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Ellis-Middlefield Industrial Park (Mountain View, CA) - Collateral Assignment of Sublease - VERITAS Software Corp., Fairchild Semiconductor Corp. and First Security Bank NA

CT 804852SMC/I

100 North Tryon Street, Floor 47
Charlotte, North Carolina 28202-4003
Attention: Lea Stromire Johnson

(Space Above for Recorder's Use)
APN 160-53-003


supplemented, restated and/or replaced from time to time, the 'Assignment'),
dated as of April 23, 1999, is made by Veritas Software Corporation, a Delaware
corporation, doing business in California as Veritas Storage Management Corp.
('Sublessor'), having an address of 1600 Plymouth Street, Mountain View,
California 94043, to First Security Bank, National Association, not
individually but solely as Owner Trustee under the VS Trust 1999-1 (the 'Owner
Trustee') having an address of 79 South Main Street, Salt Lake City, Utah
84111. To the extent any capitalized term is not defined herein, such term
shall have the meaning set forth in Appendix A to the Participation Agreement
among the Sublessor, the Owner Trustee, the various banks or other lending
institutions which are parties thereto from time to time as Lenders and Holders
and NationsBank, N.A., a national banking association, as agent for the Lenders
and Holders (the 'Participation Agreement').

                                R E C I T A L S

     A.   The Sublessor is the current sublessor of certain real property more
particularly described on Exhibit A attached hereto (the 'Premises'), pursuant
to a certain sublease agreement dated as of April 23, 1999, between Sublessor,
as Sublessor, and Fairchild Semiconductor Corporation, a Delaware corporation,
as Sublessee (the sublease together with any and all renewals, extensions,
amendments and supplements thereto is hereafter referred to as the 'Sublease').

     B.   As a condition to the execution of the Operative Agreements,
Sublessor is required to enter into this Assignment to secure the payment and
performance of any and all indebtedness, liabilities, obligations and other
amounts owing under the Operative Agreements to Owner Trustee, whether now or
hereafter disbursed and existing, as amended, modified, extended, renewed or
replaced from time to time as well as the payment and performance obligations
related to this Assignment (collectively, the 'Liabilities').

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublessor hereby agrees with Owner Trustee as follows:

     1.   Subject to the provisions of Paragraph 2 of this Assignment, and as
collateral security for the payment and performance of the Liabilities,
Sublessor hereby assigns, transfers and sets over to Owner Trustee any and all
of Sublessor's right, title and interest, powers, privileges and other benefits
as sublessor, grantor, lessee or grantee under the Sublease, including, without
limitation, (a) proceeds thereof, (b) the right to enter upon, take possession
of and use any and all property leased or granted to Sublessor, (c) the right
to make all waivers and agreements, to give all notices, consents and releases,
to take all action upon the happening of any default giving rise to a right in
favor of Sublessor under the Sublease and (d) to do any and all other things
whatsoever which Sublessor is or may become entitled to do under the Sublease.

     2.   During the occurrence and continuance of a Lease Event of Default,
Sublessor agrees that, to the extent permitted by law, at the option of Owner
Trustee and in addition to such other rights and remedies as may be afforded to
Owner Trustee under the Operative Agreements, by law or in equity, Owner
Trustee shall have the right, without giving further notice to or obtaining the
consent of Sublessor, to exercise, enforce or avail itself of any of the
rights, powers, privileges, authorizations or benefits assigned and transferred
to Owner Trustee pursuant to this Assignment, including, without limitation,
the right to enter upon and take possession of the Premises by or through its
own action or that of any agents or assigns, in which event Sublessor agrees to
peacefully vacate and surrender the Premises to Owner Trustee or its agents or
assigns, together with all improvements, appurtenances, machinery, equipment,
furniture, furnishings, fixtures and other property of Sublessor then situated
thereon or attached thereto to the extent such have been financed pursuant to
the Operative Agreements or to the extent such is reasonably required to
operate the Premises. Thereafter, any expenses, including, without limitation,
rent incurred by Owner Trustee in connection with its entry upon and possession
of the Premises and the aforesaid appurtenances thereto and improvements
thereon shall, to the extent permitted by applicable law, be deemed to be
additional obligations of Sublessor pursuant to the Operative Agreements.

     3.   This Agreement is executed only as security for the Liabilities and,
therefore, the execution and delivery of this Assignment shall not subject
Owner Trustee to, or transfer or pass to Owner Trustee or in any way affect or
modify, the liability of Sublessor under the Sublease, it being understood and
agreed that, notwithstanding this Assignment or any subsequent assignment, all
of the obligations of Sublessor to each and every other party, under the
Sublease shall be and remain enforceable by such other party, its successors
and assigns, against, but only against, Sublessor or persons other than Owner
Trustee and its successors and assigns.

     4.   To protect the security afforded by this Assignment, Sublessor agrees
as follows:

          (a)  Subject to any express provision within the respective Sublease
     which may grant the Sublessor a right to contest, Sublessor shall
     faithfully abide by, perform and discharge each and every material
     obligation, covenant, condition, duty and agreement which the Sublease
     provides are to be performed by Sublessor.


