LOAN AND SECURITY AGREEMENT

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

(Quest Software – Polaris Way – Loan No. 3700038-001)

This Loan and Security Agreement (“ Agreement ”) is entered into as of the Agreement Date between Borrower and Lender.

FACTUAL BACKGROUND

A. This Agreement evidences a $34,000,000 loan (the “ Loan ”) made by Lender to Borrower.

B. The Loan is evidenced by the Note. The Note is secured by the Deed of Trust covering the Property and various other documents described as part of the Loan Documents below. The Note is fully recourse to Borrower.

C. Capitalized terms used in this Agreement will have the meanings established in Section 1 below unless otherwise defined on the cover page, in this Factual Background section, or in the text of this Agreement.

AGREEMENT

For valuable consideration, the receipt and sufficiency of which are acknowledged, Lender and Borrower agree as follows:

1. Definitions .

As used in this Agreement, the following terms will have the meanings established below:

1.1 “ Agreement ” means this Loan and Security Agreement and all exhibits attached to this Agreement, as the Agreement may be modified and amended from time to time.

1.1 “ Anti-Terrorism Laws ” means any present or future laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the US Patriot Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the Office of Foreign Assets Control (“ OFAC ”).

1.2 “ Banking Day ” means any day other than a Saturday or Sunday in which banks are open for business in Newport Beach, California.

1.3 “ Blocked Person ” means any Person: (i) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; or (v) that is named a “specially designated national or “blocked person” on the most current list published by OFAC or other similar list.

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1.4 “ Borrower’s Affiliates ” means: (i) a spouse of any of Borrower’s Affiliates; (ii) any relative (by blood, adoption, or marriage) of any of Borrower’s Affiliates within the third degree; (iii) any member, director, or officer of Borrower or any of Borrower’s Affiliates; (iv) any corporation, partnership, limited liability company, trust, unincorporated association, joint venture, organization, or other business or legal entity of which Borrower or any of Borrower’s Affiliates are a member, partner, principal, trustee, director, or officer; and (v) any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with Borrower or any of Borrower’s Affiliates.

1.5 “ Company Prepared Financial Statements ” means those balance sheets, income statements, cash flow statements (sometimes called flow of funds statements or statements of changes in financial position), and other financial statements internally prepared by the Borrower (on a consolidated basis), based on GAAP that fairly represent (in the opinion of the Lender), in all material aspects, the financial condition of the Borrower. Each Company Prepared Financial Statement must be certified as true and correct by an Authorized Person.

1.6 “ County ” means the county in which the Land is located, which is the County of Orange, State of California, and all applicable agencies, departments, commissions, councils, boards, and committees.

1.7 “ Deed of Trust ” means the Deed of Trust, Security Agreement, Assignment of Rents and Leases, and Fixture Filing of even date granted by Borrower, as Trustor, in favor of Lender, as beneficiary.

1.8 “ Financial Information ” means all financial statements and other financial information required of Borrower under the Loan Documents.

1.9 “ Financing Statement ” means a UCC-1 financing statement(s) executed by Borrower, as debtor, in favor of Lender as secured party, to be filed in the Office of the Secretary of State of Delaware, and to the extent Lender determines it necessary, to be filed in the official records of the County.

1.10 “ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time, that are consistently applied and free of material misrepresentation, set forth in: (i) the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants; (ii) the statements and pronouncements of the Financial Accounting Standards Board; and (iii) other statements by any other entity as may be in general use by significant segments of the accounting profession that are applicable in the circumstances as of the date of determination.

1.11 “ Governmental Authorities ” means any applicable local, municipal, county, state, or federal agency, board, commission, council, department, committee, or similar governmental arm having jurisdiction over the Property, Borrower, or Borrower’s activities.

1.12 “ Land ” means the approximate 7.47 net acres of land located in the City of Aliso Viejo, California, as more particularly described in Exhibit “A” .

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1.13 “ Loan Amount ” means the total amount of principal, interest, and other charges, fees, and required payments that are due and payable from time to time by Borrower under the Loan Documents.

1.14 “ Loan Closing Date ” means the date upon which Borrower has satisfied all conditions to the funding and closing of the Loan, as described in the Loan Documents.

1.15 “ Loan Documents ” means, collectively, this Agreement, Note, and Financing Statement, together with all of their exhibits and schedules and all other documents that evidence, secure, or otherwise pertain to the Loan, as any or all may be modified, supplemented, extended, restated, or amended in accordance with their terms.

