Common use of Material Subsidiaries Clause in Contracts

Material Subsidiaries. (a) In the event that Borrower creates or acquires a domestic Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. From and after the date of this Amendment, Subparagraph (a) of Section 6.13 of the Credit Agreement is amended and restated in its entirety as follows: (a) In the event that Borrower creates or acquires a domestic Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent recently ended fiscal year quarter of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent recently ended period of four (4) consecutive fiscal year quarters of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.”

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) In the event that Borrower creates total assets equal to or acquires a domestic Material Subsidiary, or any Subsidiary greater than 90% of consolidated total assets of the Borrower that is not a Guarantor hereunder and its Domestic Subsidiaries (calculated as of the Closing Date guarantees end of the Borrower’s obligations under most recent fiscal period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), (y) revenues equal to or greater than 90% of the First Lien Credit Agreement, consolidated total revenues of the Borrower shall within forty-five and its Domestic Subsidiaries (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (calculated for the benefit of each Lender in accordance with its Pro Rata Sharemost recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), and (bbz) EBITDA (as determined for the Borrower and such Material Subsidiaries based on the definition of Consolidated EBITDA) equal to execute and deliver a security agreement, substantially in the form or greater than 90% of EBITDA of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in Borrower and its assets to secure the Guaranty; Domestic Subsidiaries (ii) pledge to Administrative Agent (as determined for the benefit Borrower and its direct and indirect Domestic Subsidiaries based on the definition of each Lender in accordance with its Pro Rata Share) Consolidated EBITDA and calculated for the ownership interests in such Material Subsidiary most recent Reference Period for which financial statements are required to be delivered pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; Section 6.01(a) and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are b)). No Domestic Subsidiary which is not a Subsidiary Guarantor and party (i) has total assets (including Equity Interests in other Subsidiaries) equal to a security agreement referred to in this subsection (a) exceed 20or greater than 5% of the consolidated total assets of the Borrower and its Subsidiaries (calculated as of the last day end of the most recent fiscal year of the Borrower period for which the Borrower has delivered audited financial statements are required to be delivered pursuant to Section 6.01(a) and (2b)); (ii) the aggregate amount of has revenues for all domestic Subsidiaries that are not a Guarantor and party equal to a security agreement exceed 20or greater than 5% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent fiscal year Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the definition of Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Consolidated EBITDA and calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Subsidiary that is not a Subsidiary Guarantor has guaranteed any Indebtedness under the Term Loan Agreement or any other Indebtedness of the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the or any other provisions of this subsection (a) as required to comply with this provisoLoan Party. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) In the event that Borrower creates any Person is or acquires becomes a domestic direct or indirect Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreementany Loan Party, the Borrower shall notify each Agent of each such event or transaction concurrently with the delivery of the deliverables for the Closing Date and with each Compliance Certificate. Each Material Subsidiary of a Loan Party shall within forty-five thirty (4530) days after becoming a Material Subsidiary (unless or such later date as may be agreed by the Administrative Agent in its sole and absolute discretion): (a) become (if not already a longer period is agreed party thereto) a party to the Entity Guaranty, the Security Agreement and any other Security Document requested by Administrative the Collateral Agent, in a manner reasonably satisfactory to the Collateral Agent; (b) pursuant to, and to the extent required by, the Security Agreement (taking into account any thresholds, carve-outs or other limitations set forth therein), pledge (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent for the benefit of the Lenders (i) all of the outstanding Equity Interests owned directly by such Material Subsidiary, along with undated stock or other powers for such certificates, executed in blank (or, if any such Equity Interests are uncertificated, or if any such certificates cannot be located after reasonable efforts exercised by such Material Subsidiary, confirmation and evidence satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been pledged to and perfected by the Lender in accordance with the UCC, PPSA or any similar law which may be applicable), and (ii) all notes evidencing intercompany Indebtedness in favor of such Material Subsidiary, as the case may be, in accordance with the terms of the Security Documents; (c) deliver to the Collateral Agent copies of (i) UCC, PPSA or similar search reports for the applicable jurisdiction, federal, provincial, state or other tax Liens, judgment, litigation and bankruptcy reports dated a date reasonably near (but prior to) the date such Person becomes an Entity Guarantor and a party to the Security Agreement, listing all effective UCC, PPSA or similar financing statements, federal, provincial, state or other tax Liens, and judgment Liens which name such Person, as the debtor, and pending litigation and bankruptcies against such Person, and which are filed or pending, as applicable, in each jurisdiction in which UCC, PPSA or similar