) of ERISA.

“ERISAEvent” means (a) a reportable event as defined in Section 4043 ofERISA and the regulations issued under such Section with respect to a PensionPlan, excluding, however, such events as to which the PBGC by regulation haswaived the requirement of Section 4043(a) of ERISA that it be notifiedwithin 30 days of the occurrence of such event; (b) the applicability of therequirements of Section 4043(b) of ERISA with respect to a contributingsponsor, as defined in Section 4001(a)(13) of ERISA, to any Pension Planwhere an event described in paragraph (9), (10), (11), (12) or (13) ofSection 4043(c) of ERISA is reasonably expected to occur with respect tosuch plan within the following 30 days; (c) a withdrawal by any CreditParty, any of their respective Subsidiaries, or any ERISA Affiliate from aPension Plan or the termination of any Pension Plan resulting in liabilityunder Sections 4063 or 4064 of ERISA; (d) the withdrawal of anyCredit Party, any of their respective Subsidiaries, or ERISA Affiliate in a completeor partial withdrawal (within the meaning of Section 4203 and 4205 ofERISA) from any Multiemployer Plan if there is any potential liabilitytherefor, or the receipt by any Credit Party, any of their respectiveSubsidiaries, or ERISA Affiliate of notice from any Multiemployer Plan that itis in reorganization or insolvency pursuant to Section 4241 or 4245 ofERISA;  (e) the filing of a noticeof intent to terminate, the treatment of a plan amendment as a terminationunder Section 4041 or 4041A of ERISA, or the commencement of proceedingsby the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) theimposition of liability on any Credit Party, any of their respectiveSubsidiaries, or any ERISA Affiliate pursuant to Sections 4062(e) or 4069 of ERISAor by reason of the application of Section 4212(c) of ERISA; (g) thefailure by any Credit Party, any of their respective Subsidiaries, or any ERISAAffiliate to make any required contribution to a Pension Plan (or the failureto make a required contribution in any material respect with respect to anyPlan that is not a Pension Plan or a Multiemployer Plan), or the failure tomeet the minimum funding standard of Section 412 of the IRC with respect to anyPension Plan (whether or not waived in accordance with Section 412(d) of theIRC) or the failure to make by its due date a required installment underSection 412(m) of the IRC with respect to any Pension Plan or the failure tomake any required contribution to a Multiemployer Plan; (h) an event orcondition which might reasonably be expected to constitute grounds underSection 4042 of ERISA for the termination of, or the appointment of atrustee to administer, any Pension Plan or Multiemployer Plan; (i) theimposition of any material liability under Title I or Title IV of ERISA,other than PBGC premiums due but not delinquent under Section 4007 ofERISA, upon any Credit Party, any of their respective Subsidiaries or any ERISAAffiliate; (j) an application for a funding waiver under Section 303 ofERISA or an extension of any amortization period pursuant to Section 412of the IRC with respect to any Pension Plan; (k) the occurrence of a non-exemptprohibited transaction under Sections 406 or 407 of ERISA for which any CreditParty, or any of their respective Subsidiaries, may be directly or indirectlyliable and which is reasonably expected to result in a material liability toany Credit Party or any of their respective Subsidiaries; (l) a materialviolation of the applicable requirements of Section 404 or 405 ofERISA or the exclusive benefit rule under Section 401(a) of the IRC by anyfiduciary or disqualified person for which any Credit Party, any of theirrespective Subsidiaries or any ERISA Affiliate may be directly or indirectlyliable; (m) the occurrence of an act or omission which could give rise to theimposition on any Credit Party, any of their respective Subsidiaries, or anyERISA Affiliate of material fines, material penalties, material taxes ormaterial related charges under Chapter 43 of the IRC or under Sections 409,502(c), (i) or (1) or 4071 of ERISA; (n) the assertion of a material claim 

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(other than routine claims for benefits) against any Plan or the assetsthereof, or against any Credit Party or any of their respective Subsidiaries inconnection with any such Plan; (o) receipt from the Internal Revenue Service ofnotice of the failure of any Qualified Plan to qualify under Section 401(a) ofthe IRC, or the failure of any trust forming part of any Qualified Plan to failto qualify for exemption from taxation under Section 501(a) of the IRC; (p) theimposition of any lien on any of the rights, properties or assets of any CreditParty, any of their respective Subsidiaries, or any ERISA Affiliate, in eithercase pursuant to Section 302(f) of ERISA or Title IV of ERISA or to the penaltyor excise tax provisions of the IRC or to Section 401(a)(29) or 412(n) ofthe IRC; or (q) the establishment or amendment by any Credit Party or any oftheir respective Subsidiaries, of any “welfare plan”, as such term is definedin Section 3(1) of ERISA, that provides post-employment health benefits ina manner that would materially increase the liability of any Credit Party orany of their respective Subsidiaries.

“Eventof Default” has the meaning specified therefor in Section 7.

“ExcessAvailability” means, as of any date of determination, the amount equal toAvailability *minus* the aggregateamount, if any, of all trade payables of Borrowers and their Subsidiaries agedin excess of their historical levels with respect thereto and all bookoverdrafts of Borrowers and their Subsidiaries in excess of their historicalpractices with respect thereto, in each case as determined by Agent in itsPermitted Discretion.

“ExchangeAct” means the Securities Exchange Act of 1934.

“FeeLetter” means that certain fee letter, dated as of the date hereof, amongBorrowers and Agent, in form and substance satisfactory to Agent.

“FundedIndebtedness” means, as of any date of determination, all Indebtedness forborrowed money or letters of credit of Parent, determined on a consolidatedbasis in accordance with GAAP, that by its terms matures more than one yearafter the date of calculation, and any such Indebtedness maturing within oneyear from such date that is renewable or extendable at the option of Parent orits Subsidiaries, as applicable, to a date more than one year from such date,including, in any event, but without duplication, with respect to Parent andits Subsidiaries, the Revolver Usage, and the amount of their Capital LeaseObligations.

“FundingDate” means the date on which a Borrowing occurs.

“FundingLosses” has the meaning specified therefor in Section 2.13(b)(ii).

“GAAP”means generally accepted accounting principles as in effect from time to timein the United States, consistently applied.

“GoverningDocuments” means, with respect to any Person, the certificate or articlesof incorporation, by-laws, or other organizational documents of such Person.

“GovernmentalAuthority” means any federal, state, local, or other governmental oradministrative body, instrumentality, board, department, or agency or anycourt, tribunal, administrative hearing body, arbitration panel, commission, orother similar dispute-resolving panel or body.

“Guarantors”means any Person at any time providing a guaranty in favor of Agent, for thebenefit of the Lender Group and the Bank Product Providers, with respect to theObligations or whose assets are otherwise pledged as security for the repaymentof the Obligations; and “Guarantor” means any one of them.

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“Guaranty”means any guaranty at any time executed and delivered by any Guarantor in favorof Agent, for the benefit of the Lender Group and the Bank Product Providers,whether by execution of a joinder to the guaranty described in the foregoingclause (a) or otherwise.

“HazardousMaterials” means (a) substances that are defined or listed in, orotherwise classified pursuant to, any applicable laws or regulations as “hazardoussubstances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” orany other formulation intended to define, list, or classify substances byreason of deleterious properties such as ignitability, corrosivity, reactivity,carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil,petroleum, or petroleum derived substances, natural gas, natural gas liquids,synthetic gas, drilling fluids, produced waters, and other wastes associatedwith the exploration, development, or production of crude oil, natural gas, orgeothermal resources, (c) any flammable substances or explosives or anyradioactive materials, and (d) asbestos in any form or electricalequipment that contains any oil or dielectric fluid containing levels ofpolychlorinated biphenyls in excess of 50 parts per million.

“HedgeAgreement” means any and all agreements, or documents now existing orhereafter entered into by any Credit Party or any of its Subsidiaries thatprovide for an interest rate, credit, commodity or equity swap, cap, floor,collar, forward foreign exchange transaction, currency swap, cross currencyrate swap, currency option, or any combination of, or option with respect to,these or similar transactions, for the purpose of hedging such Credit Party’sor any of its Subsidiaries’ exposure to fluctuations in interest or exchangerates, loan, credit exchange, security or currency valuations or commodityprices.

“HoldoutLender” has the meaning specified therefor in Section 14.2(a).

“Indebtedness”means, without duplication, (a) all obligations for borrowed money,(b) all obligations evidenced by bonds, debentures, notes, or othersimilar instruments and all reimbursement or other obligations in respect ofletters of credit, bankers acceptances, interest rate swaps, hedges,derivatives or other similar products, (c) all obligations as a lesseeunder Capital Leases, (d) all obligations or liabilities of others securedby a Lien on any asset of a Person or its Subsidiaries, irrespective of whethersuch obligation or liability is assumed, (e) all obligations to pay thedeferred purchase price of assets (other than trade payables incurred in theordinary course of business and repayable in accordance with customary tradepractices), including, without limitation, earn-outs and other similarobligations, whether contingent or otherwise, (f) all obligations owingunder Hedge Agreements, and (g) any obligation guaranteeing or intended toguarantee (whether directly or indirectly guaranteed, endorsed, co-made,discounted, or sold with recourse) any obligation of any other Person thatconstitutes Indebtedness under any of clauses (a) through (f) above.

“IndemnifiedLiabilities” has the meaning specified therefor in Section 10.3.

“IndemnifiedPerson” has the meaning specified therefor in Section 10.3.

“InsolvencyProceeding” means any proceeding commenced by or against any Person underany provision of the Bankruptcy Code or under any other state or federalbankruptcy or insolvency law, assignments for the benefit of creditors, formalor informal moratoria, compositions, extensions generally with creditors, orproceedings seeking reorganization, arrangement, or other similar relief andincluding the appointment of a trustee, receiver, administrative receiver,administrator or similar Person.

“IntercompanySubordination Agreement” means a subordination agreement executed anddelivered by the Credit Parties and each of their respective Subsidiaries andAgent, the form and substance of which is satisfactory to Agent.

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“InterestPeriod” means, with respect to each LIBOR Rate Loan, a period commencing onthe date of the making of such LIBOR Rate Loan (or the continuation of a LIBORRate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) andending 1, 2, 3 or 6 months thereafter; provided, however, that(a) if any Interest Period would end on a day that is not a Business Day,such Interest Period shall be extended (subject to clauses (c)-(e) below) tothe next succeeding Business Day, (b) interest shall accrue at theapplicable rate based upon the LIBOR Rate from and including the first day of eachInterest Period to, but excluding, the day on which any Interest Periodexpires, (c) any Interest Period that would end on a day that is not aBusiness Day shall be extended to the next succeeding Business Day unless suchBusiness Day falls in another calendar month, in which case such InterestPeriod shall end on the next preceding Business Day, (d) with respect toan Interest Period that begins on the last Business Day of a calendar month (oron a day for which there is no numerically corresponding day in the calendarmonth at the end of such Interest Period), the Interest Period shall end on thelast Business Day of the calendar month that is 1, 2, 3 or 6 months after thedate on which the Interest Period began, as applicable, and (e) Borrowers(or Administrative Borrower on behalf thereof) may not elect an Interest Periodwhich will end after the Maturity Date.

“Inventory”means inventory as that term is defined in the Code.

“Investment”means, with respect to any Person, any investment by such Person in any otherPerson (including Affiliates) in the form of loans, guarantees, advances, orcapital contributions (excluding (a) commission, travel, and similaradvances to officers and employees of such Person made in the ordinary courseof business, and (b) bona fide Accounts arising in the ordinary course ofbusiness consistent with past practice), purchases or other acquisitions ofIndebtedness, Stock, or all or substantially all of the assets of such otherPerson (or of any division or business line of such other Person), and anyother items that are or would be classified as investments on a balance sheetprepared in accordance with GAAP.

“InvestmentPolicy” means Parent’s cash management policy described on Schedule I-1to the Disclosure Letter, as the same may be revised after the Closing Datepursuant to the approval of the Board of Directors of Parent and disclosed toAgent.

“IRC”means the Internal Revenue Code of 1986.

“IssuingLender” means WFF or any other Lender that, at the request ofAdministrative Borrower and with the consent of Agent, agrees, in such Lender’ssole discretion, to become an Issuing Lender for the purpose of issuing L/Cs orL/C Undertakings pursuant to Section 2.12.

“L/C”has the meaning specified therefor in Section 2.12(a).

“L/CDisbursement” means a payment made by the Issuing Lender pursuant to aLetter of Credit.

“L/CUndertaking” has the meaning specified therefor in Section 2.12(a).

“Lender”and “Lenders” have the respective meanings set forth in the preamble tothe Agreement, and shall include any other Person made a party to the Agreementin accordance with the provisions of Section 13.1.

“LenderGroup” means, individually and collectively, each of the Lenders (includingthe Issuing Lender) and Agent.

“LenderGroup Expenses” means all (a) costs or expenses (including taxes, andinsurance premiums) required to be paid by any Credit Party or its Subsidiariesunder any of the Loan 

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Documents that are paid, advanced, or incurred by the Lender Group,(b) fees or charges paid or incurred by Agent in connection with theLender Group’s transactions with the Credit Parties or their respectiveSubsidiaries, including, fees or charges for photocopying, notarization,couriers and messengers, telecommunication, public record searches (includingtax lien, litigation, and Uniform Commercial Code searches and includingsearches with the patent and trademark office, the copyright office, or thedepartment of motor vehicles), filing, recording, publication, appraisal(including periodic collateral appraisals or business valuations to the extentof the fees and charges (and up to the amount of any limitation) contained inthe Agreement or the Fee Letter, real estate surveys, real estate titlepolicies and endorsements, and environmental audits, (c) costs andexpenses incurred by Agent in the disbursement of funds to Borrowers or othermembers of the Lender Group (by wire transfer or otherwise), (d) chargespaid or incurred by Agent resulting from the dishonor of checks,(e) reasonable costs and expenses paid or incurred by the Lender Group tocorrect any default or enforce any provision of the Loan Documents, or ingaining possession of, maintaining, handling, preserving, storing, shipping,selling, preparing for sale, or advertising to sell the Collateral, or anyportion thereof, irrespective of whether a sale is consummated, (f) auditfees and expenses of Agent related to any inspections or audits to the extentof the fees and charges (and up to the amount of any limitation) contained inthe Agreement or the Fee Letter, (g) reasonable costs and expenses ofthird party claims or any other suit paid or incurred by the Lender Group inenforcing or defending the Loan Documents or in connection with thetransactions contemplated by the Loan Documents or the Lender Group’srelationship with any Credit Party or any Subsidiary of a Credit Party,including without limitation, amounts incurred or paid in connection withIndemnified Liabilities as set forth in Section 10.3, (h) Agent’sand each Lender’s reasonable costs and expenses (including reasonable attorneys’fees) incurred in advising, structuring, drafting, reviewing, administering,syndicating, or amending the Loan Documents, and (i) Agent’s and eachLender’s reasonable costs and expenses (including reasonable attorneys,accountants, consultants, and other advisors fees and expenses) incurred interminating, enforcing (including reasonably attorneys, accountants,consultants, and other advisors fees and expenses incurred in connection with a“workout,” a “restructuring,” or an Insolvency Proceeding concerning any CreditParty or any Subsidiary of a Credit Party or in exercising rights or remediesunder the Loan Documents), or defending the Loan Documents, irrespective ofwhether suit is brought, or in taking any Remedial Action concerning theCollateral.

“Lender-RelatedPerson” means, with respect to any Lender, such Lender, together with suchLender’s Affiliates, officers, directors, employees, attorneys, and agents.

“Letterof Credit” means an L/C or an L/C Undertaking, as the context requires.

“Letterof Credit Collateralization” means either (a) providing cash collateral(pursuant to documentation reasonably satisfactory to Agent) to be held byAgent for the benefit of those Lenders with a Revolver Commitment in an amountequal to 105% of the then existing Letter of Credit Usage, (ii) causing theUnderlying Letters of Credit to be returned to the Issuing Lender, or (iii)providing Agent with a standby letter of credit, in form and substancereasonably satisfactory to Agent, from a commercial bank acceptable to theAgent (in its sole discretion) in an equal to 105% of the then existing Letterof Credit Usage.

“Letterof Credit Usage” means, as of any date of determination, the aggregateundrawn amount of all outstanding Letters of Credit.

“LeverageRatio” means, as of any date of determination, (a) the amount of Parent’sFunded Indebtedness as of such date, divided by (b) Parent’s EBITDA for the 12month period ended as of such date.

“LIBORDeadline” has the meaning specified therefor in Section 2.13(b)(i).

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“LIBORNotice” means a written notice in the form of Exhibit L-1.

“LIBOROption” has the meaning specified therefor in Section 2.13(a).

“LIBORRate” means, for each Interest Period for each LIBOR Rate Loan, the rateper annum determined by Agent by dividing (a) the Base LIBOR Rate for suchInterest Period, by (b) 100% minus the Reserve Percentage.  The LIBOR Rate shall be adjusted on and as ofthe effective day of any change in the Reserve Percentage.

“LIBORRate Loan” means each portion of an Advance that bears interest at a ratedetermined by reference to the LIBOR Rate.

“LIBORRate Margin” means 1.50 percentage points.

“Lien”means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, depositarrangement, encumbrance, easement, lien (statutory or other), securityinterest, or other security arrangement and any other preference, priority, orpreferential arrangement of any kind or nature whatsoever, including anyconditional sale contract or other title retention agreement, the interest of alessor under a Capital Lease, any synthetic or other financing lease havingsubstantially the same economic effect as any of the foregoing or and/or anydelivery of stock certificates or other negotiable collateral to any creditor.

“LimiterExcess” has the meaning specified therefor in Section 2.4(c).

“LineIncrease” has the meaning specified therefor in Section 2.1(d).

“LoanAccount” has the meaning specified therefor in Section 2.10.

“LoanDocuments” means the Agreement, the Additional Documents, the Bank ProductAgreements, the Loan Limit Certificates, the Cash Management Agreements, theControl Agreements, the Copyright Security Agreement, the Disclosure Letter,the Fee Letter, the Guaranty, the Intercompany Subordination Agreement, theLetters of Credit, the Mortgages, the Patent Security Agreement, the PerfectionCertificate, the Security Agreement, the Subordination Agreements, theTrademark Security Agreement, any note or notes executed by a Borrower inconnection with the Agreement and payable to a member of the Lender Group andany other agreement entered into, now or in the future, by any Credit Party orany of their respective Subsidiaries and any member of the Lender Group inconnection with the Agreement.

“LoanLimit” has the meaning specified therefor in Section 2.4(c).

“LoanLimit Certificate” means a certificate in the form of Exhibit L-2.

“MaterialAdverse Change” means (a) a material adverse change in the business,operations, results of operations, assets, liabilities or financial conditionof either (i) any Borrower who, as of any date of determination, contributed10% or more of the TTM Recurring Revenue most recently reported to Agentpursuant to a Loan Limit Certificate or (ii) the Credit Parties and theirrespective Subsidiaries, taken as a whole, (b) a material impairment ofthe ability to perform its material obligations under the Loan Documents towhich it is a party with respect to either (i) any Borrower who, as of any dateof determination, is a Material Subsidiary or (ii) the Credit Parties and theirrespective Subsidiaries, taken as a whole, (c) a material impairment of theLender Group’s ability to enforce the Obligations or realize upon theCollateral, or (d) a material impairment of the enforceability or priorityof the Agent’s Liens with respect to the Collateral as a result of an action orfailure to act on the part of any Credit Party or a Subsidiary of a CreditParty.

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“MaterialContracts” means each contract or agreement required to be filed with theSEC as an exhibit to Parent’s most recent Annual Report on Form 10-K andQuarterly Report(s) on Form 10-Q pursuant to the requirements of clauses (2),(4), (9) or (10) of Item 601(b) of Regulation S-K (other than those which haveexpired, terminated or are otherwise no longer in effect).

“MaterialSubsidiary” means any Subsidiary of a Credit Party who contributed 10% ormore of the TTM Recurring Revenue most recently reported to Agent pursuant to aLoan Limit Certificate.

“MaturityDate” has the meaning specified therefor in Section 3.3.

“MaximumRevolver Amount” means $75,000,000, as such amount may be increasedpursuant to Section 2.1(d).

“Moody’s”has the meaning specified therefor in the definition of Cash Equivalents.

“MortgagePolicy” means any and all mortgagee title insurance policies (or markedcommitments to issue the same), in form and substance satisfactory to Agent inits Permitted Discretion, for the Real Property Collateral, issued by a titleinsurance company satisfactory to Agent in amounts satisfactory to Agent,assuring Agent that the Mortgages on such Real Property Collateral are validand enforceable first priority mortgage Liens thereon free and clean of alldefects and encumbrances except Permitted Liens.

“Mortgages”means, individually and collectively, one or more mortgages, deeds of trust, ordeeds to secure debt, executed and delivered by a Borrower or a Subsidiary of aBorrower in favor of Agent, in form and substance satisfactory to Agent, thatencumber the Real Property Collateral.

“MultiemployerPlan” means a “multiemployer plan” (within the meaning ofSection 3(37) of ERISA) to which any Credit Party, any of itsSubsidiaries, or any ERISA Affiliate makes, is making, is obligated, or withinthe last six years has been obligated, to make contributions.

“Obligations”means (a) all loans, Advances, debts, principal, interest (including anyinterest that accrues after the commencement of an Insolvency Proceedingregardless of whether allowed or allowable in whole or in part as a claim inany such Insolvency Proceeding), contingent reimbursement obligations withrespect to outstanding Letters of Credit, premiums, liabilities (including allamounts charged to Borrowers’ Loan Account pursuant to the Agreement),obligations (including indemnification obligations), fees (including the feesprovided for in the Fee Letter), charges, costs, Lender Group Expenses(including any fees or expenses that accrue after the commencement of anInsolvency Proceeding, regardless of whether allowed or allowable in whole orin part as a claim in any such Insolvency Proceeding), lease payments,guaranties, covenants, and duties of any kind and description owing byBorrowers to the Lender Group pursuant to or evidenced by the Loan Documentsand irrespective of whether for the payment of money, whether direct orindirect, absolute or contingent, due or to become due, now existing orhereafter arising, and including all interest not paid when due and all otherexpenses or other amounts that Borrowers are required to pay or reimburse bythe Loan Documents, by law or otherwise in connection with the Loan Documents,and (b) all Bank Product Obligations. Any reference in the Agreement or in the Loan Documents to theObligations shall include all or any portion thereof and any extensions,modifications, renewals, or alterations thereof, both prior and subsequent toany Insolvency Proceeding.

“OriginatingLender” has the meaning specified therefor in Section 13.1(e).

“Overadvance”has the meaning specified therefor in Section 2.5. 

 

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“Parent”has the meaning specified therefor in the preamble to the Agreement.

“Participant”has the meaning specified therefor in Section 13.1(e).

“PatentSecurity Agreement” has the meaning specified therefor in the SecurityAgreement.

“PatriotAct” means the Uniting and Strengthening America by Providing AppropriateTools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of2001, as amended from time to time.

“PBGC”means the Pension Benefit Guaranty Corporation or any entity succeeding to anyor all of its functions under ERISA.

“PensionPlan” means an employee benefit plan (as defined in Section 3(3) ofERISA) other than a Multiemployer Plan (a) that is or was within the last sixyears maintained or sponsored by any Credit Party, any of its Subsidiaries, orany ERISA Affiliate or to which any Credit Party, any of its Subsidiaries, orany ERISA Affiliate has within the last six years made, or was obligated tomake, contributions, and (b)****thatis or was subject to Section 412 of the IRC, Section 302 of ERISA or Title IVof ERISA.

“PerfectionCertificate” means the representations and warranties of officers formsubmitted by Agent to Administrative Borrower, together with the Credit Parties’completed responses to the inquiries set forth therein, the form and substanceof such responses to be satisfactory to Agent in its Permitted Discretion.

“PermittedAcquisition” means (a) a Permitted Cash Acquisition, or (b) a PermittedNon-Cash Acquisition, as the context requires.

“PermittedCash Acquisition” means any Acquisition as to which each of the followingis applicable;

(a)           such Acquisition qualifies as a Permitted Non-CashAcquisition except that the consideration payable in respect of the proposedAcquisition includes some form of consideration other than solely theconsideration specified in clause (b) of the definition of Permitted Non-CashAcquisition;

(b)           Parent has provided Agent with forecasted balance sheets,profit and loss statements, and cash flow statements of the Person to beacquired, all prepared on a basis consistent with such Person’s historicalfinancial statements, together with appropriate supporting details and astatement of underlying assumptions for the 1 year period following the date ofthe proposed Acquisition (on a quarter by quarter basis), in form and substance(including as to scope and underlying assumptions) reasonably satisfactory toAgent;

(c)           Borrowers shall have Availability plus Qualified Cash inan amount equal to $25,000,000 immediately after giving effect to theconsummation of the proposed Acquisition,

### (d)                   the assetsbeing acquired (other than a *de minimis*amountof assets in relation to the assets being acquired) are located within theUnited States or the Person whose Stock is being acquired is organized in ajurisdiction located within the United States,

### (e)                   the cashportion of the purchase consideration payable in respect of all Permitted CashAcquisitions, in the aggregate (including the proposed Acquisition andincluding deferred payment obligations) shall not exceed $20,000,000 in theaggregate; provided, however, that 

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### thecash portion of the Purchase Price of any single Permitted Cash Acquisition orseries of related Permitted Cash Acquisitions shall not exceed $5,000,000 inthe aggregate,

### (f)                    in the caseof an Asset Acquisition (and notwithstanding any contrary provisions of Section5.16 or any other contrary provision of the Agreement), Borrower or theGuarantor, as applicable, shall have executed and delivered any and alldocumentation reasonably requested by Agent in order to provide Agent with afirst priority perfected security interest, subject to Permitted Liens, in suchassets, and

### (g)                   in the caseof a Stock Acquisition (and notwithstanding any contrary provisions of Section5.16 or any other contrary provision of the Agreement), (i) the Personwhose Stock is being acquired shall have executed and delivered any and alldocumentation reasonably requested by Agent in order to become a Guarantor,(ii) the Person whose Stock is being acquired shall have executed and deliveredany and all documentation reasonably requested by Agent in order to provideAgent with a first priority perfected security interest, subject to PermittedLiens, in the assets of such Person, and (iii) the owner of the Stock subjectto such Stock Acquisition shall have executed and delivered any and alldocumentation reasonably requested by Agent in order to provide Agent with afirst priority perfected security interest in such Stock.

“PermittedDiscretion” means a determination made in the exercise of reasonable (fromthe perspective of a lender of the same type as WFF) business judgment.

“PermittedDispositions” means (a) sales or other dispositions of Equipment thatis worn, damaged, or obsolete in the ordinary course of business,(b) sales of Inventory to buyers in the ordinary course of business,(c) the use or transfer of money or Cash Equivalents in a manner that isnot prohibited by the terms of the Agreement or the other Loan Documents,(d) the licensing, on a non-exclusive basis, of patents, trademarks,copyrights, and other intellectual property rights in the ordinary course ofbusiness and (e) transfers of assets (i) of a Borrower to another Borrower,(ii) of a Guarantor to any Credit Party, (iii) of a Subsidiary of any CreditParty that is not also a Credit Party to a Credit Party or another U.S.Subsidiary of a Credit Party, (iv) of a Subsidiary that is a Controlled ForeignCorporation of any Credit Party to any Credit Party or Subsidiary of any CreditParty, (v) made in connection with transactions permitted under Sections 6.2,6.3, 6.10, 6.12 or 6.14, or (vi) which do notinvolve assets having a book value in excess of $100,000 in the aggregateduring any one calendar year.

“PermittedDistributions” means (a) repurchases or redemptions of the Stock of Parentheld by its employees, officers or directors pursuant to any employee stockownership plan thereof which are made upon the termination, retirement or deathof any such employee, officer or director (as applicable) in accordance withthe provisions of such plan so long as the aggregate amount paid in connectionwith such repurchases or redemptions does not exceed $250,000 in any fiscalyear of Parent, (b) repurchases of the Stock of Parent pursuant to the StockRepurchase Program so long as both before and after giving effect to any suchrepurchase (i) no Default or Event of Default has occurred or would occur and(ii) Excess Availability plus Qualified Cash equals or exceeds $25,000,000, (c)distributions or declarations and payment of dividends by any Subsidiary of aCredit Party that is not itself a Credit Party to its parent entity, by anySubsidiary of a Borrower to such Borrower or by any Subsidiary of a Guarantorthat is not a Borrower to such Guarantor, (d) the purchase of fractional sharesof Stock of Parent arising out of stock splits, dividends or combinations orthe conversion of any convertible securities to the extent such stock splits,dividends or combinations or the conversion of any convertible securities areotherwise permitted under the Agreement and (e) dividends payable wholly incommon Stock.

“PermittedHolder” means any of the Persons identified on Schedule P-1to the Disclosure Letter.

