SECURITY AGREEMENT 

     This
SECURITY AGREEMENT (this "Agreement"), dated as of March 29, 2012, between QUANTUM CORPORATION, a
Delaware corporation ("Grantor"), and WELLS FARGO CAPITAL
FINANCE, LLC, a Delaware limited liability
company ("WFCF"), in its capacity as administrative agent for the Lender Group and the
Bank Product Providers (in such capacity, together with its successors and
assigns in such capacity, "Agent"). 

W I T N E S S E T H: 

     WHEREAS, pursuant to that certain
Credit Agreement of even date herewith (as amended, restated, supplemented, or
otherwise modified from time to time, the "Credit Agreement") by and among Grantor, as
borrower ("Borrower"), the lenders party thereto as "Lenders" (each of such Lenders,
together with its successors and permitted assigns, is referred to hereinafter
as a "Lender"), and Agent, the Lender Group has agreed to make certain financial
accommodations available to Borrower from time to time pursuant to the terms and
conditions thereof; and 

    
WHEREAS, Agent has agreed
to act as agent for the benefit of the Lender Group and the Bank Product
Providers in connection with the transactions contemplated by the Credit
Agreement and this Agreement; and 

    
WHEREAS, in order to
induce the Lender Group to enter into the Credit Agreement and the other Loan
Documents, to induce the Bank Product Providers to enter into the Bank Product
Agreements, and to induce the Lender Group and the Bank Product Providers to
make financial accommodations to Borrower as provided for in the Credit
Agreement, the other Loan Documents and the Bank Product Agreements, Grantor has
agreed to grant to Agent, for the benefit of the Lender Group and the Bank
Product Providers, a continuing security interest in and to the Collateral in
order to secure the prompt and complete payment, observance and performance of,
among other things, the Secured Obligations. 

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

    
1. Definitions; Construction. 

         
(a) All
initially capitalized terms used herein (including in the preamble and recitals
hereof) without definition shall have the meanings ascribed thereto in the
Credit Agreement (including Schedule
1.1 thereto). Any terms (whether capitalized
or lower case) used in this Agreement that are defined in the Code shall be
construed and defined as set forth in the Code unless otherwise defined herein
or in the Credit Agreement; provided that to the extent that the Code is
used to define any term used herein and if such term is defined differently in
different Articles of the Code, the definition of such term contained in Article
9 of the Code shall govern. In addition to those terms defined elsewhere in this
Agreement, as used in this Agreement, the following terms shall have the
following meanings: 

              
(i) "Account" means an account (as that term is defined in Article 9 of the Code).








              
(ii) "Account Debtor" means an account debtor (as that term is defined in the
Code). 

              
(iii) "Activation Instruction" has the meaning specified therefor in Section 6(k). 

              
(iv) "Agent" has the meaning specified therefor in the preamble to this Agreement.


              
(v) "Agent's Lien" has the meaning specified therefor in the Credit Agreement.


              
(vi) "Agreement" has the meaning specified therefor in the preamble to this Agreement.


              
(vii) "Bank Product
Obligations" has the meaning specified
therefor in the Credit Agreement. 

              
(viii) "Bank Product Provider" has the meaning specified therefor in the Credit Agreement.


              
(ix) "Books" means books and records (including Grantor's Records indicating,
summarizing, or evidencing Grantor's assets (including the Collateral) or
liabilities, Grantor's Records relating to Grantor's business operations or
financial condition, and Grantor's goods or General Intangibles related to such
information). 

              
(x) "Borrower" has the meaning specified therefor in the recitals to this Agreement.


              
(xi) "Cash Equivalents" has the meaning specified therefor in the Credit Agreement.


              
(xii) "Chattel Paper" means chattel paper (as that term is defined in the Code),
and includes tangible chattel paper and electronic chattel paper. 

              
(xiii) "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 of law, any
or all of the attachment, perfection, priority, or remedies with respect to
Agent's Lien on any Collateral is governed by the Uniform Commercial Code as
enacted and in effect in a jurisdiction other than the State of California, the
term "Code" shall mean the Uniform Commercial Code as enacted and in effect in
such other jurisdiction solely for purposes of the provisions thereof relating
to such attachment, perfection, priority, or remedies. 

              
(xiv) "Collateral" has the meaning specified therefor in Section 2. 

              
(xv) "Collections" has the meaning specified therefor in the Credit Agreement. 

              
(xvi) "Commercial Tort Claims" means commercial tort claims (as that term is defined in the
Code), and includes those commercial tort claims listed on Schedule 1. 

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(xvii) "Control Agreement" has the meaning specified therefor in the Credit Agreement.


              
(xviii) "Controlled Account" has the meaning specified therefor in Section 6(k). 

              
(xix) "Controlled Account
Agreements" means those certain cash
management agreements, in form and substance reasonably satisfactory to Agent,
each of which is executed and delivered by Grantor, Agent, and one of the
Controlled Account Banks. 

              
(xx) "Controlled Account
Bank" has the meaning specified therefor in
Section 6(k).


              
(xxi) "Copyrights" means any and all rights in any works of authorship, including (A)
copyrights and moral rights, (B) copyright registrations and recordings thereof
and all applications in connection therewith including those listed on
Schedule 2,
(C) income, license fees, royalties, damages, and payments now and hereafter due
or payable under and with respect thereto, including payments under all licenses
entered into in connection therewith and damages and payments for past, present,
or future infringements thereof, (D) the right to sue for past, present, and
future infringements thereof, and (E) all of Grantor's rights corresponding
thereto throughout the world. 

              
(xxii) "Copyright Security
Agreement" means each Copyright Security
Agreement executed and delivered by Grantor and Agent, in substantially the form
of Exhibit A. 

              
(xxiii) "Credit Agreement" has the meaning specified therefor in the recitals to this
Agreement. 

              
(xxiv) "Deposit Account" means a deposit account (as that term is defined in the
Code). 

              
(xxv) "Equipment" means equipment (as that term is defined in the Code). 

              
(xxvi) "Equity Interests" has the meaning specified therefor in the Credit Agreement.


              
(xxvii) "Event of Default" has the meaning specified therefor in the Credit Agreement.


              
(xxviii) "Farm Products" means farm products (as that term is defined in the Code).


              
(xxix) "Fixtures" means fixtures (as that term is defined in the Code). 

              
(xxx) "Foreclosed Grantor" has the meaning specified therefor in Section 2(i)(iii). 

              
(xxxi) "General Intangibles" means general intangibles (as that term is defined in the
Code), and includes payment intangibles, software, contract rights, rights to
payment, rights under Hedge Agreements (including the right to receive payment
on account of the termination (voluntarily or
involuntarily) of such Hedge Agreements), rights arising under common law,
statutes, or regulations, choses or things in action, goodwill, Intellectual
Property, Intellectual Property Licenses, purchase orders, customer lists,
monies due or recoverable from pension funds, route lists, rights to payment and
other rights under any royalty or licensing agreements, including Intellectual
Property Licenses, infringement claims, pension plan refunds, pension plan
refund claims, insurance premium rebates, tax refunds, and tax refund claims,
interests in a partnership or limited liability company which do not constitute
a security under Article 8 of the Code, and any other personal property other
than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts,
goods, Investment Property, Negotiable Collateral, and oil, gas, or other
minerals before extraction. 

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(xxxii) "Grantor" has the meaning specified therefor in the preamble to this Agreement.


              
(xxxiii) "Insolvency Proceeding" has the meaning specified therefor in the Credit Agreement.


              
(xxxiv) "Intellectual Property" means any and all Patents, Copyrights, Trademarks, trade
secrets, know-how, inventions (whether or not patentable), algorithms, software
programs (including source code and object code), processes, product designs,
industrial designs, blueprints, drawings, data, customer lists, URLs and domain
names, specifications, documentations, reports, catalogs, literature, and any
other forms of technology or proprietary information of any kind, including all
rights therein and all applications for registration or registrations thereof.


              
(xxxv) "Intellectual Property
Licenses" means, with respect to any Person
(the "Specified Party"), (A) any licenses or other similar rights provided to the
Specified Party in or with respect to Intellectual Property owned or controlled
by any other Person, and (B) any licenses or other similar rights provided to
any other Person in or with respect to Intellectual Property owned or controlled
by the Specified Party, in each case, including (x) any software license
agreements (other than license agreements for commercially available
off-the-shelf software that is generally available to the public which have been
licensed to Grantor pursuant to end-user licenses), (y) the license agreements
listed on Schedule 3, and (z) the right to use any of the licenses or other
similar rights described in this definition in connection with the enforcement
of the Lender Group's rights under the Loan Documents. 

              
(xxxvi) "Inventory" means inventory (as that term is defined in the Code). 

              
(xxxvii) "Investment Property" means (A) any and all investment property (as that term is
defined in the Code), and (B) any and all of the following (regardless of
whether classified as investment property under the Code): all Pledged
Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.


              
(xxxviii) "Lender Group" has the meaning specified therefor in the Credit Agreement.


              
(xxxix) "Lender" and "Lenders" have the respective meanings specified therefor in the
recitals to this Agreement. 

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(xl) "Loan Document" has the meaning specified therefor in the Credit Agreement.


              
(xli) "Negotiable Collateral" means letters of credit, letter-of-credit rights,
instruments, promissory notes, drafts and documents (as each such term is
defined in the Code). 

              
(xlii) "Obligations" has the meaning specified therefor in the Credit Agreement. 

              
(xliii) "Patents" means patents and patent applications, including (A) the patents and
patent applications listed on Schedule
4, (B) all continuations, divisionals,
continuations-in-part, re-examinations, reissues, and renewals thereof and
improvements thereon, (C) all income, royalties, damages and payments now and
hereafter due or payable under and with respect thereto, including payments
under all licenses entered into in connection therewith and damages and payments
for past, present, or future infringements thereof, (D) the right to sue for
past, present, and future infringements thereof, and (E) all of Grantor's rights
corresponding thereto throughout the world. 

              
(xliv) "Patent Security
Agreement" means each Patent Security
Agreement executed and delivered by Grantor and Agent, in substantially the form
of Exhibit B. 