filings are to be made pursuant to this Agreement or the other Loan Documents and any other appropriate jurisdictions, together with copies of such financing statements (none of which (other than Permitted Liens) shall cover any of the Collateral), and (ii) search results from the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent any patents, trademarks or copyrights form a part of the Collateral being granted by such Person; (d) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (i) cause acknowledgment copies or confirmation statements of properly filed UCC or PPSA financing statements or such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative the Collateral Agent, in favor of Administrative such UCC or PPSA financing statements naming such Person as the debtor and the Collateral Agent (for as the benefit of each Lender in accordance with its Pro Rata Share)secured party, and (bb) filed under the UCC or PPSA as adopted in all applicable jurisdictions as may be necessary or appropriate to execute and deliver a perfect the first priority security agreement, substantially in interest of the form of Collateral Agent pursuant to the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; and (ii) pledge appropriate trademark, copyright and patent security agreements or supplements to Administrative be filed with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent relevant; and (e) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (for i) a pledge from any Loan Party that is the benefit direct parent of each Lender in accordance with such Material Subsidiary of its Pro Rata Share) the ownership interests Equity Interests in such Material Subsidiary in favor of the Lender pursuant to the Security Agreement (or a reaffirmation of such pledge agreement substantially if such direct parent is already a party to the Security Agreement), together with updated schedules to the Security Agreement setting forth such Loan Party’s Equity Interests in such Material Subsidiary, and (ii) any other Security Documents reasonably requested by the form Collateral Agent in respect of such Loan Party’s pledge of its Equity Interests in such Material Subsidiary in favor of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, howeverCollateral Agent, in no event shall (1) each case, in form and substance reasonably satisfactory to the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoCollateral Agent. (bf) In the event that Borrower creates the Parent or acquires any of its Subsidiaries completes an acquisition or a First Tier Foreign disposition subsequent to the commencement of the four consecutive Fiscal Quarter period specified in the definition of “Material Subsidiary” and on or prior to the date on which the transaction occurred that led to a determination of whether a Person became a Material Subsidiary, Borrower then the determination of whether such Person is a Material Subsidiary will be made giving pro forma effect to such acquisitions and dispositions (i) as if the same had occurred at the beginning of such period for the purpose of calculating Consolidated Total Revenue and (ii) on the last date of such period for the purpose of calculating Consolidated Total Assets. (g) The foregoing shall within ninety (90) days (unless a longer period is agreed to be accompanied with other documentary evidence, reasonably requested by the Administrative Agent), in a form reasonably satisfactory to the Administrative Agent, that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Material Subsidiary authorizing the relevant transactions, copies of such Material Subsidiary’s organizational documents, incumbency certificates of such Material Subsidiary, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.7. (h) The Borrower may cause Subsidiaries of the Parent that are not Material Subsidiaries to be Loan Parties for the purposes of this Agreement by causing such Subsidiary to execute and deliver each of the documents and instruments set forth in this Section 7.15 applicable to a Material Subsidiary, and such Subsidiary shall become a Loan Party effective upon the completion of such documents and instruments. (i) pledge For the avoidance of doubt, to Administrative the extent any Subsidiary is required under Section 7.12 to put in place a Mortgage in favor of the Collateral Agent on any Material Real Property, such Subsidiary will constitute a Material Subsidiary and shall comply with the requirements of this Section 7.15. (j) Notwithstanding any other term of the Loan Documents, the provisions of Section 7.12 and this Section 7.15 and the provisions of the Loan Documents with respect to Collateral and the obligation of a Subsidiary to provide a Subsidiary Guaranty need not be satisfied with respect to any Subsidiary acquired after the Closing Date to the extent that a pledge, security interest or Guarantee by such Subsidiary (or in the Equity Interests issued by such Subsidiary) is prohibited or restricted by applicable Law, rule, order, decree or regulation or any agreement with any Governmental Authority or third party or which would require governmental (including regulatory) or third party consent, approval, license or authorization to provide such security interest (after giving effect to the applicable anti-assignment provisions of the UCC, as applicable) or Guarantee (with no requirement to obtain the consent of any Governmental Authority or third party). For clarity, this Section 7.15(j) shall not apply at any time that, and for so long as (i) the aggregate amount contributed to Consolidated Total Revenue by all Subsidiaries that are not Material Subsidiaries exceeds ten percent (10.00%) of Consolidated Total Revenue for the benefit period of each Lender four consecutive Fiscal Quarters ending as of such date or (ii) the Consolidated Total Assets of all Subsidiaries that are not Material Subsidiaries exceeds ten percent (10.00%) of Consolidated Total Assets as of such date, all as calculated in accordance with its Pro Rata Share) sixty-six percent (66%) the provisions of the ownership interests in such foreign definition of “Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interestsSubsidiary.”