1.16 “ Loan Fee ” means a fee payable by Borrower to Lender concurrent with the initial funding of the Loan on the Loan Closing Date in immediately available funds in the amount of $85,000.00.

1.17 “ Loan-to-Value Ratio ” means the ratio of the aggregate committed amount of the Loan to the as-is market value of the Property.

1.18 “ Material Adverse Effect ” means any fact, event, or circumstance that, alone or when taken with other events or conditions occurring or existing concurrently with the event or condition: (i) has or is reasonably expected to have a material adverse effect on or materially impairs the ability of Borrower to pay and perform its obligations under the Loan Documents; (ii) materially impairs the ability of Lender to enforce its rights and remedies under any Loan Documents; or (iii) has or is reasonably expected to have any material adverse effect on the Property, the liens in favor Lender or the priority of the liens in favor Lender.

1.19 “ Maturity Date ” has the meaning established in the Note.

1.20 “ Net Income ” means the net income of Borrower as determined under GAAP.

1.21 “ Note ” means the Secured Promissory Note executed as of the Agreement Date by Borrower and payable to Lender (as amended, supplemented, extended, restated, or otherwise amended from time to time).

1.22 “ Obligations ” means all of the duties and obligations, whether payment or performance, of Borrower to Lender under the Loan Documents.

1.23 “ Permitted Liens ” means (i) those exceptions set forth in the Title Policy, (ii) any purchase money liens on any Personal Property incurred in the ordinary course of Borrower’s business, and (iii) any other liens that have been approved in writing by Lender.

1.24 “ Person ” means any individual, corporation, partnership, limited liability company, trust, unincorporated association, joint venture, organization, business, or other legal entity, and any government or any governmental agency or political subdivision.

1.25 “ Personal Property ” means all personal property of Borrower, both tangible and intangible, listed in the granting clauses of the Deed of Trust, whether owned as of the Agreement

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Date or later acquired by Borrower, and all replacements, substitutions, renewals, products, proceeds, accessions, and related actions.

1.26 “ Requirements ” means all existing and future laws, regulations, orders, building codes, restrictions, requirements, agreements, and commitments of all applicable parties and Governmental Authorities applicable to the use and ownership of the Property.

1.27 “ Title Company ” means Fidelity National Title Company, or any other title company, agency, and underwriter approved by Lender and Borrower.

1.28 “ Title Policy ” or “ Title Policies ” means any title insurance coverages, including a lender’s policy of title insurance required by Lender to insure any insurable interests under the Loan and Loan Documents.

2. Disbursement of Loan Proceeds and Repayment of Loan .

2.1 Loan Disbursement Procedure Generally . Subject to the terms and conditions of this Agreement, Lender will disburse to Borrower the proceeds of the Loan on the Loan Closing Date. Prior to the Loan Closing Date, Borrower has paid to Lender the required Loan Fee.

2.2 Repayment Generally . Borrower will make monthly payments as required under the terms of the Note.

3. Covenants of the Borrower .

3.1 Permits, Licenses and Approvals . Borrower will properly obtain, comply with, and keep in effect all permits, licenses, and approvals that are required to be obtained from any Governmental Authorities in order to occupy, operate, and otherwise manage the Property.

3.2 Site Visits . Lender and its agents and representatives will have the right, at any reasonable time at its own risk, to enter and visit the Property for the purposes of performing an appraisal, or any other reasonable investigation. Lender also will have the right to examine, copy, and audit the books, records, accounting data, and other documents of Borrower and its contractors relative to the Property. Lender is under no duty to visit the Property or to examine any books or records. Any site visit, observation, or examination by Lender will be solely for the purpose of protecting Lender’s rights and interests. No site visit, observation, or examination by Lender will impose any liability on Lender or result in a waiver of any default of Borrower.

3.3 Protection Against Lien Claims . Borrower will promptly pay, post one or more payment bonds to cover or avoid any mechanic’s liens or otherwise discharge all claims and liens for labor done and materials and services furnished to the Property. Lender may require Borrower to post one or more payment bonds to cover or avoid any mechanic’s liens. Borrower agrees to indemnify Lender for, from, and against all claims of any contractor, subcontractor, material supplier, or other lien claimant.