              
(xlv) "Permitted Liens" has the meaning specified therefor in the Credit Agreement.


              
(xlvi) "Person" has the meaning specified therefor in the Credit Agreement. 

              
(xlvii) "Pledged Companies" means each Person listed on Schedule 5 as a "Pledged Company",
together with each other Person, all or a portion of whose Equity Interests are
directly acquired or otherwise directly owned by Grantor after the Closing Date.


              
(xlviii) "Pledged Interests" means all of Grantor's right, title and interest in and to
all of the Equity Interests now directly owned or hereafter directly acquired by
Grantor (other than Equity Interests owned by Grantor in Frazier Technology
Ventures Management I, L.P., Frazier Technology Ventures Management II, L.P. and
Bocada, Inc.), regardless of class or designation, including in each of the
Pledged Companies, and all substitutions therefor and replacements thereof, all
proceeds thereof and all rights relating thereto, also including any
certificates representing the Equity Interests, the right to receive any
certificates representing any of the Equity Interests, all warrants, options,
share appreciation rights and other rights, contractual or otherwise, in respect
thereof and the right to receive all dividends, distributions of income,
profits, surplus, or other compensation by way of income or liquidating
distributions, in cash or in kind, and all cash, instruments, and other property
from time to time received, receivable, or otherwise distributed in respect of
or in addition to, in substitution of, on account of, or in exchange for any or
all of the foregoing. 

              
(xlix) "Pledged Interests
Addendum" means a Pledged Interests Addendum
substantially in the form of Exhibit
C. 

              
(l) "Pledged Notes" has the meaning specified therefor in Section 6(n). 

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(li) "Pledged Operating
Agreements" means all of Grantor's rights,
powers, and remedies under the limited liability company operating agreements of
each of the Pledged Companies that are limited liability companies. 

              
(lii) "Pledged Partnership
Agreements" means all of Grantor's rights,
powers, and remedies under the partnership agreements of each of the Pledged
Companies that are partnerships. 

              
(liii) "Proceeds" has the meaning specified therefor in Section 2. 

              
(liv) "PTO" means the United States Patent and Trademark Office. 

              
(lv) "Real Property" means any estates or interests in real property now owned or
hereafter acquired by Grantor and the improvements thereto. 

              
(lvi) "Record" means information that is inscribed on a tangible medium or which is
stored in an electronic or other medium and is retrievable in perceivable form.


              
(lvii) "Rescission" has the meaning specified therefor in Section 6(k). 

              
(lviii) "Secured Obligations" means each and all of the following: (A) all of the present
and future obligations of Grantor arising from, or owing under or pursuant to,
this Agreement, the Credit Agreement, or any of the other Loan Documents, (B)
all Bank Product Obligations, and (C) all other Obligations of Borrower
(including, in the case of each of clauses (A), (B) and (C), reasonable
attorneys' fees and expenses and any interest, fees, or expenses that accrue
after the filing of an Insolvency Proceeding, regardless of whether allowed or
allowable in whole or in part as a claim in any Insolvency Proceeding).


              
(lix) "Securities Account" means a securities account (as that term is defined in the
Code). 

              
(lx) "Security Interest" has the meaning specified therefor in Section 2. 

              
(lxi) "Supporting Obligations" means supporting obligations (as such term is defined in the
Code), and includes letters of credit and guaranties issued in support of
Accounts, Chattel Paper, documents, General Intangibles, instruments or
Investment Property. 

              
(lxii) "Trademarks" means any and all trademarks, trade names, registered trademarks,
trademark applications, service marks, registered service marks and service mark
applications, including (A) the trade names, registered trademarks, trademark
applications, registered service marks and service mark applications listed on
Schedule 6,
(B) all renewals thereof, (C) all income, royalties, damages and payments now
and hereafter due or payable under and with respect thereto, including payments
under all licenses entered into in connection therewith and damages and payments
for past or future infringements or dilutions thereof, (D) the right to sue for
past, present and future infringements and dilutions thereof, (E) the goodwill
of Grantor's business symbolized by the foregoing or connected therewith, and
(F) all of Grantor's rights corresponding thereto throughout the world.


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(lxiii) "Trademark Security
Agreement" means each Trademark Security
Agreement executed and delivered by Grantor and Agent, in substantially the form
of Exhibit D. 

              
(lxiv) "Triggering Event" means, as of any date of determination, that (A) an Event of
Default has occurred as of such date, or (B) Average Liquidity, measured on a
month-end basis, for any month (or with respect to the month ended March 31,
2012, partial month) is less than (x) $20,000,000, for each month during the
period commencing on the Closing Date and ending on September 30, 2012 or (y)
$25,000,000 for each month during the period from and after October 1, 2012.


              
(lxv) "URL" means "uniform resource locator," an internet web address. 

         
(b) Unless
the context of this Agreement clearly requires otherwise, references to the
plural include the singular, references to the singular 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 the phrase
"and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms
in this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement. Section, subsection, clause, schedule, and exhibit
references herein are to this Agreement unless otherwise specified. Any
reference in this Agreement to any agreement, instrument, or document shall
include all alterations, amendments, changes, extensions, modifications,
renewals, replacements, substitutions, joinders, and supplements, thereto and
thereof, as applicable (subject to any restrictions on such alterations,
amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements set forth herein or in the Credit
Agreement). The words "asset" and "property" shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets
and properties. Any reference herein to the satisfaction, repayment, or payment
in full of the Secured Obligations shall mean (i) the payment or repayment in
full in immediately available funds of (A) the principal amount of, and interest
accrued with respect to, all outstanding Loans, together with the payment of any
premium applicable to the repayment of the Loans, (B) all Lender Group Expenses
that have accrued regardless of whether demand has been made therefor, (C) all
fees or charges that have accrued hereunder or under any other Loan Document
(including the Letter of Credit Fee and the Unused Line Fee), (ii) in the case
of contingent reimbursement obligations with respect to Letters of Credit,
providing Letter of Credit Collateralization, (iii) in the case of obligations
with respect to Bank Products (other than Hedge Obligations), providing Bank
Product Collateralization, (iv) the receipt by Agent of cash collateral in order
to secure any other contingent Secured Obligations for which a claim or demand
for payment has been made at such time or in respect of matters or circumstances
known to Agent or a Lender at the time that are reasonably expected to result in
any loss, cost, damage or expense (including attorneys' fees and legal
expenses), such cash collateral to be in such amount as Agent reasonably
determines is appropriate to secure such contingent Secured Obligations, (v) the
payment or repayment in full in immediately available funds of all other Secured
Obligations (as the case may be) (including the payment of any termination
amount then applicable (or which would or could become applicable as a result of
the repayment of the other Obligations) under Hedge Agreements provided by Hedge
Providers) other than (A) unasserted contingent indemnification obligations, (B)
any Bank Product Obligations (other than Hedge Obligations) that, at such time,
are allowed by the applicable Bank Product Provider to remain outstanding
without being required to be repaid or cash
collateralized, and (C) any Hedge Obligations that, at such time, are allowed by
the applicable Hedge Provider to remain outstanding without being required to be
repaid, and (vi) the termination of all of the Revolver Commitments of the
Lenders. Any reference herein to any Person shall be construed to include such
Person's successors and assigns. Any requirement of a writing contained herein
shall be satisfied by the transmission of a Record. 

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(c) All of
the schedules and exhibits attached to this Agreement shall be deemed
incorporated herein by reference. 

         
(i) [Reserved.] 

     2. Grant of
Security. Grantor hereby unconditionally
grants, assigns, and pledges to Agent, for the benefit of each member
of the Lender Group and each of the Bank Product Providers, to secure the
Secured Obligations, a continuing security interest (hereinafter referred to as
the "Security Interest") in all of 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
Grantor's Accounts; 

         
(b) all of
Grantor's Books; 

         
(c) all of
Grantor's Chattel Paper; 

         
(d) all of
Grantor's Commercial Tort Claims; 

         
(e) all of
Grantor's Deposit Accounts; 

         
(f) all of
Grantor's Equipment; 

         
(g) all of
Grantor's Farm Products; 

         
(h) all of
Grantor's Fixtures; 

         
(i) all of
Grantor's General Intangibles; 

         
(j) all of
Grantor's Inventory; 

         
(k) all of
Grantor's Investment Property; 

         
(l) all of
Grantor's Intellectual Property and Intellectual Property Licenses; 

         
(m) all of
Grantor's Negotiable Collateral (including all of Grantor's Pledged Notes);


         
(n) all of
Grantor's Pledged Interests (including all of Grantor's Pledged Operating
Agreements and Pledged Partnership Agreements); 

         
(o) all of
Grantor's Securities Accounts;

         
(p) all of Grantor's Supporting Obligations; 

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(q) all of
Grantor's money, Cash Equivalents, or other assets of Grantor that now or
hereafter come into the possession, custody, or control of Agent (or its agent
or designee) or any other member of the Lender Group; and 

         
(r) all of
the proceeds (as such term is defined in the Code) and products, whether
tangible or intangible, of any of the foregoing, including proceeds of insurance
or Commercial Tort Claims covering or relating to any or all of the foregoing,
and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment,
Fixtures, General Intangibles, Inventory, Investment Property, Intellectual
Property, Negotiable Collateral, Pledged Interests, Securities Accounts,
Supporting Obligations, money, or other tangible or intangible property
resulting from the sale, lease, license, exchange, collection, or other
disposition of any of the foregoing, the proceeds of any award in condemnation
with respect to any of the foregoing, any rebates or refunds, whether for taxes
or otherwise, and all proceeds of any such proceeds, or any portion thereof or
interest therein, 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 extent not otherwise included, any indemnity, warranty, or guaranty payable
by reason of loss or damage to, or otherwise with respect to any of the
foregoing (the "Proceeds"). Without limiting the generality of the foregoing, the term
"Proceeds" includes whatever is receivable or received when Investment Property
or proceeds are sold, exchanged, collected, or otherwise disposed of, whether
such disposition is voluntary or involuntary, and includes proceeds of any
indemnity or guaranty payable to Grantor or Agent from time to time with respect
to any of the Investment Property. 