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) In the event that Borrower creates total assets equal to or acquires a domestic Material Subsidiary, or any Subsidiary greater than 90% of consolidated total assets of the Borrower that is not a Guarantor hereunder and its Domestic Subsidiaries (calculated as of the Closing Date guarantees end of the Borrower’s obligations under most recent fiscal period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), (y) revenues equal to or greater than 90% of the First Lien Credit Agreement, consolidated total revenues of the Borrower shall within forty-five and its Domestic Subsidiaries (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (calculated for the benefit of each Lender in accordance with its Pro Rata Sharemost recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), and (bbz) EBITDA (as determined for the Borrower and such Material Subsidiaries based on the definition of Consolidated EBITDA) equal to execute and deliver a security agreement, substantially in the form or greater than 90% of EBITDA of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in Borrower and its assets to secure the Guaranty; Domestic Subsidiaries (ii) pledge to Administrative Agent (as determined for the benefit Borrower and its direct and indirect Domestic Subsidiaries based on the definition of each Lender in accordance with its Pro Rata Share) Consolidated EBITDA and calculated for the ownership interests in such Material Subsidiary most recent Reference Period for which financial statements are required to be delivered pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; Section 6.01(a) and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are b)). No Domestic Subsidiary which is not a Subsidiary Guarantor and party (i) has total assets (including Equity Interests in other Subsidiaries) equal to a security agreement referred to in this subsection (a) exceed 20or greater than 5% of the consolidated total assets of the Borrower and its Subsidiaries (calculated as of the last day end of the most recent fiscal year of the Borrower period for which the Borrower has delivered audited financial statements are required to be delivered pursuant to Section 6.01(a) and (2b)); (ii) the aggregate amount of has revenues for all domestic Subsidiaries that are not a Guarantor and party equal to a security agreement exceed 20or greater than 5% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent fiscal year Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)); or (iii) has EBITDA (as determined individually for such Domestic Subsidiary based on the definition of Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Consolidated EBITDA and calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Subsidiary that is not a Subsidiary Guarantor has guaranteed any Indebtedness under the Existing Revolver Credit Agreement, the 2008 Term Loan Agreement or any other Indebtedness of the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the or any other provisions of this subsection (a) as required to comply with this provisoLoan Party. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) 6.13.1 In the event that Borrower creates or acquires a domestic Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) 6.13.2 In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six five percent (6665%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) In If the event that Borrower creates or acquires a domestic Material Subsidiary, Subsidiary or if any Subsidiary of the Borrower that is not becomes a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit AgreementMaterial Subsidiary, the Borrower shall within forty-five will promptly notify the Bank of same. Promptly following the Material Subsidiary Date for any such Subsidiary, the Borrower will obtain from the relevant Material Subsidiary (45if it is a Domestic Material Subsidiary) days (unless a longer period is agreed and deliver to by Administrative Agent) the Bank (i) cause a guaranty by such Domestic Material Subsidiary of the obligations of the Borrower under this letter agreement, the Notes and the other Loan Documents, (ii) security agreements granting to the Bank a security interest in all assets of such Domestic Material Subsidiary, together with all filings needed to perfect such security interest and appropriate landlord's waivers, (iii) certificates of appropriate governmental authorities as to the legal existence, qualification and good standing of such Domestic Material Subsidiary, (iv) a Secretary's Certificate as to such Domestic Material Subsidiary's charter documents and by-laws, the incumbency and signatures of such Domestic Material Subsidiary's officers, and the resolutions of such Domestic Material Subsidiary's Board of Directors (and, if necessary, stockholders) approving the aforesaid guaranty and security agreements, and (v) an opinion of such Domestic Material Subsidiary's counsel as to the Domestic Material Subsidiary's legal existence, qualification and good standing, such Domestic Material Subsidiary's legal capacity, due corporate approval of the guaranty and the security agreements, enforceability of the guaranty and