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“PermittedInvestments” means (a) Investments in cash and Cash Equivalents,(b) in the case of the Credit Parties and their respective Subsidiaries,Investments in negotiable instruments for collection, (c) advances made inconnection with purchases of goods or services in the ordinary course ofbusiness, (d) Investments received in settlement of amounts due to aCredit Party or any Subsidiary of a Credit Party effected in the ordinarycourse of business or owing to a Credit Party or any Subsidiary of a CreditParty as a result of Insolvency Proceedings involving an Account Debtor or uponthe foreclosure or enforcement of any Lien in favor of a Credit Party or anySubsidiary of a Credit Party, (e) Investments existing on the Closing Date thatare set forth on Schedule P-2 to the Disclosure Letter, it beingunderstood and agreed that, except as otherwise permitted under anotherprovision of the Agreement, no further Investments are permitted with respectto any Investment listed on Schedule P-2 to the Disclosure Letter,including, without limitation, with respect to Second Street, (f) Investmentsarising as a result of Hedge Agreements permitted under Section 6.1(g),(g) Investments arising as a result of Indebtedness permitted under Section6.1(f), (h) Investments by any Subsidiary of any Credit Party that is notitself a Credit Party made in a Credit Party or any other Subsidiary of anyCredit Party, (i) Investments by any Guarantor in any Borrower or by anyBorrower in any other Borrower, (j) loans by a Credit Party or Subsidiary of aCredit Party to its officers, directors and employees for travel,entertainment, relocation, and other ordinary course business expenses to theextent the aggregate outstanding amount of such loans does not exceed $100,000as of any date of determination, (k) Permitted Acquisitions and the creation ofany Subsidiaries in order to consummate any Permitted Acquisition, (l)Investments made in accordance with the Investment Policy other thanInvestments made in Second Street; provided, however, in theevent any changes are made to the Investment Policy after the date hereof whichAgent, in its Permitted Discretion, deems materially adverse to the interestsof the Lender Group, Agent may revise this clause (l) as deemednecessary by Agent as a result of such changes, including, without limitation,to exclude any Investments which would not have been permitted under theInvestment Policy as in effect on the Closing Date, and (m) other Investmentsnot exceeding $500,000 in the aggregate during any calendar year which are notmade with respect to Second Street Securities.

“PermittedLiens” means (a) Liens held by Agent to secure the Obligations,(b) Liens for unpaid taxes, assessments, or other governmental charges orlevies that either (i) are not yet delinquent, or (ii) do not havepriority over the Agent’s Liens and the underlying taxes, assessments, orcharges or levies are the subject of Permitted Protests, (c) judgmentLiens that do not constitute an Event of Default under Section 7.7of the Agreement, (d) Liens set forth on Schedule P-4 to theDisclosure Letter to the extent such Liens secure only the Indebtedness securedby such Liens on the Closing Date and any permitted Refinancing Indebtedness inrespect thereof, (e) the interests of lessors under operating leases,(f) purchase money Liens or the interests of lessors under Capital Leasesto the extent that such Liens or interests secure Permitted Purchase MoneyIndebtedness and so long as (i) such Lien attaches only to the asset purchasedor acquired and the proceeds thereof and (ii) such Lien only secures theIndebtedness that was incurred to acquire the asset purchased or acquired orany Refinancing Indebtedness in respect thereof, (g) Liens arising byoperation of law in favor of warehousemen, landlords, carriers, mechanics,materialmen, laborers, or suppliers, incurred in the ordinary course ofBorrowers’ business and not in connection with the borrowing of money, andwhich Liens either (i) are for sums not yet delinquent, or (ii) arethe subject of Permitted Protests, (h) Liens on amounts deposited inconnection with obtaining worker’s compensation or other unemploymentinsurance, (i) Liens on amounts deposited in connection with the making orentering into of bids, tenders, or leases in the ordinary course of businessand not in connection with the borrowing of money, (j) Liens on amountsdeposited as security for surety or appeal bonds in connection with obtainingsuch bonds in the ordinary course of business, (k) with respect to anyReal Property, easements, rights of way, and zoning restrictions that (i) donot materially interfere with or impair the use or operation thereof and (ii)are not Environmental Liens, (l) bankers’ Liens, rights of set-off and similarrights and remedies arising by law or contract in favor of banks, brokerage firmsand other such financial institutions with respect to cash and securitiesdeposited with such banks, brokerage firms and other such financialinstitutions to the extent such Liens, rights and remedies 

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secure or extend solely to amounts due as a result of theadministration or maintenance of such deposited cash and securities, (m) Lienssecuring the payment of insurance premiums financed by an insurance financingcompany to the extent such Liens extend to returned premiums on the insurancepolicies so financed, (n) the licensing, on a non-exclusive basis, of patents,trademarks, copyrights, and other intellectual property rights in the ordinarycourse of business, (o) the Lien of Silicon Valley Bank on certificate ofdeposit number 8800060926, issued in the amount of $1,255,680 to Parent bySilicon Valley Bank to the extent such Lien secures only the reimbursementobligations of Parent with respect to letter of credit number SVBSF003903issued by Silicon Valley Bank for the benefit of Toda Development, Inc. in theface amount of $1,255,680 and fees due in relation thereto and (p) to theextent the Credit Parties comply with the provisions of Section 5.20(b)within the time frames specified therein, the Liens listed on Schedule5.20(b); provided, however, in no event shall any PermittedLien include the delivery of any certificates evidencing Stock which is or isintended to be subject to Agent’s Lien to any Person other than Agent or asecurities intermediary who has executed a Control Agreement with respect tosuch Stock in favor of Agent.

“Permitted Non-CashAcquisition” means any Acquisition so long as:

(a)           no Default or Event of Default shall have occurred and becontinuing or would result from the consummation of the proposed Acquisition,

(b)           the consideration payable in respect of the proposedAcquisition shall be composed solely of (i) common Stock of Parent or (ii)proceeds of Indebtedness incurred pursuant to Section 6.1(j);

(c)           no Indebtedness will be incurred, assumed, or would existwith respect to Parent or its Subsidiaries as a result of such Acquisition,other than Indebtedness, which, if incurred by a Credit Party, would bepermitted under Section 6.1 and no Liens will be incurred, assumed,or would exist with respect to the assets of Parent or its Subsidiaries as aresult or such Acquisition other than Liens, which, if existing with respect toa Credit Party, would constitute Permitted Liens;

(d)           Parent has provided Agent with written confirmation,supported by reasonably detailed calculations, that on a *pro forma* basis, created by adding thehistorical combined financial statements of Parent (including the combinedfinancial statements of any other Person or assets that were the subject of aprior Permitted Acquisition during the relevant period) to the historicalconsolidated financial statements of the Person to be acquired (or thehistorical financial statements related to the assets to be acquired) pursuantto the proposed Acquisition (adjusted to eliminate expense items that would nothave been incurred and to include income items that would have been recognized,in each case, if the combination had been accomplished at the beginning of therelevant period; such eliminations and inclusions to be mutually and reasonablyagreed upon by Parent and Agent), Parent and its Subsidiaries, regardless ofwhether or not the Credit Parties are then required to be in compliance with Section6.16, (i) would have been in compliance with the financial covenants in Section 6.16for the 12 month period ended immediately prior to the proposed date ofconsummation of such proposed Acquisition, and (ii) are projected to be incompliance with the financial covenants in Section 6.16 for the 12 monthperiod ended one year after the proposed date of consummation of such proposedAcquisition, together with copies of all such historical financial statementsof the Person or assets being acquired,

(e)           Parent has provided Agent with written notice of theproposed Acquisition at least 30 Business Days prior to the anticipated closingdate of the proposed Acquisition and, not later than 5 Business Days prior tothe anticipated closing date of the proposed Acquisition, copies of theacquisition agreement and other material documents relative to the proposedAcquisition, which agreement and documents must be reasonably acceptable toAgent,

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(f)            the assets being acquired (other than a *de minimis* amount of assets in relation toParent and its Subsidiaries’ total assets), or the Person whose Stock is beingacquired, are useful in or engaged in, as applicable, the business of Parentand its Subsidiaries or a business reasonably related thereto,

(g)           the subject assets or Stock, as applicable, are beingacquired directly by a Credit Party, and (i) in the case of an AssetAcquisition, such Credit Party, as applicable, shall have executed anddelivered or authorized, as applicable, any and all documentation reasonablyrequested by the Agent in order to include the newly acquired assets within thecollateral hypothecated under the Loan Documents, and (ii) in the case of aStock Acquisition, the applicable Credit Parties, shall have complied with Section5.16 of the Agreement and

(h)           the proposed Acquisition shall be consensual and shallhave been approved by the board of directors (or comparable managers) of theapplicable counterparties to such Acquisition.

“PermittedProtest” means the right of any Credit Party or any of its Subsidiaries toprotest any Lien (other than any Lien that secures the Obligations), taxes(other than payroll taxes or taxes that are the subject of a United Statesfederal tax lien), or rental payment, provided that (a) a reserve withrespect to such obligation is established on such Person’s books and records insuch amount as is required under GAAP, (b) any such protest is institutedpromptly and prosecuted diligently by such Person in good faith, and(c) Agent is satisfied that, while any such protest is pending, there willbe no impairment of the enforceability, validity, or priority of any of theAgent’s Liens.

“PermittedPurchase Money Indebtedness” means, as of any date of determination,Purchase Money Indebtedness of any Credit Party or its Subsidiaries incurredafter the Closing Date in an aggregate principal amount outstanding at any onetime not in excess of $5,000,000.

“Person”means natural persons, corporations, limited liability companies, limitedpartnerships, general partnerships, limited liability partnerships, jointventures, trusts, land trusts, business trusts, or other organizations,irrespective of whether they are legal entities, and governments and agenciesand political subdivisions thereof.

“Plan”means (a) an employee benefit plan (as defined in Section 3(3) of ERISA)other than a Multiemployer Plan which is or was within the last six years maintainedor sponsored by any Credit Party or any of its Subsidiaries or to which anyCredit Party or any of its Subsidiaries has within the last six years made, orwas obligated to make, contributions, (b) a Pension Plan, or (c) a QualifiedPlan.

“Projections”means Parent’s forecasted (a) balance sheets, (b) profit and lossstatements, and (c) cash flow statements, all prepared on a basisconsistent with Parent’s historical financial statements, together withappropriate supporting details and a statement of underlying assumptions.

“ProRata Share” means, as of any date of determination:

(a)           with respect to a Lender’s obligationto make Advances and right to receive payments of principal, interest, fees,costs, and expenses with respect thereto, (i) prior to the Commitmentsbeing terminated or reduced to zero, the percentage obtained by dividing(y) such Lender’s Commitment, by (z) the aggregate Commitments of allLenders, and (ii) from and after the time that the Commitments have beenterminated or reduced to zero, the percentage obtained by dividing (y) theaggregate outstanding principal amount of such Lender’s Advances by(z) the aggregate outstanding principal amount of all Advances,

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(b)           with respect to a Lender’s obligationto participate in Letters of Credit, to reimburse the Issuing Lender, and rightto receive payments of fees with respect thereto, (i) prior to theCommitments being terminated or reduced to zero, the percentage obtained bydividing (y) such Lender’s Commitment, by (z) the aggregate Commitmentsof all Lenders, and (ii) from and after the time that the Commitments havebeen terminated or reduced to zero, the percentage obtained by dividing(y) the aggregate outstanding principal amount of such Lender’s Advancesby (z) the aggregate outstanding principal amount of all Advances, and

(d)           with respect to all other matters asto a particular Lender (including the indemnification obligations arising underSection 15.7), the percentage obtained by dividing (i) suchLender’s Commitment, by (ii) the aggregate amount of Commitments of allLenders; provided, however, that in the event the Commitmentshave been terminated or reduced to zero, Pro Rata Share under this clause shallbe the percentage obtained by dividing (A) the outstanding principal amountof such Lender’s Advances plus such Lender’s ratable portion of the RiskParticipation Liability with respect to outstanding Letters of Credit, by(B) the outstanding principal amount of all Advances plus the aggregateamount of the Risk Participation Liability with respect to outstanding Lettersof Credit.

“ProtectiveAdvances” has the meaning specified therefor in Section 2.3(d).

“PurchaseMoney Indebtedness” means Indebtedness (other than the Obligations, butincluding Capitalized Lease Obligations), incurred at the time of, or within 20days after, the acquisition of any fixed assets for the purpose of financingall or any part of the acquisition cost thereof.

“QualifiedCash” means, as of any date of determination, (a) the amount ofunrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries(other than Second Street or any other Subsidiary that is not a Credit Party)that is in Deposit Accounts or in Securities Accounts, or any combinationthereof, and which such Deposit Account or Securities Account is the subject ofa Control Agreement and is maintained by a branch office of the bank orsecurities intermediary located within the United States and (b) 75% of thevalue of Permitted Investments made pursuant to the Investment Policy which donot constitute cash or Cash Equivalents to the extent held in Deposit Accountsor Securities Accounts which are subject to a Control Agreement and aremaintained by a branch office of the bank or securities intermediary locatedwithin the United States; provided, however, (i) with respect toany determination of Qualified Cash made to determine compliance with the termsof the Credit Agreement or any other Loan Document, at least 50% of suchQualified Cash must constitute cash and Cash Equivalents as described in theforegoing clause (a) and (ii) in the event any changes are made to theInvestment Policy after the date hereof which Agent, in its PermittedDiscretion, deems materially adverse to the interests of the Lender Group,Agent may revise the definition of “Qualified Cash” as deemed necessary byAgent as a result of such changes, including, without limitation, to exclude orreduce the amount of Qualified Cash arising from any Investments which wouldnot have been permitted under the Investment Policy as in effect on the ClosingDate.

“QualifiedPlan” means an employee benefit plan (as defined in Section 3(3) ofERISA) other than a Multiemployer Plan (a) that is or was within the last sixyears maintained or sponsored by any Credit Party, any of its Subsidiaries orany ERISA Affiliate or to which any Credit Party, any of its Subsidiaries orany ERISA Affiliate has within the last six years made or was obligated tomake, contributions, and (b) that is intended to be tax-qualified underSection 401(a) of the IRC.

“RealProperty” means any estates or interests in real property now owned orhereafter acquired by any Credit Party or a Subsidiary of any Credit Party andthe improvements thereto.

“RealProperty Collateral” means any Real Property of any Credit Party or anySubsidiary of a Credit Party which is subject to Agent’s Lien.

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“Record”means information that is inscribed on a tangible medium or that is stored inan electronic or other medium and is retrievable in perceivable form.

“RecurringRevenue” means, with respect to any fiscal period, Parent’s and itsSubsidiaries’ recurring revenues arising from the (i) license portion of termcontracts, (ii) maintenance portion of term contracts, (iii) perpetualmaintenance contracts, (iv) annual subscription contracts including AdventCustodial Data, Hub Market Data, Corporate Actions and Advent Back OfficeServices; in each case, determined on a consolidated basis in accordance withGAAP.

“RefinancingIndebtedness” means refinancings, renewals, or extensions of Indebtednessso long as: (a) such refinancings, renewals, or extensions do not resultin an increase in the principal amount of the Indebtedness so refinanced,renewed, or extended, (b) such refinancings, renewals, or extensions do notresult in an increase by more than two (2) percentage points in the interestrate with respect to the Indebtedness so refinanced, renewed, or extended, (c)such refinancings, renewals, or extensions do not result in a shortening of theaverage weighted maturity of the Indebtedness so refinanced, renewed, orextended, nor are they on terms or conditions that, taken as a whole, arematerially more burdensome or restrictive to the Credit Parties, (d) if theIndebtedness that is refinanced, renewed, or extended was subordinated in rightof payment to the Obligations, then the terms and conditions of therefinancing, renewal, or extension must include subordination terms andconditions that are at least as favorable to the Lender Group as those thatwere applicable to the refinanced, renewed, or extended Indebtedness, and (e)the Indebtedness that is refinanced, renewed, or extended is not recourse toany Person that is liable on account of the Obligations or any Collateral otherthan those Persons which were already obligated with respect to, or Collateralthat was already pledged as, and permitted under the Agreement to be collateralfor, the Indebtedness that was refinanced, renewed, or extended.

“RemedialAction” means all actions taken to (a) clean up, remove, remediate, contain,treat, monitor, assess, evaluate, or in any way address Hazardous Materials inthe indoor or outdoor environment, (b) prevent or minimize a release orthreatened release of Hazardous Materials so they do not migrate or endanger orthreaten to endanger public health or welfare or the indoor or outdoorenvironment, (c) restore or reclaim natural resources or the environment,(d) perform any pre-remedial studies, investigations, or post-remedialoperation and maintenance activities, or (e) conduct any other actionswith respect to Hazardous Materials authorized by Environmental Laws.

“ReplacementLender” has the meaning specified therefor in Section 14.2(a).

“Report”has the meaning specified therefor in Section 15.16.

“RequiredAvailability” means that the sum of (a) Excess Availability, plus(b) Qualified Cash exceeds $100,000,000.

“RequiredLenders” means, at any time, Lenders whose aggregate Pro Rata Shares(calculated under clause (d) of the definition of Pro Rata Shares) exceed50.1%; provided, however, if there are two or more Lenders as ofany such date of determination, then “Required Lenders” must also be comprisedof at least two Lenders.

“Rescission”has the meaning specified therefor in Section 2.7(b).

“RescissionDate” has the meaning specified therefor in Section 2.7(b).

“ReservePercentage” means, on any day, for any Lender, the maximum percentageprescribed by the Board of Governors of the Federal Reserve System (or anysuccessor Governmental Authority) for determining the reserve requirements(including any basic, supplemental, marginal, or 

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emergency reserves) that are in effect on such date with respect toEurocurrency funding (currently referred to as “Eurocurrency liabilities”) ofthat Lender, but so long as such Lender is not required or directed underapplicable regulations to maintain such reserves, the Reserve Percentage shallbe zero.

“RevolverUsage” means, as of any date of determination, the sum of (a) theamount of outstanding Advances, plus (b) the amount of the Letter of CreditUsage.

“RiskParticipation Liability” means, as to each Letter of Credit, allreimbursement obligations of Borrowers to the Issuing Lender with respect to anL/C Undertaking, consisting of (a) the amount available to be drawn orwhich may become available to be drawn, (b) all amounts that have beenpaid by the Issuing Lender to the Underlying Issuer to the extent notreimbursed by Borrowers, whether by the making of an Advance or otherwise, and(c) all accrued and unpaid interest, fees, and expenses payable withrespect thereto.

“SEC”means the United States Securities and Exchange Commission and any successorthereto.

“SecondStreet” means Second Street Securities, Inc., a Delaware corporation.

“Secretary”means, with respect to any Person, the duly elected or appointed secretary orother officer of such Person charged with keeping the corporate records of suchPerson.

“SecuritiesAccount” means a “securities account” as that term is defined in the Code.

“SecurityAgreement” means a security agreement, in form and substance satisfactoryto Agent, executed and delivered by the Credit Parties in favor of Agent,together with all supplements executed in connection therewith.

“Settlement”has the meaning specified therefor in Section 2.3(e)(i).

“SettlementDate” has the meaning specified therefor in Section 2.3(e)(i).

“Solvent”means, with respect to any Person on a particular date, that, at fairvaluations, the sum of such Person’s assets is greater than all of such Person’sdebts.

“S&P”has the meaning specified therefor in the definition of Cash Equivalents.

“Stock”means all shares, options, warrants, interests, participations, or otherequivalents (regardless of how designated) of or in a Person, whether voting ornonvoting, including common stock, preferred stock, or any other “equitysecurity” (as such term is defined in Rule 3a11-1 of the General Rules andRegulations promulgated by the SEC under the Exchange Act).

“StockRepurchase Program” means Stock repurchase programs approved by the Boardof Directors of Parent from time to time, consistent with past practice.

“SubordinationAgreements” means, collectively, the Intercompany Subordination Agreement,the terms and conditions of any document governing Indebtedness of any CreditParty and/or its Subsidiaries which provide that such Indebtedness issubordinated to the Obligations in right of payment and/or that any Lienssecuring such Indebtedness are subordinate to Agent’s Liens and all othersubordination or intercreditor agreements at any time entered into by anyPerson in favor of Agent and the Lenders with respect to Indebtedness owed orLiens granted to such Person by any Credit Party and/or its Subsidiaries.

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“Subsidiary”of a Person means a corporation, partnership, limited liability company, or otherentity in which that Person directly or indirectly owns or controls the sharesof Stock having ordinary voting power to elect a majority of the board ofdirectors (or appoint other comparable managers) of such corporation,partnership, limited liability company, or other entity.

“SuccessfulSyndication” means that one or more Lenders other than WFF, satisfactory toAgent, hold a portion of the Commitment (after giving effect to any increase tothe Commitment to be made pursuant to Section 2.1(d)) equal to theamount of the Line Increase.

“SwingLender” means WFF or any other Lender that, at the request ofAdministrative Borrower and with the consent of Agent agrees, in such Lender’ssole discretion, to become the Swing Lender under Section 2.3(b).

“SwingLoan” has the meaning specified therefor in Section 2.3(b).

“Taxes”has the meaning specified therefor in Section 16(a).

“TrademarkSecurity Agreement” has the meaning specified therefor in the SecurityAgreement.

“TriggeringEvent” has the meaning specified therefor in Section 2.7(b).

“TTMRecurring Revenue” means, as of any date of determination, RecurringRevenue for the 12 calendar month period ending immediately prior to such dateof determination.

“UnderlyingIssuer” means a third Person which is the beneficiary of an L/C Undertakingand which has issued a letter of credit at the request of the Issuing Lenderfor the benefit of Borrowers.

“UnderlyingLetter of Credit” means a letter of credit that has been issued by anUnderlying Issuer.

“UnitedStates” means the United States of America.

“U.S.Subsidiary” means any Subsidiary of a Person that is not a ControlledForeign Corporation.

“VoidableTransfer” has the meaning specified therefor in Section 17.8.

“WellsFargo” means Wells Fargo Bank, National Association, a national bankingassociation.

“WFF”means Wells Fargo Foothill, Inc., a California corporation.

 

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**SCHEDULE 3.1**

Theobligation of each Lender to make its initial extension of credit provided forin the Agreement is subject to the fulfillment, to the satisfaction of Agentand each Lender (the making of such initial extension of credit by any Lenderbeing conclusively deemed to be its satisfaction or waiver of the following),of each of the following conditions precedent:

(a)           the Closing Date shall occur on or before February 17, 2007;

(b)           Agent shall have received a letter duly executed by each Credit Partyauthorizing Agent to file appropriate financing statements in such office oroffices as may be necessary or, in the opinion of Agent, desirable to perfectthe security interests to be created by the Loan Documents;

(c)           Agent shall have received and been satisfied with its review of: (i)evidence that appropriate financing statements have been duly filed in suchoffice or offices as may be necessary or, in the opinion of Agent, desirable toperfect the Agent’s Liens in and to the Collateral, (ii) searches reflectingthe filing of all such financing statements, (iii) evidence that no Liens,other than Permitted Liens or Liens which will be released as of the ClosingDate or pursuant to Section 5.20(c) of the Agreement, exist with respectto any Credit Party or their respective assets in favor of any Person otherthan Agent and (iv) such other public records searches as to liens, judgments,litigation, bankruptcy filings and intellectual property registrations as Agentmay request;

(d)           Agent shall have received each of the following documents, in form andsubstance satisfactory to Agent, duly executed, and each such document shall bein full force and effect:

(i)         the Cash Management Agreements,

(ii)        the Control Agreements,

(iii)       the Disclosure Letter,

(iv)       the Fee Letter,

(v)        the Intercompany Subordination Agreement;

(vi)       the Perfection Certificate, and

(vii)      the Security Agreement, together with (A) except as otherwise providedfor by Sections 5.20(a) and (b), all certificates representingthe shares of Stock pledged thereunder (other than the certificatesrepresenting the Stock described on Schedule P-2) along with Stockpowers with respect thereto endorsed in blank and (B) all promissory notespledged, if any, thereunder along with allonges endorsing such notes to Agent;

(e)           Agent shall have received a certificate from the Secretary of eachCredit Party (i) attesting to the resolutions of such Credit Party’s Boardof Directors authorizing its execution, delivery, and performance of thisAgreement and the other Loan Documents to which such Credit Party is a party,(ii) authorizing specific officers of such Credit Party to execute thesame, and (iii) attesting to the incumbency and signatures of suchspecific officers of such Credit Party;

(f)            Agent shall have received copies of eachCredit Party’s Governing Documents, as amended, modified, or supplemented tothe Closing Date, certified by the Secretary of such Credit Party and 

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(as applicable) theSecretary of State (or other such official) of the jurisdiction of such CreditParty’s organization;

(g)           Agent shall have received a certificate of status with respect to eachCredit Party, dated within 10 days of the Closing Date, such certificate to beissued by the appropriate officer of the jurisdiction of organization of suchCredit Party, which certificate shall indicate that such Credit Party is ingood standing in such jurisdiction;

(h)           Agent shall have received certificates of status with respect to eachCredit Party, each dated within 30 days of the Closing Date, such certificatesto be issued by the appropriate officer of the jurisdictions (other than thejurisdiction of organization of such Credit Party) in which its failure to beduly qualified or licensed would constitute a Material Adverse Change, which certificatesshall indicate that such Credit Party is in good standing in suchjurisdictions;

(i)            Agent shall have received a certificate ofinsurance, together with the endorsements thereto, as are required by Section 5.8,the form and substance of which shall be satisfactory to Agent;

(j)            Agent shall have received an opinion of theCredit Parties’ counsel in form and substance satisfactory to Agent;

(k)           As of the Closing Date, Borrowers shall have the Required Availabilityafter giving effect to the initial extensions of credit to be made hereunder onthe Closing Date (if any) and the payment of all fees and expenses required tobe paid by Borrowers on the Closing Date under this Agreement or the other LoanDocuments;

(l)            Agent shall have completed its business,legal, and collateral due diligence, including (i) a collateral audit andreview of the Credit Parties’ and their respective Subsidiaries’ books andrecords and verification of the Credit Parties’ representations and warrantiesto the Lender Group, the results of which shall be satisfactory to Agent, and(ii) an inspection of each of the locations where the Credit Parties’ andtheir respective Subsidiaries’ Inventory is located, the results of which shallbe satisfactory to Agent;

(m)          Agent shall have received unaudited balance sheets and statements ofincome of Parent for the calendar month ending November 30, 2006 materiallyconsistent with the Projections previously provided to Agent, in form andsubstance satisfactory to Agent

(n)           Agent shall have received completed reference checks with respect toeach Credit Party’s senior management, and any required Patriot Act compliance,the results of which are satisfactory to Agent in its sole discretion;

(o)           Borrowers shall have paid, by wire transfer of immediately availablefunds, all Lender Group Expenses incurred in connection with the transactionsevidenced by this Agreement;

(p)           Agent shall have received copies of each Material Contract, togetherwith a certificate of the Secretary of Parent certifying each such document asbeing a true, correct, and complete copy thereof and the results of Agent’s andits counsel’s review thereof shall be satisfactory to Agent;

(q)           The Credit Parties and each of their respective Subsidiaries shall havereceived all licenses, approvals or evidence of other actions required by anyGovernmental Authority in connection with the execution and delivery by theCredit Parties of the Loan Documents or with the consummation of thetransactions contemplated thereby; and

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(r)            all other documents and legal matters inconnection with the transactions contemplated by this Agreement shall have beendelivered, executed, or recorded and shall be in form and substancesatisfactory to Agent.

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**SCHEDULE 5.2**

ProvideAgent (and if so requested by Agent, with copies for each Lender) with each ofthe documents set forth below at the following times in form satisfactory toAgent:
| Weekly (no later than the first Business Day of  each week) |   | (a)  a  detailed report regarding Borrowers’ and their Subsidiaries’ cash and Cash  Equivalents, including an indication of which accounts constitute Qualified  Cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Monthly (no later than the 10th day of each month)     |   | (b)  a report  regarding Borrowers’ and their Subsidiaries’ accrued, but unpaid, ad valorem  taxes. 