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3.4 Insurance . Borrower, at its expense, will obtain and deliver to Lender policies of insurance providing the following:

(a) Policies of insurance evidencing bodily injury, death or property damage liability coverages in amounts not less than $2,000,000 (combined single limit), and an excess/umbrella liability coverage in an amount not less than $5,000,000 will be in effect with respect to Borrower. The policies must be written on an occurrence basis so as to provide blanket contractual liability, broad form property damage coverage, and coverage for products and completed operations.

(b) “ Special Cause of Loss ” insurance on the Property in an amount not less than the full insurable value on a replacement cost basis of the insured Property and related personal property.

(c) If applicable, evidence of worker’s compensation insurance coverage satisfactory to Lender.

(d) If all or any part of the Property lies within a “special flood hazard area” as designated on maps prepared by the Department of Housing and Urban Development, a National Flood Insurance Association standard flood insurance policy, plus insurance from a private insurance carrier if necessary, for the duration of the Loan in the amount of the full insurable value of the Property.

(e) The other insurance as Lender may reasonably require including, without limitation, errors and omissions insurance with respect to the contractors, architects and engineers, and rent abatement and/or business loss.

(f) All insurance policies will: (i) be issued by an insurance company having a rating of “A” VII or better by A.M. Best Co., in Best’s Rating Guide; (ii) name Lender as an additional insured on all liability insurance and as mortgagee and loss payee on all casualty insurance; (iii) provide that Lender is to receive 30 days written notice prior to non-renewal or cancellation; (iv) be evidenced by a certificate of insurance to be held by Lender; and (v) be in form and amounts reasonably acceptable to Lender.

3.5 Debt Service Coverage Ratio . At all times, the Debt Service Coverage Ratio shall not be permitted to drop below 5.0 to 1.0. The term “ Debt Service Coverage Ratio ” means EBITDA divided by Contractual Debt Service, calculated on each calendar quarter afterward based on an aggregate four quarter rolling basis. The term “ EBITDA ” means, for any period, the Net Income of Borrower for the applicable period, determined in accordance with GAAP plus interest expense, income tax expense, amortization expense, depreciation expense, but, in each case, only to the extent considered in the determination of Net Income; provided that, so long as the credit facilities funded pursuant to that Credit Agreement dated February 17, 2009, between Borrower, certain lenders signatory thereto, and Wells Fargo Foothill, LLC, as arranger and administrative agent (the “ WF Credit Agreement ”), remain outstanding, the term EBITDA will have the meaning established in the WF Credit Agreement. The term “ Contractual Debt Service ” means all debt payment obligations (principal, interest, and other charges) on the Loan.

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3.6 Estoppels . Borrower agrees to use its commercially reasonable efforts (which shall exclude any requirement to expend funds other than a nominal fee and reasonable legal fees) to obtain an estoppel certificate, in a form satisfactory to Lender in Lender’s reasonable discretion, from (a) Aliso Viejo Community Association, a California non-profit public benefit corporation, or its successor, with respect to Declaration of Covenants, Conditions and Restrictions for Aliso Viejo Community Association dated April 1, 1982, and recorded April 6, 1982, at Instrument No. 82-118353 in the office of the county recorder of Orange County, California, as amended, and (b) Shea Homes Limited Partnership, a California limited partnership doing business as Mission Viejo Company, or its successor, with respect to that certain Grant Deed dated December 18, 1997, and recorded December 19, 1997, at Instrument No. 19970653373 in the office of the county recorder of Orange County, California.

3.7 Payment of Expenses . Borrower will pay Lender’s out of pocket costs and expenses reasonably incurred in connection with the making, disbursement, and administration of the Loan, as well as any revisions, extensions, renewals, or “workouts” of the Loan, and in the exercise of any of Lender’s rights or remedies under this Agreement, except to the extent prohibited by law. The costs and expenses include charges for title insurance (including endorsements), filing, recording and escrow charges, fees for appraisal and appraisal review, architectural and engineering review, construction services and environmental services, inspections, mortgage taxes, legal fees and expenses of Lender’s counsel, and any other fees and costs for services, regardless of whether the services are furnished by Lender’s employees or agents or independent contractors. Borrower acknowledges that amounts payable under this section are not included in any loan fees for the Loan. All the sums incurred by Lender and not immediately reimbursed by Borrower will be considered an additional loan to Borrower bearing interest at the Default Rate provided in the Note.