the security agreements in accordance with their respective terms, no need for third party consents, no breach of other agreements, orders or decrees or of applicable laws, no litigation, perfection of security interest and other Subsidiary matters, all of the documents described in clauses (aai)-(v) of this sentence to execute and deliver a Guaranty, be satisfactory in form and substance satisfactory to Administrative Agentthe Bank. As used herein, in favor a "Domestic Material Subsidiary" is any Material Subsidiary which (i) is incorporated under the laws of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form any state or other political subdivision of the Security AgreementUnited States, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for has its chief executive offices within the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and United States, (iii) unless otherwise required by has a principal place of business within the Intercreditor AgreementUnited States, deliver to Administrative Agent and/or (for the benefit of each Lender in accordance with its Pro Rata Shareiv) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate has any material amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of within the total assets of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoUnited States. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) In the event that Borrower creates total assets equal to or acquires a domestic Material Subsidiary, or any Subsidiary greater than 90% of consolidated total assets of the Borrower that is not a Guarantor hereunder and its Domestic Subsidiaries (calculated as of the Closing Date guarantees end of the Borrower’s obligations under most recent fiscal period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)), (y) revenues equal to or greater than 90% of the First Lien Credit Agreement, consolidated total revenues of the Borrower shall within forty-five and its Domestic Subsidiaries (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (calculated for the benefit of each Lender in accordance with its Pro Rata Sharemost recent rolling four (4) quarter period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)), and (bbz) EBITDA (as determined for the Borrower and such Material Subsidiaries based on the definition of EBITDA) equal to execute and deliver a security agreement, substantially in the form or greater than 90% of EBITDA of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in Borrower and its assets to secure the Guaranty; Domestic Subsidiaries (ii) pledge to Administrative Agent (as determined for the benefit of each Lender in accordance with Borrower and its Pro Rata Sharedirect and indirect Domestic Subsidiaries based on the definition EBITDA and calculated for the most recent rolling four (4) the ownership quarter period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)). No Domestic Subsidiary which is not a Subsidiary Guarantor (i) has total assets (including equity interests in such Material Subsidiary pursuant other Subsidiaries) equal to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20greater than 5% of the consolidated total assets of the Borrower and its Subsidiaries (calculated as of the last day end of the most recent fiscal year of the Borrower period for which the Borrower has delivered audited financial statements are required to be delivered pursuant to Section 5.01(a) and (2b)); (ii) the aggregate amount of has revenues for all domestic Subsidiaries that are not a Guarantor and party equal to a security agreement exceed 20or greater than 5% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent fiscal year rolling four (4) quarter period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the definition of EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of EBITDA and calculated for the most recent rolling four (4) quarter period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)). No Subsidiary that is not a Subsidiary Guarantor has guaranteed any Indebtedness under the 2011 Term Loan Agreement, the Revolver Facility or any other Indebtedness of the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the or any other provisions of this subsection (a) as required to comply with this provisoLoan Party. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.”

Material Subsidiaries. Concurrently with the creation or acquisition of any Material Subsidiary, (a) In the event that Borrower creates or acquires if such Material Subsidiary is a domestic Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) it to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of the Administrative Agent (for a supplement to the benefit Guaranty Agreement delivered on the Closing Date substantially in the form of each Lender in accordance with its Pro Rata Share), Exhibit A to such Guaranty Agreement and (bbii) either (A) if such Material Subsidiary is a Subsidiary of a Person who is a pledgor under an existing Pledge and Security Agreement, a supplement substantially in the form of Exhibit A to execute such Pledge and deliver Security Agreement with respect to one hundred percent (100%) of the ownership interests of such Material Subsidiary