(c)  a  detailed aging, by total, of Borrowers’ Accounts, together with a  reconciliation and supporting documentation for any reconciling items noted  (delivered electronically in an acceptable format, if Borrowers have  implemented electronic reporting), 

(d)  a  summary aging, by vendor, of Borrowers’ and their Subsidiaries’ accounts  payable and any book overdrafts (delivered electronically in an acceptable  format, if Borrowers have implemented electronic reporting) and an aging, by  vendor, of any held checks, and 

(e)  a  reconciliation of Accounts, trade accounts payable, and Inventory of  Borrowers’ general ledger accounts to their monthly financial statements  including any book reserves related to each category. |
|                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Quarterly                                                   |   | (f)  a  detailed list of Borrowers’ and their Subsidiaries’ customers, with address  and contact information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Upon request by Agent                                       |   | (g)  copies  of invoices together with corresponding shipping and delivery documents, and  credit memos together with corresponding supporting documentation, with  respect to invoices and credit memos in excess of an amount determined in the  sole discretion of Agent, from time to time, and 

(h)  such  other reports as to the Collateral or the financial condition of the Credit  Parties and their respective Subsidiaries, as Agent may reasonably request.                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

 

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**SCHEDULE 5.3**

Deliverto Agent, with copies to each Lender, each of the financial statements,reports, or other items set forth set forth below at the following times inform satisfactory to Agent:
| as soon as available, but in  any event within 30 days (45 days in the case of a month that is the end of  one of Parent’s fiscal quarters) after the end of each month during each of  Parent’s fiscal years |   | (a)  an unaudited  consolidated and consolidating balance sheet, income statement, and statement  of cash flow covering Parent’s and its Subsidiaries’ operations during such  period, and 

 

(b)  a  Compliance Certificate. |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                               |
| as soon as available, but in  any event within 90 days after the end of each of Parent’s fiscal years                                                                                                              |   | (c)  a  Compliance Certificate.                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                               |
| if and when filed by any  Credit Party,                                                                                                                                                                                 |   | (d)  any  other information that is provided by Parent to its shareholders generally.                                                                                                                                                                    |
|                                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                               |
| promptly, but in any event  within 5 days after a Credit Party has knowledge of any event or condition  that constitutes a Default or an Event of Default,                                                              |   | (e)  notice  of such event or condition and a statement of the curative action that such  Credit Party proposes to take with respect thereto.                                                                                                            |
|                                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                               |
| promptly after the  commencement thereof, but in any event within 5 days after the service of  process with respect thereto on any Credit Party or any Subsidiary of a  Credit Party,                                   |   | (f)  notice  of all actions, suits, or proceedings brought by or against any Credit Party  or any Subsidiary of a Credit Party before any Governmental Authority which  reasonably could be expected to result in a Material Adverse Change.             |
|                                                                                                                                                                                                                    |   |                                                                                                                                                                                                                                                               |
| upon the request  of Agent,                                                                                                                                                                                             |   | (g)  any  other information reasonably requested relating to the financial condition of  any Credit Party or their respective Subsidiaries.                                                                                                              |

 

 

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**SECURITY AGREEMENT**

This **SECURITYAGREEMENT** (this “Agreement”) is made this 14th day ofFebruary, 2007, among the Grantors listed on the signature pages hereof andthose additional entities that hereafter become parties hereto by executing theform of Supplement attached hereto as Annex 1 (collectively, jointly andseverally, the “Grantors” and each individually a “Grantor”), and**WELLS FARGO FOOTHILL, IN**C., in itscapacity as administrative agent for the Lender Group and the Bank ProductProviders (together with its successors and assigns in such capacity, “Agent”).

WI T N E S S E T H:

WHEREAS, pursuant to that certain CreditAgreement dated of even date herewith (as amended, restated, supplemented orotherwise modified from time to time, including all schedules and exhibitsthereto or to the Disclosure Letter, the “Credit Agreement”) among **ADVENT SOFTWARE, INC.**, a Delawarecorporation (“Parent”) and each of Parent’s Subsidiaries signatorythereto (such Subsidiaries, together with Parent and any other Person at anytime party thereto as a Borrower, are referred to hereinafter each individuallyas a “Borrower” and collectively, as “Borrowers”), the lendersfrom time to time party thereto as “Lenders” (“Lenders”), and Agent, theLender Group is willing to make certain financial accommodations available toBorrowers from time to time pursuant to the terms and conditions thereof, and

WHEREAS, Agent has agreed to act as agent forthe benefit of the Lender Group and the Bank Product Providers in connectionwith the transactions contemplated by the Credit Agreement and the other LoanDocuments, and

WHEREAS, in order to induce the Lender Groupto enter into the Credit Agreement and the other Loan Documents and to inducethe Lender Group to make and extend the financial accommodations to Borrowersas provided for in the Credit Agreement, Grantors have agreed to grant acontinuing security interest in and to the Collateral in order to secure theprompt and complete payment, observance and performance of, among other things,(a) all of the present and future obligations of Grantors arising from thisAgreement, the Credit Agreement, and the other Loan Documents, including,without limitation, under the Guaranty, (b) all Bank Product Obligations, and(c) all Obligations of any Borrower (including, without limitation, anyinterest, fees or expenses that accrue after the filing of an InsolvencyProceeding, regardless of whether allowed or allowable in whole or in part as aclaim in any Insolvency Proceeding), plus reasonable attorneys fees andexpenses if the obligations represented thereunder are collected by law,through an attorney-at-law, or under advice therefrom (clauses (a), (b), and(c) being hereinafter referred to as the “Secured Obligations”), by thegranting of the security interests contemplated by this Agreement, and

NOW, THEREFORE, for and in consideration ofthe recitals made above and other good and valuable consideration, the receipt,sufficiency and adequacy of which are hereby acknowledged, the parties heretoagree as follows:

1.             Defined Terms. All capitalized terms used herein(including, without limitation, in the preamble and recitals hereof) withoutdefinition shall have the meanings ascribed thereto in the CreditAgreement.  Any terms used in this Agreementthat are defined in the Code shall be construed and defined as set forth in theCode unless otherwise defined herein or in the Credit Agreement; provided,however, that to the extent that the Code is used to define any termherein and such term is defined differently in different Articles of the Code,the definition of such term contained in Article 9 of the Code shallgovern.  In addition to those termsdefined elsewhere in this Agreement, as used in this Agreement, the followingterms shall have the following meanings:

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(a)        “Accounts”means accounts asthat term is defined in the Code.

(b)           “Agent”has the meaning set forth in the preamble hereto.

(c)           “Agreement”has the meaning set forth in the preamble hereto.

(d)           “Books”means books and records (including each Grantor’s Records indicating,summarizing, or evidencing such Grantor’s assets (including the Collateral) orliabilities, all of each Grantor’s Records relating to such Grantor’s businessoperations or financial condition, and all of each Grantor’s goods or GeneralIntangibles related to such information).

(e)           “Borrower”and “Borrowers” have the meanings set forth in the recitals hereto.

(f)            “ChattelPaper” means chattel paper (as that term is defined in the Code) and, inany event, including, without limitation, tangible chattel paper and electronicchattel paper.

(g)           “Code”means the California Uniform Commercial Code, as in effect from time to time;provided, however, that in the event that, by reason of mandatory provisions oflaw, any or all of the attachment, perfection, priority, or remedies withrespect to Agent’s Lien on any Collateral is governed by the Uniform CommercialCode as enacted and in effect in a jurisdiction other than the State ofCalifornia, the term “Code” shall mean the Uniform Commercial Code as enactedand in effect in such other jurisdiction solely for purposes of the provisionsthereof relating to such attachment, perfection, priority, or remedies.

(h)           “Collateral”has the meaning set forth in Section 2.

(i)            “CommercialTort Claims” means commercial tort claims (as that term is defined in theCode).

(j)            “Copyrights”means all of the following (whether now owned or hereafter adopted or acquiredby a Grantor): copyrights and copyright registrations, including, withoutlimitation, the copyright registrations and recordings thereof and allapplications in connection therewith listed on Schedule 1 to theDisclosure Letter, and (i) all restorations, reversions, renewals, reissues,continuations or extensions thereof, (ii) all income, royalties, damages andpayments now and hereafter due and/or payable under and with respect thereto,including, without limitation, payments under all licenses entered into inconnection therewith and damages and payments for past or future infringementsor dilutions thereof, (iii) the right to sue for past, present and futureinfringements and dilutions thereof, (iv) the goodwill of each Grantor’sbusiness symbolized by the foregoing and connected therewith, and (v) all ofeach Grantor’s rights corresponding thereto throughout the world.

(k)           “CopyrightSecurity Agreement” means each Copyright Security Agreement among Grantors,or any of them, and Agent, for the benefit of the Lender Group and the BankProduct Providers, in substantially the form of Exhibit A attachedhereto, pursuant to which Grantors have granted to Agent, for the benefit ofthe Lender Group and the Bank Product Providers, a security interest in alltheir respective Copyrights.

(l)            “CreditAgreement” has the meaning set forth in the recitals hereto.

(m)          “DepositAccount” means deposit account as that term is defined in the Code.

(n)           “Equipment”means equipment as that term is defined in the Code.

(o)           “GeneralIntangibles” means general intangibles (as that term is defined in theCode) and, in any event, including, without limitation, payment intangibles,contract rights, rights to payment, rights 

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arising under common law, statutes, or regulations,choses or things in action, goodwill (including the goodwill associated withany Trademark, Patent, or Copyright), Patents, Trademarks, Copyrights, URLs anddomain names, industrial designs, other industrial or Intellectual Property orrights therein or applications therefor, whether under license or otherwise,rights in programs, programming materials, blueprints, drawings, purchaseorders, customer lists, monies due or recoverable from pension funds, routelists, rights to payment and other rights under any royalty or licensingagreements, including Intellectual Property Licenses, infringement claims,rights in computer programs, information contained on computer disks or tapes,software, literature, reports, catalogs, pension plan refunds, pension planrefund claims, insurance premium rebates, tax refunds, and tax refund claims,uncertificated securities, and any other personal property other thanCommercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts,goods, Investment Related Property, Negotiable Collateral, and oil, gas, orother minerals before extraction.

(p)           “Grantor”and “Grantors” have the meanings set forth in the preamble hereto.

(q)           “IntellectualProperty” means, with respect to any Grantor, any and all of such Grantor’srights to Intellectual Property licensed to such Grantor under any IntellectualProperty License, Patents, Copyrights, Trademarks, the goodwill associated withand symbolized by such Trademarks, confidential and proprietary information,trade secrets and know-how (including without limitation processes, schematics,databases, formulae, drawings, prototypes, models, designs, technical data,drawings, specifications, customer and supplier lists, pricing and costinformation, and business and marketing plans and proposals), all Software(including object and source code, data and related documentation), Internetweb sites, inventions and all other Intellectual Property or proprietary rightsand claims or causes of action arising out of or related to any infringement,misappropriation or other violation of any of the foregoing, including withoutlimitation rights to recover for past, present and future violations thereof.

(r)            “IntellectualProperty Licenses” means rights under or interest in any patent, trademark,copyright or other Intellectual Property, including software license agreementswith any other party but specifically excluding commercial off-the-shelfsoftware licenses to a Grantor, whether the applicable Grantor is a licensee orlicensor under any such license agreement, including, without limitation, thelicense agreements listed on Schedule 2 to the Disclosure Letter andmade a part hereof.

(s)           “Inventory”means inventory as that term is defined in the Code.

(t)            “InvestmentRelated Property” means (i) investment property (as that term is defined inthe Code), and (ii) all of the following regardless of whether classified asinvestment property under the Code:  allPledged Interests, Pledged Operating Agreements, and Pledged PartnershipAgreements.

(u)           “Lenders”has the meaning set forth in the recitals hereto.

(v)           “NegotiableCollateral” means letters of credit, letter of credit rights, instruments,promissory notes, drafts, and documents (as such terms may be defined in theCode).

(w)          “Parent”has the meaning set forth in the recitals hereto.

(x)            “Patents”means all of the following (whether now owned or hereafter adopted or acquiredby a Grantor): discoveries and ideas, whether patentable or not, and allpatents, registrations and patent applications, including, without limitation,the patents and patent applications listed on Schedule 3 to the DisclosureLetter, and (i) all reissues, continuations, continuations-in-part,substitutes, extensions or renewals thereof and improvements thereon, (ii) allincome, royalties, damages and payments now and hereafter due and/or payableunder and with respect thereto, including, without limitation, payments underall licenses entered into in connection therewith and damages and payments forpast or future infringements or dilutions thereof, (iii) the right to sue forpast, present and future infringements and dilutions thereof, and (iv) all ofeach Grantor’s rights corresponding thereto throughout the world.

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(y)           “PatentSecurity Agreement” means each Patent Security Agreement among Grantors, orany of them, and Agent, for the benefit of the Lender Group and the BankProduct Providers, in substantially the form of Exhibit B attachedhereto, pursuant to which Grantors have granted to Agent, for the benefit ofthe Lender Group and the Bank Product Provider, a security interest in alltheir respective Patents.

(z)            “PledgedCompanies” means each Person listed on Schedule 4 to the DisclosureLetter as a “Pledged Company”, together with each other Person, all or aportion of whose Stock, is acquired or otherwise owned by a Grantor after theClosing Date.

(aa)         “Pledged Interests”means all of each Grantor’s right, title and interest in and to all of theStock now or hereafter owned by such Grantor, regardless of class ordesignation, including, without limitation, in each of the Pledged Companies,and all substitutions therefor and replacements thereof, all proceeds thereofand all rights relating thereto, including, without limitation, anycertificates representing the Stock, the right to request after the occurrenceand during the continuation of an Event of Default that such Stock beregistered in the name of Agent or any of its nominees, the right to receiveany certificates representing any of the Stock and the right to require thatsuch certificates be delivered to Agent together with undated powers orassignments of investment securities with respect thereto, duly endorsed inblank by such Grantor, all warrants, options, share appreciation rights andother rights, contractual or otherwise, in respect thereof and of alldividends, distributions of income, profits, surplus, or other compensation byway of income or liquidating distributions, in cash or in kind, and cash,instruments, and other property from time to time received, receivable, orotherwise distributed in respect of or in addition to, in substitution of, onaccount of, or in exchange for any or all of the foregoing.

(bb)         “PledgedInterests Addendum” means a Pledged Interests Addendum substantially in theform of Exhibit C to this Agreement.

(cc)         “PledgedNotes” has the meaning set forth in Section 5(g).

(dd)         “PledgedOperating Agreements” means all of each Grantor’s rights, powers, andremedies under the limited liability company operating agreements of thePledged Companies that are limited liability companies.

(ee)         “PledgedPartnership Agreements” means all of each Grantor’s rights, powers, andremedies under the partnership agreements of each of the Pledged Companies thatare partnerships, if any.

(ff)           “Proceeds”has the meaning set forth in Section 2.

(gg)         “Records”means information that is inscribed on a tangible medium or which is stored inan electronic or other medium and is retrievable in perceivable form.

(hh)         “RequiredLibrary” means, as of any date of determination, the Copyrights of theGrantors that are based on or derived from the Software or other technology ofthe Grantors which, as of such date of determination, give rise to not lessthan 90% of Recurring Revenues for the twelve month period ending immediatelyprior to such date of determination.

(ii)           “SecuredObligations” has the meaning set forth in the recitals hereto.

(jj)           “SecuritiesAccounts” means securities accounts as that term is defined in the Code.

(kk)         “SecurityInterest” has the meaning set forth in Section 2.

(ll)           “Software”means any computer software, computer programs and computer systems (includingall databases, compilations, tool sets, compilers, higher level or proprietarylanguages, related 

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documentation and materials, whether in source code,object code or human readable form) sold, marketed, distributed, licensed or maintainedby each Grantor, and any computer software and computer programs necessary forthe conduct of the business of each Grantor.

(mm)       “SupportingObligations” means supporting obligations (as such term is defined in theCode), including letters of credit and guaranties issued in support ofAccounts, Chattel Paper, documents, General Intangibles, instruments, orInvestment Related Property.

(nn)         “Trademarks”means all of the following (whether now owned or hereafter adopted or acquiredby a Grantor): trademarks, trade names, registered trademarks, trademarkapplications, service marks, registered service marks and service markapplications, brand names, certification marks, collective marks, d/b/a’s,internet domain names, logos, symbols, trade dress, assumed names, fictitiousnames, trade names, and other indicia of origin, including, without limitation,the trade names, registered trademarks, trademark applications, registeredservice marks and service mark applications listed on Schedule 5 to theDisclosure Letter, and (i) all reissues, continuations, extensions,modifications and renewals thereof, (ii) all income, royalties, damages andpayments now and hereafter due and/or payable under and with respect thereto,including, without limitation, payments under all licenses entered into inconnection therewith and damages and payments for past or future infringementsor dilutions thereof, (iii) the right to sue for past, present and futureinfringements and dilutions thereof, (iv) the goodwill of each Grantor’sbusiness symbolized by the foregoing and connected therewith, and (v) all ofeach Grantor’s rights corresponding thereto throughout the world.

(oo)         “TrademarkSecurity Agreement” means each Trademark Security Agreement among Grantors,or any of them, and Agent, for the benefit of the Lender Group and the BankProduct Providers, in substantially the form of Exhibit D attachedhereto, pursuant to which Grantors have granted to Agent, for the benefit ofthe Lender Group and the Bank Product Providers, a security interest in alltheir respective Trademarks.

(pp)         “URL”means “uniform resource locator,” an internet web address.

2.             Grant of Security.  EachGrantor hereby unconditionally grants and pledges to Agent (and its agents anddesignees), for the benefit of the Lender Group and the Bank Product Providers,a continuing security interest in all personal property, of such Grantorwhether now owned or hereafter acquired or arising and wherever located(hereinafter referred to as the “Security Interest”), including, withoutlimitation, such Grantor’s right, title, and interest in and to the following,whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a)           all of suchGrantor’s Accounts;

(b)           all of suchGrantor’s Books;

(c)           all of suchGrantor’s Chattel Paper;

(d)           all of suchGrantor’s interest with respect to any Deposit Account;

(e)           all of suchGrantor’s Equipment and fixtures;

(f)            all of suchGrantor’s General Intangibles;

(g)           all of suchGrantor’s Inventory;

(h)           all of suchGrantor’s Investment Related Property;

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(i)            all of suchGrantor’s Negotiable Collateral;

(j)            all of suchGrantor’s rights in respect of Supporting Obligations;

(k)           all of suchGrantor’s interests in Commercial Tort Claims, including, without limitationthose Commercial Tort Claims listed on Schedule 6 to the DisclosureLetter;

(l)            all of suchGrantor’s money, Cash Equivalents, or other assets of such Grantor that now orhereafter come into the possession, custody, or control of Agent (or its agentor designee) or any other member of the Lender Group;

(m)          all of theproceeds and products, whether tangible or intangible, of any of the foregoing,including proceeds of insurance or commercial tort claims covering or relatingto any or all of the foregoing, and any and all Accounts, Books, Chattel Paper,Deposit Accounts, Equipment, General Intangibles, Inventory, Investment RelatedProperty, Negotiable Collateral, Supporting Obligations, Commercial TortClaims, money, or other tangible or intangible property resulting from thesale, lease, license, exchange, collection, or other disposition of any of theforegoing, the proceeds of any award in condemnation with respect to any of theproperty of Grantors, any rebates or refunds, whether for taxes or otherwise,and all proceeds of any such proceeds, or any portion thereof or interesttherein, and the proceeds thereof, and all proceeds of any loss of, damage to,or destruction of the above, whether insured or not insured, and, to the extentnot otherwise included, any indemnity, warranty, or guaranty payable by reasonof loss or damage to, or otherwise with respect to any of the foregoingCollateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds”includes whatever is receivable or received when Investment Related Property orproceeds are sold, exchanged, collected, or otherwise disposed of, whether suchdisposition is voluntary or involuntary, and includes, without limitation,proceeds of any indemnity or guaranty payable to any Grantor or Agent from timeto time with respect to any of the Investment Related Property.

Notwithstanding the foregoing or anything else contained herein to thecontrary, “Collateral” shall not include (x) any rights or interests in anylease, license, contract, or agreement, as such, or the assets subject theretoif under the terms of such lease, license, contract, or agreement, orapplicable law with respect thereto, the valid grant of a Lien therein or insuch assets to Agent is prohibited and such prohibition has not been or is notwaived or the consent of the other party to such lease, license, contract, oragreement has not been or is not otherwise obtained or under applicable lawsuch prohibition cannot be waived; (y) any application for a trademark(including, without limitation, intent-to-use trademark or service applicationsand any goodwill associated therewith) that would otherwise be deemedinvalidated, cancelled or abandoned due to the grant of a Lien thereon unlessand until such time as the grant of such Lien will not affect the validity ofsuch trademark; and (z) any of the outstandingStock of any subsidiary of a Grantor that is a Controlled Foreign Corporationin excess of 65% of the voting power of all classes of capital Stock of suchControlled Foreign Corporation entitled to vote; provided, thatimmediately upon any amendment of the IRC that would allow for a grant ofsecurity interest in a greater percentage of the voting power of capital Stockof any such subsidiary of such Grantor without adverse tax consequences, “Collateral”shall include such greater percentage of such Stock of such subsidiary fromthat time forward; provided, that the foregoing exclusions shallin no way be (i) construed to apply if any such prohibition would be renderedineffective under the Code (including Sections 9-406, 9-407 and 9-408 thereof)or other applicable law (including the Bankruptcy Code) or principles ofequity, (ii) construed so as to limit, impair or otherwise affect Agent’sunconditional continuing Liens upon any rights or interests of any Grantor inor to the proceeds thereof (including proceeds from the sale, license, lease orother disposition thereof), including monies due or to become due under anysuch lease, license, contract, or agreement (including any Accounts), or (iii)construed to apply at such time as the condition causing such prohibition shallbe remedied and, to the extent severable, “Collateral” shall include anyportion of such lease, license, contract, agreement or assets subject theretothat does not result in such prohibition.

3.             Security for Obligations.  ThisAgreement and the Security Interest created hereby secures the payment andperformance of all of the Secured Obligations, whether now existing or arisinghereafter.  

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Without limiting the generality of the foregoing,this Agreement secures the payment of all amounts which constitute part of theObligations and would be owed by Grantors, or any of them, to Agent, the LenderGroup, the Bank Product Providers or any of them, but for the fact that theyare unenforceable or not allowable due to the existence of an InsolvencyProceeding involving any Grantor.

4.             Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of theGrantors shall remain liable under the contracts and agreements included in theCollateral, including, without limitation, the Pledged Operating Agreements andthe Pledged Partnership Agreements, to perform all of the duties andobligations thereunder to the same extent as if this Agreement had not beenexecuted, (b) the exercise by Agent or any other member of the Lender Group ofany of the rights hereunder shall not release any Grantor from any of itsduties or obligations under such contracts and agreements included in the Collateral,and (c) none of the members of the Lender Group shall have any obligation orliability under such contracts and agreements included in the Collateral byreason of this Agreement, nor shall any of the members of the Lender Group beobligated to perform any of the obligations or duties of any Grantor thereunderor to take any action to collect or enforce any claim for payment assignedhereunder.  Until an Event of Defaultshall occur and be continuing, except as otherwise provided in this Agreement,the Credit Agreement, or any other Loan Document, Grantors shall have the rightto possession and enjoyment of the Collateral for the purpose of conducting theordinary course of their respective businesses, subject to and upon the termshereof and of the Credit Agreement and the other Loan Documents.  Without limiting the generality of theforegoing, it is the intention of the parties hereto that record and beneficialownership of the Pledged Interests, including, without limitation, all voting,consensual, and dividend rights, shall remain in the applicable Grantor untilthe occurrence of an Event of Default and until Agent shall notify theapplicable Grantor of Agent’s exercise of voting, consensual, and/or dividendrights with respect to the Pledged Interests pursuant to Section 15hereof.

5.             Representations and Warranties.  EachGrantor hereby represents and warrants as follows:

(a)           The exact legalname of each of the Grantors is set forth on the signature pages of thisAgreement or a written notice provided to Agent pursuant to Section 6.5of the Credit Agreement.

(b)           Schedule 7 to theDisclosure Letter sets forth all Real Property owned by Grantors as of theClosing Date.

(c)           Subject only toPermitted Liens, each Grantor owns, holds licenses in or otherwise has theright to use all Intellectual Property rights that are necessary, in thereasonable business judgment of such Grantor, to the conduct of its business ascurrently conducted and, as of the Closing Date, no Grantor has any interestin, or title to, any such registered Copyrights, Intellectual Property Licenses(other than licenses of Intellectual Property to a customer of a Grantor madein the ordinary course of business), registered Patents, or registeredTrademarks except as set forth on Schedules 1, 2, 3 and 5, respectively,to the Disclosure Letter.  As of theClosing Date and thereafter, as of the most recent date of delivery of anyupdated Schedules to the Disclosure Letter pursuant to Sections 6(g)(v)and 6(g)(vii), the registered Copyrights, Intellectual Property Licenses(other than licenses of Intellectual Property to a customer of a Grantor madein the ordinary course of business), registered Patents and registeredTrademarks set forth on Schedules 1, 2, 3 and 5 to the Disclosure Letterconstitute a true, correct and complete listing of all registered Copyrights,Intellectual Property Licenses (other than licenses of Intellectual Property toa customer of a Grantor made in the ordinary course of business), registeredPatents and registered Trademarks that are material to the conduct of thebusiness of such Grantor.  This Agreementis effective to create a valid and continuing Lien on such Copyrights,Intellectual Property Licenses (and all other licenses of such Grantor’sIntellectual Property under which such Grantor is a licensor), Patents andTrademarks, and, upon filing of the Copyright Security Agreement with theUnited States Copyright Office and filing of the Patent Security Agreement andthe Trademark Security Agreement with the United States Patent and TrademarkOffice, and the filing of appropriate financing statements in the jurisdictionslisted on Schedule 8 to the Disclosure Letter, all action necessary ordesirable to protect and perfect the Security Interest in and to each Grantor’sPatents, Trademarks, and Copyrights will have been taken and such perfectedSecurity Interests will be enforceable as such as against any and all creditorsof and 

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purchasers from any Grantor.  As of the Closing Date and thereafter, as ofthe most recent date of delivery of any updated Schedules to the DisclosureLetter pursuant to Sections 6(g)(v) and 6(g)(vii), no Grantor hasany interest in any Copyright that is material to the operation of such Grantor’sbusiness, except for those Copyrights identified on Schedule 2 to theDisclosure Letter which have been registered with the United States CopyrightOffice.  With respect to each item ofIntellectual Property constituting the Required Library as of any date ofdetermination occurring after the Closing Date, each Grantor will have, as andwhen required under the terms of this Agreement, filed applications and takenany and all other actions reasonably necessary to register the set orcollection of Copyrights relating to each item of Software (and each new majorrelease of such Software) of such Grantor and its Subsidiaries constituting theRequired Library as of such date, in good faith and in accordance with theprocedures and regulations of the United States Copyright Office and in amanner sufficient to impart constructive notice of such Grantor’s ownershipthereof.

(d)           This Agreementcreates a valid security interest in the Collateral of each Grantor, to theextent a security interest therein can be created under the Code, securing thepayment and performance of the Secured Obligations.  Except to the extent a security interest inthe Collateral cannot be perfected by the filing of a financing statement underthe Code, all filings and other actions necessary or desirable to perfect andprotect such security interest have been duly taken or will have been takenupon the filing of financing statements listing each applicable Grantor, as adebtor, and Agent, as secured party, in the jurisdictions listed next to suchGrantor’s name on Schedule 8 to the Disclosure Letter.  Upon the making of such filings, Agent shallhave a first priority perfected security interest in the Collateral of eachGrantor to the extent such security interest can be perfected by the filing ofa financing statement.  All action by anyGrantor necessary to protect and perfect such security interest on each item ofCollateral has been duly taken.

(e)           With respect tothe Pledged Interests, (i) except for the Security Interest created hereby,each Grantor is and will at all times be the sole holder of record and thelegal and beneficial owner, free and clear of all Liens other than PermittedLiens, of the Pledged Interests indicated on Schedule 4 to theDisclosure Letter as being owned by such Grantor and, when acquired by suchGrantor, any Pledged Interests acquired after the Closing Date; (ii) all of thePledged Interests are duly authorized, validly issued, fully paid andnonassessable and the Pledged Interests constitute or will constitute thepercentage of the issued and outstanding Equity Interests of the PledgedCompanies of the applicable Grantor identified on Schedule 4 to theDisclosure Letter as supplemented or modified by any Pledged Interests Addendumor any Supplement to this Agreement; (iii) each Grantor has the right andrequisite authority to pledge the Investment Related Property pledged by suchGrantor to Agent as provided herein; (iv) all actions necessary or desirable toperfect, establish the first priority of, or otherwise protect, Agent’s Liensin the Investment Related Property, and the proceeds thereof, have been dulytaken, (A) upon the execution and delivery of this Agreement, (B) upon thetaking of possession by Agent (or its agent or designee) of any certificatesconstituting the Pledged Interests, to the extent such Pledged Interests arerepresented by certificates, together with undated powers endorsed in blank bythe applicable Grantor, (C) upon the filing of financing statements in theapplicable jurisdiction set forth on Schedule 8 to the Disclosure Letterfor such Grantor with respect to the Pledged Interests of such Grantor that arenot represented by certificates, and (D) with respect to any SecuritiesAccounts, upon the delivery of Control Agreements with respect thereto; and (v)each Grantor has delivered to and deposited with Agent (or, with respect to anyPledged Interests created or obtained after the Closing Date, will deliver anddeposit in accordance with Sections 6(a) and 8 hereof) allcertificates representing the Pledged Interests owned by such Grantor to theextent such Pledged Interests are represented by certificates, and undatedpowers endorsed in blank with respect to such certificates.  None of the Pledged Interests owned or heldby such Grantor has been issued or transferred in violation of any securitiesregulation, securities disclosure or similar laws of any jurisdiction to whichsuch issuance or transfer may be subject.