    
Notwithstanding anything contained in this Agreement to the contrary, the
term "Collateral" shall not include: (i) voting Equity Interests of any first
tier Subsidiary of Grantor that is a CFC, solely to the extent that (y) such
Equity Interests represent more than 65% of the outstanding voting Equity
Interests of such CFC, and (z) pledging or hypothecating more than 65% of the
total outstanding voting Equity Interests of such CFC could reasonably be
expected to result in adverse tax consequences or the costs to Grantor of
providing such pledge are unreasonably excessive (as determined by Agent in
consultation with Grantor) in relation to the benefits to Agent, the other
members of the Lender Group, and the Bank Product Providers of the security
afforded thereby (which pledge, if reasonably requested by Agent, shall be
governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights
or interest in any contract, lease, permit, license, or license agreement
covering real or personal property of Grantor if under the terms of such
contract, lease, permit, license, or license agreement, or applicable law with
respect thereto, the grant of a security interest or lien therein is prohibited
as a matter of law or under the terms of such contract, lease, permit, license,
or license agreement and such prohibition or restriction has not been waived or
the consent of the other party to such contract, lease, permit, license, or
license agreement has not been obtained (provided, that, (A) the foregoing
exclusions of this clause (ii) shall in no way be construed (1) to apply to the
extent that any described prohibition or restriction is ineffective under
Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or
(2) to apply to the extent that any consent or waiver has been obtained that
would permit Agent's security interest or lien to attach notwithstanding the
prohibition or restriction on the pledge of such contract, lease, permit,
license, or license agreement and (B) the foregoing exclusions of clauses (i)
and (ii) shall in no way be construed to limit, impair, or otherwise affect any
of Agent's, any other member of the Lender Group's or any Bank Product
Provider's continuing security interests in and liens upon any rights or
interests of Grantor in or to (1) monies due or to
become due under or in connection with any described contract, lease, permit,
license, license agreement, or Equity Interests (including any Accounts or
Equity Interests), or (2) any proceeds from the sale, license, lease, or other
dispositions of any such contract, lease, permit, license, license agreement, or
Equity Interests); or (iii) any United States intent-to-use trademark
applications to the extent that, and solely during the period in which, the
grant of a security interest therein would impair the validity or enforceability
of such intent-to-use trademark applications under applicable federal law,
provided that upon submission and acceptance by the PTO of an amendment to
allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision),
such intent-to-use trademark application shall be considered Collateral.


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     3. Security for Secured
Obligations. The Security Interest created
hereby secures the payment and performance of the Secured Obligations, whether
now existing or arising hereafter. Without limiting the generality of the
foregoing, this Agreement secures the payment of all amounts which constitute
part of the Secured Obligations and would be owed by Grantor to Agent, the
Lender Group, the Bank Product Providers or any of them, but for the fact that
they are unenforceable or not allowable (in whole or in part) as a claim in an
Insolvency Proceeding involving Grantor due to the existence of such Insolvency
Proceeding. 

    
4. Grantor Remain Liable. Anything herein
to the contrary notwithstanding, (a) Grantor shall remain liable under the
contracts and agreements included in the Collateral, including the Pledged
Operating Agreements and the Pledged Partnership Agreements, to perform all of
the duties and obligations thereunder to the same extent as if this Agreement
had not been executed, (b) the exercise by Agent or any other member of the
Lender Group of any of the rights hereunder shall not release Grantor from any
of its duties 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 or liability under such contracts and agreements included in the
Collateral by reason of this Agreement, nor shall any of the members of the
Lender Group be obligated to perform any of the obligations or duties of Grantor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder. Until an Event of Default shall occur and be continuing,
except as otherwise provided in this Agreement, the Credit Agreement, or any
other Loan Document, Grantor shall have the right to possession and enjoyment of
the Collateral for the purpose of conducting the ordinary course of its
business, subject to and upon the terms hereof and of the Credit Agreement and
the other Loan Documents. Without limiting the generality of the foregoing, it
is the intention of the parties hereto that record and beneficial ownership of
the Pledged Interests, including all voting, consensual, dividend, and
distribution rights, shall remain in Grantor until (i) the occurrence and
continuance of an Event of Default and (ii) Agent has notified Grantor of
Agent's election to exercise such rights with respect to the Pledged Interests
pursuant to Section 15. 

    
5. Representations and Warranties. In
order to induce Agent to enter into this Agreement for the benefit of the Lender
Group and the Bank Product Providers, Grantor makes the following
representations and warranties to the Lender Group which shall be true, correct,
and complete, in all material respects (except that such materiality qualifier
shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof), as of the Closing
Date, and shall be true, correct, and complete, in all material respects (except
that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the
text thereof), as of the date of the making of each
Revolving Loan (or other extension of credit) made thereafter, as though made on
and as of the date of such Revolving Loan (or other extension of credit) (except
to the extent that such representations and warranties relate solely to an
earlier date, in which case such representations and warranties shall be true
and correct in all material respects (except that such materiality qualifier
shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) as of such earlier
date) and such representations and warranties shall survive the execution and
delivery of this Agreement: 

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          (a) The name (within the meaning of Section 9-503 of the Code) and
jurisdiction of organization of Grantor is set forth on Schedule 7 (as such
Schedule may be updated from time to time to reflect changes resulting from
transactions permitted under the Loan Documents). 

         
(b) The
chief executive office of Grantor is located at the address indicated on
Schedule 7
(as such Schedule may be updated from time to time to reflect changes resulting
from transactions permitted under the Loan Documents). 

         
(c) Grantor's tax identification number and organizational identification
number, if any, are identified on Schedule
7 (as such Schedule may be updated from time
to time to reflect changes resulting from transactions permitted under the Loan
Documents). 

         
(d) As of
the Closing Date, Grantor does not hold any commercial tort claims that exceed
$500,000 in amount, except as set forth on Schedule 1. 

         
(e) Set
forth on Schedule 9 (as such Schedule may be updated from time to time subject to
Section 6(k)(iii) with respect to Controlled Accounts and provided that Grantor complies
with Section 6(c) hereof) is a listing of all of Grantor's Deposit Accounts and Securities
Accounts, including, with respect to each bank or securities intermediary (a)
the name and address of such Person, and (b) the account numbers of the Deposit
Accounts or Securities Accounts maintained with such Person. 

         
(f) Schedule 8 sets forth all Real
Property owned by Grantor as of the Closing Date. 

         
(g) As of
the Closing Date: (i) Schedule
2 provides a complete and correct list of all
registered Copyrights owned by Grantor, all applications for registration of
Copyrights owned by Grantor, and all other Copyrights owned by Grantor and
material to the conduct of the business of Grantor; (ii) Schedule 3 provides a
complete and correct list of all Intellectual Property Licenses entered into by
Grantor pursuant to which (A) Grantor has provided any license or other rights
in Intellectual Property owned or controlled by Grantor to any other Person
(other than non-exclusive software licenses granted in the ordinary course of
business) with a value in excess of $1,000,000 or (B) any Person has granted to
Grantor any license or other rights in Intellectual Property owned or controlled
by such Person that is material to the business of Grantor, including any
Intellectual Property that is incorporated in any Inventory, software, or other
product marketed, sold, licensed, or distributed by Grantor (other than
non-exclusive software licenses granted in the ordinary course of business);
(iii) Schedule 4 provides a complete and correct list of all Patents owned by Grantor and
all applications for Patents owned by Grantor; and (iv)
Schedule 6
provides a complete and correct list of all registered Trademarks owned by
Grantor, all applications for registration of Trademarks owned by Grantor, and
all other Trademarks owned by Grantor and material to the conduct of the
business of Grantor. 

-11-







         
(h) (i) (A)
Grantor owns exclusively or holds licenses in all Intellectual Property that is
necessary in or material to the conduct of its business, and (B) all employees
and contractors of Grantor who were involved in the creation or development of
any Intellectual Property for Grantor that is necessary in or material to the
business of Grantor have signed agreements containing assignment of Intellectual
Property rights to Grantor and obligations of confidentiality; 

              
(ii) to
Grantor's knowledge, no Person has infringed or misappropriated or is currently
infringing or misappropriating any Intellectual Property rights owned by
Grantor, in each case, that either individually or in the aggregate could
reasonably be expected to result in a Material Adverse Effect; 

              
(iii) (A)
to Grantor's knowledge, (1) Grantor has never infringed or misappropriated and
is not currently infringing or misappropriating any Intellectual Property rights
of any Person, and (2) no product manufactured, used, distributed, licensed, or
sold by or service provided by Grantor has ever infringed or misappropriated or
is currently infringing or misappropriating any Intellectual Property rights of
any Person, in each case, except where such infringement either individually or
in the aggregate could not reasonably be expected to result in a Material
Adverse Effect, and (B) there are no infringement or misappropriation claims or
proceedings pending, or to Grantor's knowledge, threatened in writing against
Grantor, and Grantor has not received any written notice of any actual or
alleged infringement or misappropriation of any Intellectual Property rights of
any Person, in each case, except where such infringement or misappropriation
either individually or in the aggregate could not reasonably be expected to
result in a Material Adverse Effect; 

              
(iv) to
Grantor's knowledge, all registered Copyrights, registered Trademarks, and
issued Patents that are owned by Grantor and necessary in or material to the
conduct of its business are valid, subsisting and enforceable and in compliance
with all legal requirements, filings, and payments and other actions that are
required to maintain such Intellectual Property in full force and effect,


              
(v) Grantor
has taken reasonable steps to maintain the confidentiality of and otherwise
protect and enforce its rights in all trade secrets owned by Grantor that are
necessary in or material to the conduct of the business of Grantor, and


              
(vi) none
of the proprietary software licensed or distributed by Grantor that is material
to generating revenue for Grantor is subject to any "copyleft" or other
obligation or condition (including any obligation or condition under any "open
source" license such as the GNU Public License, Lesser GNU Public License, or
Mozilla Public License) that would require, or condition the use or distribution
of such software, on the disclosure, licensing or distribution of any source
code of the proprietary software; 

-12-







              
(i) This
Agreement creates a valid security interest in the Collateral of Grantor, to the
extent a security interest therein can be created under the Code, securing the
payment of the Secured Obligations. Except to the extent a security interest in
the Collateral cannot be perfected by the filing of a financing statement under
the Code, all filings and other actions necessary to perfect such security
interest have been duly taken or will have been taken upon the filing of
financing statements listing Grantor, as a debtor, and Agent, as secured party,
in the jurisdictions listed next to Grantor's name on Schedule 11. Upon the making of such
filings, Agent shall have a first priority perfected security interest in the
Collateral of Grantor to the extent such security interest can be perfected by
the filing of a financing statement, subject to Permitted Liens. Upon filing of
any Copyright Security Agreement with the United States Copyright Office, filing
of any Patent Security Agreement and any Trademark Security Agreement with the
PTO, and the filing of appropriate financing statements in the jurisdictions
listed on Schedule 11, all action necessary to perfect the Security Interest in and
on Grantor's domestic Patents, Trademarks, or Copyrights has been taken and such
perfected Security Interest is enforceable as such as against any and all
creditors of and purchasers from Grantor. All action by Grantor necessary to
perfect such security interest on each item of Collateral has been duly taken,
to the extent perfection of such security interest on such item of Collateral is
required pursuant to the terms of this Agreement. 