and (B) if the owner of the capital stock or other ownership interests in such Material Subsidiary is not such a security agreementpledgor, a Pledge and Security Agreement, substantially in the form of the Security AgreementExhibit H, granting a security Quantum Corporation Term Loan Agreement interest in its assets executed by such Person with respect to secure the Guaranty; one hundred percent (ii100%) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests interest in such Material Subsidiary, (b) if such Material Subsidiary pursuant to is not a pledge agreement substantially in domestic Subsidiary, cause the form owner of the Stock Pledge Agreement; and (iii) unless otherwise required by capital stock or other ownership interests therein to provide to the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender a first priority, perfected security interest in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 2065% of the total assets issued and outstanding capital stock of such Material Subsidiary which is owned by the pledgor, pursuant to documentation which is in form and substance reasonably acceptable to the Administrative Agent and (c) regardless of whether such Material Subsidiary is a domestic Subsidiary, cause to be delivered to the Administrative Agent such other documents as the Agents or Required Lenders shall reasonably request in connection therewith, including without limitation, officers' certificates, financial statements, opinions of counsel, resolutions, charter documents, certificates of existence and authority to do business and any other closing certificates and documents described in Section 4.2 and such stock certificates, stock powers, UCC Financing Statements and notices as the Administrative Agent may deem necessary to perfect its Lien thereon. At all times during the term of this Agreement the Borrower and its Material Subsidiaries as of the last day of the most recent fiscal year of the Borrower shall account for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20at least 85% of the both total assets and total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoConsolidated Subsidiaries. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) In the event that any Person becomes a Material Subsidiary of Parent or the Borrower creates after the Closing Date, Parent or acquires a domestic the Borrower will, and will cause the applicable Material Subsidiary, (i) (1) in the case of any newly formed or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreementacquired Subsidiary, the Borrower shall within forty-five (45) days after such Person becomes a Material Subsidiary (unless or such later date as the Administrative Agent may agree in its sole discretion) or (2) in the case of any Immaterial Subsidiary becoming a longer period is agreed Material Subsidiary, within forty-five (45) days after the end of the fiscal quarter in which such Person becomes a Material Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion), to by Administrative Agent) (i) cause such Material Subsidiary Person to become (A) a Guarantor and “Grantor” or “Debtor”, as applicable, and, if applicable, a “Mortgagor” (or other Subsidiary similar term, each as defined in the relevant Security Document) by (aax) executing and delivering to execute Collateral Agent a counterpart agreement, amendment or supplement to each applicable Security Document in accordance with its terms and deliver a Guaranty, in form and substance satisfactory to (y) if requested by the Administrative Agent, in favor of Administrative entering into or amending a Security Document with the Collateral Agent (for the benefit of each Lender the Secured Parties to create a first priority security interest and Lien in accordance the assets of such Material Subsidiary and providing such other documents with its Pro Rata Share), respect to Real Property Rights or other real property Collateral and (bbB) to execute and deliver a security agreementthe extent not yet or otherwise required by the Security Documents, substantially in the form pledge or cause to be pledged all of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets Equity Interests of any such Material Subsidiary (or any other Material Joint Venture) to secure the Guaranty; (ii) pledge to Administrative Collateral Agent (for the benefit of the Secured Parties, together with an appropriate undated transfer power for each Lender certificate duly executed in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required blank by the Intercreditor Agreementregistered owner thereof, deliver to Administrative Agent (be delivered to the Collateral Agent, for the benefit of each Lender the Secured Parties, free and clear of all Liens (other than, with respect to any Collateral (other than any Equity Interests), Permitted Liens, and in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% case of the total assets Equity Interests, non-consensual obligations imposed by operation of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (alaw) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates reasonably requested by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interestsMajority Lenders.