(f)            No consent,approval, authorization, or other order or other action by, and no notice to orfiling with, any Governmental Authority or any other Person is required (i) forthe grant of a Security Interest by such Grantor in and to the Collateralpursuant to this Agreement or for the execution, delivery, or performance ofthis Agreement by such Grantor, or (ii) for the exercise by Agent of the votingor other rights provided for in this Agreement with respect to the InvestmentRelated Property or the remedies in respect of 

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the Collateral pursuant to this Agreement, except asmay be required in connection with such disposition of Investment RelatedProperty by laws affecting the offering and sale of securities generally.

(g)           There is no default, breach, violation or event ofacceleration existing under any promissory note having a face amount of$100,000 or more for any one such note or $250,000 or more in the aggregate forall such notes (as defined in the Code) constituting Collateral and pledgedhereunder (the “Pledged Notes”) and no event has occurred orcircumstance exists which, with the passage of time or the giving of notice, orboth, would constitute a default, breach, violation or event of accelerationunder the Pledged Notes.  Such Grantor,if it is an obligee under a Pledged Note, has not waived any default, breach,violation or event of acceleration under such Pledged Notes.  The proceeds of the loans evidenced by thePledged Notes have been fully disbursed and such Grantor has no obligation tomake any future advances or other disbursements under or in respect of the PledgedNotes.

(h)           Except to theextent that such Grantor, in its reasonable business judgment, no longer deemssuch Intellectual Property to be necessary to the conduct of its business andsuch Intellectual Property does not then constitute part of the RequiredLibrary, such Grantor has made in good faith and in accordance with theprocedures and regulations of the United States Copyright Office and the UnitedStates Patent and Trademark Office, as applicable, all payments, filings andrecordations necessary to protect and maintain its interest in the IntellectualProperty identified on Schedules 1, 2, 3 and 5 to the Disclosure Letterin the United States in a manner sufficient to claim in the public record suchGrantor’s ownership thereof, including (i) making all necessaryregistration, maintenance, and renewal fee payments; and (ii) filing allnecessary documents, including all applications for registration of suchIntellectual Property.

(i)            Such Grantorhas and enforces a policy requiring all employees, consultants and contractorslikely to participate in the development or creation of Intellectual Propertyto execute appropriate assignment agreements, pursuant to which each suchemployee, consultant or contractor has assigned to such Grantor all of itsrights, including all rights in Intellectual Property, in and to all ideas,inventions, processes, works of authorship and other work products that relateto such Grantor’s business and that were conceived, created, authored ordeveloped during the term of such employee’s, consultant’s or contractor’semployment or engagement by such Grantor. No past or present employee or contractor of Grantor has any ownershipinterest, license, permission or other right in or to any Intellectual Propertythat is material to the conduct of any such Grantor’s business, except that, tothe extent necessary for the conduct of their work for or on behalf of anyGrantor, (i) employees of each Grantor may have permission to use IntellectualProperty and (ii) contractors may have permission to use or license rights in IntellectualProperty of such Grantor.

(j)            Such Grantorhas taken all actions reasonably necessary to protect the confidentiality ofthe Intellectual Property that is material to the conduct of its business,including (A) protecting the secrecy and confidentiality of itsconfidential information and trade secrets by having and enforcing a policyrequiring all current employees, consultants, licensees, vendors andcontractors to execute appropriate confidentiality agreements; (B) takingall actions reasonably necessary to ensure that no trade secret falls or hasfallen into the public domain; and (C) protecting the secrecy andconfidentiality of the source code of all computer software programs andapplications of which it is the owner or licensee by having and enforcing apolicy requiring any licensees (or sublicensees) of such source code to enterinto license agreements with appropriate use and non-disclosure restrictions.

(k)           With respect tothe Patents, Trademarks and Copyrights owned by each Grantor that are materialto the business of such Grantor: (i) such Grantor’s right, title, and interestin and to such items are free and clear of any Liens other than PermittedLiens; (ii) the item is not subject to any outstanding injunction, judgment,order, decree, ruling, or charge of infringement or misappropriation; (iii) noaction, suit, proceeding, hearing, investigation, charge of infringement ormisappropriation, complaint, claim, or demand is currently pending and, to theknowledge of such Grantor, no action, suit, proceeding, hearing, investigation,charge, complaint, claim or demand has been threatened which challenges thelegality, validity, enforceability, use, or ownership of the item; and (iv) nolicense thereof has been granted by such Grantor which either (A) restricts, 

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in any material respect, such Grantor’s use of suchPatents, Trademarks or Copyrights or (B) restricts any sublicense of suchPatents, Trademarks or Copyrights granted to Agent under this Agreement.

(l)            With respect toeach Intellectual Property License, (i) such Intellectual Property License islegal, valid, binding, enforceable, and in full force and effect (except asenforcement may be limited by equitable principles or by bankruptcy,insolvency, reorganization, moratorium, or similar laws relating to or limitingcreditors’ rights generally) against the Grantor that is a party to theretoand, to the knowledge of such Grantor, the other parties thereto; and (ii)neither such Grantor nor, to the knowledge of such Grantor, any other party (x)to any material Intellectual Property License is in breach or default, and noevent has occurred which with notice or lapse of time would constitute a breachor default or permit termination, modification, or acceleration thereunder and(y) to any material Intellectual Property License is in material breach ordefault, and no event has occurred which with notice or lapse of time wouldconstitute a breach or default or permit termination, modification, oracceleration thereunder.

(m)          No claim has beenmade in writing or, to the best of each Grantor’s knowledge, threatened inwriting, that the conduct of any Grantor’s business as currently conducted orthe use by any Grantor of any material Intellectual Property does or mayviolate, in any material respects, the Intellectual Property rights of anyPerson.  No Grantor has received anywritten charge, complaint, claim, demand, or notice alleging any suchinfringement or misappropriation (including any claim that any Grantor mustlicense or refrain from using any Intellectual Property rights of any thirdparty).  To the best of each Grantor’sknowledge, no third party has infringed upon or misappropriated in any materialrespect any material Intellectual Property rights of any Grantor.

(n)           No claim hasbeen made in writing and is continuing or, to the best of such Grantor’sknowledge, threatened that the use by such Grantor of any Intellectual Propertythat is material to the conduct of its business does or may violate theIntellectual Property rights of any Person. To the best of such Grantor’s knowledge, there is currently noinfringement or unauthorized use of any item of Intellectual Property containedon Schedules 1, 2, 3 or 5 to the Disclosure Letter.

(o)           No Grantor hasany Commercial Tort Claim for an amount in excess of $100,000 in any oneinstance or $250,000 in the aggregate for all such claims other than those setforth on Schedule 6 to the Disclosure Letter.

6.             Covenants.  Each Grantor, jointly andseverally, covenants and agrees with Agent and the Lender Group that from andafter the date of this Agreement and until the date of termination of thisAgreement in accordance with Section 22 hereof:

(a)           Possession ofCollateral.  In theevent that any Collateral, including Proceeds, is evidenced by or consists ofNegotiable Collateral, Investment Related Property, Chattel Paper, and if andto the extent that perfection or priority of Agent’s Security Interest isdependent on or enhanced by possession and such collateral has a value of$100,000 or more in any one instance or $250,000 or more in the aggregate, asreasonably determined by Agent, the applicable Grantor, immediately upon therequest of Agent and in accordance with Section 8 hereof, shall executesuch other documents and instruments as shall be requested by Agent or, ifapplicable, endorse and deliver physical possession of such NegotiableCollateral, Investment Related Property, or Chattel Paper to Agent (or itsagent or designee), together with such undated powers endorsed in blank as shallbe requested by Agent.  Such Grantorhereby acknowledges and agrees that any such agent or designee of Agent shallbe deemed to be a “secured party” with respect to such Collateral for allpurposes.

 

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(b)           Chattel Paper.

(i)         Each Grantorshall take all steps reasonably necessary to grant Agent control of allelectronic Chattel Paper having a value of $100,000 or more in any one instanceor $250,000 or more in the aggregate in accordance with the Code and all “transferablerecords” as that term is defined in Section 16 of the Uniform ElectronicTransaction Act and Section 201 of the federal Electronic Signatures in Globaland National Commerce Act as in effect in any relevant jurisdiction;

(ii)        If any Grantorretains possession of any Chattel Paper or instruments (which retention ofpossession shall be subject to the extent permitted hereby and by the CreditAgreement), promptly upon the request of Agent, such Chattel Paper andinstruments having a value of $100,000 or more in any one instance or $250,000or more in the aggregate shall be marked with the following legend: “Thiswriting and the obligations evidenced or secured hereby are subject to theSecurity Interest of Wells Fargo Foothill, Inc., as Agent for the benefit ofthe Lender Group and the Bank Product Providers”;

(c)           Control Agreements.

(i)         Except to theextent otherwise permitted by the Credit Agreement, each Grantor shall obtainan authenticated Control Agreement, from each bank holding a Deposit Accountfor such Grantor.

(ii)        Except to theextent otherwise permitted by the Credit Agreement, each Grantor shall obtainauthenticated Control Agreements, from each issuer of uncertificatedsecurities, securities intermediary, or commodities intermediary issuing orholding any financial assets or commodities to or for any Grantor.

(d)           Letter ofCredit Rights.  EachGrantor that is or becomes the beneficiary of a letter of credit having a faceamount of $100,000****or more in anyone instance or $250,000 or more in the aggregate shall promptly (and in anyevent within 5 Business Days after becoming a beneficiary) notify Agent thereofand, upon the request by Agent, enter into a tri-party agreement with Agent andthe issuer and/or confirmation bank with respect to letter-of-credit rights (asthat term is defined in the Code) assigning such letter-of-credit rights toAgent and directing all payments thereunder to Agent’s Account, all in form andsubstance satisfactory to Agent.

(e)           Commercial TortClaims.  Each Grantor shall promptly(and in any event within 5 Business Days of receipt thereof) notify Agent inwriting upon incurring or otherwise obtaining a Commercial Tort Claim for anamount in excess of $100,000****inany one instance or $250,000 in the aggregate for all such claims after thedate hereof against any third party and, upon request of Agent, promptly amend Schedule6 to the Disclosure Letter, authorize the filing of additional financingstatements or amendments to existing financing statements and do such otheracts or things deemed necessary or desirable by Agent to give Agent a firstpriority, perfected security interest in any such Commercial Tort Claim.

(f)            GovernmentContracts.  If anyAccount or Chattel Paper arises out of a contract or contracts with the UnitedStates of America or any department, agency, or instrumentality thereofpursuant to which $100,000****or moremay be paid in any one instance or $250,000 or more may be paid in theaggregate for all such contracts, the applicable Grantor shall promptly (and inany event within 5 Business Days of the creation thereof) notify Agent thereofin writing and execute any instruments or take any steps reasonably required byAgent in order that all moneys due or to become due under such contract or contractsshall be assigned to Agent, for the benefit of the Lender Group and the BankProduct Providers, and notice thereof given under the Assignment of Claims Actof 1940, as amended (31 U.S.C. 3727; 41 U.S.C. 15), or other applicable law.

(g)           IntellectualProperty.

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(i)         Upon request ofAgent, in order to facilitate filings with the United States Patent andTrademark Office and the United States Copyright Office, each Grantor shallexecute and deliver to Agent one or more Copyright Security Agreements, TrademarkSecurity Agreements, and/or Patent Security Agreements to evidence Agent’s Lienon such Grantor’s Patents, Trademarks, and/or Copyrights, and the GeneralIntangibles of such Grantor relating thereto or represented thereby.

(ii)        Each Grantorshall have the duty, to the extent necessary, in the reasonable businessjudgment of such Grantor, in the operation of such Grantor’s business, (A) topromptly sue for infringement, misappropriation, or dilution and to recover anyand all damages for such infringement, misappropriation, or dilution of anyIntellectual Property, (B) to prosecute diligently any trademark application orservice mark application that is part of the Trademarks pending as of the datehereof or hereafter until the termination of this Agreement, (C) to prosecutediligently any patent application that is part of the Patents pending as of thedate hereof or hereafter until the termination of this Agreement, and (D) totake all reasonable and necessary action to preserve and maintain all of suchGrantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, andits rights therein, including the filing of applications for renewal,affidavits of use, affidavits of noncontestability and opposition andinterference and cancellation proceedings. Each Grantor shall promptly file an application with the United StatesCopyright Office for any Copyright that has not been registered with the UnitedStates Copyright Office if such Copyright is material to the operation of suchGrantor’s business.  Any expensesincurred in connection with the foregoing shall be borne by the Grantors.  Each Grantor further agrees not to abandonany Trademark, Patent, Copyright, or Intellectual Property License that isnecessary, in the reasonable business judgment of such Grantor, in theoperation of such Grantor’s business or which then constitutes part of theRequired Library without the prior written consent of Agent.

(iii)       Each Grantoracknowledges and agrees that the Lender Group shall have no duties with respectto the Trademarks, Patents, Copyrights, or Intellectual Property Licenses.  Without limiting the generality of this Section6(g), each Grantor acknowledges and agrees that no member of the LenderGroup shall be under any obligation to take any steps necessary to preserverights in the Trademarks, Patents, Copyrights, or Intellectual PropertyLicenses against any other Person, but any member of the Lender Group may do soat its option from and after the occurrence and during the continuance of anEvent of Default, and all expenses incurred in connection therewith (including,without limitation, reasonable fees and expenses of attorneys and otherprofessionals) shall be for the sole account of Borrowers and shall bechargeable to the Loan Account.

(iv)       Except to theextent that such Grantor, in its reasonable business judgment, no longer deemssuch Intellectual Property to be necessary, in the reasonable business judgmentof such Grantor, to the conduct of its business and such Intellectual Propertydoes not then constitute part of the Required Library, such Grantor agrees totake all necessary steps, including making all necessary payments and filingsin connection with registration, maintenance, and renewal of Copyrights,Trademarks, and Patents in the United States Copyright Office, the UnitedStates Patent and Trademark Office, any other appropriate government agenciesin foreign jurisdictions or in any court, to maintain each such IntellectualProperty right; provided, however, no Grantor shall, either itselfor through any agent, employee, licensee, or designee, file an application forthe registration of any Copyright with the United States Copyright Office orany similar office or agency, except in compliance with the provisions of Sections6(g)(v) and (vi).  Grantorhereby agrees to take, or cause to be taken, corresponding steps with respectto each new or acquired Intellectual Property right to which it is now or laterbecomes entitled that are necessary, in the reasonable business judgment ofsuch Grantor, to the conduct of its business or then constitute part of theRequired Library.  Any expenses incurredin connection with such activities shall be borne solely by such Grantor.  In no event shall any Grantor, either itselfor through any agent, employee, licensee, or designee, file an application forthe registration of any Patent, Trademark, or Copyright with the United StatesPatent and Trademark Office, the United States Copyright Office or any similaroffice or agency without complying with this Section 6(g).

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(v)        Within 10Business Days after the end of each of Parent’s fiscal quarters, such Grantorshall deliver to Agent documentation reasonably satisfactory to Agentidentifying the Copyrights, whether created or acquired before or after the ClosingDate, comprising the Required Library (including any supporting documentationrelating to the determination of the composition of the Required Library) as ofthe end of such fiscal quarter, the percentage of the aggregate amount ofRecurring Revenue generated for the preceding quarter by and/or arising fromeach such Copyright and the registration number issued for each such Copyrightby the U.S. Copyright Office.  No morethan 20 Business Days following each such date of delivery, such Grantor shallfile applications and take any and all other actions necessary to register orrecord a transfer of ownership, as applicable, to such Grantor with respect toeach such Copyright comprising the Required Library as of such date which onthe applicable date of delivery is not already the subject of a validregistration or an application therefor diligently prosecuted with the UnitedStates Copyright Office (or any similar office of any other jurisdiction inwhich Copyrights are used) identifying such Grantor as the sole claimantthereof in a manner sufficient to claim in the public record such Grantor’sownership thereof.

(vi)       Withoutlimiting any other provision hereof, within 5 Business Days following the dateof registration of or recordation of transfer of ownership, as applicable, tosuch Grantor of any Copyrights, such Grantor shall cause to be prepared,executed, and delivered to Agent (A) a Copyright Security Agreement orsupplemental schedules to the Copyright Security Agreement reflecting thesecurity interest of Agent in such Copyrights, which supplemental schedulesshall be in form and content suitable for recordation with the United StatesCopyright Office (or any similar office of any other jurisdiction in whichCopyrights are used) so as to give constructive notice, when so recorded, ofthe transfer by such Grantor to Agent of a security interest in such Copyrightsand (B) any other documentation as Agent reasonably deems necessary in order toperfect, and confirm and continue the perfection of, Agent’s Liens on suchCopyrights following such recordation.

(vii)      Withoutlimiting any other provision hereof, within 10 Business Days after the end ofeach of Parent’s fiscal quarters, such Grantor shall (A) provide Agent with awritten report of all new Patents and Trademarks that are registered or thesubject of pending applications for registrations, which were acquired,generated or filed by such Grantor during such quarter, and (B) cause to beprepared, executed, and delivered to Agent supplemental schedules to theapplicable Loan Documents to identify such Copyright, Patent and Trademarkregistrations and applications therefor as being subject to the securityinterests created thereunder.

(viii)     Such Grantorshall take the actions necessary, as determined by such Grantor in itsreasonable business judgment, to protect the confidentiality of theIntellectual Property that is material to the conduct of its business including(A) protecting the secrecy and confidentiality of such Intellectual Property byhaving and enforcing a policy requiring all current employees, consultants,licensees, vendors and contractors to execute appropriate confidentialityagreements; (B) taking actions necessary, as determined by such Grantor in itsreasonable business judgment, to ensure that no such Intellectual Propertyfalls or has fallen into the public domain; and (C) protecting the secrecy andconfidentiality of the source code of all Software of which it is the owner orlicensee by having and enforcing a policy requiring any licensees (orsublicensees) of such source code to enter into license agreements withappropriate use and non-disclosure restrictions.

(ix)       Such Grantorshall ensure that each of the representations and warranties contained in Sections5(i) through 5(n) hereof shall remain true and correct at all times.

(h)           Investment Related Property.

(i)         If any Grantorshall receive or become entitled to receive any Pledged Interests after theClosing Date, it shall promptly (and in any event within 5 Business Days ofreceipt thereof) deliver to Agent a duly executed Pledged Interests Addendumidentifying such Pledged Interests.

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(ii)        All sums ofmoney and property paid or distributed in respect of the Investment RelatedProperty which are received by any Grantor shall be held by such Grantor intrust for the benefit of Agent segregated from such Grantor’s other property,and such Grantor shall deliver the same forthwith to Agent’s in the exact formreceived.

(iii)       Each Grantorshall promptly deliver to Agent a copy of each notice or other communicationreceived by it in respect of any Pledged Interests.

(iv)       No Grantorshall make or consent to any amendment or other modification or waiver withrespect to any Pledged Interests, Pledged Operating Agreement, or Pledged PartnershipAgreement, or enter into any agreement or permit to exist any restriction withrespect to any Pledged Interests other than pursuant to the Loan Documents.

(v)        Each Grantoragrees that it will cooperate with Agent in obtaining all necessary approvalsand making all necessary filings under federal, state, local, or foreign law inconnection with the Security Interest on the Investment Related Property or anysale or transfer thereof.

(vi)       As to alllimited liability company or partnership interests, issued under any PledgedOperating Agreement or Pledged Partnership Agreement, each Grantor herebyrepresents, warrants and covenants that the Pledged Interests issued pursuantto any such agreement (A) are not and shall not be dealt in or traded on securitiesexchanges or in securities markets, (B) do not and will not constituteinvestment company securities, and (C) are not and will not be held bysuch Pledgor in a securities account.  Inaddition, none of the Pledged Operating Agreements, the Pledged PartnershipAgreements, or any other agreements governing any of the Pledged Interestsissued under any Pledged Operating Agreement or Pledged Partnership Agreement,provide or shall provide that such Pledged Interests are securities governed byArticle 8 of the Uniform Commercial Code as in effect in any relevantjurisdiction.

(i)            Real Property;Fixtures.  EachGrantor covenants and agrees that upon the acquisition of any fee interest inReal Property having a value of $250,000 or more, it will promptly (and in anyevent within 5 Business Days of acquisition) notify Agent of the acquisition ofsuch Real Property and will grant to Agent, for the benefit of the Lender Groupand the Bank Product Providers, a first priority Mortgage on each fee interestin Real Property now or hereafter owned by such Grantor and shall deliver suchother documentation and opinions, in form and substance satisfactory to Agent,in connection with the grant of such Mortgage as Agent shall request in itsPermitted Discretion, including, without limitation, title insurance policies,financing statements, fixture filings and environmental audits and such Grantorshall pay all recording costs, intangible taxes and other fees and costs(including reasonable attorneys fees and expenses) incurred in connectiontherewith.  Each Grantor acknowledges andagrees that, to the extent permitted by applicable law, all of its Collateralshall remain personal property regardless of the manner of its attachment or affixationto real property.

(j)            Transfers andOther Liens.  No Grantorshall (i) sell, assign (by operation of law or otherwise) or otherwise disposeof, or grant any option with respect to, any of the Collateral, except asexpressly permitted by the Credit Agreement, or (ii) create or permit to existany Lien upon or with respect to any Collateral, except for PermittedLiens.  The inclusion of Proceeds in theCollateral shall not be deemed to constitute Agent’s consent to any sale orother disposition of any of the Collateral except as expressly permitted inthis Agreement or the other Loan Documents.

(k)           Other Actionsas to Any and All Collateral.  Each Grantor shall promptly (and in any eventwithin 5 Business Days of acquiring or obtaining such Collateral) notify Agentin writing upon (i) acquiring or otherwise obtaining any Collateral after thedate hereof consisting of Investment Related Property, Chattel Paper(electronic, tangible or otherwise), documents (as defined in Article 9 theCode), promissory notes (as defined in the Code) or instruments (as defined inthe Code), in each case, in an amount in excess of $100,000 or (ii) any amountpayable in excess of $250,000 under or in connection with any of the Collateral

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being or becoming evidenced after the date hereof byany Chattel Paper, documents, promissory notes or instruments, and, in eachsuch case (subject to any limitations set forth herein), upon the request ofAgent and in accordance with Section 8 hereof, promptly execute suchother documents and instruments, or if applicable, deliver such Chattel Paper,documents, promissory notes, instruments or certificates evidencing anyInvestment Related Property in accordance with Section 6 hereof and dosuch other acts or things deemed necessary or desirable by Agent to protectAgent’s Security Interest therein.

(l)            **[Reserved.]**

(m)          Pledged Notes.

(i)         Such Grantor will not waive orrelease any obligation of any party to the Pledged Notes without the priorwritten consent of Agent.

(ii)        Such Grantor will not take or omit to take any action or suffer or permitany action to be omitted or taken, the taking or omission of which would resultin any right of offset against sums payable under the Pledged Notes.

(iii)       Such Grantor shall give Agentcopies of all notices (including notices of default) given or received withrespect to the Pledged Notes promptly after giving or receiving any suchnotice.

(iv)       Without Agent’s priorwritten consent, such Grantor shall not, and shall not agree to, assign orsurrender its rights and interests under the Pledged Notes nor terminate,cancel, modify, change, supplement or amend the Pledged Notes.

7.             Relation to Other Security Documents.  Theprovisions of this Agreement shall be read and construed with the other LoanDocuments referred to below in the manner so indicated.

(a)           CreditAgreement. In the event of any conflict between any provisionin this Agreement and a provision in the Credit Agreement, such provision ofthe Credit Agreement shall control.

(b)           Patent,Trademark, Copyright Security Agreements.  The provisions of the Copyright SecurityAgreements, Trademark Security Agreements, and Patent Security Agreements aresupplemental to the provisions of this Agreement, and nothing contained in theCopyright Security Agreements, Trademark Security Agreements, or the PatentSecurity Agreements shall limit any of the rights or remedies of Agenthereunder.

8.             Further Assurances.

(a)           Each Grantoragrees that from time to time, at its own expense, such Grantor will promptlyexecute and deliver all further instruments and documents, and take all furtheraction, that may be necessary or that Agent may reasonably request, in order toperfect and protect any Security Interest granted or purported to be grantedhereby or to enable Agent to exercise and enforce its rights and remedieshereunder with respect to any of the Collateral.

(b)           Each Grantorauthorizes the filing of such financing or continuation statements, oramendments thereto, and such Grantor will execute and deliver to Agent suchother instruments or notices, as may be necessary or as Agent may reasonablyrequest, in order to perfect and preserve the Security Interest granted orpurported to be granted hereby.

(c)           Each Grantorauthorizes Agent at any time and from time to time to file, transmit, orcommunicate, as applicable, financing statements and amendments (i) describingthe Collateral as “all personal property of debtor” or “all assets of debtor”or words of similar effect, (ii) describing the Collateral as being of

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equal or lesser scope or with greater detail, or(iii) that contain any information required by part 5 of Article 9 of the Codefor the sufficiency or filing office acceptance.  Each Grantor also hereby ratifies any and allfinancing statements or amendments previously filed by Agent in any jurisdiction.

(d)           Each Grantoracknowledges that it is not authorized to file any financing statement oramendment or termination statement with respect to any financing statementfiled in connection with this Agreement without the prior written consent ofAgent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

9.             Agent’s Right to Perform Contracts.  Uponthe occurrence and during the continuance of an Event of Default, Agent (or itsdesignee) may proceed to perform any and all of the obligations of any Grantorcontained in any contract, lease, or other agreement and exercise any and allrights of any Grantor therein contained as fully as such Grantor itself could.

10.           Agent Appointed Attorney-in-Fact.  EachGrantor hereby irrevocably appoints Agent its attorney-in-fact, with fullauthority in the place and stead of such Grantor and in the name of suchGrantor or otherwise, at such time as an Event of Default has occurred and iscontinuing under the Credit Agreement, to take any action and to execute anyinstrument which Agent may reasonably deem necessary or advisable to accomplishthe purposes of this Agreement, including, without limitation:

(a)           to ask, demand,collect, sue for, recover, compromise, receive and give acquittance andreceipts for moneys due and to become due under or in connection with theAccounts or any other Collateral of such Grantor;

(b)           to receive andopen all mail addressed to such Grantor and to notify postal authorities tochange the address for the delivery of mail to such Grantor to that of Agent;

(c)           to receive,indorse, and collect any drafts or other instruments, documents, NegotiableCollateral or Chattel Paper;

(d)           to file anyclaims or take any action or institute any proceedings which Agent may deemnecessary or desirable for the collection of any of the Collateral of suchGrantor or otherwise to enforce the rights of Agent with respect to any of theCollateral;

(e)           to repair,alter, or supply goods, if any, necessary to fulfill in whole or in part thepurchase order of any Person obligated to such Grantor in respect of anyAccount of such Grantor;

(f)            to use anylabels, Patents, Trademarks, trade names, URLs, domain names, industrialdesigns, Copyrights, advertising matter or other industrial or Intellectual Propertyrights, in advertising for sale and selling Inventory and other Collateral andto collect any amounts due under Accounts, contracts or Negotiable Collateralof such Grantor; and

(g)           Agent, onbehalf of the Lender Group and the Bank Product Providers, shall have theright, but shall not be obligated, to bring suit in its own name to enforce theTrademarks, Patents, Copyrights and Intellectual Property Licenses and, ifAgent shall commence any such suit, the appropriate Grantor shall, at therequest of Agent, do any and all lawful acts and execute any and all properdocuments reasonably required by Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all thatsuch attorney-in-fact shall lawfully do or cause to be done by virtuehereof.  This power of attorney iscoupled with an interest and shall be irrevocable until this Agreement isterminated.

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11.           Agent May Perform.  Ifany Grantor fails to perform any agreement contained herein, Agent may itselfperform, or cause performance of, such agreement, and the reasonable expensesof Agent incurred in connection therewith shall be payable, jointly andseverally, by Grantors.

12.           Agent’s Duties.  Thepowers conferred on Agent hereunder are solely to protect Agent’s interest inthe Collateral, for the benefit of the Lender Group and the Bank ProductProviders, and shall not impose any duty upon Agent to exercise any suchpowers.  Except for the safe custody ofany Collateral in its actual possession and the accounting for moneys actuallyreceived by it hereunder, Agent shall have no duty as to any Collateral or asto the taking of any necessary steps to preserve rights against prior partiesor any other rights pertaining to any Collateral.  Agent shall be deemed to have exercisedreasonable care in the custody and preservation of any Collateral in its actualpossession if such Collateral is accorded treatment substantially equal to thatwhich Agent accords its own property.

13.           Collection of Accounts, General Intangibles andNegotiable Collateral.  At any time upon the occurrence and duringthe continuation of an Event of Default, Agent or Agent’s designee may (a)notify Account Debtors of any Grantor that the Accounts, General Intangibles,Chattel Paper or Negotiable Collateral have been assigned to Agent, for thebenefit of the Lender Group and the Bank Product Providers, in connection withthe exercise of its remedies hereunder, or that Agent has a security interesttherein, and (b) collect the Accounts, General Intangibles and NegotiableCollateral directly, and any collection costs and expenses shall constitutepart of the Secured Obligations under the Loan Documents.

