0001140361-12-028840 Sample Contracts

ISDA®
2002 Master Agreement • June 5th, 2012 • Qad Inc • Services-prepackaged software • Delaware

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

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DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (Santa Barbara County, California) THIS DOCUMENT SERVES AS A FINANCING STATEMENT FILED AS A FIXTURE FILING UNDER SECTION 9-502 OF THE CALIFORNIA UNIFORM COMMERCIAL CODE
Deed of Trust • June 5th, 2012 • Qad Inc • Services-prepackaged software • California

This deed of trust is dated as of May 30, 2012. It is by QAD ORTEGA HILL, LLC, a Delaware limited liability company (d/b/a QAD OH, LLC in California) (“Grantor”) , as trustor and debtor, to and in favor of Rabobank, N.A., a national banking association (“Trustee”), whose address is 33 East Carrillo Street, Santa Barbara, Santa Barbara, California 93101, for the benefit of RABOBANK, N.A., a national banking association (“Lender”) on behalf of itself and, if Borrower enters into Interest Hedging Agreements with Swap Counterparties, as agent for the other Secured Parties (as defined herein) ("Beneficiary"), as beneficiary and secured party.

CREDIT AGREEMENT
Credit Agreement • June 5th, 2012 • Qad Inc • Services-prepackaged software • California

This agreement is dated as of May 30, 2012. It is between QAD ORTEGA HILL, LLC, a Delaware limited liability company (“Borrower”) and RABOBANK, N.A., a national banking association (“Lender”).

ISDA®
2002 Master Agreement • June 5th, 2012 • Qad Inc • Services-prepackaged software • New York
REAL ESTATE TERM LOAN NOTE
Real Estate Term Loan Note • June 5th, 2012 • Qad Inc • Services-prepackaged software

This note is referred to in, and is subject to the terms and conditions of the Credit Agreement. Without limitation, the Credit Agreement contains provisions for acceleration of the maturity hereof upon the occurrence of certain stated events.

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