July 5, 1996
Greyrock Business Credit,
a Division of NationsCredit Commercial Corporation
000 X. Xxxxxxxxxxx Xxxx. Xxxxx 000
Xx Xxxxxxx, XX 00000
Gentlemen:
Reference is made to the Loan and Security Agreement between us (the "Loan
Agreement") and the documents and agreements relating thereto (collectively, the
"Loan Documents").
Reference is also made to the Indemnity Agreement (the "Indemnity
Agreement") which, at our request, you are concurrently executing and delivering
to Union Bank of California ("Bank").
This will confirm our agreement to indemnify and hold you harmless from and
against any and all losses, liabilities, demands, obligations, actions, costs
and expenses (including, without limitation, reasonable attorneys' fees), which
you may sustain or incur, based upon, arising out of, or relating to the
Indemnity Agreement.
This will also confirm our agreement (i) not to permit any overdrafts to
occur in the Deposit Account (as defined in the Indemnity Agreement), (ii) to
furnish good funds to the Bank to offset against any returned items deposited in
the Deposit Account upon written notice thereof from the Bank, and (iii) to
cease utilizing the Deposit Account on and after July 15, 1996.
This will also confirm our approval of the Demand for Payoff of the Bank
dated July 3, 1996 in the amount of $12,796,940.50, and we request that you
disburse, from the Loans being made to us pursuant to the Loan Documents, said
sum in accordance with the instructions of Union Bank (which disbursement may be
through the title company).
Sincerely yours,
QAD, INC.
By
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Accepted and agreed:
GREYROCK BUSINESS CREDIT,
a Division of NationsCredit Commercial Corporation
By
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