14.           Disposition of Pledged Interests by Agent.  Noneof the Pledged Interests existing as of the date of this Agreement are, andnone of the Pledged Interests hereafter acquired on the date of acquisitionthereof will be, registered or qualified under the various federal or statesecurities laws of the United States and disposition thereof after an Event of Defaultmay be restricted to one or more private (instead of public) sales in view ofthe lack of such registration.  EachGrantor understands that in connection with such disposition, Agent mayapproach only a restricted number of potential purchasers and furtherunderstands that a sale under such circumstances may yield a lower price forthe Pledged Interests than if the Pledged Interests were registered andqualified pursuant to federal and state securities laws and sold on the openmarket.  Each Grantor, therefore, agreesthat:  (a) if Agent shall, pursuant tothe terms of this Agreement, sell or cause the Pledged Interests or any portionthereof to be sold at a private sale, Agent shall have the right to rely uponthe advice and opinion of any nationally recognized brokerage or investmentfirm (but shall not be obligated to seek such advice and the failure to do soshall not be considered in determining the commercial reasonableness of suchaction) as to the best manner in which to offer the Pledged Interest for saleand as to the best price reasonably obtainable at the private sale thereof; and(b) such reliance shall be conclusive evidence that Agent has handled thedisposition in a commercially reasonable manner.

15.           Voting Rights.

(a)           Upon theoccurrence and during the continuation of an Event of Default, (i) Agent may,at its option, and with 2 Business Day’s prior notice (unless such Event ofDefault is an Event of Default specified in Section 7.4 or 7.5 ofthe Credit Agreement, in which case no such notice need be given) to theGrantors, and in addition to all rights and remedies available to Agent underany other agreement, at law, in equity, or otherwise, exercise all votingrights, and all other ownership or consensual rights in respect of the PledgedInterests owned by such Grantor, but under no circumstances is Agent obligatedby the terms of this Agreement to exercise such rights, and (ii) if Agent dulyexercises its right to vote any of such Pledged Interests, each Grantor herebyappoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLEPROXY to vote such Pledged Interests in any manner Agent deems advisable for oragainst all matters submitted or which may be submitted to a vote ofshareholders, partners or members, as the case may be.  The power-of-attorney granted hereby iscoupled with an interest and shall be irrevocable.

(b)           For so long asany Grantor shall have the right to vote the Pledged Interests owned by it,such Grantor covenants and agrees that it will not, without the prior writtenconsent of Agent, vote or

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take any consensual action with respect to suchPledged Interests which would materially and adversely affect the rights ofAgent, the other members of the Lender Group, any Bank Product Provider or thevalue of the Pledged Interests or that would be inconsistent with or result inany violation of any provision of the Credit Agreement or any other LoanDocument.

16.           Remedies.  Upon the occurrence and duringthe continuance of an Event of Default:

(a)           Agent mayexercise in respect of the Collateral, in addition to other rights and remediesprovided for herein, in the other Loan Documents, or otherwise available to it,all the rights and remedies of a secured party on default under the Code or anyother applicable law.  Without limitingthe generality of the foregoing, each Grantor expressly agrees that, in anysuch event, Agent without demand of performance or other demand, advertisementor notice of any kind (except a notice specified below of time and place ofpublic or private sale) to or upon any of Grantors or any other Person (all andeach of which demands, advertisements and notices are hereby expressly waivedto the maximum extent permitted by the Code or any other applicable law), maytake immediate possession of all or any portion of the Collateral and (i)require Grantors to, and each Grantor hereby agrees that it will at its ownexpense and upon request of Agent forthwith, assemble all or part of theCollateral as directed by Agent and make it available to Agent at one or morelocations where such Grantor regularly maintains Inventory, and (ii) withoutnotice except as specified below, sell the Collateral or any part thereof inone or more parcels at public or private sale, at any of Agent’s offices orelsewhere, for cash, on credit, and upon such other terms as Agent may deemcommercially reasonable.  Each Grantoragrees that, to the extent notice of sale shall be required by law, at least 10days notice to any of Grantors of the time and place of any public sale or thetime after which any private sale is to be made shall constitute reasonablenotification and specifically such notice shall constitute a reasonable “authenticatednotification of disposition” within the meaning of Section 9-611 of the Code.  Agent shall not be obligated to make any saleof Collateral regardless of notice of sale having been given.  Agent may adjourn any public or private salefrom time to time by announcement at the time and place fixed therefor, andsuch sale may, without further notice, be made at the time and place to whichit was so adjourned.

(b)           Agent is herebygranted an irrevocable license or other right to use, without liability forroyalties or any other charge, each Grantor’s labels, Patents, Copyrights,rights of use of any name, trade secrets, trade names, Trademarks, servicemarks and advertising matter, URLs, domain names, industrial designs, otherindustrial or Intellectual Property or any property of a similar nature,whether owned by any Grantor or with respect to which any Grantor has rightsunder license, sublicense, or other agreements, as it pertains to theCollateral, in preparing for sale, advertising for sale and selling anyCollateral, and each Grantor’s rights under all licenses and all franchise agreementsshall inure to the benefit of Agent.

(c)           Any cash heldby Agent as Collateral and all cash proceeds received by Agent in respect ofany sale of, collection from, or other realization upon all or any part of theCollateral shall be applied against the Secured Obligations in the order setforth in the Credit Agreement.  In theevent the proceeds of Collateral are insufficient to satisfy all of the SecuredObligations in full, each Grantor shall remain jointly and severally liable forany such deficiency.

(d)           Each Grantorhereby acknowledges that the Secured Obligations arose out of a commercialtransaction, and agrees that if an Event of Default shall occur Agent shallhave the right to an immediate writ of possession without notice of a hearing.  Agent shall have the right to the appointmentof a receiver for the properties and assets of each Grantor, and each Grantorhereby consents to such rights and such appointment and hereby waives anyobjection such Grantor may have thereto or the right to have a bond or othersecurity posted by Agent.

(e)           Notwithstandinganything herein to the contrary, any enforcement of Agent’s rights and remedieswith respect to the Stock of Second Street Securities, Inc. shall be conductedin accordance with all applicable National Association of Securities Dealers,Inc. regulations and other such applicable laws.

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17.           Remedies Cumulative.  Eachright, power, and remedy of Agent as provided for in this Agreement or in theother Loan Documents or now or hereafter existing at law or in equity or bystatute or otherwise shall be cumulative and concurrent and shall be inaddition to every other right, power, or remedy provided for in this Agreementor in the other Loan Documents or now or hereafter existing at law or in equityor by statute or otherwise, and the exercise or beginning of the exercise byAgent, of any one or more of such rights, powers, or remedies shall notpreclude the simultaneous or later exercise by Agent of any or all such otherrights, powers, or remedies.

18.           Marshaling. Agent  shall not be required tomarshal any present or future collateral security (including but not limited tothe Collateral) for, or other assurances of payment of, the Secured Obligationsor any of them or to resort to such collateral security or other assurances ofpayment in any particular order, and all of its rights and remedies hereunderand in respect of such collateral security and other assurances of paymentshall be cumulative and in addition to all other rights and remedies, howeverexisting or arising.  To the extent thatit lawfully may, each Grantor hereby agrees that it will not invoke any lawrelating to the marshaling of collateral which might cause delay in or impedethe enforcement of Agent’s rights and remedies under this Agreement or underany other instrument creating or evidencing any of the Secured Obligations orunder which any of the Secured Obligations is outstanding or by which any ofthe Secured Obligations is secured or payment thereof is otherwise assured, and,to the extent that it lawfully may, each Grantor hereby irrevocably waives thebenefits of all such laws.

19.           Indemnity and Expenses.

(a)           Each Grantoragrees to indemnify Agent and the other members of the Lender Group from andagainst all claims, lawsuits and liabilities (including reasonable attorneysfees) growing out of or resulting from this Agreement (including, withoutlimitation, enforcement of this Agreement) or any other Loan Document to whichsuch Grantor is a party, except claims, losses or liabilities resulting fromthe gross negligence or willful misconduct of the party seeking indemnificationas determined by a final non-appealable order of a court of competentjurisdiction.  This provision shallsurvive the termination of this Agreement and the Credit Agreement and therepayment of the Secured Obligations.

(b)           Grantors,jointly and severally, shall, upon demand, pay to Agent (or Agent, may chargeto the Loan Account) all the Lender Group Expenses which Agent may incur inconnection with (i) the administration of this Agreement, (ii) the custody,preservation, use or operation of, or, upon an Event of Default, the sale of,collection from, or other realization upon, any of the Collateral in accordancewith this Agreement and the other Loan Documents, (iii) the exercise orenforcement of any of the rights of Agent hereunder or (iv) the failure by anyof Grantors to perform or observe any of the provisions hereof.

20.           Merger, Amendments; Etc.  THISWRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINALAGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THEPARTIES.  No waiver of any provision ofthis Agreement, and no consent to any departure by any of Grantors herefrom,shall in any event be effective unless the same shall be in writing and signedby Agent, and then such waiver or consent shall be effective only in thespecific instance and for the specific purpose for which given.  No amendment of any provision of thisAgreement shall be effective unless the same shall be in writing and signed byAgent and each Grantor to which such amendment applies.

21.           Addresses for Notices.  Allnotices and other communications provided for hereunder shall be given in theform and manner and delivered to Agent at its address specified in the CreditAgreement, and to any of the Grantors at their respective addresses specifiedin the Credit Agreement or Guaranty, as applicable, or, as to any party, atsuch other address as shall be designated by such party in a written notice tothe other party.

 

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22.           Continuing Security Interest: Assignmentsunder Credit Agreement.  This Agreement shall create a continuingsecurity interest in the Collateral and shall (a) remain in full force andeffect until the Obligations have been paid in full in cash in accordance withthe provisions of the Credit Agreement and the Commitments have expired or havebeen terminated, (b) be binding upon each Grantor, and their respectivesuccessors and assigns, and (c) inure to the benefit of, and be enforceable by,Agent, and its successors, transferees and assigns.  Without limiting the generality of theforegoing clause (c), any Lender may, in accordance with the provisions of theCredit Agreement, assign or otherwise transfer all or any portion of its rightsand obligations under the Credit Agreement to any other Person, and such otherPerson shall thereupon become vested with all the benefits in respect thereofgranted to such Lender herein or otherwise. Upon payment in full in cash of the Obligations in accordance with theprovisions of the Credit Agreement and the expiration or termination of theCommitments, the Security Interest granted hereby shall terminate and thisAgreement and all rights to the Collateral shall revert to Grantors or anyother Person entitled thereto.  At suchtime, Agent will file or authorize the filing of appropriate terminationstatements to terminate such Security Interests.  No transfer or renewal, extension,assignment, or termination of this Agreement or of the Credit Agreement, anyother Loan Document, or any other instrument or document executed and deliveredby any Grantor to Agent nor any additional Advances or other loans made by anyLender to any Borrower, nor the taking of further security, nor the retaking orre-delivery of the Collateral to Grantors, or any of them, by Agent, nor anyother act of the Lender Group or the Bank Product Providers, or any of them,shall release any Grantor from any obligation, except a release or dischargeexecuted in writing by Agent in accordance with the provisions of the CreditAgreement.  Agent shall not by any act,delay, omission or otherwise, be deemed to have waived any of its rights orremedies hereunder, unless such waiver is in writing and signed by Agent and thenonly to the extent therein set forth.  Awaiver by Agent of any right or remedy on any occasion shall not be construedas a bar to the exercise of any such right or remedy which Agent wouldotherwise have had on any other occasion.

23.           GoverningLaw.

(a)           THE VALIDITY OFTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THECONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THECONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THERIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISINGHEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER,GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFCALIFORNIA.

(b)           THE PARTIESAGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENTAND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATEAND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THECOUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER,THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAYBE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENTELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BEFOUND.  AGENT AND EACH GRANTOR WAIVE, TOTHE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERTTHE DOCTRINE OF FORUMNONCONVENIENS OR TO OBJECT TO VENUETO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION23(b).

(c)           AGENT AND EACHGRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM ORCAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THETRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  AGENT AND EACH GRANTOR REPRESENT THAT 

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EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY ANDVOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGALCOUNSEL.  IN THE EVENT OF LITIGATION, ACOPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THECOURT.

24.           New Subsidiaries. Pursuant to Section 5.16 of the Credit Agreement, any direct orindirect U.S. Subsidiary acquired after the Closing Date (whether byacquisition or creation)by any Grantor is required to enter into this Agreementby executing and delivering in favor of Agent a supplement to this Agreement inthe form of Annex 1 attached hereto. Upon the execution and delivery of Annex 1 by such new U.S.Subsidiary, such U.S. Subsidiary shall become a Grantor hereunder with the sameforce and effect as if originally named as a Grantor herein.  The execution and delivery of any instrumentadding an additional Grantor as a party to this Agreement shall not require theconsent of any Grantor hereunder.  Therights and obligations of each Grantor hereunder shall remain in full force andeffect notwithstanding the addition of any new Grantor hereunder.

25.           Agent.  Each reference herein to anyright granted to, benefit conferred upon or power exercisable by the “Agent”shall be a reference to Agent, for the benefit of the Lender Group and the BankProduct Providers.

26.           Miscellaneous.

(a)           This Agreementmay be executed in any number of counterparts and by different parties onseparate counterparts, each of which, when executed and delivered, shall bedeemed to be an original, and all of which, when taken together, shallconstitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimileor other electronic method of transmission shall be equally as effective asdelivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpartof this Agreement by telefacsimile or other electronic method of transmissionalso shall deliver an original executed counterpart of this Agreement but thefailure to deliver an original executed counterpart shall not affect thevalidity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document*mutatis mutandis*.

(b)           Any provisionof this Agreement which is prohibited or unenforceable shall be ineffective tothe extent of such prohibition or unenforceability without invalidating theremaining provisions hereof in that jurisdiction or affecting the validity orenforceability of such provision in any other jurisdiction.

(c)           Headings usedin this Agreement are for convenience only and shall not be used in connectionwith the interpretation of any provision hereof.

(d)           The pronounsused herein shall include, when appropriate, either gender and both singularand plural, and the grammatical construction of sentences shall conformthereto.

(e)           Unless thecontext of this Agreement or any other Loan Document clearly requiresotherwise, references to the plural include the singular, references to thesingular include the plural, the terms “includes” and  “including” are not limiting, and the term “or”has, except where otherwise indicated, the inclusive meaning represented by thephrase “and/or.”  The words “hereof,” “herein,”“hereby,” “hereunder,” and similar terms in this Agreement or any other LoanDocument refer to this Agreement or such other Loan Document, as the case maybe, as a whole and not to any particular provision of this Agreement or suchother Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein areto this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to anyagreement, instrument, or document shall include all alterations, amendments,changes, extensions, modifications, renewals, replacements, substitutions,joinders, and supplements, thereto and thereof, as applicable (subject to anyrestrictions on such alterations, amendments, changes, extensions,modifications, renewals, replacements, substitutions, joinders, and supplementsset forth herein).  Any reference hereinor in 

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any other Loan Document to the satisfaction orrepayment in full of the Obligations shall mean the repayment in full in cash(or cash collateralization in accordance with the terms hereof) of allObligations other than unasserted contingent indemnification Obligations andother than any Bank Product Obligations that, at such time, are allowed by theapplicable Bank Product Providers to remain outstanding and that are notrequired by the provisions of the Credit Agreement to be repaid or cashcollateralized.  Any reference herein toany Person shall be construed to include such Person’s successors andassigns.  Any requirement of a writingcontained herein or in any other Loan Document shall be satisfied by thetransmission of a Record and any Record so transmitted shall constitute arepresentation and warranty as to the accuracy and completeness of the informationcontained therein.

[signature pagesfollow]

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IN WITNESSWHEREOF, the undersigned parties hereto have executed this Agreement by andthrough their duly authorized officers, as of the day and year first abovewritten.

 
| **GRANTORS:** | **ADVENT SOFTWARE, INC.,****a Delaware corporation**                                                                     |   |
|---------------|--------------------------------------------------------------------------------------------------------------------------|--------|
|          |                                                                                                                     |   |
|          |                                                                                                                     |   |
|          | By:  /s/ Graham V. Smith                                                                                       |   |
|          | Graham V. Smith   Executive Vice President, Chief Financial Officer**HUB DATA INCORPORATED,**a Massachusetts corporation |   |
|          |                                                                                                                     |   |
|          |                                                                                                                     |   |
|          | By:  /s/ Graham V. Smith                                                                                       |   |
|          | Graham V. Smith  Executive Vice President, Chief Financial Officer**MICROEDGE, INC.,**a New York corporation             |   |
|          |                                                                                                                     |   |
|          |                                                                                                                     |   |
|          | By:  /s/ Graham V. Smith                                                                                       |   |
|          | Graham V. Smith   Executive Vice President, Chief Financial Officer                                                      |   |
| **AGENT:**    | **WELLS FARGO FOOTHILL, INC.****,**a California corporation,   as Agent                                                  |   |
|          |                                                                                                                     |   |
|          |                                                                                                                     |   |
|          | By:  /s/ Alexander E. Hechler                                                                                  |   |
|          | Alexander E. Hechler   Vice President                                                                                    |   |

 

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**ANNEX 1FORM OF SUPPLEMENT**

**SUPPLEMENT NO.        **(this “Supplement”)dated as of                         ,         , to the SecurityAgreement dated as of February 14, 2007 (as amended, restated, supplemented orotherwise modified from time to time, including all exhibits and schedulesthereto or to the Disclosure Letter, the “Security Agreement”) by eachof the parties listed as “Grantors” on the signature pages thereto and thoseadditional entities that thereafter become “Grantors” thereunder (collectively,jointly and severally, “Grantors” and each individually “Grantor”)and **WELLS FARGO FOOTHILL, INC.** inits capacity as Agent for the Lender Group and the Bank Product Providers(together with its successors and assigns in such capacity, “Agent”).

WI T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreementdated February 14, 2007 (as amended, restated, supplemented or otherwisemodified from time to time, including all exhibits and schedules thereto or tothe Disclosure Letter, the “Credit Agreement”) among **ADVENT SOFTWARE, INC.**, a Delawarecorporation (“Parent”) and each of Parent’s Subsidiaries signatorythereto (such Subsidiaries, together with Parent, are referred to hereinaftereach individually as a “Borrower” and collectively, as “Borrowers”),the lenders from time to time party thereto as “Lenders” (“Lenders”),and Agent, the Lender Group agreed to make certain financial accommodationsavailable to Borrowers from time to time pursuant to the terms and conditionsthereof;

WHEREAS, capitalized terms used herein and nototherwise defined herein shall have the meanings assigned to such terms in theSecurity Agreement and/or the Credit Agreement;

WHEREAS, Grantors have entered into the SecurityAgreement in order to induce the Lender Group to make certain financialaccommodations to Borrowers; and

WHEREAS, pursuant to the Loan Documents, certain newdirect or indirect U.S. Subsidiaries of any Grantor, must execute and deliverto Agent certain Loan Documents, including the Security Agreement, and theexecution of the Security Agreement by the undersigned new Grantor or Grantors(collectively, the “New Grantors”) may be accomplished by the executionof this Supplement in favor of Agent, for the benefit of the Lender Group andthe Bank Product Providers.

NOW, THEREFORE, for and in consideration of theforegoing and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, each New Grantor hereby agrees asfollows:

1.             In accordance with Section 24 of theSecurity Agreement, each New Grantor, by its signature below, becomes a “Grantor”under the Security Agreement with the same force and effect as if originallynamed therein as a “Grantor” and each New Grantor hereby (a) agrees to all ofthe terms and provisions of the Security Agreement applicable to it as a “Grantor”thereunder and (b) represents and warrants that the representations andwarranties made by it as a “Grantor” thereunder are true and correct on and asof the date hereof.  In furtherance ofthe foregoing, each New Grantor, as security for the payment and performance infull of the Secured Obligations, does hereby grant and pledge to Agent, for thebenefit of the Lender Group and the Bank Product Providers, a security interestin and security title to all assets of such New Grantor including, withoutlimitation, all property of the type described in Section 2 of theSecurity Agreement to secure the full and prompt payment of the SecuredObligations, including, without limitation, any interest thereon, plusreasonable attorneys’ fees and expenses if the Secured Obligations representedby the Security Agreement are collected by law, through an attorney-at-law, orunder advice therefrom.  Schedule 1,“Copyrights”, Schedule 2, “Intellectual Property Licenses”, Schedule3, “Patents”, Schedule 4, “Pledged Companies”, Schedule 5, “Trademarks”,Schedule 6, “Commercial Tort Claims”, Schedule 7, “Owned RealProperty,” and Schedule 8,

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 “List ofUniform Commercial Code Filing Jurisdictions” attached hereto supplement Schedule1,Schedule 2, Schedule 3,Schedule 4, Schedule 5,Schedule 6, Schedule 7, and Schedule 8, respectively, tothe Disclosure Letter and shall be deemed a part thereof for all purposes of theSecurity Agreement.  Each reference to a “Grantor”in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is incorporated hereinby reference.

2.             Each New Grantor represents and warrants toAgent, the Lender Group and the Bank Product Providers that this Supplement hasbeen duly executed and delivered by such New Grantor and constitutes its legal,valid and binding obligation, enforceable against it in accordance with itsterms, except as enforceability thereof may be limited by bankruptcy,insolvency, reorganization, fraudulent transfer, moratorium or other similarlaws affecting creditors’ rights generally and general principles of equity(regardless of whether such enforceability is considered in a proceeding at lawor in equity).

3.             This Supplement may be executed in multiplecounterparts, each of which shall be deemed to be an original, but all suchseparate counterparts shall together constitute but one and the sameinstrument.  Delivery of a counterparthereof by facsimile transmission or by e-mail transmission shall be aseffective as delivery of a manually executed counterpart hereof.

4.             Except as expressly supplemented hereby, theSecurity Agreement shall remain in full force and effect.

5.             This Supplement shall be construed inaccordance with and governed by the laws of the State of California, withoutregard to the conflict of laws principles thereof.

[REMAINDEROF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each New Grantor and Agent have duly executed thisSupplement to the Security Agreement as of the day and year first abovewritten.
|            | **NEW GRANTORS:** | ** ** | **[NAME OF NEW GRANTOR]**                                          |       |
|------------|-------------------|------------|--------------------------------------------------------------------|------------|
| ** ** | ** **        |       |                                                               |       |   |
| ** ** | ** **        |       |                                                               |       |   |
|       |              |       | By:                                                                |       |   |
|       |              |       | Name:                                                              |       |   |
|       |              |       | Title:                                                             |       |   |
|       |              |       |                                                               |       |   |
| ** ** | ** **        | ** ** | **[NAME OF NEW GRANTOR]**                                          |       |   |
| ** ** | ** **        |       |                                                               |       |   |
| ** ** | ** **        |       |                                                               |       |   |
|       |              |       | By:                                                                |       |   |
|       |              |       | Name:                                                              |       |   |
|       |              |       | Title:                                                             |       |   |
|       |              |       |                                                               |       |   |
| ** ** | **AGENT:**        | ** ** | **WELLS FARGO FOOTHILL, INC.,**a California corporation,  as Agent |       |
| ** ** | ** **        | ** ** | ** **                                                         | ** ** |   |
|       |              |       |                                                               |       |   |
|       |              |       | By:                                                                |       |   |
|       |              |       | Name:                                                              |       |   |
|       |              |       | Title:                                                             |       |   |
|            |                   |            |                                                                    |            |  |  |

 

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**EXHIBIT A**

**COPYRIGHT SECURITY AGREEMENT**

This **COPYRIGHTSECURITY AGREEMENT** (this “Copyright Security Agreement”) ismade this         day of                     ,20    , among Grantors listed on the signature pages hereof( collectively, jointly and severally, “Grantors” and each individually “Grantor”),and **WELLS FARGO FOOTHILL, INC.**, inits capacity as Agent for the Lender Group and the Bank Product Providers(together with its successors and assigns in such capacity, “Agent”).

WITNESSETH:

WHEREAS, pursuant to that certain Credit Agreementdated February 14, 2007 (as amended, restated, supplemented or otherwisemodified from time to time, including all exhibits and schedules thereto or tothe Disclosure Letter, the “Credit Agreement”) among **ADVENT SOFTWARE, INC.**, a Delawarecorporation (“Parent”) and each of Parent’s Subsidiaries signatorythereto (such Subsidiaries, together with Parent, are referred to hereinaftereach individually as a “Borrower” and collectively, as “Borrowers”),the lenders from time to time party thereto as “Lenders” (“Lenders”),and Agent, the Lender Group agreed to make certain financial accommodationsavailable to Borrowers from time to time pursuant to the terms and conditionsthereof;

WHEREAS, the members of the Lender Group are willingto make the financial accommodations to Borrowers as provided for in the CreditAgreement, but only upon the condition, among others, that Grantors shall haveexecuted and delivered to Agent, for the benefit of the Lender Group and theBank Product Providers, that certain Security Agreement, dated February 14,2007 (including all annexes, exhibits or schedules thereto or to the DisclosureLetter, as from time to time amended, restated, supplemented or otherwisemodified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement,Grantors are required to execute and deliver to Agent, for the benefit of theLender Group and the Bank Product Providers, this Copyright Security Agreement.

NOW, THEREFORE, in consideration of the premises andmutual covenants herein contained and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Grantors hereby agree as follows:

1.             DEFINED TERMS.  Allcapitalized terms used but not otherwise defined herein have the meanings givento them in the Security Agreement and/or the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN COPYRIGHTCOLLATERAL.  Subject to any limitations set forth in Section2 of the Security Agreement, each Grantor hereby grants to Agent, for thebenefit of the Lender Group and the Bank Product Providers, a continuing firstpriority security interest in all of such Grantor’s right, title and interestin, to and under the following, whether presently existing or hereafter createdor acquired (collectively, the “Copyright Collateral”):

(a)           all of suchGrantor’s Copyrights and Intellectual Property Licenses with respect toCopyrights to which it is a party including those referred to on Schedule Ihereto;

(b)           allrestorations, reversions, renewals, reissues, continuations or extensions ofthe foregoing; and

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(c)           all productsand proceeds of the foregoing, including, without limitation, any claim by suchGrantor against third parties for past, present or future infringement ordilution of any Copyright or any Copyright licensed under any IntellectualProperty License.

3.             SECURITY FOR OBLIGATIONS.  ThisCopyright Security Agreement and the Security Interest created hereby securesthe payment and performance of all the Secured Obligations, whether nowexisting or arising hereafter.  Withoutlimiting the generality of the foregoing, this Copyright Security Agreementsecures the payment of all amounts which constitute part of the Obligations andwould be owed by Grantors, or any of them, to Agent, the Lender Group, the BankProduct Providers or any of them, whether or not they are unenforceable or notallowable due to the existence of an Insolvency Proceeding involving anyGrantor.

4.             SECURITY AGREEMENT.  Thesecurity interests granted pursuant to this Copyright Security Agreement aregranted in conjunction with the security interests granted to Agent, for thebenefit of the Lender Group and the Bank Product Providers, pursuant to theSecurity Agreement.  Each Grantor herebyacknowledges and affirms that the rights and remedies of Agent with respect tothe security interest in the Copyright Collateral made and granted hereby aremore fully set forth in the Security Agreement, the terms and provisions ofwhich are incorporated by reference herein as if fully set forth herein.

5.             AUTHORIZATIONTO SUPPLEMENT.  Grantors shall give Agent notice in writing ofany additional United States copyright registrations or applications thereforafter the date hereof pursuant to the terms of the Security Agreement.  Grantors hereby authorize Agent unilaterallyto modify this Agreement by amending Schedule I to include any futureUnited States registered copyrights or applications therefor of Grantors.  Notwithstanding the foregoing, no failure toso modify this Copyright Security Agreement or amend Schedule I shall inany way affect, invalidate or detract from Agent’s continuing security interestin all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  ThisCopyright Security Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original, but all such separatecounterparts shall together constitute but one and the same instrument.  In proving this Copyright Security Agreementor any other Loan Document in any judicial proceedings, it shall not benecessary to produce or account for more than one such counterpart signed bythe party against whom such enforcement is sought.  Any signatures delivered by a party by facsimiletransmission or by e-mail transmission shall be deemed an original signaturehereto.

