Confirmation of a Swap Transaction between between the Registrant and Rabobank, N.A. effective as of June 4, 2012

Rabobank N.A.
Derivative Confirmations
Office Address		915 Highland Pointe Drive Suite 350, Roseville, CA 95678
Telephone		916 ###-###-####
Fax		916 ###-###-####

The purpose of this letter agreement is to set forth the terms and conditions of the swap transaction traded between RABOBANK NA, ROSEVILLE (''Rabobank'') and QAD ORTEGA HILL, LLC, SANTA BARBARA (''Counterparty'') on the trade date specified below (the ''Transaction''). This letter agreement constitutes a ''Confirmation'' as referred to in the Agreement specified below.

Notwithstanding anything to the contrary in the Agreement, the definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. (the ''Definitions'') are incorporated into this Confirmation. To the extent that there is any inconsistency between those Definitions and Provisions and this Confirmation, this Confirmation will govern. For the purposes of the Definitions, all references to a ''Transaction'' in this Confirmation shall also be deemed to be references to a ''Swap Transaction''.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of an ISDA Master Agreement, with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this Confirmation will supplement, form a part of, and be subject to that agreement. All provisions contained in or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to an ISDA Master Agreement (each a ''Confirmation'') confirming transactions (each a ''Transaction'') entered into between us shall supplement, form part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement as if we had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for purposes of this Swap Transaction.

Rabobank's recourse in the Transaction referred to in this Confirmation shall not be limited in any way unless specifically agreed to in writing by Rabobank to the contrary.

 

The terms of the particular Swap Transaction to which this Confirmation relates are as follows:

General Terms:
Trade Date:	09 May 2012
Effective Date:	01 June 2012
Termination Date:	01 June 2022
Notional Amount:	As set forth in the attached Notional Schedule

Calculation Agent:	Rabobank, unless otherwise specified in the Agreement.
Broker:	None

Floating Amounts:
Floating Rate Payer:	Rabobank
Floating Rate Payer Payment Date(s):	Commencing on 15 July 2012, and then every 1 month thereafter on the 15th day of the month to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
Period End Date(s):	No adjustment applies
Floating Rate Option: Designated Maturity:	USD-LIBOR-BBA 1 month
Floating Rate for initial Calculation Period:	0.23875 percent (inclusive of Spread)
Floating Amount for initial Calculation Period:	USD 4,684.54
Spread:	None
Day Count Fraction:	Actual/360
Reset Date(s):	The first day of each relevant Calculation Period.
Compounding:	Inapplicable
Business Days:	New York, London

Fixed Amounts:
Fixed Rate Payer:	Counterparty
Fixed Rate Payer Payment Date(s):	Commencing on 15 July 2012, and then every 1 month thereafter on the 15th day of the month to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
Period End Date(s):	No adjustment applies
Fixed Rate:	2.06000 percent
Day Count Fraction:	Actual/360
Fixed Amount for initial Calculation Period:	USD 40,419.53
Business Days:	New York, London
Compounding:	Inapplicable

Upon giving notice to the other party (which notice may be given orally, including by telephone), Rabobank has the right to terminate this Transaction as of the Optional Termination Date, whereupon a Termination Event will be deemed to have occurred in respect of this Transaction only as though the Optional Termination Date were an Early Termination Date and the other party was the sole Affected Party.

Any telephonic notice given under the terms of this provision shall be irrevocable and shall be confirmed in writing on the following Business Day.  Failure to provide written confirmation on such day shall not in any way affect or suspend the effectiveness of the oral notice.

For the purpose of this section, “Optional Termination Date” shall mean 15 June 2012, subject to adjustment according to the Modified Following Business Day Convention.

For the purposes of this Transaction, the provisions of Section 6(e)(ii) of the ISDA Form will apply and the following shall constitute an Additional Termination Event:  If the parties fail to negotiate, execute and deliver an agreement in the form of the ISDA Form with agreed Schedule thereto, on or before 30 calendar days after the Trade Date of this Transaction.  For the purposes of this Additional Termination Date, there is one Affected Party and Counterparty shall be the Affected Party and Market Quotation shall apply.

Additional Representations. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

 

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a re commendation to enter into that Transaction; it being understood that information and explanations relating to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

Account for payments to Rabobank:

USD	RABOBANK NAT. ASSOCIATION-ROSEVILLE
	ABA: 122238420
	FBO: RABOBANK, N.A. CUSTOMER INTEREST RATE SWAP SETTLEMENT
	A/C: 1900188
	ADDRESS: 90 EAST THOUSAND OAKS BOULEVARD
	THOUSAND OAKS, CALIFORNIA 91360

Account for payments to Counterparty:

USD	Please provide
Offices:
Rabobank	The Office of Rabobank for this Transaction is ROSEVILLE; and
Counterparty	The Office of  QAD Ortega Hill, LLC, for this Transaction is SANTA BARBARA.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it by fax to ###-###-#### to the attention of Derivative Confirmations.

If you have any queries with this Confirmation please do not hesitate to contact us on the telephone number shown on the front page of this Confirmation.

We are very pleased to have executed this Transaction with you.

 

	RABOBANK NA, ROSEVILLE
	By: /s/ Brett Hamilton___________
	Name: Brett Hamilton
	Title:  VP – Regional Credit Officer
	By:_________________________
	Name:
	Title:

 

 

 

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