         
(j) (i)
Except for the Security Interest created hereby, Grantor is and will at all
times be the sole holder of record and the legal and beneficial owner, free and
clear of all Liens other than Permitted Liens, of the Pledged Interests
indicated on Schedule 5 as being owned by Grantor as of the Closing Date and, when
acquired by Grantor, any Pledged Interests acquired after the Closing Date; (ii)
all of the Pledged Interests are duly authorized, validly issued, fully paid and
nonassessable and the Pledged Interests constitute or will constitute the
percentage of the issued and outstanding Equity Interests of the Pledged
Companies of Grantor identified on Schedule
5 as supplemented or modified by any Pledged
Interests Addendum to this Agreement; (iii) Grantor has the right and requisite
authority to pledge, the Investment Property pledged by Grantor to Agent as
provided herein; (iv) all actions necessary to perfect and establish the first
priority (subject to Permitted Liens) of Agent's Liens in the Investment
Property, and the proceeds thereof, have been duly taken, upon (A) the execution
and delivery of this Agreement; (B) the taking of possession by Agent (or its
agent or designee) of any certificates representing the Pledged Interests
constituting Collateral (other than the Pledged Interests of Plures
Technologies, Inc. and Quantum India Development Center Private Ltd.), together
with undated powers (or other documents of transfer reasonably acceptable to
Agent) endorsed in blank by Grantor; (C) the filing of financing statements in
the applicable jurisdiction set forth on Schedule 11 for Grantor with respect
to the Pledged Interests of Grantor constituting Collateral that are not
represented by certificates, and (D) with respect to any Securities Accounts,
the delivery of Control Agreements with respect thereto; and (v) Grantor has
delivered to and deposited with Agent all certificates representing the Pledged
Interests owned by Grantor constituting Collateral (other than the Pledged
Interests of Plures Technologies, Inc. and Quantum India Development Center
Private Ltd.) to the extent such Pledged Interests are represented by
certificates, and undated powers (or other documents of transfer reasonably
acceptable to Agent) endorsed in blank with respect to such certificates. None
of the Pledged Interests owned or held by Grantor has been issued or transferred
in violation of any securities registration, securities disclosure, or similar
laws of any jurisdiction to which such issuance or transfer may be subject.


-13-







         
(k) No
consent, approval, authorization, or other order or other action by, and no
notice to or filing with, any Governmental Authority or any other Person is
required (i) for the grant of a Security Interest by Grantor in and to the
Collateral pursuant to this Agreement or for the execution, delivery, or
performance of this Agreement by Grantor, or (ii) for the exercise by Agent of
the voting or other rights provided for in this Agreement with respect to the
Investment Property constituting Collateral or the remedies in respect of the
Collateral pursuant to this Agreement, except as may be required in connection
with such disposition of Investment Property by laws affecting the offering and
sale of securities generally and except for consents, approvals, authorizations,
or other orders or actions that have been obtained or given (as applicable) and
that are still in force. No Intellectual Property License of Grantor that is
necessary in or material to the conduct of Grantor's business requires any
consent of any other Person that has not been obtained in order for Grantor to
grant the security interest granted hereunder in Grantor's right, title or
interest in or to such Intellectual Property License. 

         
(l) [Reserved] 

         
(m) [Reserved] 

         
(n) As to
all limited liability company or partnership interests, issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, Grantor hereby represents
and warrants that the Pledged Interests constituting Collateral issued pursuant
to such agreement (A) are not dealt in or traded on securities exchanges or in
securities markets, (B) do not constitute investment company securities, and (C)
are not held by Grantor in a Securities Account. In addition, except for the
Pledged Operating Agreement of Certance LLC, none of the Pledged Operating
Agreements, the Pledged Partnership Agreements, or any other agreements
governing any of the Pledged Interests constituting Collateral issued under any
Pledged Operating Agreement or Pledged Partnership Agreement, provide that such
Pledged Interests are securities governed by Article 8 of the Uniform Commercial
Code as in effect in any relevant jurisdiction. 

     6. Covenants. Grantor covenants and agrees with Agent that from and after
the date of this Agreement and until the date of termination of this Agreement
in accordance with Section 22: 

         
(a) Possession of Collateral. In the event
that any Collateral, including Proceeds, is evidenced by or consists of
Negotiable Collateral, Investment Property, or Chattel Paper having an aggregate
value or face amount of $500,000 or more for all such Negotiable Collateral,
Investment Property, or Chattel Paper, Grantor shall promptly (and in any event
concurrently with the next required delivery of the Compliance Certificate),
notify Agent thereof, and if and to the extent that perfection or priority of
Agent's Security Interest is dependent on or enhanced by possession, Grantor,
promptly (and in any event within five (5) Business Days) after request by
Agent, shall execute such other documents and instruments as shall be requested
by Agent or, if applicable, endorse and deliver physical possession of such
Negotiable Collateral, Investment Property, or Chattel Paper to Agent, together
with such undated powers (or other relevant document of transfer reasonably
acceptable to Agent) endorsed in blank as shall be requested by Agent, and shall
do such other acts or things deemed necessary or reasonably desirable by Agent
to perfect Agent's Security Interest therein; 

-14-







         
(b) Chattel Paper. 

              
(i) Promptly (and in any event concurrently with the next required delivery
of the Compliance Certificate) after request by Agent, Grantor shall take all
steps reasonably necessary to grant Agent control of all electronic Chattel
Paper in accordance with the Code and all "transferable records" as that term is
defined in Section 16 of the Uniform Electronic Transaction Act and Section 201
of the federal Electronic Signatures in Global and National Commerce Act as in
effect in any relevant jurisdiction, to the extent that the aggregate value or
face amount of such electronic Chattel Paper equals or exceeds $500,000;


              
(ii) If
Grantor retains possession of any Chattel Paper or instruments (which retention
of possession shall be subject to the extent permitted hereby and by the Credit
Agreement), promptly upon the request of Agent, such Chattel Paper and
instruments shall be marked with the following legend: "This writing and the
obligations evidenced or secured hereby are subject to the Security Interest of
Wells Fargo Capital Finance, LLC, as Agent for the benefit of the Lender Group
and the Bank Product Providers"; 

         
(c) Control Agreements. To the extent
required pursuant to Section 6.9(b) of the Credit Agreement, Grantor shall
obtain an authenticated Control Agreement (which may include a Controlled
Account Agreement), from each bank maintaining a Deposit Account or Securities
Account for Grantor; 

         
(d) Letter-of-Credit Rights. If Grantor is
or becomes the beneficiary of letters of credit having a face amount or value of
$500,000 or more in the aggregate, then Grantor shall promptly (and in any event
concurrently with the next required delivery of the Compliance Certificate),
notify Agent thereof and, promptly (and in any event within five (5) Business
Days) upon Agent's reasonable request, use commercially reasonable efforts to
enter into a tri-party agreement with Agent and the issuer or confirming bank
with respect to letter-of-credit rights assigning such letter-of-credit rights
to Agent and directing all payments thereunder to Agent's Account, all in form
and substance reasonably satisfactory to Agent; 

         
(e) Commercial Tort Claims. If Grantor
obtains Commercial Tort Claims having a value, or involving an asserted claim,
in the amount of $500,000 or more in the aggregate for all Commercial Tort
Claims, then Grantor shall promptly (and in any event concurrently with the next
required delivery of the Compliance Certificate), notify Agent upon incurring or
otherwise obtaining such Commercial Tort Claims and, promptly (and in any event
within five (5) Business Days) after request by Agent, amend Schedule 1 to describe such
Commercial Tort Claims in a manner that reasonably identifies such Commercial
Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby
authorizes the filing of additional financing statements or amendments to
existing financing statements describing such Commercial Tort Claims, and agrees
to do such other acts or things deemed necessary or reasonably desirable by
Agent to give Agent a first priority, perfected security interest in any such
Commercial Tort Claim; 

         
(f) Government Contracts. Other than
Accounts and Chattel Paper the aggregate value of which does not at any one time
exceed $1,000,000, if any Account or Chattel Paper included in the calculation
of the Borrowing Base arises out of a contract or contracts with the United
States or any department, agency, or instrumentality thereof, Grantor shall
promptly (and in any event concurrently with the
next required delivery of the Compliance Certificate) notify Agent thereof and,
promptly (and in any event concurrently with the next required delivery of the
Compliance Certificate) after request by Agent, execute any instruments or take
any steps reasonably required by Agent in order that all moneys due or to become
due under such contract or contracts shall be assigned to Agent, for the benefit
of the Lender Group and the Bank Product Providers, and shall provide written
notice thereof under the Assignment of Claims Act or other applicable law;


-15-







         
(g) Intellectual Property. 