7.             CONSTRUCTION. Unless the context of this Copyright Security Agreement or any otherLoan Document clearly requires otherwise, references to the plural include thesingular, references to the singular include the plural, the terms “includes”and  “including” are not limiting, andthe term “or” has, except where otherwise indicated, the inclusive meaningrepresented by the phrase “and/or.”  Thewords “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in thisCopyright Security Agreement or any other Loan Document refer to this CopyrightSecurity Agreement or such other Loan Document, as the case may be, as a wholeand not to any particular provision of this Copyright Security Agreement orsuch other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein areto this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright SecurityAgreement or in any other Loan Document to any agreement, instrument, ordocument shall include all alterations, amendments, changes, extensions,modifications, renewals, replacements, substitutions, joinders, andsupplements, thereto and thereof, as applicable (subject to any restrictions onsuch alterations, amendments, changes, extensions, modifications, renewals,replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other LoanDocument to the satisfaction or repayment in full of the Obligations shall meanthe repayment in full in cash (or cash collateralization in accordance with theterms hereof) of all Obligations other than unasserted contingentindemnification Obligations and other than any Bank Product Obligations that,at such time, are allowed by the applicable Bank Product Providers to remainoutstanding and that are not required by the provisions of the Credit Agreementto be repaid or cash collateralized.  Anyreference herein to any Person shall be construed to include such Person’ssuccessors and assigns.  Any 

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requirement of a writing contained herein or in anyother Loan Document shall be satisfied by the transmission of a Record and anyRecord so transmitted shall constitute a representation and warranty as to theaccuracy and completeness of the information contained therein.

[SIGNATURE PAGE FOLLOWS]

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INWITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement tobe executed and delivered by its duly authorized officer as of the date first set forth above. 

 
|        |                              |   |
|--------|-----------------------------------|--------|
|   |                              |   |
|   |                              |   |
|   | By:                               |   |
|   |                              |   |
|   | Name:                             |   |
|   |                              |   |
|   | Title:                            |   |
|   |                              |   |
|   |                              |   |
|   |                              |   |
|   |                              |   |
|   |                              |   |
|   |                              |   |
|   | By:                               |   |
|   |                              |   |
|   | Name:                             |   |
|   |                              |   |
|   | Title:                            |   |
|   |                              |   |
|   |                              |   |
|   |                              |   |
|   | **ACCEPTED AND ACKNOWLEDGED BY:** |

 
|        | **WELLS FARGO FOOTHILL, INC.****,**a California corporation,   as Agent |
|--------|-------------------------------------------------------------------------|
|   |                                                                    |   |
|   |                                                                    |   |
|   |                                                                    |   |
|   | By:                                                                     |   |
|   |                                                                    |   |
|   | Name:                                                                   |   |
|   |                                                                    |   |
|   | Title:                                                                  |   |

 

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SCHEDULE Ito**COPYRIGHT SECURITY AGREEMENT**

**Copyright Registrations**

| Grantor    | ** ** | **Country** | ** ** | **Copyright** | ** ** | **Registration No.** | ** ** | **Registration Date** |
|------------|------------|-------------|------------|---------------|------------|----------------------|------------|-----------------------|
| ** ** |       | ** **  |       | ** **    |       | ** **           |       | ** **            |
| ** ** |       | ** **  |       | ** **    |       | ** **           |       | ** **            |
| ** ** |       | ** **  |       | ** **    |       | ** **           |       | ** **            |
| ** ** |       | ** **  |       | ** **    |       | ** **           |       | ** **            |
| ** ** |       | ** **  |       | ** **    |       | ** **           |       | ** **            |
| ** ** |       | ** **  |       | ** **    |       | ** **           |       | ** **            |
| ** ** |       | ** **  |       | ** **    |       | ** **           |       | ** **            |
| ** ** |       | ** **  |       | ** **    |       | ** **           |       | ** **            |

 

**CopyrightLicenses**

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**EXHIBIT B**

**PATENT SECURITY AGREEMENT**

This **PATENT SECURITY AGREEMENT** (this “PatentSecurity Agreement”) is made this        day of                     ,20    , among the Grantors listed on the signature pageshereof (collectively, jointly and severally, “Grantors” and eachindividually “Grantor”), and **WELLSFARGO FOOTHILL, INC.**, in its capacity as administrative agent forthe Lender Group and the Bank Product Providers (together with its successors andassigns in such capacity, “Agent”).

WITNESSETH:

WHEREAS, pursuant to thatcertain Credit Agreement dated February 14, 2007 (as amended, restated,supplemented or otherwise modified from time to time, including all exhibitsand schedules thereto or to the Disclosure Letter, the “Credit Agreement”)among **ADVENT SOFTWARE, INC.,** a Delaware corporation (“Parent”) andeach of Parent’s Subsidiaries signatory thereto (such Subsidiaries, togetherwith Parent, are referred to hereinafter each individually as a “Borrower”and collectively, as “Borrowers”), the lenders from time to time partythereto as “Lenders” (“Lenders”), and Agent, the Lender Group agreed tomake certain financial accommodations available to Borrowers from time to timepursuant to the terms and conditions thereof;

WHEREAS, the members ofLender Group are willing to make the financial accommodations to Borrowers asprovided for in the Credit Agreement, but only upon the condition, amongothers, that the Grantors shall have executed and delivered to Agent, for thebenefit of the Lender Group and the Bank Product Providers, that certainSecurity Agreement dated February 14, 2007 (including all annexes, exhibits orschedules thereto or to the Disclosure Letter, as from time to time amended, restated,supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to theSecurity Agreement, Grantors are required to execute and deliver to Agent, forthe benefit of the Lender Group and the Bank Product Providers, this PatentSecurity Agreement.

NOW, THEREFORE, inconsideration of the premises and mutual covenants herein contained and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, each Grantor hereby agrees as follows:

1.             DEFINED TERMS.  Allcapitalized terms used but not otherwise defined herein have the meanings givento them in the Security Agreement and/or the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN PATENTCOLLATERAL.  Subject to any limitations set forth in Section2 of the Security Agreement, each Grantor hereby grants to Agent, for thebenefit of the Lender Group and the Bank Product Providers, a continuing firstpriority security interest in all of such Grantor’s right, title and interestin, to and under the following, whether presently existing or hereafter createdor acquired (collectively, the “Patent Collateral”):

(a)           allof its Patents and Intellectual Property Licenses with respect to Patents towhich it is a party including those referred to on Schedule I hereto;

(b)           allreissues, continuations, continuations-in-part, substitutes, extensions orrenewals of and improvements on the foregoing; and

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(c)           allproducts and proceeds of the foregoing, including, without limitation, anyclaim by such Grantor against third parties for past, present or futureinfringement or dilution of any Patent or any Patent licensed under anyIntellectual Property License.

3.             SECURITY FOROBLIGATIONS.  This Patent Security Agreementand the Security Interest createdhereby secures the payment and performance of all the Secured Obligations,whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent SecurityAgreement secures the payment of all amounts which constitute part of theObligations and would be owed by Grantors, or any of them, to Agent, the LenderGroup, the Bank Product Providers or any of them, whether or not they areunenforceable or not allowable due to the existence of an Insolvency Proceedinginvolving any Grantor.

4.             SECURITY AGREEMENT.  Thesecurity interests granted pursuant to this Patent Security Agreement aregranted in conjunction with the security interests granted to Agent, for thebenefit of the Lender Group and the Bank Product Providers, pursuant to theSecurity Agreement.  Each Grantor herebyacknowledges and affirms that the rights and remedies of Agent with respect tothe security interest in the Patent Collateral made and granted hereby are morefully set forth in the Security Agreement, the terms and provisions of whichare incorporated by reference herein as if fully set forth herein.

5.             AUTHORIZATIONTO SUPPLEMENT.  If any Grantor shall obtain rights to any newpatentable inventions or become entitled to the benefit of any patentapplication or patent for any reissue, division, or continuation, of anypatent, the provisions of this Patent Security Agreement shall automaticallyapply thereto. Grantors shall give notice in writing to Agent with respect toany such new patent rights pursuant to the terms of the SecurityAgreement.  Without limiting Grantors’obligations under this Section 4, Grantors hereby authorize Agentunilaterally to modify this Agreement by amending Schedule I to includeany such new patent rights of Grantors. Notwithstanding the foregoing, no failure to so modify this PatentSecurity Agreement or amend Schedule I shall in any way affect,invalidate or detract from Agent’s continuing security interest in allCollateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  ThisPatent Security Agreement may be executed in any number of counterparts, eachof which shall be deemed to be an original, but all such separate counterpartsshall together constitute but one and the same instrument.  In proving this Patent Security Agreement orany other Loan Document in any judicial proceedings, it shall not be necessaryto produce or account for more than one such counterpart signed by the partyagainst whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or bye-mail transmission shall be deemed an original signature hereto.

7.             CONSTRUCTION. Unless the context of this Patent Security Agreement or any other LoanDocument clearly requires otherwise, references to the plural include thesingular, references to the singular include the plural, the terms “includes”and  “including” are not limiting, andthe term “or” has, except where otherwise indicated, the inclusive meaningrepresented by the phrase “and/or.”  Thewords “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in thisPatent Security Agreement or any other Loan Document refer to this PatentSecurity Agreement or such other Loan Document, as the case may be, as a wholeand not to any particular provision of this Patent Security Agreement or suchother Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein areto this Patent Security Agreement unless otherwise specified.  Any reference in this Patent SecurityAgreement or in any other Loan Document to any agreement, instrument, ordocument shall include all alterations, amendments, changes, extensions,modifications, renewals, replacements, substitutions, joinders, andsupplements, thereto and thereof, as applicable (subject to any restrictions onsuch alterations, amendments, changes, extensions, modifications, renewals,replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other LoanDocument to the satisfaction or repayment in full of the Obligations shall meanthe repayment in full in cash (or cash collateralization in accordance with theterms hereof) of all Obligations other than unasserted contingentindemnification Obligations and other than any Bank Product Obligations that, atsuch time, are allowed by the applicable Bank Product Providers to remainoutstanding and that are not required by 

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the provisions of the Credit Agreement to be repaidor cash collateralized.  Any referenceherein to any Person shall be construed to include such Person’s successors andassigns.  Any requirement of a writingcontained herein or in any other Loan Document shall be satisfied by thetransmission of a Record and any Record so transmitted shall constitute arepresentation and warranty as to the accuracy and completeness of theinformation contained therein.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each Grantor has caused thisPatent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forthabove.
|        |                                                                |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   |                                                                |   |
|   | By:                                                                 |   |
|   |                                                                |   |
|   | Name:                                                               |   |
|   |                                                                |   |
|   | Title:                                                              |   |
|   |                                                                |   |
|   |                                                                |   |
|   |                                                                |   |
|   |                                                                |   |
|   | By:                                                                 |   |
|   |                                                                |   |
|   | Name:                                                               |   |
|   |                                                                |   |
|   | Title:                                                              |   |
|   |                                                                |   |
|   |                                                                |   |
|   | **ACCEPTED AND ACKNOWLEDGED BY:**                                   |
|   | ** **                                                          |
|   | **WELLS FARGO FOOTHILL, INC.,**a California corporation,   as Agent |
|   |                                                                |   |
|   |                                                                |   |
|   |                                                                |   |
|   | By:                                                                 |   |
|   |                                                                |   |
|   | Name:                                                               |   |
|   |                                                                |   |
|   | Title:                                                              |   |

 

 

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**EXHIBIT C**

**Annex 1 to Pledge and Security Agreement**

**PLEDGED INTERESTS ADDENDUM**

This Pledged Interests Addendum, dated as of                             , 20     , is delivered pursuant to Section 6of the Security Agreement referred to below. The undersigned hereby agrees that this Pledged Interests Addendum maybe attached to that certain Disclosure Letter, dated as of February 14, 2007,delivered in connection with that certain Security Agreement, dated February14, 2007 (as amended, restated, supplemented or otherwise modified from time totime, including all exhibits and schedules thereto or to the Disclosure Letter,the “Security Agreement”), made by the undersigned, together with theother Grantors named therein, to Wells Fargo Foothill, Inc., as Agent.  Initially capitalized terms used but notdefined herein shall have the meanings ascribed to such terms in the SecurityAgreement and/or the Credit Agreement. The undersigned hereby agrees that the additional interests listed onthis Pledged Interests Addendum as set forth below shall be and become part ofthe Pledged Interests pledged by the undersigned to the Agent in the SecurityAgreement and any pledged company set forth on this Pledged Interests Addendumas set forth below shall be and become a “Pledged Company” under the SecurityAgreement, each with the same force and effect as if originally named therein.

The undersigned hereby certifies that therepresentations and warranties set forth in Section 5 of the SecurityAgreement of the undersigned are true and correct as to the Pledged Interestslisted herein on and as of the date hereof.
|        | [                                         ] |   |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                     |
|   | By:                                                                                                                                                                                                                                                      |   |   |
|   |                                                                                                                                                                                                                                                     |   |   |
|   | Name:                                                                                                                                                                                                                                                    |   |   |
|   |                                                                                                                                                                                                                                                     |   |   |
|   | Title                                                                                                                                                                                                                                                    |   |   |

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| **Name of Pledgor** |   | **Name of  Pledged Company** |   | **Number  of Shares/Units** |   | **Class  of   Interests** |   | **Percentage    of Class   Owned** |   | **Percentage  of Class Pledged** |   | **Certificate    Nos.** |
|---------------------|--------|------------------------------|--------|-----------------------------|--------|---------------------------|--------|------------------------------------|--------|----------------------------------|--------|-------------------------|
| ** **          |   | ** **                   |   | ** **                  |   | ** **                |   | ** **                         |   | ** **                       |   | ** **              |
| ** **          |   | ** **                   |   | ** **                  |   | ** **                |   | ** **                         |   | ** **                       |   | ** **              |

 

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**EXHIBIT D**

**TRADEMARK SECURITY AGREEMENT**

This **TRADEMARKSECURITY AGREEMENT** (this “Trademark Security Agreement”) ismade this          day of                         ,20      , among Grantors listed on the signaturepages hereof (collectively, jointly and severally, “Grantors” and eachindividually “Grantor”), and **WELLSFARGO FOOTHILL, INC.**, in its capacity as Agent for the Lender Groupand the Bank Product Providers (together with its successors and assigns insuch capacity, “Agent”).

WI T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreementdated February 14, 2007 (as amended, restated, supplemented or otherwisemodified from time to time, including all exhibits and schedules thereto or tothe Disclosure Letter, the “Credit Agreement”) among **ADVENT****SOFTWARE, INC.**, a Delaware corporation (“Parent”)and each of Parent’s Subsidiaries signatory thereto (such Subsidiaries,together with Parent, are referred to hereinafter each individually as a “Borrower”and collectively, as “Borrowers”), the lenders from time to time partythereto as “Lenders” (“Lenders”), and Agent, the Lender Group agreed tomake certain financial accommodations available to Borrowers from time to timepursuant to the terms and conditions thereof;

WHEREAS, the members of the Lender Group are willingto make the financial accommodations to Borrowers as provided for in the CreditAgreement, but only upon the condition, among others, that Grantors shall haveexecuted and delivered to Agent, for the benefit of Lender Group and the BankProduct Providers, that certain Security Agreement dated February 14, 2007(including all annexes, exhibits or schedules thereto or to the DisclosureLetter, as from time to time amended, restated, supplemented or otherwisemodified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement,Grantors are required to execute and deliver to Agent, for the benefit ofLender Group and the Bank Product Providers, this Trademark Security Agreement.

NOW, THEREFORE, in consideration of the premises andmutual covenants herein contained and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,each Grantor hereby agrees as follows:

1.             DEFINED TERMS. All capitalized terms used but nototherwise defined herein have the meanings given to them in the SecurityAgreement and/or the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN TRADEMARKCOLLATERAL. Subject to anylimitation set forth in Section 2 of the Security Agreement, eachGrantor hereby grants to Agent, for the benefit of the Lender Group and theBank Product Providers, a continuing first priority security interest in all ofsuch Grantor’s right, title and interest in, to and under the following,whether presently existing or hereafter created or acquired (collectively, the “TrademarkCollateral”):

(a)           all of itsTrademarks and Intellectual Property Licenses with respect to Trademarks towhich it is a party including those referred to on Schedule I hereto;

(b)           all goodwill,trade secrets, proprietary or confidential information, technical information,procedures, formulae, quality control standards, designs, operating andtraining manuals, customer lists, and other General Intangibles with respect tothe foregoing;

(c)           all reissues,continuations, extensions, modifications and renewals of the foregoing;

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(d)           all goodwill ofthe business connected with the use of, and symbolized by, each Trademark andany Trademark licensed under any Intellectual Property License; and

(e)           all productsand proceeds of the foregoing, including, without limitation, any claim by suchGrantor against third parties for past, present or future (i) infringement ordilution of any Trademark or any Trademark licensed under any IntellectualProperty License or (ii) injury to the goodwill associated with any Trademarkor any Trademark licensed under any Intellectual Property License.

3.             SECURITY FOR OBLIGATIONS. This Trademark Security Agreement and theSecurity Interest created hereby secures the payment and performance of all theSecured Obligations, whether now existing or arising hereafter. Withoutlimiting the generality of the foregoing, this Trademark Security Agreementsecures the payment of all amounts which constitute part of the Obligations andwould be owed by Grantors, or any of them, to Agent, the Lender Group, the BankProduct Providers or any of them, whether or not they are unenforceable or notallowable due to the existence of an Insolvency Proceeding involving anyGrantor.

4.             SECURITY AGREEMENT. The security interests granted pursuant tothis Trademark Security Agreement are granted in conjunction with the securityinterests granted to Agent, for the benefit of the Lender Group and the BankProduct Providers, pursuant to the Security Agreement. Each Grantor herebyacknowledges and affirms that the rights and remedies of Agent with respect tothe security interest in the Trademark Collateral made and granted hereby aremore fully set forth in the Security Agreement, the terms and provisions ofwhich are incorporated by reference herein as if fully set forth herein.

5.             AUTHORIZATIONTO SUPPLEMENT. If any Grantorshall obtain rights to any new trademarks, the provisions of this TrademarkSecurity Agreement shall automatically apply thereto. Grantors shall giveprompt notice in writing to Agent with respect to any such new trademarks orrenewal or extension of any trademark registration.Without limiting Grantors’obligations under this Section 4, Grantors hereby authorize Agentunilaterally to modify this Agreement by amending Schedule I to includeany such new trademark rights of Grantors. Notwithstanding the foregoing, nofailure to so modify this Trademark Security Agreement or amend Schedule Ishall in any way affect, invalidate or detract from Agent’s continuing securityinterest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS. This Trademark Security Agreement may beexecuted in any number of counterparts, each of which shall be deemed to be anoriginal, but all such separate counterparts shall together constitute but oneand the same instrument. In proving this Trademark Security Agreement or anyother Loan Document in any judicial proceedings, it shall not be necessary toproduce or account for more than one such counterpart signed by the partyagainst whom such enforcement is sought. Any signatures delivered by a party byfacsimile transmission or by e-mail transmission shall be deemed an originalsignature hereto.

7.             CONSTRUCTION. Unless the context of this TrademarkSecurity Agreement or any other Loan Document clearly requires otherwise,references to the plural include the singular, references to the singularinclude the plural, the terms “includes” and “including” are not limiting, andthe term “or” has, except where otherwise indicated, the inclusive meaningrepresented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,”and similar terms in this Trademark Security Agreement or any other LoanDocument refer to this Trademark Security Agreement or such other Loan Document,as the case may be, as a whole and not to any particular provision of thisTrademark Security Agreement or such other Loan Document, as the case may be. Section,subsection, clause, schedule, and exhibit references herein are to thisAgreement unless otherwise specified. Any reference in this Trademark SecurityAgreement or in any other Loan Document to any agreement, instrument, ordocument shall include all alterations, amendments, changes, extensions,modifications, renewals, replacements, substitutions, joinders, andsupplements, thereto and thereof, as applicable (subject to any restrictions onsuch alterations, amendments, changes, extensions, modifications, renewals,replacements, substitutions, joinders, and supplements set forth herein). Anyreference herein or in any other Loan Document to the satisfaction or repaymentin full of the Obligations shall 

2

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mean the repayment in full in cash (or cashcollateralization in accordance with the terms hereof) of all Obligations otherthan unasserted contingent indemnification Obligations and other than any BankProduct Obligations that, at such time, are allowed by the applicable BankProduct Providers to remain outstanding and that are not required by theprovisions of the Credit Agreement to be repaid or cash collateralized. Anyreference herein to any Person shall be construed to include such Person’ssuccessors and assigns. Any requirement of a writing contained herein or in anyother Loan Document shall be satisfied by the transmission of a Record and anyRecord so transmitted shall constitute a representation and warranty as to theaccuracy and completeness of the information contained therein.

[signaturepage follows]

3

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IN WITNESS WHEREOF, each Grantor has caused this Trademark SecurityAgreement to be executed and delivered by its duly authorized officer as of thedate first set forth above. 
|        |                                                                    |       |
|--------|-------------------------------------------------------------------------|------------|
|   |                                                                    |       |   |
|   |                                                                    |       |   |
|   | By:                                                                     |       |   |
|   |                                                                    |       |   |
|   | Name:                                                                   |       |   |
|   |                                                                    |       |   |
|   | Title:                                                                  |       |   |
|   |                                                                    |       |   |
|   |                                                                    |       |   |
|   |                                                                    |       |
|   |                                                                    |       |
|   |                                                                    |       |
|   | By:                                                                     |       |   |
|   |                                                                    |       |
|   | Name:                                                                   |       |   |
|   |                                                                    |       |   |
|   | Title:                                                                  |       |   |
|   |                                                                    |       |
|   |                                                                    |       |
|   |                                                                    |       |
|   | ** **                                                              | ** ** |
|   | **ACCEPTED  AND ACKNOWLEDGED BY:**                                      |       |
|   | ** **                                                              |       |
|   | **WELLS  FARGO FOOTHILL, INC.****,**a California corporation,  as Agent | ** ** |
|   |                                                                    |       |
|   |                                                                    |       |
|   |                                                                    |       |
|   | By:                                                                     |       |   |
|   |                                                                    |       |   |
|   | Name:                                                                   |       |   |
|   |                                                                    |       |   |
|   | Title:                                                                  |       |   |
|        |                                                                         |            |  |  |

 

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SCHEDULE Ito**TRADEMARK SECURITY AGREEMENT**

**Trademark Registrations/Applications**

| **Grantor** |   | **Country** |   | **Mark**   |   | **Application/  Registration No.** |   | **App/Reg  Date** |
|-------------|--------|-------------|--------|------------|--------|------------------------------------|--------|-------------------|
| ** **  |   | ** **  |   | ** ** |   | ** **                         |   | ** **        |
| ** **  |   | ** **  |   | ** ** |   | ** **                         |   | ** **        |
| ** **  |   | ** **  |   | ** ** |   | ** **                         |   | ** **        |
| ** **  |   | ** **  |   | ** ** |   | ** **                         |   | ** **        |
| ** **  |   | ** **  |   | ** ** |   | ** **                         |   | ** **        |
| ** **  |   | ** **  |   | ** ** |   | ** **                         |   | ** **        |
| ** **  |   | ** **  |   | ** ** |   | ** **                         |   | ** **        |
| ** **  |   | ** **  |   | ** ** |   | ** **                         |   | ** **        |

 

**Trade Names**

**Common Law Trademarks**

**Trademarks Not Currently In Use**

**Trademark Licenses**

1

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**EXHIBIT E**

**FORM OF ESCROW AGREEMENT**

Seeattached.

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**TRADEMARK SECURITY AGREEMENT**

This **TRADEMARKSECURITY AGREEMENT** (this “Trademark Security Agreement”) ismade this 14th day of February, 2007, among Grantors listed on the signaturepages hereof (collectively, jointly and severally, “Grantors” and eachindividually “Grantor”), and **WELLSFARGO FOOTHILL, INC.**, in its capacity as Agent for the Lender Groupand the Bank Product Providers (together with its successors and assigns insuch capacity, “Agent”).

WI T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreementdated February 14, 2007 (as amended, restated, supplemented or otherwisemodified from time to time, including all exhibits and schedules thereto or tothe Disclosure Letter, the “Credit Agreement”) among ADVENT**SOFTWARE, INC.**, a Delaware corporation (“Parent”)and each of Parent’s Subsidiaries signatory thereto (such Subsidiaries,together with Parent, are referred to hereinafter each individually as a “Borrower”and collectively, as “Borrowers”), the lenders from time to time partythereto as “Lenders” (“Lenders”), and Agent, the Lender Group agreed tomake certain financial accommodations available to Borrowers from time to timepursuant to the terms and conditions thereof;

WHEREAS, the members of the Lender Group are willingto make the financial accommodations to Borrowers as provided for in the CreditAgreement, but only upon the condition, among others, that Grantors shall haveexecuted and delivered to Agent, for the benefit of Lender Group and the BankProduct Providers, that certain Security Agreement dated February 14, 2007(including all annexes, exhibits or schedules thereto or to the DisclosureLetter, as from time to time amended, restated, supplemented or otherwisemodified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement,Grantors are required to execute and deliver to Agent, for the benefit ofLender Group and the Bank Product Providers, this Trademark Security Agreement.

NOW, THEREFORE, in consideration of the premises andmutual covenants herein contained and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,each Grantor hereby agrees as follows:

1.             DEFINED TERMS.  Allcapitalized terms used but not otherwise defined herein have the meanings givento them in the Security Agreement and/or the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN TRADEMARKCOLLATERAL.  Subject to any limitation set forth in Section2 of the Security Agreement, each Grantor hereby grants to Agent, for thebenefit of the Lender Group and the Bank Product Providers, a continuing firstpriority security interest in all of such Grantor’s right, title and interestin, to and under the following, whether presently existing or hereafter createdor acquired (collectively, the “Trademark Collateral”):

(a)           all of itsTrademarks and Intellectual Property Licenses with respect to Trademarks towhich it is a party including those referred to on Schedule I hereto;

(b)           all goodwill,trade secrets, proprietary or confidential information, technical information,procedures, formulae, quality control standards, designs, operating andtraining manuals, customer lists, and other General Intangibles with respect tothe foregoing;

(c)           all reissues,continuations, extensions, modifications and renewals of the foregoing;

(d)           all goodwill ofthe business connected with the use of, and symbolized by, each Trademark andany Trademark licensed under any Intellectual Property License; and

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(e)           all productsand proceeds of the foregoing, including, without limitation, any claim by suchGrantor against third parties for past, present or future (i) infringement ordilution of any Trademark or any Trademark licensed under any IntellectualProperty License or (ii) injury to the goodwill associated with any Trademarkor any Trademark licensed under any Intellectual Property License.

3.             SECURITY FOR OBLIGATIONS.  ThisTrademark Security Agreement and the Security Interest created hereby securesthe payment and performance of all the Secured Obligations, whether nowexisting or arising hereafter.  Withoutlimiting the generality of the foregoing, this Trademark Security Agreementsecures the payment of all amounts which constitute part of the Obligations andwould be owed by Grantors, or any of them, to Agent, the Lender Group, the BankProduct Providers or any of them, whether or not they are unenforceable or notallowable due to the existence of an Insolvency Proceeding involving anyGrantor.

4.             SECURITY AGREEMENT.  Thesecurity interests granted pursuant to this Trademark Security Agreement aregranted in conjunction with the security interests granted to Agent, for thebenefit of the Lender Group and the Bank Product Providers, pursuant to theSecurity Agreement.  Each Grantor herebyacknowledges and affirms that the rights and remedies of Agent with respect tothe security interest in the Trademark Collateral made and granted hereby aremore fully set forth in the Security Agreement, the terms and provisions ofwhich are incorporated by reference herein as if fully set forth herein.

5.             AUTHORIZATIONTO SUPPLEMENT.  If any Grantor shall obtain rights to any newtrademarks, the provisions of this Trademark Security Agreement shallautomatically apply thereto. Grantors shall give prompt notice in writing toAgent with respect to any such new trademarks or renewal or extension of anytrademark registration.   Withoutlimiting Grantors’ obligations under this Section 4, Grantors herebyauthorize Agent unilaterally to modify this Agreement by amending Schedule Ito include any such new trademark rights of Grantors.  Notwithstanding the foregoing, no failure toso modify this Trademark Security Agreement or amend Schedule I shall inany way affect, invalidate or detract from Agent’s continuing security interestin all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  ThisTrademark Security Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original, but all such separatecounterparts shall together constitute but one and the same instrument.  In proving this Trademark Security Agreementor any other Loan Document in any judicial proceedings, it shall not benecessary to produce or account for more than one such counterpart signed bythe party against whom such enforcement is sought.  Any signatures delivered by a party byfacsimile transmission or by e-mail transmission shall be deemed an originalsignature hereto.