Material Subsidiaries. (a) In the event that Borrower creates any Person is or acquires becomes a domestic direct or indirect Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreementany Loan Party, the Borrower shall notify each Agent of each such event or transaction concurrently with the delivery of the deliverables for the Closing Date and with each Compliance Certificate. Each Material Subsidiary of a Loan Party shall within forty-five thirty (4530) days after becoming a Material Subsidiary (unless or such later date as may be agreed by the Administrative Agent in its sole and absolute discretion): (a) become (if not already a longer period is agreed party thereto) a party to the Entity Guaranty, the Security Agreement and any other Security Document requested by Administrative the Collateral Agent, in a manner reasonably satisfactory to the Collateral Agent; (b) pursuant to, and to the extent required by, the Security Agreement (taking into account any thresholds, carve-outs or other limitations set forth therein) , pledge (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent for the benefit of the Lenders (i) cause all of the outstanding Equity Interests owned directly by such Material Subsidiary Subsidiary, along with undated stock or other Subsidiary powers for such certificates, executed in blank (aaor, if any such Equity Interests are uncertificated, or if any such certificates cannot be located after reasonable efforts exercised by such Material Subsidiary, confirmation and evidence satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been pledged to and perfected by the Lender in accordance with the UCC, PPSA or any similar law which may be applicable), and (ii) all notes evidencing intercompany Indebtedness in favor of such Material Subsidiary, as the case may be, in accordance with the terms of the Security Documents; (c) deliver to the Collateral Agent copies of (i) UCC, PPSA or similar search reports for the applicable jurisdiction, federal, provincial, state or other tax Liens, judgment, litigation and bankruptcy reports dated a date reasonably near (but prior to) the date such Person becomes an Entity Guarantor and a party to the Security Agreement, listing all effective UCC, PPSA or similar financing statements, federal, provincial, state or other tax Liens, and judgment Liens which name such Person, as the debtor, and pending litigation and bankruptcies against such Person, and which are filed or pending, as applicable, in each jurisdiction in which UCC, PPSA or similar filings are to be made pursuant to this Agreement or the other Loan Documents and any other appropriate jurisdictions, together with copies of such financing statements (none of which (other than Permitted Liens) shall cover any of the Collateral), and (ii) search results from the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent any patents, trademarks or copyrights form a part of the Collateral being granted by such Person; (d) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to execute and deliver a Guaranty, the Collateral Agent (i) acknowledgment copies or confirmation statements of properly filed UCC or PPSA financing statements or such other in form and substance satisfactory to Administrative the Collateral Agent, in favor of Administrative such UCC or PPSA financing statements naming such Person as the debtor and the Collateral Agent (for as the benefit of each Lender in accordance with its Pro Rata Share)secured party, and (bb) filed under the UCC or PPSA as adopted in all applicable jurisdictions as may be necessary or appropriate to execute and deliver a perfect the first priority security agreement, substantially in interest of the form of Collateral Agent pursuant to the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; and (ii) pledge appropriate trademark, copyright and patent security agreements or supplements to Administrative be filed with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent relevant; and (e) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (for i) a pledge from any Loan Party that is the benefit direct parent of each Lender in accordance with such Material Subsidiary of its Pro Rata Share) the ownership interests Equity Interests in such Material Subsidiary in favor of the Lender pursuant to the Security Agreement (or a reaffirmation of such pledge agreement substantially if such direct parent is already a party to the Security Agreement), together with updated schedules to the Security Agreement setting forth such Loan Party’s Equity Interests in such Material Subsidiary, and (ii) any other Security Documents reasonably requested by the form Collateral Agent in respect of such Loan Party’s pledge of its Equity Interests in such Material Subsidiary in favor of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, howeverCollateral Agent, in no event shall (1) each case, in form and substance reasonably satisfactory to the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoCollateral Agent. (bf) In the event that Borrower creates the Parent or acquires any of its Subsidiaries completes an acquisition or a First Tier Foreign disposition subsequent to the commencement of the four consecutive Fiscal Quarter period specified in the definition of “Material Subsidiary” and on or prior to the date on which the transaction occurred that led to a determination of whether a Person became a Material Subsidiary, Borrower then the determination of whether such Person is a Material Subsidiary will be made giving pro forma effect to such acquisitions and dispositions (i) as if the same had occurred at the beginning of such period for the purpose of calculating Consolidated Total Revenue and (ii) on the last date of such period for the purpose of calculating Consolidated Total Assets. (g) The foregoing shall within ninety (90) days (unless a longer period is agreed to be accompanied with other documentary evidence, reasonably requested by the Administrative Agent), in a form reasonably satisfactory to the Administrative Agent, that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Material Subsidiary authorizing the relevant transactions, copies of such Material Subsidiary’s organizational documents, incumbency certificates of such Material Subsidiary, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.7. (h) The Borrower may cause Subsidiaries of the Parent that are not Material Subsidiaries to be Loan Parties for the purposes of this Agreement by