              
(i) Upon
the request of Agent, in order to facilitate filings with the PTO and the United
States Copyright Office, Grantor shall execute and deliver to Agent one or more
Copyright Security Agreements, Trademark Security Agreements, or Patent Security
Agreements to further evidence Agent's Lien on Grantor's Patents, Trademarks, or
Copyrights, and the General Intangibles of Grantor relating thereto or
represented thereby; 

              
(ii) Grantor shall have the duty, with respect to Intellectual Property that
is necessary in or material to the conduct of Grantor's business, to protect and
diligently enforce and defend at Grantor's expense its Intellectual Property,
including (A) to diligently enforce and defend, including promptly suing for
infringement, misappropriation, or dilution and to recover any and all damages
for such infringement, misappropriation, or dilution, and filing for opposition,
interference, and cancellation against conflicting Intellectual Property rights
of any Person, (B) to prosecute diligently any trademark application or service
mark application that is part of the Trademarks pending as of the date hereof or
hereafter until the termination of this Agreement, (C) to prosecute diligently
any patent application that is part of the Patents pending as of the date hereof
or hereafter until the termination of this Agreement, (D) to take all reasonable
and necessary action to preserve and maintain all of Grantor's Trademarks,
Patents, Copyrights, Intellectual Property Licenses, and its rights therein,
including paying all maintenance fees and filing of applications for renewal,
affidavits of use, and affidavits of noncontestability, and (E) to require all
employees, consultants, and contractors of Grantor who were involved in the
creation or development of such Intellectual Property to sign agreements
containing assignment of Intellectual Property rights and obligations of
confidentiality, except to the extent that Grantor determines in its reasonable business
judgment, and after the occurrence and during the continuance of an Event of
Default, with consent of Agent, that the costs or efforts associated with taking
any of the actions described in clauses (A), (B), (C) or (D) are not justified
in relation to the anticipated benefits associated with the taking of such
action. Grantor further agrees not to abandon any Intellectual Property or
Intellectual Property License that is necessary in or material to the conduct of
Grantor's business. Grantor hereby agrees to comply with this Section 6(g)(ii) with
respect to all new or acquired Intellectual Property to which it is now or later
becomes entitled that is necessary in or material to the conduct of Grantor's
business; 

              
(iii) Grantor acknowledges and agrees that the Lender Group shall have no
duties with respect to any Intellectual Property or Intellectual Property
Licenses of Grantor. Without limiting the generality of this Section 6(g)(iii), Grantor
acknowledges and agrees that no member of the Lender Group shall be under any
obligation to take any steps necessary to preserve rights in the Collateral
consisting of Intellectual Property or Intellectual Property Licenses against
any other Person, but Agent on behalf of the Lender Group may do so at its option from and after the occurrence and during the
continuance of an Event of Default, and all reasonable and documented
out-of-pocket expenses incurred in connection therewith (including reasonable
fees and expenses of attorneys and other professionals) shall be for the sole
account of Borrower and shall be chargeable to the Loan Account;


-16-







              
(iv) On
each date on which a Compliance Certificate is to be delivered pursuant to
Section 5.1
of the Credit Agreement (or, if an Event of Default has occurred and is
continuing, more frequently if requested by Agent), Grantor shall deliver to
Agent a list in form reasonably satisfactory to Agent identifying all of its
products constituting proprietary software that generates revenue of Grantor in
excess of $2,500,000, whether created or acquired before, on, or after the
Closing Date, and a certification, signed by an officer of Grantor, certifying
that such list identifies all of its products constituting proprietary software
that is material to generating revenue of Grantor. Grantor shall continue to
register or not register, as the case may be, its Copyrights in accordance with
its historical practices as they existed as of the Closing Date. If an Event of
Default has occurred and is continuing, Agent is hereby granted power of
attorney by Grantor to (A) file applications and take any and all other actions
necessary to register on an expedited basis (if expedited processing is
available in accordance with the applicable regulations and procedures of the
United States Copyright Office and any similar office of any other jurisdiction
in which Copyrights are used) each of Grantor's Copyrights in any products
constituting proprietary software that is material to generating revenue for
Grantor and identifying Grantor as the sole claimant thereof in a manner
sufficient to claim in the public record (or as a co-claimant thereof, if such
is the case) Grantor's ownership or co-ownership thereof, and (B) cause to be
prepared and executed (1) a Copyright Security Agreement or supplemental
schedules to the Copyright Security Agreement reflecting the security interest
of Agent in such Copyrights, which supplemental schedules shall be in form and
content suitable for recordation with the United States Copyright Office (or any
similar office of any other jurisdiction in which Copyrights are used) and (2)
any other documentation as Agent reasonably deems necessary and requests in
order to perfect and continue perfected Agent's Liens on such Copyrights
following such recordation. 

              
(v) On each
date on which a Compliance Certificate is to be delivered pursuant to
Section 5.1
of the Credit Agreement (or, if an Event of Default has occurred and is
continuing, more frequently if requested by Agent), Grantor shall provide Agent
with a written report of all new Patents, Trademarks or Copyrights that are
registered or the subject of pending applications for registrations, and of all
Intellectual Property Licenses that are material to the conduct of Grantor's
business, in each case, which were acquired, registered, or for which
applications for registration were filed by Grantor during the prior period and
any statement of use or amendment to allege use with respect to intent-to-use
trademark applications. In the case of such registrations or applications
therefor, which were acquired by Grantor, Grantor shall file the necessary
documents with the appropriate Governmental Authority identifying Grantor as the
owner (or as a co-owner thereof, if such is the case) of such Intellectual
Property. In each of the foregoing cases, Grantor shall promptly cause to be
prepared, executed, and delivered to Agent supplemental schedules to the
applicable Loan Documents to identify such Patent, Trademark and Copyright
registrations and applications therefor (with the exception of Trademark
applications filed on an intent-to-use basis for which no statement of use or
amendment to allege use has been filed) and Intellectual Property Licenses
constituting Collateral as being subject to the security interests created
thereunder; 

-17-








              
(vi) Anything to the contrary in this Agreement notwithstanding, in
no event shall Grantor, either itself or through any agent, employee, licensee,
or designee, file an application for the registration of any Copyright with the
United States Copyright Office or any similar office or agency in another
country without giving Agent written notice thereof at least five (5) Business
Days prior to such filing and complying with Section 6(g)(i). Upon receipt from the
United States Copyright Office of notice of registration of any Copyright,
Grantor shall promptly (and in any event concurrently with the next required
delivery of the Compliance Certificate) notify (but without duplication of any
notice required by Section
6(g)(iv) or Section 6(g)(v)) Agent of such registration by
delivering, or causing to be delivered, to Agent, documentation sufficient for
Agent to perfect Agent's Liens on such Copyright. If Grantor acquires from any
Person any Copyright registered with the United States Copyright Office or an
application to register any Copyright with the United States Copyright Office,
Grantor shall promptly (and in any event concurrently with the next required
delivery of the Compliance Certificate) notify Agent of such acquisition and
deliver, or cause to be delivered, to Agent, documentation sufficient for Agent
to perfect Agent's Liens on such Copyright. In the case of such Copyright
registrations or applications therefor which were acquired by Grantor, Grantor
shall promptly (but in no event later than ten (10) Business Days following such
acquisition) file the necessary documents with the appropriate Governmental
Authority identifying the applicable Grantor as the owner (or as a co-owner
thereof, if such is the case) of such Copyrights; 

              
(vii) Grantor shall take reasonable steps to maintain the confidentiality of
the Intellectual Property that is necessary in or material to the conduct of
Grantor's business, including, as applicable (A) protecting the secrecy and
confidentiality of its confidential information and trade secrets by having and
enforcing a policy requiring all current employees, consultants, licensees,
vendors and contractors with access to such information to execute appropriate
confidentiality agreements; (B) taking actions reasonably necessary to ensure
that no trade secret owned by Grantor falls into the public domain; and (C)
protecting the secrecy and confidentiality of the source code of all software
programs and applications of which it is the owner or licensee by having and
enforcing a policy requiring any licensees (or sublicensees) of such source code
to enter into license agreements with commercially reasonable use and
non-disclosure restrictions; 

              
(viii) Grantor shall not incorporate into any proprietary software licensed or
distributed by Grantor that is material to generating revenue for Grantor any
third-party code that is licensed pursuant to any open source license such as
the GNU Public License, Lesser GNU Public License, or Mozilla Public License, in
a manner that would require or condition the use or distribution of such
software on, the disclosing, licensing, or distribution of any source code for
any portion of such proprietary software that is licensed or distributed by
Grantor; and 

              
(ix) Grantor shall not enter into any Intellectual Property License material
to the conduct of the business to receive any license or rights in any
Intellectual Property of any other Person unless Grantor has used commercially
reasonable efforts to permit the assignment of or grant of a security interest
in such Intellectual Property License (and all rights of Grantor thereunder) to
Agent (and any transferees of Agent). 

-18- 







          (h) Investment Property. 

              
(i) If
Grantor shall acquire, obtain, receive or become entitled to receive any Pledged
Interests constituting Collateral after the Closing Date, it shall promptly (and
in any event concurrently with the next required delivery of the Compliance
Certificate) deliver to Agent a duly executed Pledged Interests Addendum
identifying such Pledged Interests; 

              
(ii) Upon
the occurrence and during the continuance of an Event of Default, following the
request of Agent, all sums of money and property paid or distributed in respect
of the Investment Property constituting Collateral that are received by Grantor
shall be held by Grantor in trust for the benefit of Agent segregated from
Grantor's other property, and Grantor shall deliver it forthwith to Agent in the
exact form received; 

              
(iii) Grantor shall promptly deliver to Agent a copy of each material notice
received by it in respect of any Pledged Interests constituting Collateral;


              
(iv) Except
as permitted by the Credit Agreement, Grantor shall not make or consent to any
amendment or other modification or waiver with respect to any Pledged Interests
constituting Collateral, Pledged Operating Agreement, or Pledged Partnership
Agreement, or enter into any agreement or permit to exist any restriction with
respect to any Pledged Interests constituting Collateral if the same is
prohibited pursuant to the Loan Documents; 

              
(v) Grantor
agrees that it will cooperate with Agent in obtaining all necessary approvals
and making all necessary filings under federal, state, local, or foreign law to
effect the perfection of the Security Interest on the Investment Property
constituting Collateral or to effect any sale or transfer thereof; 

              
(vi) As to
all limited liability company or partnership interests, issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, Grantor hereby covenants
that the Pledged Interests constituting Collateral issued pursuant to such
agreement (A) are not and shall not be dealt in or traded on securities
exchanges or in securities markets, (B) do not and will not constitute
investment company securities, and (C) are not and will not be held by Grantor
in a securities account. In addition, except for the Pledged Operating Agreement
of Certance, LLC, none of the Pledged Operating Agreements, the Pledged
Partnership Agreements, or any other agreements governing any of the Pledged
Interests constituting Collateral issued under any Pledged Operating Agreement
or Pledged Partnership Agreement, provide or shall provide that such Pledged
Interests are securities governed by Article 8 of the Uniform Commercial Code as
in effect in any relevant jurisdiction. 