7.             CONSTRUCTION. Unless the context of this Trademark Security Agreement or any otherLoan Document clearly requires otherwise, references to the plural include thesingular, references to the singular include the plural, the terms “includes”and  “including” are not limiting, andthe term “or” has, except where otherwise indicated, the inclusive meaningrepresented by the phrase “and/or.”  Thewords “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in thisTrademark Security Agreement or any other Loan Document refer to this TrademarkSecurity Agreement or such other Loan Document, as the case may be, as a wholeand not to any particular provision of this Trademark Security Agreement orsuch other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein areto this Agreement unless otherwise specified. Any reference in this Trademark Security Agreement or in any other LoanDocument to any agreement, instrument, or document shall include allalterations, amendments, changes, extensions, modifications, renewals,replacements, substitutions, joinders, and supplements, thereto and thereof, asapplicable (subject to any restrictions on such alterations, amendments,changes, extensions, modifications, renewals, replacements, substitutions,joinders, and supplements set forth herein). Any reference herein or in any other Loan Document to the satisfactionor repayment in full of the Obligations shall mean the repayment in full incash (or cash collateralization in accordance with the terms hereof) of allObligations other than unasserted contingent indemnification Obligations andother than any Bank Product Obligations that, at such time, are allowed by theapplicable Bank Product Providers to remain outstanding and 

2

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that are not required by the provisions of theCredit Agreement to be repaid or cash collateralized.  Any reference herein to any Person shall beconstrued to include such Person’s successors and assigns.  Any requirement of a writing contained hereinor in any other Loan Document shall be satisfied by the transmission of aRecord and any Record so transmitted shall constitute a representation andwarranty as to the accuracy and completeness of the information containedtherein.

[signaturepage follows]

3

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IN WITNESS WHEREOF, each Grantor has caused this Trademark SecurityAgreement to be executed and delivered by its duly authorized officer as of thedate first set forth above. 
|        |       | **ADVENT SOFTWARE, INC.,**a Delaware corporation                  |
|--------|------------|-------------------------------------------------------------------|
|   |       |                                                              |
|   |       |                                                              |
|   |       | By:  /s/ Graham V. Smith                                |
|   |       | Graham V. Smith                                                   |
|   |       | Executive Vice President, Chief Financial Officer   and Secretary |
|   |       |                                                              |
|   |       |                                                              |
|   | ** ** | **MICROEDGE, INC.,**                                              |
|   |       | a New York corporation                                            |
|   |       |                                                              |
|   |       |                                                              |
|   |       | By:  /s/ Graham V. Smith                                |
|   |       | Graham V. Smith                                                   |
|   |       | Executive Vice President, Chief Financial Officer   and Secretary |

 
|            | **ACCEPTED AND ACKNOWLEDGED BY:**                                       |
|------------|-------------------------------------------------------------------------|
|       |                                                                    |   |
| ** ** | **WELLS FARGO FOOTHILL, INC.****,**a California corporation,   as Agent |
|       |                                                                    |   |
|       |                                                                    |   |
|       | By:  /s/ Alexander E. Hechler                                 |
|       | Alexander E. Hechler                                                    |
|       | Vice President                                                          |

 

[Signature Page to Trademark SecurityAgreement]

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SCHEDULE Ito**TRADEMARK SECURITY AGREEMENT**

**Trademark Registrations/Applications**
| Grantor               | ** ** | **Country** | ** ** | **Mark**                                      | ** ** | **Application/  Registration No.** | ** ** | **App/Reg Date**    |
|-----------------------|------------|-------------|------------|-----------------------------------------------|------------|------------------------------------|------------|---------------------|
| Advent Software, Inc. |       | U.S.A.      |       | ADVENT RULES   MANAGER   (Block Letters)      |       | App. No.: 78-914668                |       | App. Date: 06/22/06 |
| Advent Software, Inc. |       | U.S.A.      |       | ADVENT  ATTRIBUTION  (Block Letters)          |       | App. No.: 78-914614                |       | App. Date: 06/22/06 |
| Advent Software, Inc. |       | U.S.A.      |       | ADVENT SOFTWARE,  INC.                        |       | Reg. No.: 1,490,606                |       | Reg. Date: 05/31/88 |
| Advent Software, Inc. |       | U.S.A.      |       | NOW YOU CAN   TRADE YOUR WAY  (Block Letters) |       | App. No.: 78-480098                |       | App. Date: 09/08/04 |
| Advent Software, Inc. |       | U.S.A.      |       | ADVENT APX                                    |       | App. No.: 78-763696                |       | App. Date: 11/30/05 |
| Advent Software, Inc. |       | U.S.A.      |       | PORTFOLIO  EXCHANGE  (Block Letters)          |       | Reg. No.: 3,107,811                |       | Reg. Date: 06/20/06 |
| Advent Software, Inc. |       | U.S.A.      |       | ADVENT PACKAGER                               |       | Reg. No.: 2,760,425                |       | Reg. Date: 09/02/03 |
| Advent Software, Inc. |       | U.S.A.      |       | ADVENT  CORPORATE  ACTIONS                    |       | Reg. No.: 2,808,069                |       | Reg. Date: 01/27/04 |
| Advent Software, Inc. |       | U.S.A.      |       | SMARTCLICK                                    |       | App. No.: 76-399010                |       | App. Date: 04/23/02 |
| Advent Software, Inc. |       | U.S.A.      |       | ADV ENT (and Design)                          |       | Reg. No.: 2,793,737                |       | Reg. Date: 12/16/03 |
| Advent Software, Inc. |       | U.S.A.      |       | MYADVENT                                      |       | Reg. No.: 2,675,622                |       | Reg. Date: 01/14/03 |
| Advent Software, Inc. |       | U.S.A.      |       | WEALTHLINE                                    |       | Reg. No.: 2,725,674                |       | Reg. Date: 06/10/03 |
| Advent Software, Inc. |       | U.S.A.      |       | ADVENT                                        |       | Reg. No.: 2,760,872                |       | Reg. Date: 09/09/03 |
| Advent Software, Inc. |       | U.S.A.      |       | WEALTHLINE                                    |       | Reg. No.: 2,678,991                |       | Reg. Date: 01/21/03 |
| Advent Software, Inc. |       | U.S.A.      |       | ADVENT   OUTSOURCE                            |       | Reg. No.: 2,785,466                |       | Reg. Date: 11/25/03 |

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| Advent Software, Inc.   |   | U.S.A. |   | ADVENT                                  |   | Reg. No.: 2,788,032 |   | Reg. Date: 12/02/03 |
|-------------------------|--------|--------|--------|-----------------------------------------|--------|---------------------|--------|---------------------|
| Advent Software,  Inc.  |   | U.S.A. |   | ADVENT INX                              |   | Reg. No.: 2,591,241 |   | Reg. Date: 07/09/02 |
| Advent Software, Inc.   |   | U.S.A. |   | ADVENT                                  |   | Reg. No.: 2,517,374 |   | Reg. Date: 12/11/01 |
| Advent Software,  Inc.  |   | U.S.A. |   | ADVENT TRUSTED   NETWORK (and   Design) |   | Reg. No.: 2,521,299 |   | Reg. Date: 12/18/01 |
| Advent Software, Inc.   |   | U.S.A. |   | ADVENT   TRUSTED NETWORK                |   | Reg. No.: 2,521,298 |   | Reg. Date: 12/18/01 |
| Advent Software,  Inc.  |   | U.S.A. |   | ADVENT BROWSER   REPORTING              |   | Reg. No.: 2,319,075 |   | Reg. Date: 02/15/00 |
| Advent Software, Inc.   |   | U.S.A. |   | ADVENT   WAREHOUSE                      |   | Reg. No.: 2,453,617 |   | Reg. Date: 05/22/01 |
| Advent Software,  Inc.  |   | U.S.A. |   | ADVENT OFFICE                           |   | Reg. No.: 2,559,183 |   | Reg. Date: 04/09/02 |
| Advent Software, Inc.   |   | U.S.A. |   | REX                                     |   | Reg. No.: 2,696,900 |   | Reg. Date: 03/18/03 |
| Advent Software,  Inc.  |   | U.S.A. |   | SECOND STREET   SECURITIES              |   | Reg. No.: 2,272,795 |   | Reg. Date: 08/24/99 |
| Advent Software, Inc.   |   | U.S.A. |   | ADVENT PARTNER                          |   | Reg. No.: 2,288,132 |   | Reg. Date: 10/19/99 |
| Advent Software,  Inc.  |   | U.S.A. |   | QUBE                                    |   | Reg. No.: 2,082,035 |   | Reg. Date: 07/22/97 |
| Advent Software, Inc.   |   | U.S.A. |   | MOXY                                    |   | Reg. No.: 1,989,016 |   | Reg. Date: 07/23/96 |
| Advent Software,  Inc.  |   | U.S.A. |   | AXYS                                    |   | Reg. No.: 2,213,132 |   | Reg. Date: 12/22/98 |
| Advent Software, Inc.   |   | U.S.A. |   | GENEVA                                  |   | Reg. No.: 1,671,042 |   | Reg. Date: 01/07/92 |
| Advent Software,  Inc.  |   | U.S.A. |   | ADVENT PORTFOLIO EXCHANGE               |   | Reg. No.: 3,051,748 |   | Reg. Date: 01/24/06 |
| Advent Technology, Inc. |   | U.S.A. |   | THE PROFESSIONAL PORTFOLIO              |   | Reg. No.: 1,347,405 |   | Reg. Date: 07/09/85 |
| Kinexus Corporation     |   | U.S.A. |   | KINEXUS                                 |   | Reg. No.: 2,759,496 |   | Reg. Date: 09/02/03 |
| Kinexus  Corporation    |   | U.S.A. |   | KINEXUS                                 |   | Reg. No.: 2,747,922 |   | Reg. Date: 08/05/03 |
| Kinexus Corporation     |   | U.S.A. |   | TOTAL WEALTH   INTELLIGENCE             |   | Reg. No.: 2,684,416 |   | Reg. Date: 02/04/03 |
| Techfi  Corporation     |   | U.S.A. |   | ADVISORMART                             |   | Reg. No.: 2,417,605 |   | Reg. Date: 01/02/01 |

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| MicroEdge, Inc.          |   | U.S.A. |   | MICROEDGE   PORTICO   (Block Letters) |   | App. No.: 78-721689 |   | App. Date: 09/27/05 |
|--------------------------|--------|--------|--------|---------------------------------------|--------|---------------------|--------|---------------------|
| MicroEdge, Inc.          |   | U.S.A. |   | MICROEDGE                             |   | Reg. No.: 2,816,535 |   | Reg. Date: 02/24/04 |
| MicroEdge, Inc.          |   | U.S.A. |   | MICROEDGE   (and Design)              |   | Reg. No.: 2,447,267 |   | Reg. Date: 05/01/01 |
| MicroEdge, Inc.          |   | U.S.A. |   | MICROEDGE   (and Design)              |   | Reg. No.: 2,511,315 |   | Reg. Date: 11/27/01 |
| MicroEdge, Inc.          |   | U.S.A. |   | ESSENTIAL GIFTS                       |   | Reg. No.: 2,812,793 |   | Reg. Date: 02/10/04 |
| MicroEdge, Inc.          |   | U.S.A. |   | SOLUTIONS FOR   EFFECTIVE GIVING      |   | Reg. No.: 2,812,794 |   | Reg. Date: 02/10/04 |
| MicroEdge, Inc.          |   | U.S.A. |   | GIFTS CONNECTIONS                     |   | Reg. No.: 2,839,910 |   | Reg. Date: 05/11/04 |
| MicroEdge, Inc.          |   | U.S.A. |   | MYGIFTS                               |   | Reg. No.: 2,824,873 |   | Reg. Date: 03/23/04 |
| MicroEdge, Inc.          |   | U.S.A. |   | REVIEWERCONNECT                       |   | Reg. No.: 2,952,691 |   | Reg. Date: 05/17/05 |
| MicroEdge, Inc.          |   | U.S.A. |   | GIFTS                                 |   | Reg. No.: 2,073,723 |   | Reg. Date: 06/24/97 |
| MicroEdge, Inc.          |   | U.S.A. |   | DONORCENTRAL                          |   | Reg. No.: 2,949,070 |   | Reg. Date: 05/10/05 |
| The Witan Group,    Inc. |   | U.S.A. |   | TOTAL WEALTH   INTELLIGENCE           |   | Reg. No.: 2,732,785 |   | Reg. Date: 07/01/03 |

 

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**COPYRIGHT SECURITY AGREEMENT**

This **COPYRIGHTSECURITY AGREEMENT** (this “Copyright Security Agreement”) ismade this 14th day of February, 2007, among Grantors listed on the signaturepages hereof ( collectively, jointly and severally, “Grantors” and eachindividually “Grantor”), and **WELLSFARGO FOOTHILL, INC.**, in its capacity as Agent for the Lender Groupand the Bank Product Providers (together with its successors and assigns insuch capacity, “Agent”).

WITNESSETH:

WHEREAS, pursuant to that certain Credit Agreementdated February 14, 2007 (as amended, restated, supplemented or otherwisemodified from time to time, including all exhibits and schedules thereto or tothe Disclosure Letter, the “Credit Agreement”) among **ADVENT SOFTWARE, INC.**, a Delaware corporation(“Parent”) and each of Parent’s Subsidiaries signatory thereto (suchSubsidiaries, together with Parent, are referred to hereinafter eachindividually as a “Borrower” and collectively, as “Borrowers”),the lenders from time to time party thereto as “Lenders” (“Lenders”),and Agent, the Lender Group agreed to make certain financial accommodationsavailable to Borrowers from time to time pursuant to the terms and conditionsthereof;

WHEREAS, the members of the Lender Group are willingto make the financial accommodations to Borrowers as provided for in the CreditAgreement, but only upon the condition, among others, that Grantors shall haveexecuted and delivered to Agent, for the benefit of the Lender Group and theBank Product Providers, that certain Security Agreement, dated February 14,2007 (including all annexes, exhibits or schedules thereto or to the DisclosureLetter, as from time to time amended, restated, supplemented or otherwisemodified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement,Grantors are required to execute and deliver to Agent, for the benefit of theLender Group and the Bank Product Providers, this Copyright Security Agreement.

NOW, THEREFORE, in consideration of the premises andmutual covenants herein contained and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Grantors hereby agree as follows:

1.             DEFINED TERMS.  Allcapitalized terms used but not otherwise defined herein have the meanings givento them in the Security Agreement and/or the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN COPYRIGHTCOLLATERAL.  Subject to any limitations set forth in Section2 of the Security Agreement, each Grantor hereby grants to Agent, for thebenefit of the Lender Group and the Bank Product Providers, a continuing firstpriority security interest in all of such Grantor’s right, title and interestin, to and under the following, whether presently existing or hereafter createdor acquired (collectively, the “Copyright Collateral”):

(a)           all of suchGrantor’s Copyrights and Intellectual Property Licenses with respect toCopyrights to which it is a party including those referred to on Schedule Ihereto;

(b)           allrestorations, reversions, renewals, reissues, continuations or extensions ofthe foregoing; and

(c)           all productsand proceeds of the foregoing, including, without limitation, any claim by suchGrantor against third parties for past, present or future infringement ordilution of any Copyright or any Copyright licensed under any IntellectualProperty License.

3.             SECURITY FOR OBLIGATIONS.  ThisCopyright Security Agreement and the Security Interest created hereby securesthe payment and performance of all the Secured Obligations, whether now 

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existing or arising hereafter.  Without limiting the generality of theforegoing, this Copyright Security Agreement secures the payment of all amountswhich constitute part of the Obligations and would be owed by Grantors, or anyof them, to Agent, the Lender Group, the Bank Product Providers or any of them,whether or not they are unenforceable or not allowable due to the existence ofan Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT.  Thesecurity interests granted pursuant to this Copyright Security Agreement aregranted in conjunction with the security interests granted to Agent, for thebenefit of the Lender Group and the Bank Product Providers, pursuant to theSecurity Agreement.  Each Grantor herebyacknowledges and affirms that the rights and remedies of Agent with respect tothe security interest in the Copyright Collateral made and granted hereby aremore fully set forth in the Security Agreement, the terms and provisions ofwhich are incorporated by reference herein as if fully set forth herein.

5.             AUTHORIZATIONTO SUPPLEMENT.  Grantors shall give Agent notice in writing ofany additional United States copyright registrations or applications thereforafter the date hereof pursuant to the terms of the Security Agreement.  Grantors hereby authorize Agent unilaterallyto modify this Agreement by amending Schedule I to include any futureUnited States registered copyrights or applications therefor of Grantors.  Notwithstanding the foregoing, no failure toso modify this Copyright Security Agreement or amend Schedule I shall inany way affect, invalidate or detract from Agent’s continuing security interestin all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  ThisCopyright Security Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original, but all such separatecounterparts shall together constitute but one and the same instrument.  In proving this Copyright Security Agreementor any other Loan Document in any judicial proceedings, it shall not benecessary to produce or account for more than one such counterpart signed bythe party against whom such enforcement is sought.  Any signatures delivered by a party byfacsimile transmission or by e-mail transmission shall be deemed an originalsignature hereto.

7.             CONSTRUCTION. Unless the context of this Copyright Security Agreement or any otherLoan Document clearly requires otherwise, references to the plural include thesingular, references to the singular include the plural, the terms “includes”and  “including” are not limiting, andthe term “or” has, except where otherwise indicated, the inclusive meaningrepresented by the phrase “and/or.”  Thewords “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in thisCopyright Security Agreement or any other Loan Document refer to this CopyrightSecurity Agreement or such other Loan Document, as the case may be, as a wholeand not to any particular provision of this Copyright Security Agreement orsuch other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein areto this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright SecurityAgreement or in any other Loan Document to any agreement, instrument, ordocument shall include all alterations, amendments, changes, extensions,modifications, renewals, replacements, substitutions, joinders, andsupplements, thereto and thereof, as applicable (subject to any restrictions onsuch alterations, amendments, changes, extensions, modifications, renewals,replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other LoanDocument to the satisfaction or repayment in full of the Obligations shall meanthe repayment in full in cash (or cash collateralization in accordance with theterms hereof) of all Obligations other than unasserted contingentindemnification Obligations and other than any Bank Product Obligations that,at such time, are allowed by the applicable Bank Product Providers to remainoutstanding and that are not required by the provisions of the Credit Agreementto be repaid or cash collateralized.  Anyreference herein to any Person shall be construed to include such Person’ssuccessors and assigns.  Any requirementof a writing contained herein or in any other Loan Document shall be satisfiedby the transmission of a Record and any Record so transmitted shall constitutea representation and warranty as to the accuracy and completeness of theinformation contained therein.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each Grantor has caused this Copyright SecurityAgreement to be executed and delivered by its duly authorized officer as of thedate first set forth above. 
|        | ** ** | **ADVENT SOFTWARE, INC.,**                                              | ** ** |   |
|--------|------------|-------------------------------------------------------------------------|------------|--------|
|   |       | a Delaware corporation                                                  |       |   |
|   |       |                                                                    |       |   |
|   |       | By:  /s/ Graham V. Smith                                      |       |   |
|   |       | Graham V. Smith                                                         |       |   |
|   |       | Executive Vice President, Chief Financial Officer                       |       |   |
|   |       |                                                                    |       |   |
|   |       |                                                                    |       |   |
|   |       |                                                                    |       |   |
|   | ** ** | **ACCEPTED AND ACKNOWLEDGED BY:**                                       | ** ** |   |
|   |       |                                                                    |       |   |
|   | ** ** | **WELLS FARGO FOOTHILL, INC.****,**a California corporation,   as Agent | ** ** |   |
|   |       |                                                                    |       |   |
|   |       |                                                                    |       |   |
|   |       |                                                                    |       |   |
|   |       | By:  /s/ Alexander E. Hechler                                 |       |   |
|   |       | Alexander E. Hechler                                                    |       |   |
|   |       | Vice President                                                          |       |   |

 

[Signature Pageto Copyright Security Agreement]

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SCHEDULE Ito**COPYRIGHT SECURITY AGREEMENT**

**Copyright Registrations**
| **Grantor**           | ** ** | **Country** | ** ** | **Copyright**                                                                                        | ** ** | **Registration No.** | ** ** | **Registration Date** |
|-----------------------|------------|-------------|------------|------------------------------------------------------------------------------------------------------|------------|----------------------|------------|-----------------------|
| NPO Solutions, Inc.   |       | U.S.A.      |       | Foundation   Information and   Management   System (FIMS)                                            |       | TX3-783/247          |       | 03/22/94              |
| Advent Software, Inc. |       | U.S.A.      |       | Advent Browser   Reporting for   Enterprise Users:   release 1.3.1                                   |       | TX5-563-645          |       | 06/27/02              |
| Advent Software, Inc. |       | U.S.A.      |       | Advent Browser   Reporting for   Enterprise Users:   release 1.3.0                                   |       | TX5-563-820          |       | 06/27/02              |
| Advent Software, Inc. |       | U.S.A.      |       | Advent Browser   Reporting for   Enterprise Users:   release 1.0.0                                   |       | TX5-563-820          |       | 06/27/02              |
| Advent Software, Inc. |       | U.S.A.      |       | Advent Browser   Reporting for   Enterprise Users:   release 1.2.0                                   |       | TX5-604-135          |       | 06/27/02              |
| Advent Software, Inc. |       | U.S.A.      |       | Advent Browser   Reporting for   Enterprise Users                                                    |       | TX5-606-675          |       | 06/27/02              |
| Advent Software, Inc. |       | U.S.A.      |       | Advent INX:   release 1.1.0                                                                          |       | TX5-565-700          |       | 06/28/02              |
| Advent Software, Inc. |       | U.S.A.      |       | Advent Partner                                                                                       |       | TX5-321-420          |       | 06/21/01              |
| Advent Software, Inc. |       | U.S.A.      |       | Advent Portfolio   Management,   Accounting and   Reporting Office:   using Axys Report   Writer Pro |       | TX5-717-352          |       | 11/20/2002            |
| Advent Software, Inc. |       | U.S.A.      |       | Advent Partner:   release 3.3.0                                                                      |       | TX5-788-694          |       | 12/03/2002            |

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| Advent Software, Inc. |   | U.S.A. |   | Advent Partner:   release 3.4.0    |   | TX5-807-691 |   | 07/23/2003 |
|-----------------------|--------|--------|--------|------------------------------------|--------|-------------|--------|------------|
| Advent Software, Inc. |   | U.S.A. |   | Advent Warehouse   1.2.0           |   | TX5-572-768 |   | 06/27/2002 |
| Advent Software, Inc. |   | U.S.A. |   | Advent Warehouse   1.1.0           |   | TX5-604-458 |   | 06/27/2002 |
| Advent Software, Inc. |   | U.S.A. |   | APVer.h                            |   | TX5-793-902 |   | 08/13/2003 |
| Advent Software, Inc. |   | U.S.A. |   | AXYS                               |   | TX4-988-896 |   | 12/14/1999 |
| Advent Software, Inc. |   | U.S.A. |   | AXYSv123.doc                       |   | TX4-988-902 |   | 01/06/2000 |
| Advent Software, Inc. |   | U.S.A. |   | Dataport:   release3.5.1           |   | TX5-759-450 |   | 11/20/2002 |
| Advent Software, Inc. |   | U.S.A. |   | Electronic Routing                 |   | TX5-447-090 |   | 10/16/2001 |
| Advent Software, Inc. |   | U.S.A. |   | File axysver.h                     |   | TX5-786-059 |   | 09/18/2002 |
| Advent Software, Inc. |   | U.S.A. |   | Geneva: release   5.11             |   | TX5-827-899 |   | 06/12/2003 |
| Advent Software, Inc. |   | U.S.A. |   | Geneva 4.1.0   source code         |   | TX5-724-239 |   | 10/15/2002 |
| Advent Software, Inc. |   | U.S.A. |   | Managing &   Trading with Moxy |   | TX5-446-747 |   | 10/16/2001 |
| Advent Software, Inc. |   | U.S.A. |   | Migrating to Moxy:   release 3.6.5 |   | TX5-446-746 |   | 10/16/2001 |
| Advent Software, Inc. |   | U.S.A. |   | Moxy: release 3.0.0                |   | TX5-460-004 |   | 11/16/2001 |
| Advent Software, Inc. |   | U.S.A. |   | Moxy: release 4                    |   | TX5-835-965 |   | 12/03/2002 |
| Advent Software, Inc. |   | U.S.A. |   | Moxy 3.6.5 release   notes         |   | TX5-447-089 |   | 10/16/2001 |
| Advent Software, Inc. |   | U.S.A. |   | Moxy 360                           |   | TX5-447-077 |   | 10/16/2001 |
| Advent Software, Inc. |   | U.S.A. |   | MyAdvent: release   1.1.0          |   | TX5-875-759 |   | 10/25/2002 |
| Advent Software, Inc. |   | U.S.A. |   | QUBE: release   3.6.0              |   | TX5-664-140 |   | 10/25/2002 |
| Advent Software, Inc. |   | U.S.A. |   | QUBE: release 3                    |   | TX5-783-225 |   | 06/12/2003 |

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| Advent Software, Inc. |   | U.S.A. |   | Report Writer:   release 3.5.1                                                    |   | TX5-669-780 |   | 11/20/2002 |
|-----------------------|--------|--------|--------|-----------------------------------------------------------------------------------|--------|-------------|--------|------------|
| Advent Software, Inc. |   | U.S.A. |   | REX 352                                                                           |   | TX5-640-942 |   | 10/30/2002 |
| Advent Software, Inc. |   | U.S.A. |   | REX 351, version   H686                                                           |   | TX5-731-515 |   | 02/28/2003 |
| Advent Software, Inc. |   | U.S.A. |   | Setting up and   maintaining Moxy                                                 |   | TX5-446-745 |   | 10/16/2001 |
| Advent Software, Inc. |   | U.S.A. |   | Using   DataExchange and   Dataport: Custodial   Marketplace at   Your Fingertips |   | TX5-784-322 |   | 12/03/2002 |
| Advent Software, Inc. |   | U.S.A. |   | Wealthline: release   1.3.0                                                       |   | TX5-747-012 |   | 10/11/2002 |
| Advent Software, Inc. |   | U.S.A. |   | Web-based Wealth   Management   Communication:   using Wealthline                 |   | TX5-894-808 |   | 08/28/2003 |
| Advent Software, Inc. |   | U.S.A. |   | The Professional   Portfolio                                                      |   | TX1-335-523 |   | 02/27/1984 |

 

 

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**INTERCOMPANY SUBORDINATIONAGREEMENT**

**THISINTERCOMPANY SUBORDINATION AGREEMENT** (this “Agreement”), dated as of February 14, 2007, is madeamong the persons signatory hereto as Creditors (each a “Creditor” andcollectively, the “Creditors”), and **WELLSFARGO FOOTHILL, INC.**, a California corporation, as Agent (in suchcapacity, “Agent”) for the Lenders (as defined below).

WHEREAS, the Obligors (as defined below), thefinancial institutions signatory thereto (the “Lenders”) and Agent areparties to that certain Credit Agreement, dated as of even date herewith (asamended, modified, renewed, extended, or replaced from time to time, the “CreditAgreement”), pursuant to which the Lenders have agreed to make certainfinancial accommodations to the Obligors;

WHEREAS, the Creditors are affiliates of theObligors;

WHEREAS, each Creditor has made or may makecertain loans or advances from time to time to one or more Obligors;

WHEREAS, in order to induce Agent and theLenders to enter into the Credit Agreement, each Creditor has agreed to thesubordination of such indebtedness of the Obligors to such Creditor, upon theterms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of themutual promises, covenants, conditions, representations, and warranties setforth herein and for other good and valuable consideration, the parties heretoagree as follows:

SECTION1.           Definitions; Interpretation.

(a)           Terms Defined in Credit Agreement.  Allcapitalized terms used in this Agreement and not otherwise defined herein shallhave the meanings assigned to them in the Credit Agreement.

(b)           Certain Defined Terms.  Asused in this Agreement, the following terms shall have the following meanings:

“Agent” has the meaning set forth inthe preamble to this Agreement.

“Agreement” has the meaning set forthin the preamble to this Agreement.

“Creditors” has the meaning set forthin the preamble to this Agreement.

“Credit Agreement” has the meaning setforth in the recitals to this Agreement.

“Discharge of Senior Debt” meanspayment and satisfaction in full in cash of any and all Senior Debt (as definedbelow) which may be now or hereafter owing to any member of the Lender Groupand/or the Bank Product Providers by any Obligor, including, with respect toamounts available to be drawn under outstanding letters of credit issued underthe Credit Agreement or any other Loan Document (or indemnities issued pursuantthereto in respect of outstanding letters of credit), delivery of cash to beheld as collateral for such letters of credit or backstop letters of credit in respect thereof in compliance with theterms of the Credit Agreement, in each case, after or concurrently with thetermination of the Credit Agreement and the termination of all obligations andcommitments to make loans, advances or otherwise extend credit thereunder.

“Insolvency Event” has the meaning setforth in Section 3.

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“Lenders” has the meaning set forth inthe recitals to this Agreement.

“Obligors” means, collectively, allpresent and future Borrowers and Guarantors.

“Senior Debt” means the Obligations(as defined in the Credit Agreement) and other indebtedness and liabilities ofthe Obligors to Agent, the Lender Group and/or the Bank Product Providers underor in connection with the Credit Agreement and the other Loan Documents,including all unpaid principal of the Advances, all interest accrued thereon(including all interest that, but for the provisions of the Bankruptcy Code,would have accrued), all fees due under the Credit Agreement and the other LoanDocuments (including all fees that, but for the provisions of the BankruptcyCode, would have accrued), and all other amounts payable by the Obligors toAgent the Lender Group and/or the Bank Product Providers thereunder or inconnection therewith, whether now existing or hereafter arising, and whetherdue or to become due, absolute or contingent, liquidated or unliquidated,determined or undetermined.