causing such Subsidiary to execute and deliver each of the documents and instruments set forth in this Section 7.15 applicable to a Material Subsidiary, and such Subsidiary shall become a Loan Party effective upon the completion of such documents and instruments. (i) pledge For the avoidance of doubt, to Administrative the extent any Subsidiary is required under Section 7.12 to put in place a Mortgage in favor of the Collateral Agent on any Material Real Property, such Subsidiary will constitute a Material Subsidiary and shall comply with the requirements of this Section 7.15. (j) Notwithstanding any other term of the Loan Documents, the provisions of Section 7.12 and this Section 7.15 and the provisions of the Loan Documents with respect to Collateral and the obligation of a Subsidiary to provide a Subsidiary Guaranty need not be satisfied with respect to any Subsidiary acquired after the Closing Date to the extent that a pledge, security interest or Guarantee by such Subsidiary (or in the Equity Interests issued by such Subsidiary) is prohibited or restricted by applicable Law, rule, order, decree or regulation or any agreement with any Governmental Authority or third party or which would require governmental (including regulatory) or third party consent, approval, license or authorization to provide such security interest (after giving effect to the applicable anti-assignment provisions of the UCC, as applicable) or Guarantee (with no requirement to obtain the consent of any Governmental Authority or third party). For clarity, this Section 7.15(j) shall not apply at any time that, and for so long as (i) the aggregate amount contributed to Consolidated Total Revenue by all Subsidiaries that are not Material Subsidiaries exceeds ten percent (10.00%) of Consolidated Total Revenue for the benefit period of each Lender four consecutive Fiscal Quarters ending as of such date or (ii) the Consolidated Total Assets of all Subsidiaries that are not Material Subsidiaries exceeds ten percent (10.00%) of Consolidated Total Assets as of such date, all as calculated in accordance with its Pro Rata Share) sixty-six percent (66%) the provisions of the ownership interests in such foreign definition of “Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interestsSubsidiary.”

Material Subsidiaries. (a) In the event that Borrower creates or acquires a domestic Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for Quantum Corporation Credit Agreement which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) In the event that Borrower or any Domestic Subsidiary creates or acquires (including, for the avoidance of doubt, pursuant to a Permitted Merger) a domestic Material Subsidiary, Borrower or any such Domestic Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent)-40- (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative AgentLender, in favor of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share)Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests of Borrower or such Domestic Subsidiary in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares share certificates to the extent such equity interest are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Domestic Subsidiaries that are not a Guarantor Guarantors and party parties to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Domestic Subsidiaries that are not a Guarantor Guarantors and party parties to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower or such Domestic Subsidiary shall, from time to time, cause such additional domestic Domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that Borrower or any Subsidiary creates or acquires (including, for the avoidance of doubt, pursuant to a Permitted Merger) a First Tier Foreign Subsidiary, then Borrower or such Subsidiary shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) Lender) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six five percent (6665%) of the ownership interests in such foreign Material Subsidiary owned by Borrower or such Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent Lender requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (ai) In The Borrower shall (x) upon the event direct or indirect formation or acquisition by the Parent of a Material Subsidiary or (y) from time to time, designate such Material Subsidiaries as it shall determine as Material Subsidiaries and shall notify the Administrative Agent that Borrower creates such Person has become a Material Subsidiary and furnish the Administrative Agent with the name, date and jurisdiction of formation, description of business and principal place of business address of each Material Subsidiary and shall cause each Material Subsidiary to provide to the Administrative Agent for the benefit of the Lenders, within 30 days (or acquires such later date as the Administrative Agent may agree to, acting reasonably) of it becoming a domestic Material Subsidiary, or any Subsidiary the following: (A) an unconditional guarantee of the Borrower that is not a Guarantor hereunder as obligations of the Credit Parties by such Subsidiary in a form substantially similar to the guarantees delivered by the Credit Parties on the Tranche A Closing Date guarantees Date; (B) such Security Documents and other documents (including financing statements, notices of security, consents, approvals, acknowledgements, undertakings, subordinations, discharges, waivers, directions, negotiable documents of title and other documents and instruments), and registrations with respect thereto, as the Borrower’s obligations under Administrative Agent determines, acting reasonably, are necessary or desirable in order to create a first priority perfected Lien (subject only to Permitted Liens which rank by law in priority or Permitted Liens which are subject to the First Lien Credit Intercreditor Agreement) in all Assets of such Subsidiary and all Equity Securities in the capital of such Subsidiary (including, to the Borrower shall within forty-five extent such Equity Securities are certificated, delivery to the Revolving Lender or the Administrative Agent of certificates evidencing Equity Securities along with appropriate stock powers of attorney in respect of any such Equity Securities pursuant to the Intercreditor Agreement and the Security Documents); and (45C) days (unless a longer period is agreed to such corporate resolutions, certificates, legal opinions and such other documents and registrations as may be