         
(i) Real
Property; Fixtures. Grantor covenants and
agrees that upon the acquisition of any fee interest in Real Property having a
fair market value in excess of $2,500,000 it will promptly (and in any event
concurrently with the next required delivery of the Compliance Certificate)
notify Agent of the acquisition of such Real Property and will grant to Agent,
for the benefit of the Lender Group and the Bank Product Providers, a first
priority Mortgage on each fee interest in Real Property now or hereafter owned
by Grantor and shall deliver such other documentation and opinions, in form and
substance reasonably satisfactory to Agent, in connection with the grant of such
Mortgage as Agent shall request in its Permitted Discretion, including title
insurance policies, financing statements, fixture filings and environmental
audits and Grantor shall pay all recording costs, intangible taxes and other
fees and costs (including reasonable attorneys' fees and expenses) incurred in
connection therewith. Grantor acknowledges and agrees that, to the extent
permitted by applicable law, all of the Collateral shall remain personal
property regardless of the manner of its attachment or affixation to real
property;

-19- 







         
(j) Transfers and Other Liens. Grantor
shall not (i) sell, assign (by operation of law or otherwise) or otherwise
dispose of, or grant any option with respect to, any of the Collateral, except
as expressly permitted by the Credit Agreement, or (ii) create or permit to
exist any Lien upon or with respect to any of the Collateral of Grantor, except
for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be
deemed to constitute Agent's consent to any sale or other disposition of any of
the Collateral except as expressly permitted in this Agreement or the other Loan
Documents; 

         
(k) Controlled Accounts. 

              
(i) Grantor
shall (A) establish and maintain cash management services of a type and on terms
reasonably satisfactory to Agent at one or more of the banks set forth on
Schedule 10
(each a "Controlled Account
Bank"), and shall take reasonable steps to
ensure that all of its Account Debtors forward payment of the amounts owed by
them directly to such Controlled Account Bank, and (B) deposit or cause to be
deposited promptly, and in any event no later than the first Business Day after
the date of receipt thereof, all of their Collections (including those sent
directly by their Account Debtors to Grantor) into a bank account of Grantor
(each, a "Controlled Account") at one of the Controlled Account Banks. 

              
(ii) Grantor shall establish and maintain Controlled Account Agreements with
Agent and the applicable Controlled Account Bank, in form and substance
reasonably acceptable to Agent. Each such Controlled Account Agreement shall
provide, among other things, that (A) the Controlled Account Bank will comply
with any instructions originated by Agent directing the disposition of the funds
in such Controlled Account without further consent by Grantor, (B) the
Controlled Account Bank waives, subordinates, or agrees not to exercise any
rights of setoff or recoupment or any other claim against the applicable
Controlled Account other than for payment of its service fees and other charges
directly related to the administration of such Controlled Account and for
returned checks or other items of payment, and (C) upon the instruction of Agent
(an "Activation Instruction"), the Controlled Account Bank will comply with any
instructions originated by Agent directing the disposition of the funds in such
Controlled Account without further consent by Grantor which instruction may
include that the Controlled Account Bank forward by daily sweep all amounts in
the applicable Controlled Account to the Agent's Account. Agent agrees not to
issue instructions referred to in clause (A) above or an Activation Instruction
with respect to the Controlled Accounts unless a Triggering Event has occurred
and is continuing at the time such instructions or Activation Instruction is
issued. Agent agrees to instruct the Controlled Account Bank to promptly rescind
an Activation Instruction (the "Rescission") if: (1) the Triggering
Event upon which such Activation Instruction was issued has been waived in
writing in accordance with the terms of the Credit Agreement, and (2) no
additional Triggering Event has occurred and is continuing prior to the date of
the Rescission or is reasonably expected to occur on or immediately after the
date of the Rescission. 

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(iii) So
long as no Event of Default has occurred and is continuing, Grantor may amend
Schedule 10
to add or replace a Controlled Account Bank or Controlled Account and shall upon
such addition or replacement provide to Agent an amended Schedule 10;
provided,
however,
that (A) such prospective Controlled Account Bank shall be reasonably
satisfactory to Agent, and (B) prior to the time of the opening of such
Controlled Account, Grantor and such prospective Controlled Account Bank shall
have executed and delivered to Agent a Controlled Account Agreement. Grantor
shall close any of its Controlled Accounts (and establish replacement Controlled
Account accounts in accordance with the foregoing sentence) as promptly as
practicable and in any event within forty-five (45) days after notice from Agent
that the operating performance, funds transfer, or availability procedures or
performance of the Controlled Account Bank with respect to Controlled Account
Accounts or Agent's liability under any Controlled Account Agreement with such
Controlled Account Bank is no longer acceptable in Agent's reasonable judgment.


              
(iv) [Reserved.] 

         
(l) Name, Etc. Grantor will not change its
name, organizational identification number, jurisdiction of organization or
organizational identity; provided, that Grantor may change its
name upon at least 10 days prior written notice to Agent of such change.


         
(m) [Reserved.] 

         
(n) Pledged Notes. Other than with respect
to any promissory note (as defined in the Code) in an amount of not more than
$2,500,000 constituting Collateral and pledged hereunder (each a
"Pledged Note"), Grantor (i) will promptly (and in any event concurrently with the
next required delivery of the Compliance Certificate) notify Agent of any
default, breach, violation or acceleration existing under any Pledged Note or
any event which, with the passage of time or the giving of notice, or both,
would constitute a default, breach, violation, or event of acceleration under
any Pledged Note, (ii) will provide to Agent copies of all material written
notices (including notices of default) given or received with respect to the
Pledged Notes promptly after giving or receiving such notice (and in any event
concurrently with the next required delivery of the Compliance Certificate), and
(iii) will not, (A) without the prior written consent of Agent, such consent not
to be unreasonably withheld, waive any default, breach, violation or event of
acceleration under any Pledge Note, (B) without the prior written consent of
Agent, such consent not to be unreasonably withheld, waive or release any
obligation of any Person that is obligated under any of the Pledged Notes, (C)
take or omit to take any action or knowingly suffer or permit any action to be
omitted or taken, the taking or omission of which would result in any right of
offset against sums payable under the Pledged Notes, or (D) other than Permitted
Dispositions, assign or surrender its rights and interests under any of the
Pledged Notes or terminate, cancel, modify, change, supplement or amend the
Pledged Notes. 

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

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

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(b) Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright Security Agreements,
Trademark Security Agreements, and Patent Security Agreements are supplemental
to the provisions of this Agreement, and nothing contained in the Copyright
Security Agreements, Trademark Security Agreements, or the Patent Security
Agreements shall limit any of the rights or remedies of Agent hereunder. In the
event of any conflict between any provision in this Agreement and a provision in
a Copyright Security Agreement, Trademark Security Agreement or Patent Security
Agreement, such provision of this Agreement shall control. 

    
8. Further Assurances. 

         
(a) Grantor
agrees that from time to time, at its own expense, Grantor will promptly execute
and deliver all further instruments and documents, and take all further action,
that Agent may reasonably request, in order to perfect the Security Interest
granted hereby, to create or perfect the Security Interest purported to be
granted hereby or to enable Agent to exercise and enforce its rights and
remedies hereunder with respect to any of the Collateral. 

         
(b) Grantor
authorizes the filing by Agent of financing or continuation statements, or
amendments thereto, and Grantor will execute and deliver to Agent such other
instruments or notices, as Agent may reasonably request, in order to perfect and
preserve the Security Interest granted or purported to be granted hereby.


         
(c) Grantor
authorizes Agent at any time and from time to time to file, transmit, or
communicate, as applicable, financing statements and amendments (i) describing
the Collateral as "all personal property of debtor" or "all assets of debtor" or
words of similar effect, including without limitation "all assets of debtor,
wherever located, whether now owned or existing or hereafter acquired or
arising, together with all proceeds thereof", (ii) describing the Collateral as
being of equal or lesser scope or with greater detail, or (iii) that contain any
information required by part 5 of Article 9 of the Code for the sufficiency or
filing office acceptance. Grantor also hereby ratifies any and all financing
statements or amendments previously filed by Agent in any jurisdiction.


         
(d) Grantor
acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement filed
in connection with this Agreement without the prior written consent of Agent,
subject to Grantor's rights under Section 9-509(d)(2) of the Code. 

    
9. Agent's Right to Perform Contracts, Exercise Rights, etc. Upon the occurrence and during the continuance of an Event
of Default, Agent (or its designee) (a) may proceed to perform any and all of
the obligations of Grantor contained in any contract, lease, or other agreement
and exercise any and all rights of Grantor therein contained as fully as Grantor
itself could, (b) shall have the right to use Grantor's rights under
Intellectual Property Licenses constituting Collateral in connection with the
enforcement of Agent's rights hereunder, including the right to prepare for sale
and sell any and all Inventory and Equipment now or hereafter owned by Grantor
and now or hereafter covered by such licenses, and (c) shall have the right to
request that any Equity Interests that are pledged hereunder be registered in
the name of Agent or any of its nominees. 