“Subordinated Debt” means, withrespect to each Creditor, all indebtedness, liabilities, and other obligationsof any Obligor owing to such Creditor, whether now existing or hereafterarising, and whether due or to become due, absolute or contingent, liquidatedor unliquidated, determined or undetermined, including all fees and all otheramounts payable by any Obligor to such Creditor under or in connection with anydocuments or instruments related thereto.

“Subordinated Debt Payment” means anypayment or distribution by or on behalf of the Obligors, directly orindirectly, of assets of the Obligors of any kind or character, whether incash, property, or securities for or on account of the Subordinated Debt,including on account of the purchase, redemption, or other acquisition ofSubordinated Debt, as a result of a collection, sale, or other disposition ofcollateral, or by setoff, exchange, or in any other manner.

(c)           Interpretation. Unless the context of this Agreement clearly requires otherwise,references to the plural include the singular, references to the singularinclude the plural, the term “including” is not limiting, and the term “or”has, except where otherwise indicated, the inclusive meaning represented by thephrase “and/or.”  The words “hereof,” “herein,”“hereby,” “hereunder,” and similar terms in this Agreement refer to thisAgreement as a whole and not to any particular provision of thisAgreement.  Section, subsection, clause,schedule, and exhibit references are to this Agreement unless otherwisespecified.  References to agreements andother contractual instruments shall be deemed to include all subsequentamendments and other modifications thereto. References to statutes or regulations are to be construed as includingall statutory and regulatory provisions consolidating, amending, or replacingthe statute or regulation referred to. The captions and headings are for convenience of reference only andshall not affect the construction of this Agreement.

SECTION 2.           Subordination to Payment of Senior Debt.  Asto each Creditor, all payments on account of the Subordinated Debt shall besubject, subordinate, and junior, in right of payment and exercise of remedies,to the extent and in the manner set forth herein, to the prior Discharge ofSenior Debt.

SECTION 3.           Subordination Upon Any Distribution of Assetsof the Obligors.  As to each Creditor, in the event of anypayment or distribution of assets of any Obligor of any kind or character,whether in cash, property, or securities, upon the dissolution, winding up, ortotal or partial liquidation or reorganization, readjustment, arrangement, orsimilar proceeding relating to any Obligor or its property, whether voluntaryor involuntary, or in bankruptcy, insolvency, receivership, arrangement, orsimilar proceedings or upon an assignment for the benefit of creditors, or uponany other marshaling or composition of the assets and liabilities of anyObligor, or otherwise (such events, collectively, the “Insolvency Events”):  (i) the Discharge of Senior Debt musthave occurred before any Subordinated Debt Payment is made; and (ii) tothe extent permitted by applicable law, any Subordinated Debt Payment to whichsuch Creditor would be entitled except for the provisions hereof, shall be paidor delivered by the trustee in bankruptcy, receiver, assignee for the benefitof creditors, or other liquidating agent making such payment or distributiondirectly to 

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Agent for application to thepayment of the Senior Debt in accordance with clause (i), after giving effectto any concurrent payment or distribution or provision therefor to Agent or anyLender in respect of such Senior Debt.

SECTION4.           Payments on Subordinated Debt.

(a)           Permitted Payments.  Solong as no Event of Default would occur or has occurred and is continuing, eachObligor may make, and each Creditor shall be entitled to accept and receive,payments on account of the Subordinated Debt in the ordinary course ofbusiness.

(b)           No Payment Upon Senior Debt Defaults.  Uponthe occurrence of any Event of Default, and until such Event of Default iscured or waived in accordance with the terms of the Credit Agreement, eachObligor shall not make, and each Creditor shall not accept or receive, anySubordinated Debt Payment; provided, however, notwithstanding theforegoing, (i) any Creditor that is not a Borrower may pay to a Borrower, andsuch Borrower may accept and receive, payments on account of any SubordinatedDebt owed to such Borrower so long as such payments are remitted to a CashManagement Account and (ii) any Creditor that is not a Borrower or a Guarantormay pay to a Guarantor, and such Guarantor may accept and receive, payments ona account of any Subordinated Debt owed to such Guarantor so long as suchpayments are remitted to a Cash Management Account.

SECTION 5.           Subordination of Remedies. Until the Discharge of Senior Debt, following the occurrence of anyEvent of Default and until such Event of Default is cured or waived, eachCreditor shall not, without the prior written consent of Agent:

(a)           accelerate, make demand, or otherwise make due and payable prior to theoriginal due date thereof any Subordinated Debt or bring suit or institute anyother actions or proceedings to enforce its rights or interests in respect ofthe obligations of any Obligor owing to such Creditor;

(b)           exercise any rights under or with respect to guaranties of theSubordinated Debt, if any;

(c)           exercise any rights to set-offs and counterclaims in respect of anyindebtedness, liabilities, or obligations of any Obligor to such Creditoragainst any of the Subordinated Debt; or

(d)           commence, or cause to be commenced, or join with any creditor otherthan Agent and the Lenders in commencing, any bankruptcy, insolvency, orreceivership proceeding against the any Obligor.

SECTION 6.           Payment Over to Agent.  Inthe event that, notwithstanding the provisions of Section 3, Section4, and Section 5, any Subordinated Debt Payments shall be receivedin contravention of Section 3, Section 4, or Section 5 byany Creditor before the Discharge of Senior Debt has occurred, suchSubordinated Debt Payments shall be held in trust for the benefit of Agent, theLender Group and the Bank Product Providers and shall be paid over or deliveredto Agent for application to the payment, in full, in cash or cash equivalentsof all Senior Debt remaining unpaid to the extent necessary to give effect to Section3, Section 4, and Section 5, after giving effect to anyconcurrent payments or distributions to Agent or any Lender in respect of theSenior Debt.

SECTION 7.           Insolvency.

(a)           Authorization to Agent.  If,while any Subordinated Debt is outstanding, any Insolvency Event shall occurand be continuing with respect to any Obligor or its property:  (i) Agent hereby is irrevocablyauthorized and empowered (in the name of each Creditor or otherwise), but shallhave no 

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obligation, to demand, suefor, collect, and receive every payment or distribution in respect of theSubordinated Debt and give acquittance therefor and to file claims and proofsof claim and take such other action (including voting the Subordinated Debt) asit may deem necessary or advisable for the exercise or enforcement of any ofthe rights or interests of Agent or any Lender; and (ii) each Creditorshall promptly take such action as Agent reasonably may request (A) tocollect the Subordinated Debt for the account of Agent and the Lenders and tofile appropriate claims or proofs of claim in respect of the Subordinated Debt,(B) to execute and deliver to Agent such powers of attorney, assignments,and other instruments as it may request to enable it to enforce any and allclaims with respect to the Subordinated Debt, and (C) to collect andreceive any and all Subordinated Debt Payments.

(b)           Rights in Insolvency Events.

(i)            Each of the Creditorshereby authorizes and empowers the Agent, for the benefit of the Lender Groupand the Bank Product Providers, in any Insolvency Event to file a proof ofclaim on behalf of such Creditor with respect to the Subordinated Debt (A) ifsuch Creditor fails to file such proof of claim prior to thirty (30) daysbefore the expiration of the time period during which such claims must besubmitted, or (B) if the Agent, in its Permitted Discretion, believes that anystatements or assertions in a proof of claim filed by such Creditor are notconsistent with the terms and conditions hereof; provided, however,that any failure of the Agent to file such proof of claim shall not be deemedto be a waiver by the Agent of any of the rights and benefits granted herein bysuch Creditor.  Each Creditor shallprovide the Agent with a copy of any proof of claim filed by such Creditor inany Insolvency Event.

(ii)           Each Creditor hereby irrevocably grants the Agentthe sole and exclusive authority and power in any Insolvency Event, unless anduntil this Subordination Agreement is terminated in accordance with its terms:(A) to accept and receive any payment or distribution which may be payable ordeliverable at any time upon or in respect of the Subordinated Debt; and (B) totake such other action as may be necessary or advisable to effectuate theforegoing.  Each Creditor shall provideto the Agent all information and documents necessary to present claims or seekenforcement as described in the immediately preceding sentence.

(iii)          Each of the Creditors hereby agrees that, whileit shall retain the right to vote its claims and, except as otherwise providedin this Agreement, otherwise act in any Insolvency Event relative to anyObligor (including, without limitation, the right to vote to accept or rejectany plan of partial or complete liquidation, reorganization, arrangement,composition, or extension), such Creditor shall not: (A) take any action orvote in any way so as to directly or indirectly challenge or contest (1) thevalidity or the enforceability of the Credit Agreement, the other LoanDocuments, or the liens and security interests granted to Agent with respect tothe Senior Debt, (2) the rights and duties of Agent, the Lender Group or BankProduct Providers established in the Credit Agreement or any other LoanDocuments, or (3) the validity or enforceability of this Agreement; (B) seek,or acquiesce in any request, to dismiss any Insolvency Event or to convert anInsolvency Event under chapter 11 of the Bankruptcy Code to a case underchapter 7 of the Bankruptcy Code; (C) seek, or acquiesce in any request for,the appointment of a trustee or examiner with expanded powers for any Obligor;(D) propose, vote in favor of or otherwise approve a plan of reorganization,arrangement or liquidation, or file any motion or pleading in support of anyplan of reorganization, arrangement or liquidation, unless it provides for theDischarge of Senior Debt or unless Agent has approved of the treatment of itsclaims with respect to the Senior Debt under such plan; (E) object to thetreatment under a plan of reorganization or arrangement of Agent’s claims withrespect to the Senior Debt; (F) seek relief from the automatic stay of Section362 of the Bankruptcy Code or any other stay in any Insolvency Event in respectof any portion of the Collateral; or (G) directly or indirectly oppose anyrelief requested or supported by Agent, on behalf of the Lender Group and BankProduct Providers, including any sale or other disposition of property free andclear of the liens and security interests of any Creditor under Section 363(f)of Title 11 of the United States Code or any other similar provision ofapplicable law.

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SECTION 8.           Certain Agreements of EachCreditor.

(a)           No Benefits.  Each Creditor understands thatthere may be various agreements between Agent, the Lenders and the Obligorsevidencing and governing the Senior Debt, and each Creditor acknowledges andagrees that such agreements are not intended to confer any benefits on suchCreditor and that neither Agent nor any Lender shall have any obligation tosuch Creditor or any other Person to exercise any rights, enforce any remedies,or take any actions which may be available to them under such agreements.

(b)           No Interference.  EachCreditor acknowledges that each Obligor has granted to Agent, for the benefitof the Lender Group and Bank Product Providers security interests in all ofsuch Obligor’s assets, and agrees not to interfere with or in any manner opposea disposition of any Collateral by Agent in accordance with applicable law.

(c)           Reliance by Agent and the Lenders.  EachCreditor acknowledges and agrees that Agent and the Lenders will have reliedupon and will continue to rely upon the subordination provisions provided forherein and the other provisions hereof in entering into the Loan Documents andmaking or issuing the Advances, the Letters of Credit, and the other financialaccommodations thereunder.

(d)           Waivers.  Except as provided under theCredit Agreement, each Creditor hereby waives any and all notice of theincurrence of the Senior Debt or any part thereof and any right to require marshalingof assets.

(e)           Rights of Agent and Lenders Not Affected.  EachCreditor hereby agrees that at any time and from time to time, without noticeto or the consent of such Creditor, without incurring responsibility to suchCreditor, and without impairing or releasing the subordination provided forherein or otherwise impairing the rights of Agent or any Lender hereunder,(i) the time for any Obligor’s performance of or compliance with any ofits agreements contained in the Loan Documents may be extended or suchperformance or compliance may be waived by Agent (in accordance with the LoanDocuments); (ii) the agreements of any Obligor with respect to the LoanDocuments may from time to time be modified by such Obligor, Agent and theLenders (in accordance with the Loan Documents) for the purpose of adding anyrequirements thereto or changing in any manner the rights and obligations ofsuch Obligor, Agent or the Lenders thereunder; (iii) the manner, place, orterms for payment of Senior Debt or any portion thereof may be altered or theterms for payment extended, or the Senior Debt may be renewed in whole or inpart; (iv) the maturity of the Senior Debt may be accelerated inaccordance with the terms of any present or future agreement by any Obligor, Agentand the Lenders (in accordance with the Loan Documents); (v) anyCollateral may be sold, exchanged, released, or substituted and any Lien infavor of Agent or any Lender may be terminated, subordinated, or fail to beperfected or become unperfected; (vi) any Person liable in any manner forSenior Debt may be discharged, released, or substituted; and (vii) allother rights against the Obligors, any other Person, or with respect to anyCollateral may be exercised (or Agent or any Lender may waive or refrain fromexercising such rights in accordance with the Loan Documents).

(f)            Rights of Agent and the Lenders Not to BeImpaired.  No right of Agent or any Lender to enforcethe subordination provided for herein or to exercise its other rights hereundershall at any time in any way be prejudiced or impaired by any act or failure toact by any Creditor, Obligor, Agent or any Lender hereunder or under or inconnection with the other Loan Documents or by any noncompliance by anyCreditor or Obligor with the terms and provisions and covenants herein or inany other Loan Document, regardless of any knowledge thereof Agent or anyLender may have or otherwise be charged with.

(g)           Financial Condition of the Obligors. Except as provided under the Credit Agreement, no Creditor shall haveany right to require Agent or any Lender to obtain or disclose any informationwith respect to:  (i) the financialcondition or character of any Obligor or the ability of the Obligors to pay andperform Senior Debt; (ii) the Senior Debt; (iii) the Collateral orother security for any or 

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all of the Senior Debt;(iv) the existence or nonexistence of any guarantees of, or any othersubordination agreements with respect to, all or any part of the Senior Debt;(v) any action or inaction on the part of Agent, any Lender or any otherPerson; or (vi) any other matter, fact, or occurrence whatsoever.

(h)           Acquisition of Liens or Guaranties.  NoCreditor shall, without the prior written consent of Agent, acquire any rightor interest in or to any Collateral not owned by such Creditor or accept anyguaranties for the Subordinated Debt.

(i)            Release of Liens.  Inthe event of any private or public sale or other disposition of all or anyportion of the Collateral by or with the consent of the Agent, or as otherwisepermitted by the Credit Agreement, at any time prior to the date upon which theDischarge of Senior Debt shall haveoccurred, each Creditor agrees that such sale or disposition will befree and clear of the liens and security interests securing the SubordinatedDebt (if any) of such Creditor and, if the sale or other disposition includesStock in any Obligor, such Creditor agrees to release the entities whose Stockis sold from all Subordinated Debt so long as the Agent also releases theentities whose Stock is sold or disposed of from all Senior Debt.  In furtherance thereof, each Creditor agreesthat (i) the Agent is authorized to file any and all UCC lien releases and/orterminations of the liens and security interests held by such Creditor in connectionwith such a sale or other disposition, and (ii) it will execute any and alllien and security interest releases or other documents reasonably requested bythe Agent in connection therewith.

(j)            Modifications ofSubordinated Debt Documents.  Except asotherwise expressly permitted under the Credit Agreement or any otherapplicable Loan Document, none of the documents, agreements or instrumentsgoverning or related to the Subordinated Debt shall be amended or otherwisemodified without obtaining the prior written consent of the Agent, (unlessotherwise permitted under the Credit Agreement), so as to provide for (i) anyincrease in the rate of interest charged thereunder as in effect on the datehereof, (ii) any increase in the principal amount or any installment duethereunder, (iii) any reduction of the maturity date of any payment ofprincipal or interest, (iv) the granting or obtaining of any collateralsecurity or obtaining any lien on any collateral or (v) any other amendment ormodification which would have a material adverse effect on the operations ofany Obligor which is obligated thereunder, the Agent’s security interests inthe Collateral or the claims of the Agent, Lender Group or Bank ProductProviders.

SECTION9.           Subrogation, etc.

(a)           Subrogation.  Each Creditor hereby waivesany and all rights that it may acquire by way of subrogation under thisAgreement, by any payment or distribution to Agent or any Lender hereunder orotherwise.

(b)           Payments Over to the Creditors.  Ifany payment or distribution to which any Creditor would otherwise have beenentitled but for the provisions of Section 3, Section 4, or Section5 shall have been applied pursuant to the provisions of Section 3, Section4, or Section 5 to the payment of all amounts payable under theSenior Debt, such Creditor shall be entitled to receive from Agent or anyLender, as the case may be, any payments or distributions received by suchPerson in excess of the amount sufficient to cause the Discharge of SeniorDebt.  If any such excess payment is madeto Agent or any Lender, such Person shall promptly remit such excess to suchCreditor and until so remitted shall hold such excess payment for the benefitof such Creditor.

SECTION10.         Continuing Agreement; Reinstatement.

(a)           Continuing Agreement.  ThisAgreement is a continuing agreement of subordination and shall continue ineffect and be binding upon each Creditor until the Discharge of Senior Debt hasoccurred.  The subordinations,agreements, and priorities set forth herein shall remain in full force andeffect regardless 

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of whether any party heretoin the future seeks to rescind, amend, terminate, or reform, by litigation orotherwise, its respective agreements with any Obligor.

(b)           Reinstatement.  ThisAgreement shall continue to be effective or shall be reinstated, as the casemay be, if, for any reason, any payment of the Senior Debt by or on behalf ofany Obligor shall be rescinded or must otherwise be restored by Agent or anyLender, whether as a result of an Insolvency Event or otherwise.

SECTION 11.         Transfer of Subordinated Debt.  NoCreditor may assign or transfer its rights and obligations in respect of theSubordinated Debt without the prior written consent of Agent, and any suchtransferee or assignee, as a condition to acquiring an interest in theSubordinated Debt shall agree to be bound hereby, in form satisfactory toAgent.

SECTION 12.         Obligations of the Obligors Not Affected.  Theprovisions of this Agreement are intended solely for the purpose of definingthe relative rights of each Creditor against the Obligors, on the one hand, andof Agent and the Lenders against the Obligors, on the other hand.  Nothing contained in this Agreement shall(i) impair, as between any Creditor and any Obligor, the obligation of anyObligor to pay its obligations with respect to the Subordinated Debt as andwhen the same shall become due and payable, or (ii) otherwise affect therelative rights of any of the creditors (other than Agent and the Lenders) ofthe Obligors against any Creditor.

SECTION13.         Endorsement of Creditor Documents; FurtherAssurances and Additional Acts.

(a)           Endorsement of Creditor Documents.  Atthe request of Agent, all documents and instruments evidencing any of theSubordinated Debt, if any, shall be endorsed with a legend noting that suchdocuments and instruments are subject to this Agreement, and each Creditorshall promptly deliver to Agent evidence of the same.

(b)           Further Assurances and Additional Acts.  EachCreditor shall execute, acknowledge, deliver, file, notarize, and register atits own expense all such further agreements, instruments, certificates,financing statements, documents, and assurances, and perform such acts as Agentreasonably shall deem necessary or appropriate to effectuate the purposes of thisAgreement, and promptly provide Agent with evidence of the foregoing reasonablysatisfactory in form and substance to Agent.

SECTION 14.         Notices.  All notices and othercommunications provided for hereunder shall, unless otherwise stated herein, bein writing (including by facsimile transmission) and shall be mailed, sent, ordelivered in accordance with the notice provisions contained in the CreditAgreement.

SECTION 15.         No Waiver; Cumulative Remedies.  Nofailure on the part of Agent or any Lender to exercise, and no delay inexercising, any right, remedy, power, or privilege hereunder shall operate as awaiver thereof, nor shall any single or partial exercise of any such right,remedy, power, or privilege preclude any other or further exercise thereof orthe exercise of any other right, remedy, power, or privilege.  The rights and remedies under this Agreementare cumulative and not exclusive of any rights, remedies, powers, andprivileges that may otherwise be available to Agent or any Lender.

SECTION16.         Costs and Expenses.  Eachof the Creditors, jointly and severally, agrees to pay to Agent and the Lenderson demand the reasonable out-of-pocket costs and expenses of such Person, andthe reasonable fees and disbursements of counsel to such Person, in connectionwith the negotiation, preparation, execution, delivery, and administration ofthis Agreement, and any amendments, modifications, or waivers of the termsthereof.  Each of the Creditors, jointlyand severally, agrees to pay to Agent and the Lenders, on demand, all costs andexpenses of such Person, and the fees and disbursements of counsel to such 

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Person, in connection with the enforcement or attempted enforcement of,and preservation of rights or interests under, this Agreement, including any losses,costs and expenses sustained by such Person as a result of any failure by anyCreditor to perform or observe its obligations contained in this Agreement.

SECTION 17.         Survival.  All covenants, agreements,representations and warranties made in this Agreement shall, except to theextent otherwise provided herein, survive the execution and delivery of thisAgreement, and shall continue in full force and effect until the Discharge ofSenior Debt has occurred.  Withoutlimiting the generality of the foregoing, the obligations of each Creditorunder Section 16 shall survive the Discharge of Senior Debt.

SECTION 18.         Benefits of Agreement.  ThisAgreement is entered into for the sole protection and benefit of the partieshereto and their successors and assigns, and no other Person shall be a director indirect beneficiary of, or shall have any direct or indirect cause ofaction or -claim in connection with, this Agreement.

SECTION 19.         Binding Effect.  ThisAgreement shall be binding upon, inure to the benefit of and be enforceable byeach Creditor, Agent, each Lender and their respective successors and permittedassigns.

SECTION 20.         GOVERNING LAW.  THISAGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OFTHE STATE OF CALIFORNIA.

SECTION 21.         SUBMISSION TO JURISDICTION.  EACHCREDITOR HEREBY (i) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OFTHE STATE OF CALIFORNIA AND THE FEDERAL COURTS OF THE UNITED STATES SITTING INTHE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, FOR THE PURPOSE OF ANY ACTIONOR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREESTHAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD ANDDETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURTIN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HASSUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY(iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANYOBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCHACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTIONON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEENBROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT INANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHERJURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION22.         Entire Agreement; Amendments and Waivers.

(a)           Entire Agreement.  ThisAgreement constitutes the entire agreement of each of the Creditors, Agent andeach of the Lenders with respect to the matters set forth herein and supersedesany prior agreements, commitments, draft, communications, discussions andunderstandings, oral or written, with respect thereto.

(b)           Amendments and Waivers.  Noamendment to any provision of this Agreement shall in any event be effectiveunless the same shall be in writing and signed by each of the Creditors andAgent; and no waiver of any provision of this Agreement, or consent to anydeparture by any Creditor therefrom, shall in any event be effective unless thesame shall be in writing and signed by Agent. Any such amendment, waiver, or consent shall be effective only in thespecific instance and for the specific purpose for which given.

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SECTION 23.         Conflicts.  In case of any conflict or inconsistencybetween any terms of this Agreement, on the one hand, and any documents orinstruments in respect of the Subordinated Debt, on the other hand, then theterms of this Agreement shall control.

SECTION 24.         Severability. Whenever possible, each provision of this Agreement shall be interpretedin such manner as to be effective and valid under all applicable laws andregulations.  If, however, any provisionof this Agreement shall be prohibited by or invalid under any such law orregulation in any jurisdiction, it shall, as to such jurisdiction, be deemedmodified to conform to the minimum requirements of such law or regulation, or,if for any reason it is not deemed so modified, it shall be ineffective andinvalid only to the extent of such prohibition or invalidity without affectingthe remaining provisions of this Agreement or the validity or effectiveness ofsuch provision in any other jurisdiction.

SECTION 25.         Interpretation.  ThisAgreement is the result of negotiations between, and have been reviewed by therespective counsel to, the Creditors, Agent and each Lender and is the productof all parties hereto.  Accordingly, thisAgreement shall not be construed against Agent or any Lender merely because oftheir involvement in the preparation hereof.

SECTION 26.         Counterparts; Telefacsimile Execution.  ThisAgreement may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when so executed shallbe deemed to be an original and all of which taken together shall constitutebut one and the same agreement.  Deliveryof an executed counterpart of this Agreement by telefacsimile shall be equallyeffective as delivery of an original executed counterpart of thisAgreement.  Any party delivering anexecuted counterpart of this Agreement by telefacsimile also shall deliver anoriginal executed counterpart of this Agreement but the failure to deliver anoriginal executed counterpart shall not affect the validity, enforceability,and bind effect of this Agreement.

SECTION 27.         Termination of Agreement.  Uponthe Discharge of Senior Debt, this Agreement shall terminate and Agent shallpromptly execute and deliver to each Creditor such documents and instruments asshall be reasonably necessary to evidence such termination; provided, however,that the obligations of each Creditor under Section 16 shall survivesuch termination.

[Signature pages follow.]

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IN WITNESS WHEREOF, the undersigned have executed anddelivered this Agreement as of the date first written above.
| ** ** |                   | **ADVENT SOFTWARE, INC.,**                                                        |
|------------|------------------------|-----------------------------------------------------------------------------------|
|       | a Delaware corporation |
|       |                   |                                                                              |
|       |                   |                                                                              |
|       |                   | By: /s/ Graham V. Smith                                                           |
|       |                   | Graham V. Smith  Executive Vice President, Chief Financial Officer and  Secretary |
| ** ** | ** **             | ** **                                                                        |
| ** ** | ** **             | ** **                                                                        |
| ** ** | ** **             | **HUB DATA INCORPORATED,**                                                        |
|       |                   | a Massachusetts corporation                                                       |
|       |                   |                                                                              |
|       |                   |                                                                              |
|       |                   | By: /s/ Graham V. Smith                                                           |
|       |                   | Graham V. Smith  Chief Financial Officer and Secretary                            |
|       |                   |                                                                              |
|       |                   |                                                                              |
| ** ** | ** **             | **MICROEDGE, INC.,**a New York corporation                                        |
| ** ** | ** **             | ** **                                                                        |
| ** ** | ** **             | ** **                                                                        |
|       |                   | By: /s/ Graham V. Smith                                                           |
|       |                   | Graham V. Smith  Chief Financial Officer and Secretary                            |
|       |                   |                                                                              |
|       |                   |                                                                              |
| ** ** | ** **             | **SECOND STREET SECURITIES, INC.,**a Delaware corporation                         |
| ** ** | ** **             | ** **                                                                        |
| ** ** | ** **             | ** **                                                                        |
|       |                   | By: /s/ Jeffrey Peterson                                                          |
|       |                   | Name: Jeffrey Peterson  Title: President and Chief Executive Officer              |
|       |                   |                                                                              |
|       |                   |                                                                              |
| ** ** |                   | **ADVENT SOFTWARE AS,**a Denmark corporation                                      |
| ** ** |                   |                                                                              |
| ** ** |                   |                                                                              |
|       |                   | By: /s/ Graham V. Smith                                                           |
|       |                   | Name: Graham V. Smith  Title: Director                                            |
|       |                   |                                                                              |

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|            | ** ** | **ADVENT NORWAY AS,**a Norway corporation                         |
|------------|------------|-------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                        |
| ** ** | ** ** | ** **                                                        |
|       |       | By: /s/ Graham V. Smith                                           |
|       |       | Name: Graham V. Smith  Title:                                     |
|       |       |                                                              |
|       |       |                                                              |
| ** ** | ** ** | **ADVENT SWEDEN AB,**a Sweden corporation                         |
| ** ** | ** ** | ** **                                                        |
|       |       |                                                              |
|       |       | By: /s/ Stephanie G. DiMarco                                      |
|       |       | Name: Stephanie G. DiMarco  Title: Director                       |
|       |       |                                                              |
|       |       |                                                              |
| ** ** | ** ** | **ADVENT NETHERLANDS BV,**a Netherlands corporation               |
| ** ** | ** ** | ** **                                                        |
|       |       |                                                              |
|       |       | By: /s/ Graham V. Smith                                           |
|       |       | Name: Graham V.  Smith  Title:                                    |
|       |       |                                                              |
|       |       |                                                              |
| ** ** | ** ** | **ADVENT EUROPE LIMITED,**an England and Wales corporation        |
| ** ** | ** ** | ** **                                                        |
| ** ** | ** ** | ** **                                                        |
|       |       |                                                              |
|       |       | By: /s/ Graham V. Smith                                           |
|       |       | Name: Graham V. Smith  Title: Director                            |
|       |       |                                                              |
|       |       |                                                              |
| ** ** | ** ** | **ADVENT SWITZERLAND S/A,**a Switzerland corporation              |
| ** ** | ** ** | ** **                                                        |
|       |       |                                                              |
|       |       | By: /s/ Graham V. Smith                                           |
|       |       | Name: Graham V. Smith  Title: Director                            |
|       |       |                                                              |
|       |       |                                                              |
| ** ** |       | **WELLS FARGO FOOTHILL, INC.,**a California corporation, as Agent |
| ** ** |       |                                                              |
| ** ** |       |                                                              |
|       |       | By: /s/ Alexander E. Hechler                                      |
|       |       | Alexander E. Hechler  Vice President                              |

 

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