reasonably required by the Administrative Agent) (i) cause ; all such Material Subsidiary or other Subsidiary (aa) deliveries to execute and deliver a Guaranty, be in form and substance satisfactory to the Administrative Agent, in favor of Administrative Agent (acting reasonably, with sufficient copies for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; Lender. (ii) pledge The Borrower shall be entitled to request that a Material Subsidiary which is, or has been designated, a Material Subsidiary no longer be a Material Subsidiary. Upon providing an officer’s certificate of the Borrower confirming that no Default or Event of Default has occurred and is continuing (excluding, for certainty, any Default or Event of Default which would no longer exist as a result of such redesignation) and no Default or Event of Default would result from giving effect to such request and the Administrative Agent (for determining that no Default or Event of Default would result from giving effect to such request, the benefit Administrative Agent shall confirm in writing the redesignation of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to as a pledge agreement substantially in Non-Material Subsidiary and shall cancel, release and, if applicable, return the form of the Stock Pledge Agreement; and Security granted by such Subsidiary. (iii) unless otherwise required by If a Subsidiary becomes a Material Subsidiary, the Intercreditor AgreementBorrower shall ensure at all times that it beneficially owns either directly or indirectly through one or more Material Subsidiaries, deliver to Administrative Agent (for all of the benefit issued and outstanding shares, partnership interests or other economic and voting interests in the capital stock of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; providedMaterial Subsidiary. Notwithstanding anything herein contained, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% any Material Subsidiary of the total assets Parent incorporated, existing or formed outside of Canada or the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are United Kingdom will not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as be required to comply with provide a Guarantee or Security hereunder and further is not considered a Credit Party under this provisoAgreement. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. From and after the date of this Amendment, Subparagraph (a) of Section 6.13 of the Term Loan Agreement is amended and restated in its entirety as follows: (a) In the event that Borrower creates or acquires a domestic Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent recently ended fiscal year quarter of the Borrower for which the Borrower has delivered audited financial statements and statementsand (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent recently ended period of four (4) consecutive fiscal year quarters of the Borrower for which the Borrower has delivered audited financial statements and statementsand the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests."

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) In the event that Borrower creates total assets equal to or acquires a domestic Material Subsidiary, or any Subsidiary greater than 90% of consolidated total assets of the Borrower that is not a Guarantor hereunder and its Domestic Subsidiaries (calculated as of the Closing Date guarantees end of the Borrower’s obligations under most recent fiscal period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), (y) revenues equal to or greater than 90% of the First Lien Credit Agreement, consolidated total revenues of the Borrower shall within forty-five and its Domestic Subsidiaries (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (calculated for the benefit of each Lender in accordance with its Pro Rata Sharemost recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), and (bbz) EBITDA (as determined for the Borrower and such Material Subsidiaries based on the definition of Consolidated EBITDA) equal to execute and deliver a security agreement, substantially in the form or greater than 90% of EBITDA of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in Borrower and its assets to secure the Guaranty; Domestic Subsidiaries (ii) pledge to Administrative Agent (as determined for the benefit Borrower and its direct and indirect Domestic Subsidiaries based on the definition of each Lender in accordance with its Pro Rata Share) Consolidated EBITDA and calculated for the ownership interests in such Material Subsidiary most recent Reference Period for which financial statements are required to be delivered pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; Section 6.01(a) and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are b)). No Domestic Subsidiary which is not a Subsidiary Guarantor and party (i) has total assets (including Equity Interests in other Subsidiaries) equal to a security agreement referred to in this subsection (a) exceed 20or greater than 5% of the consolidated total assets of the Borrower and its Subsidiaries (calculated as of the last day end of the most recent fiscal year of the Borrower period for which the Borrower has delivered audited financial statements are required to be delivered pursuant to Section 6.01(a) and (2b)); (ii) the aggregate amount of has revenues for all domestic Subsidiaries that are not a Guarantor and party equal to a security agreement exceed 20or greater than 5% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent fiscal year Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the definition of Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Consolidated EBITDA and calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Subsidiary that is not a Subsidiary Guarantor has guaranteed any Indebtedness under the Existing Term Loan Agreements or any other Indebtedness of the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the or any other provisions of this subsection (a) as required to comply with this provisoLoan Party. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) In the event that Borrower creates or acquires a domestic Material Subsidiary, or any Subsidiary of the Borrower that is not a Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form of the General Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six five percent (6665%) of the ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the security interest in such pledged ownership interests.