-22- 







    
10. Agent Appointed Attorney-in-Fact.
Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full
authority in the place and stead of Grantor and in the name of Grantor or
otherwise, at such time as an Event of Default has occurred and is continuing
under the Credit Agreement, to take any action and to execute any instrument
which Agent may reasonably deem necessary or advisable to accomplish the
purposes of this Agreement, including: 

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

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


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

         
(d) to file
any claims or take any action or institute any proceedings which Agent may deem
necessary or desirable for the collection of any of the Collateral of Grantor or
otherwise to enforce the rights of Agent with respect to any of the Collateral;


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

         
(f) to use
any Intellectual Property or Intellectual Property Licenses constituting
Collateral of Grantor, including but not limited to any labels, Patents,
Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or
advertising matter, in preparing for sale, advertising for sale, or selling
Inventory or other Collateral and to collect any amounts due under Accounts,
contracts or Negotiable Collateral of Grantor; and 

         
(g) Agent,
on behalf of the Lender Group or the Bank Product Providers, shall have the
right, but shall not be obligated, to bring suit in its own name to enforce the
Intellectual Property and Intellectual Property Licenses constituting Collateral
and, if Agent shall commence any such suit, the appropriate Grantor shall, at
the request of Agent, do any and all lawful acts and execute any and all proper
documents reasonably required by Agent in aid of such enforcement. 

     To the extent
permitted by law, Grantor hereby ratifies all that such attorney-in-fact shall
lawfully do or cause to be done by virtue hereof. This power of attorney is
coupled with an interest and shall be irrevocable until this Agreement is
terminated. 

    
11. Agent May Perform. If Grantor fails to
perform any agreement contained herein, Agent may itself perform, or cause
performance of, such agreement, and the reasonable expenses of Agent incurred in
connection therewith shall be payable by Grantor, and Agent shall endeavor to
provide notice to Grantor of such performance. 

    
12. Agent's Duties. The powers conferred
on Agent hereunder are solely to protect Agent's interest in the Collateral, for
the benefit of the Lender Group and the Bank Product Providers, and shall not
impose any duty upon Agent to exercise any such powers. Except for the safe
custody of any Collateral in its actual possession and the accounting for moneys
actually received by it hereunder, Agent shall have no duty as to any Collateral
or as to the taking of any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Collateral. Agent shall be deemed
to have exercised reasonable care in the custody and preservation of any
Collateral in its actual possession if such Collateral is accorded treatment
substantially equal to that which Agent accords its own property.

-23- 







    
13. Collection of Accounts, General Intangibles and Negotiable
Collateral. At any time upon the occurrence
and during the continuance of an Event of Default, Agent or Agent's designee may
(a) notify Account Debtors of Grantor that the Accounts, General Intangibles,
Chattel Paper or Negotiable Collateral of Grantor have been assigned to Agent,
for the benefit of the Lender Group and the Bank Product Providers, or that
Agent has a security interest therein, and (b) collect the Accounts, General
Intangibles and Negotiable Collateral of Grantor directly, and any collection
costs and expenses shall constitute part of Grantor's Secured Obligations under
the Loan Documents. 

    
14. Disposition of Pledged Interests by Agent. None of the Pledged Interests constituting Collateral existing as of
the date of this Agreement are, and none of the Pledged Interests hereafter
acquired on the date of acquisition thereof will be, registered or qualified
under the various federal or state securities laws of the United States and
disposition thereof after an Event of Default may be restricted to one or more
private (instead of public) sales in view of the lack of such registration.
Grantor understands that in connection with such disposition, Agent may approach
only a restricted number of potential purchasers and further understands that a
sale under such circumstances may yield a lower price for the Pledged Interests
constituting Collateral than if such Pledged Interests were registered and
qualified pursuant to federal and state securities laws and sold on the open
market. Grantor, therefore, agrees that: (a) if Agent shall, pursuant to the
terms of this Agreement, sell or cause the Pledged Interests constituting
Collateral or any portion thereof to be sold at a private sale, Agent shall have
the right to rely upon the advice and opinion of any nationally recognized
brokerage or investment firm (but shall not be obligated to seek such advice and
the failure to do so shall not be considered in determining the commercial
reasonableness of such action) as to the best manner in which to offer such
Pledged Interest or any portion thereof for sale and as to the best price
reasonably obtainable at the private sale thereof; and (b) such reliance shall
be conclusive evidence that Agent has handled the disposition in a commercially
reasonable manner. 

    
15. Voting and Other Rights in Respect of Pledged Interests. 

         
(a) Upon
the occurrence and during the continuation of an Event of Default, (i) Agent
may, at its option, and with two (2) Business Days prior notice to Grantor, and
in addition to all rights and remedies available to Agent under any other
agreement, at law, in equity, or otherwise, exercise all voting rights, or any
other ownership or consensual rights (including any dividend or distribution
rights) in respect of the Pledged Interests constituting Collateral owned by
Grantor, but under no circumstances is Agent obligated by the terms of this
Agreement to exercise such rights, and (ii) if Agent duly exercises its right to
vote any of such Pledged Interests, Grantor hereby appoints Agent, Grantor's
true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged
Interests in any manner Agent deems advisable for or against all matters
submitted or which may be submitted to a vote of shareholders, partners or
members, as the case may be. The power-of-attorney and proxy granted hereby is
coupled with an interest and shall be irrevocable.

-24- 







         
(b) For so
long as Grantor shall have the right to vote the Pledged Interests constituting
Collateral owned by it, Grantor covenants and agrees that it will not, without
the prior written consent of Agent, vote or take any consensual action with
respect to such Pledged Interests which would materially adversely affect the
rights of Agent, the other members of the Lender Group, or the Bank Product
Providers, or the value of such Pledged Interests. 

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

         
(a) Agent
may, and, at the instruction of the Required Lenders, shall exercise in respect
of the Collateral, in addition to other rights and remedies provided 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 any other applicable
law. Without limiting the generality of the foregoing, Grantor expressly agrees
that, in any such event, Agent without demand of performance or other demand,
advertisement or notice of any kind (except a notice specified below of time and
place of public or private sale) to or upon Grantor or any other Person (all and
each of which demands, advertisements and notices are hereby expressly waived to
the maximum extent permitted by the Code or any other applicable law), may take
immediate possession of all or any portion of the Collateral and (i) require
Grantor to, and Grantor hereby agrees that it will at its own expense and upon
request of Agent forthwith, assemble all or part of the Collateral as directed
by Agent and make it available to Agent at one or more locations where Grantor
regularly maintains Inventory, and (ii) without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of Agent's offices or elsewhere, for cash, on credit,
and upon such other terms as Agent may deem commercially reasonable. Grantor
agrees that, to the extent notification of sale shall be required by law, at
least ten (10) days notification by mail to Grantor of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification and specifically such notification shall
constitute a reasonable "authenticated notification of disposition" within the
meaning of Section 9-611 of the Code. Agent shall not be obligated to make any
sale of Collateral regardless of notification of sale having been given. Agent
may adjourn any public sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. Grantor agrees that (A) the
internet shall constitute a "place" for purposes of Section 9-610(b) of the Code
and (B) to the extent notification of sale shall be required by law,
notification by mail of the URL where a sale will occur and the time when a sale
will commence at least ten (10) days prior to the sale shall constitute a
reasonable notification for purposes of Section 9-611(b) of the Code. Grantor
agrees that any sale of Collateral to a licensor pursuant to the terms of a
license agreement between such licensor and Grantor is sufficient to constitute
a commercially reasonable sale (including as to method, terms, manner, and time)
within the meaning of Section 9-610 of the Code. 

         
(b) Agent
is hereby granted a license or other right to use, without liability for
royalties or any other charge, Grantor's Intellectual Property constituting
Collateral, including but not limited to, any labels, Patents, Trademarks, trade
names, URLs, domain names, industrial designs, Copyrights, and advertising
matter, whether owned by Grantor or with respect to which Grantor has rights
under license, sublicense, or other agreements (including any Intellectual
Property License constituting Collateral), as it pertains to the Collateral, in
preparing for sale, advertising for sale and selling any Collateral, and
Grantor's rights under all licenses and all franchise agreements shall inure to
the benefit of Agent; provided, however, that Agent may exercise the foregoing
license or other right to use only upon the occurrence and during the
continuance of an Event of Default.

-25- 







         
(c) Agent
may, in addition to other rights and remedies provided for herein, in the other
Loan Documents, or otherwise available to it under applicable law and without
the requirement of notice to or upon Grantor or any other Person (which notice
is hereby expressly waived to the maximum extent permitted by the Code or any
other applicable law), (i) with respect to Grantor's Deposit Accounts in which
Agent's Liens are perfected by control under Section 9-104 of the Code, instruct
the bank maintaining such Deposit Account for Grantor to pay the balance of such
Deposit Account to or for the benefit of Agent, and (ii) with respect to
Grantor's Securities Accounts in which Agent's Liens are perfected by control
under Section 9-106 of the Code, instruct the securities intermediary
maintaining such Securities Account for Grantor to (A) transfer any cash in such
Securities Account to or for the benefit of Agent, or (B) liquidate any
financial assets in such Securities Account that are customarily sold on a
recognized market and transfer the cash proceeds thereof to or for the benefit
of Agent. 

         
(d) Any
cash held by Agent as Collateral and all cash proceeds received by Agent in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral shall be applied against the Secured Obligations in the
order set forth in the Credit Agreement. In the event the proceeds of Collateral
are insufficient to satisfy all of the Secured Obligations in full, Grantor
shall remain jointly and severally liable for any such deficiency. 

         
(e) Grantor
hereby acknowledges that the Secured Obligations arise out of a commercial
transaction, and agrees that if an Event of Default shall occur and be
continuing Agent shall have the right to an immediate writ of possession without
notice of a hearing. Agent shall have the right to the appointment of a receiver
for the properties and assets of Grantor, and Grantor hereby consents to such
rights and such appointment and hereby waives any objection Grantor may have
thereto or the right to have a bond or other security posted by Agent.


    
17. Remedies Cumulative. Each right,
power, and remedy of Agent, any other member of the Lender Group, or any Bank
Product Provider as provided for in this Agreement, the other Loan Documents or
any Bank Product Agreement now or hereafter existing at law or in equity or by
statute or otherwise shall be cumulative and concurrent and shall be in addition
to every other right, power, or remedy provided for in this Agreement, the other
Loan Documents and the Bank Product Agreements or now or hereafter existing at
law or in equity or by statute or otherwise, and the exercise or beginning of
the exercise by Agent, any other member of the Lender Group, or any Bank Product
Provider, of any one or more of such rights, powers, or remedies shall not
preclude the simultaneous or later exercise by Agent, such other member of the
Lender Group or such Bank Product Provider of any or all such other rights,
powers, or remedies. 