3.8 Financial and Other Information of Borrower . Borrower will keep true and correct financial books and records, using GAAP. Borrower will provide to Lender all of the following:

(a) Within 45 days after each calendar quarter or within 15 days after filing, as applicable, quarterly Company Prepared Financial Statements or Form 10-Q Securities and Exchange Commission (“ SEC ”) filing, of Borrower.

(b) Within 120 days after each fiscal year or within 15 days after filing, as applicable, annual CPA audited financial statements or Form 10-K SEC filing, of Borrower prepared on a consolidated and consolidating basis.

(c) Within 45 days after each calendar quarter, a quarterly compliance certificate, including all back-up calculations, signed and certified by chief financial officer or chief accounting officer for and on behalf of Borrower, evidencing compliance or non-compliance with the financial covenants described in this Loan Agreement and confirming, to the knowledge of Borrower’s applicable Representative Officers (defined below) without any duty of inquiry, whether there is any Event of Default or event, that, with the giving of notice or the passage of time, or both, would constitute an Event of Default. As used herein, the “ Representative Officers ” means any two representatives of Borrower holding the following positions in Borrower: (a) Senior Vice President and

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Chief Financial Officer, (b) Vice President, General Counsel and Secretary, (c) Vice President, Corporate Controller, (d) Vice President, Finance Operations, and (e) Senior Manager, Assistant Treasurer.

If Borrower requests an extension of time for the filing of any SEC required filings, Borrower agrees to promptly notify Lender of the same in writing.

3.9 Notices . Borrower will promptly notify Lender in writing of:

(a) Any litigation affecting Borrower where the amount claimed is $5,000,000 or more, or any litigation affecting the Property where the amount claimed is $1,000,000 or more.

(b) Any written communication that Borrower may receive from any Governmental Authorities giving notice of any claim or assertion that the Property fails in any material respect to comply with any of the Requirements or any other applicable governmental law.

(c) Upon the occurrence of a Material Adverse Effect.

3.10 Performance of Acts . Upon request by Lender, Borrower will perform all acts that may be necessary or advisable to perfect any lien or security interest provided for in the Loan Documents or to carry out the intent of the Loan Documents.

3.11 Negative Covenants . Without Lender’s prior written consent, Borrower will not:

(a) engage in any business activities substantially different from Borrower’s present business;

(b) liquidate or dissolve Borrower’s business; or

(c) allow liens on the Property other than Permitted Liens and liens in favor of Lender.

3.12 Appraisals . Borrower agrees that Lender shall have the option from time to time during the term of the Loan to order an appraisal of the Property from an appraiser selected by Lender, and Borrower, agrees to cooperate with Lender and Lender’s appraiser in connection with such appraisal(s), including, without limitation, providing access to the Property and disclosing information requested by Lender and/or Lender’s appraiser. The appraisals will comply with all federal and state standards for appraisals and otherwise will be satisfactory to Lender in all material respects. Borrower shall pay the reasonable out of pocket costs of up to two appraisals during the term of the Loan.

3.13 Subordination of Indebtedness Owing to Affiliates . Borrower will cause all liens, security interests, and other charges on the Property to be fully subordinated in all aspects to the Obligations pursuant to written agreements satisfactory to Lender.

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4. Representations and Warranties .

4.1 Borrower . Borrower covenants that each representation and warranty established below is true, accurate, and correct in all respects as of the date of this Agreement (and will remain so at all times until the Maturity Date):

(a) Borrower is a duly formed and validly existing corporation under the laws of, and in good standing with, the State of Delaware. Borrower is duly registered to do business in the state where the Property is located. Borrower has complied in all material respects with any and all laws and regulations concerning its organization, existence, and the transaction of its business.

(b) Borrower is authorized to execute, deliver, and perform under the Loan Documents. The Loan Documents have been validly executed and delivered by Borrower and are valid and binding obligations of Borrower that are enforceable in accordance with their terms.

(c) To Borrower’s knowledge, Borrower is not in violation of any law, regulation, or ordinance, or any order of any court or Governmental Authority. No provision or obligation of Borrower contained in any of the Loan Documents violates any of the Requirements, any other applicable law, regulation, or ordinance, or any order or ruling of any court or Governmental Authority. No provision or obligation conflicts with, or const