          (b)  Should Sublessor fail to perform or discharge its obligations or
duties under the Sublease as required in Paragraph 4(a) above or under this
Assignment, then Owner Trustee may, but shall have no obligation to (and shall
not thereby release Sublessor from any Liability hereunder), perform or
discharge any such obligation or duty under the Sublease to such extent as
Owner Trustee may deem necessary or advisable to protect the security provided
hereby, including appearing in and defending any action or proceeding
purporting to affect the security hereof or the rights or powers of Owner
Trustee hereunder. In exercising any such powers, Owner Trustee may pay
necessary and advisable costs (including, without limitation, reasonable
attorneys' fees and expenses), and all such expenses paid or incurred by Owner
Trustee shall be additional obligations of Sublessor pursuant to the Operative

          (c)  During the occurrence and continuance of a Lease Event of
Default, Owner Trustee shall have the right to assign Sublessor's rights and
interests in the Sublease.

     5.   During the occurrence and continuance of a Lease Event of Default,
Sublessor does hereby irrevocably appoint Owner Trustee as Sublessor's true and
lawful attorney, with full power (in the name of Sublessor or otherwise) to
ask, require, demand, receive and give acquittance for every payment under or
arising out of the Sublease to which Sublessor is or may become entitled,
including, without limitation, to enforce compliance by any other party with
any term or provision of the Sublease, to endorse each and every check or other
instrument or order in connection therewith, and to file any claim, take any
action, or institute any proceeding which Owner Trustee may deem to be
necessary or advisable.

     6.   Until the Liabilities are fully paid and discharged, this Assignment
and all representations, warranties, covenants, agreements, grants of security
and other terms and provisions hereof shall remain in full force and effect. No
termination or cancellation (regardless of cause or procedure) of this
Assignment shall in any way affect or impair the powers, obligations, duties,
rights and liabilities of Sublessor or Owner Trustee in any way or respect
relating to any transaction or event occurring prior to such termination or
cancellation which shall survive such termination or cancellation.

     7.   Sublessor shall, from time to time, do and perform any other act or
acts and shall execute, acknowledge, deliver and file, register, record (and
shall re-file, re-register and re-record whenever required) any further
instruments, including, without limitation, any extensions and renewals
thereof, or substitutions therefor required by law or reasonably requested by
Owner Trustee in order to confirm, or further assure, the interests of Owner
Trustee hereunder. Without limiting the foregoing, the Sublessor hereby
authorizes the Owner Trustee to take all such actions and measures to record
this Assignment in appropriate real estate offices where the Premises are

     8.   Sublessor shall cause a copy of every notice or communication
received from any of the other parties to the Sublease, which notices or
communication shall notify Sublessor of any material default, event of default,
material breach or other material violation on the part of


Sublessor under the Sublease, to be delivered to Owner Trustee within ten (10)
business days of Sublessor's receipt of said notice or communication in the
manner and at the place provided for in the Participation Agreement for the
giving of notices thereunder, or at such other address or in such other manner
as Owner Trustee shall designate. Sublessor shall similarly notify Owner
Trustee upon receiving notice of the filing or any bankruptcy petition by or
against, or the institution of any insolvency or reorganization proceeding
involving the lessee under the Sublease and any material notices, summonses,
pleadings, applications and other documents received by Sublessor in connection
with any such proceeding.

     9.   Owner Trustee hereby agrees with Sublessor so long as no Lease Event
of Default has occurred and is continuing, (i) Owner Trustee shall neither
exercise, enforce or avail itself of, nor seek to exercise, enforce or avail
itself of any of the rights, powers, privileges, authorizations or benefits
assigned and transferred to Owner Trustee pursuant to this Assignment, and (ii)
Sublessor may exercise or enforce, or seek to exercise or enforce such rights,
powers, privileges, authorizations or benefits under the Sublease.

     10.  This Agreement shall be governed and controlled by the internal laws
of the State of California.

     11.  If any provision of this Assignment or the application thereof to
Sublessor or any circumstance is held invalid or unenforceable, the remainder
of this Assignment and the application of such provision will not be affected
thereby and the provisions of this Agreement shall be severable in any such

     12.  This Assignment shall be binding upon and inure to the benefit of the
successors and assigns of Sublessor, Owner Trustee and their respective
successors and assigns, all subject to any restriction on successions or
assignments provided for in the Operative Agreements.

     13.  Any notice(s) required or desired to be given to Owner Trustee or
Sublessor hereunder shall be delivered to the recipient party in the manner and
at the place provided for in the Participation Agreement for the giving of
notices thereunder.


     IN WITNESS WHEREOF, this instrument is executed by Sublessor as of the
date hereinabove written.

                                   VERITAS SOFTWARE CORPORATION*

                                   By:   /s/ KEN LONCHAR
                                   Name: Ken Lonchar
                                   Title: Sr. VP & CFO

*  doing business in California as Veritas Storage Management Corp.



     On April 20, 1999 before me, Rosa Elizabeth Carretero, Notary Public in and
for said County and State, personally appeared Ken Lonchar as CFO of Veritas
Software Corporation, a Delaware corporation, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted executed the

WITNESS my hand and official seal.

Signature /s/ Rosa Elizabeth Carretero


                                   Exhibit A

All that certain Real Property in the City of Mountain View, County of Santa
Clara, State of California, described as follows:

All of Lot 23, as shown upon that certain Map entitled, 'Tract No. 2724 Ellis-
Middlefield Industrial Park', which Map was filed for Record in the Office of
the Recorder of the County of Santa Clara, State of California, on June 16,
1960 in Book 121 of Maps, at Pages 40, 41, 42, 43 and 44.

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