    
18. Marshaling. Agent shall not be
required to marshal any present or future collateral security (including but not
limited to the Collateral) for, or other assurances of payment of, the Secured
Obligations or any of them or to resort to such collateral security or other
assurances of payment in any particular order, and all of its rights and
remedies hereunder and in respect of such collateral security and other
assurances of payment shall be cumulative and in addition to all other rights
and remedies, however existing or arising. To the extent that it lawfully may,
Grantor hereby agrees that it will not invoke any law relating to the marshaling
of collateral which might cause delay in or impede the enforcement of Agent's
rights and remedies under this Agreement or under any other instrument creating
or evidencing any of the Secured Obligations or under which any of the Secured
Obligations is outstanding or by which any of the Secured Obligations is secured
or payment thereof is otherwise assured, and, to the extent that it lawfully
may, Grantor hereby irrevocably waives the benefits of all such laws.

-26- 







    
19. Indemnity and Expenses. 

         
(a) Grantor
agrees to indemnify Agent and the other members of the Lender Group to the same
extent and in the same manner as the indemnity made by Borrower pursuant to
Section 10.3 of the Credit Agreement. This provision shall survive the
termination of this Agreement and the Credit Agreement and the repayment of the
Secured Obligations. 

         
(b) Grantor
shall, upon demand, pay to Agent (or Agent, may charge to the Loan Account) all
the Lender Group Expenses which Agent may incur in connection 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 accordance with this Agreement
and the other Loan Documents, (iii) the exercise or enforcement of any of the
rights of Agent hereunder or (iv) the failure by Grantor to perform or observe
any of the provisions hereof. 

    
20. Merger, Amendments; Etc. THIS
AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement,
and no consent to any departure by Grantor herefrom, shall in any event be
effective unless the same shall be in writing and signed by Agent, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. No amendment of any provision of this
Agreement shall be effective unless the same shall be in writing and signed by
Agent and Grantor to which such amendment applies. 

    
21. Addresses for Notices. All notices and
other communications provided for hereunder shall be given in the form and
manner and delivered to Agent at its address specified in the Credit Agreement,
and to Grantor at its addresses specified in the Credit Agreement or, as to any
party, at such other address as shall be designated by such party in a written
notice to the other party. 

    
22. Continuing Security Interest: Assignments under Credit
Agreement. 

         
(a) This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until the Obligations have been paid
in full in accordance with the provisions of the Credit Agreement and the
Commitments have expired or have been terminated, (ii) be binding upon Grantor,
and their respective successors and assigns, and (iii) inure to the benefit of,
and be enforceable by, Agent, and its successors, transferees and assigns.
Without limiting the generality of the foregoing clause (iii), any Lender may,
in accordance with the provisions of the Credit Agreement, assign or otherwise
transfer all or any portion of its rights and obligations under the Credit
Agreement to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Lender herein or
otherwise. Upon payment in full of the Secured Obligations in accordance with
the provisions of the Credit Agreement and the expiration or termination of the
Commitments, the Security Interest granted hereby shall terminate and all rights
to the Collateral shall revert to Grantor or any other Person entitled thereto.
At such time, Agent will authorize the filing of appropriate termination
statements to terminate such Security Interest. Upon any sale or transfer by
Grantor of any Collateral that is permitted under the Credit Agreement, or upon
the written consent of the release of the Security Interest granted hereby in
any Collateral pursuant to Section 14.1 of the Credit Agreement, the Security
Interest in such Collateral shall be automatically released. In connection with
any termination or release pursuant to this Section 22, Agent shall promptly
execute and deliver to Grantor, at Grantor’s expense, all documents, notices or
instruments that Grantor shall reasonably request to evidence such termination
or release and shall perform such other actions reasonably requested by Grantor
to effect such release, including, without limitation, the return of possessory
collateral, the filing of UCC termination statements or the filing of security
release documents with the PTO, the United States Copyright Office or other
Persons. No
transfer or renewal, extension, assignment, or termination of this Agreement or
of the Credit Agreement, any other Loan Document, or any other instrument or
document executed and delivered by Grantor to Agent nor any additional Revolving
Loans or other loans made by any Lender to Borrower, nor the taking of further
security, nor the retaking or re-delivery of the Collateral to Grantor by Agent,
nor any other act of the Lender Group or the Bank Product Providers, or any of
them, shall release Grantor from any obligation, except a release or discharge
executed in writing by Agent in accordance with the provisions of the Credit
Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed
to have waived any of its rights or remedies hereunder, unless such waiver is in
writing and signed by Agent and then only to the extent therein set forth. A
waiver by Agent of any right or remedy on any occasion shall not be construed as
a bar to the exercise of any such right or remedy which Agent would otherwise
have had on any other occasion.

-27- 








         
(b) Grantor
agrees that, if any payment made by Grantor or other Person and applied to the
Secured Obligations is at any time annulled, avoided, set, aside, rescinded,
invalidated, declared to be fraudulent or preferential or otherwise required to
be refunded or repaid, or the proceeds of any Collateral are required to be
returned by Agent or any other member of the Lender Group to Grantor, its
estate, trustee, receiver or any other party, including Grantor, under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or repayment, any Lien or other Collateral securing
such liability shall be and remain in full force and effect, as fully as if such
payment had never been made. If, prior to any of the foregoing, (i) any Lien or
other Collateral securing Grantor's liability hereunder shall have been released
or terminated by virtue of the foregoing clause (a), such Lien, other Collateral
or provision shall be reinstated in full force and effect and such prior release
or termination shall not diminish, release, discharge, impair or otherwise
affect the obligations of Grantor in respect of any Lien or other Collateral
securing such obligation or the amount of such payment. 


    
23. Survival. All representations and
warranties made by Grantor in this Agreement and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any loans
and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that Agent, Issuing
Lender, or any Lender may have had notice or knowledge of any Default or Event
of Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any loan or any fee or any other amount
payable under the Credit Agreement is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not expired or
terminated. 

    
24. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE
PROVISION. 

         
(a) THE
VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING
HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. 

         
(b) THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA; PROVIDED, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH
ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. GRANTOR AND
AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY
HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO
THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 24(b). 

         
(c) TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR AND AGENT HEREBY WAIVE THEIR
RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR
CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS (EACH A "CLAIM"). GRANTOR AND AGENT REPRESENT
THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT. 

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(d) GRANTOR
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES AND THE STATE
OF CALIFORNIA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AGAINST GRANTOR OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION. 

         
(e) NO
CLAIM MAY BE MADE BY GRANTOR AGAINST AGENT, THE SWING LENDER, ANY OTHER LENDER,
ISSUING LENDER, OR THE UNDERLYING ISSUER, OR ANY AFFILIATE, DIRECTOR, OFFICER,
EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR
ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY
CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR
RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT,
OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH, AND GRANTOR HEREBY WAIVES,
RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT
ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 

         
(f) IN THE
EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE
"COURT") BY
OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET
FORTH IN SECTION 24(c) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES
HERETO AGREE AS FOLLOWS: 

              
(i) WITH
THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL
BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE
PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE
PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE.
VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES,
CALIFORNIA. 

              
(ii) THE
FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A)
NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY,
(B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C)
APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES
(INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING
ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF
ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN
CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT
OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT
WITH RESPECT TO ANY OTHER MATTER.

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(iii) UPON
THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO
SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE
WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO
REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE
POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE
THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES. 

              
(iv) EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER
IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF
HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT
ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS
AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED
WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND
A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE
PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL
HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER,
PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE'S FEES, SHALL ULTIMATELY BE
BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


              
(v) THE
REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL
BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE
WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME
MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF
CALIFORNIA. 

              
(vi) THE
REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN
THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH
CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO
ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE
AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY
JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO
INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A
DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE
REFEREE'S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME
MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER
FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY
APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.

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(vii) THE
PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE
PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN
CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT
AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM
THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT. 

    
25. [Reserved] 

    
26. Agent. Each reference herein to any
right granted to, benefit conferred upon or power exercisable by the "Agent"
shall be a reference to Agent, for the benefit of each member of the Lender
Group and each of the Bank Product Providers. 

    
27. Miscellaneous. 

         
(a) This
Agreement is a Loan Document. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same Agreement.
Delivery of an executed counterpart of this Agreement by telefacsimile or other
electronic method of transmission shall be equally as effective as delivery of
an original executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile or other electronic
method of transmission also shall deliver an original executed counterpart of
this Agreement but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Agreement.
The foregoing shall apply to each other Loan Document mutatis mutandis. 

         
(b) Any
provision of this Agreement which is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof in that jurisdiction or affecting
the validity or enforceability of such provision in any other jurisdiction. Each
provision of this Agreement shall be severable from every other provision of
this Agreement for the purpose of determining the legal enforceability of any
specific provision. 

         
(c) Headings and numbers have been set forth herein for convenience only.
Unless the contrary is compelled by the context, everything contained in each
Section applies equally to this entire Agreement. 

         
(d) Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed
against any member of the Lender Group or Grantor, whether under any rule of
construction or otherwise. This Agreement has been reviewed by all parties and
shall be construed and interpreted according
to the ordinary meaning of the words used so as to accomplish fairly the
purposes and intentions of all parties hereto. 

[signature pages follow] 



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     IN WITNESS
WHEREOF, the undersigned parties hereto have caused this Agreement to be
executed and delivered as of the day and year first above written. 

	GRANTOR:	QUANTUM
      CORPORATION
	   
	   
		By: /s/ Linda M.
      Breard
	 	Name: Linda
      Breard
		Title:
    CFO









	AGENT:	WELLS FARGO
      CAPITAL FINANCE, LLC, a
		Delaware limited
      liability company
	 
	 
	 	By: /s/ Samantha
      Alexander
		Name:
      Samantha Alexander
		Title:
      Director



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