INTEREST DEFERRAL AGREEMENT AND LIMITED WAIVER
AND
LIMITED WAIVER
This
Interest Deferral Agreement and Limited Waiver (the “Agreement”) is made
effective as of January 1, 2011, by and between DAL Group, LLC, a Delaware
limited liability company (“DAL”) and Chardan Capital Markets, LLC
(“Chardan”). DAL and Chardan are referred to from time to time in
this Agreement individually as a “Party” and together as the
“Parties.”
Background
A. DAL
and Chardan are parties to that certain Term Note, dated as of January 15, 2010
(the “Term Note”).
B. Pursuant
to Section 1(a) of the Term Note, DAL agreed to pay to Chardan interest equal to
five percent (5.0%) per annum, payable quarterly, in arrears, on the first day
of each calendar quarter (the “Quarterly Interest Payments”).
C. The
Parties desire to defer the payment of certain Quarterly Interest Payments
otherwise due under the Term Note, as set forth below.
Now,
therefore, the Parties hereby agree as follows.
Agreement
1. The
Parties hereby agree that all Quarterly Interest Payments due from DAL to
Chardan between January 1, 2011 and April 1, 2011 pursuant to the Term Note
shall not be due and payable until April 1, 2011.
2. Chardan
hereby grants a limited waiver of any default or Event of Default under the Term
Note that has arisen or may arise solely as a result of DAL’s deferral of
Quarterly Interest Payments, in accordance with this Agreement. This
limited waiver shall not be deemed to waive any additional or subsequent
failures to deliver payments pursuant to the Term Note.
3. This
Agreement is limited to the specific matters described above and shall not be
deemed to be a waiver of or a consent to any other matter, including without
limitation, any failure to comply with any other provision of the Term Note or a
default or any event of default, whether now in existence or subsequently
arising.
[Signatures
appear on next page.]
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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of January 13,
2011.
| DAL GROUP, LLC | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxxx | |
| Xxxxxxx X. Xxxxxxxxx | |||
| President | |||
| CHARDAN CAPITAL MARKETS, LLC | |||
|
|
By:
|
/s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | ||
| Title: | President | ||
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JOINDER BY AND AGREEMENT OF
GUARANTOR
Each of the undersigned, DJS
Processing, LLC, Professional Title and Abstract Company of Florida, LLC, and
Default Servicing, LLC (each a “Guarantor,” and collectively the “Guarantors”),
being guarantors of the obligations under the Term Note (as such term is defined
in that certain Interest Deferral Agreement and Limited Waiver of even date
herewith, by and between DAL Group, LLC (“DAL”) and Chardan Capital Markets, LLC
(“Chardan”) (the “Waiver”)) pursuant to each certain Guaranty dated as of
January 15, 2010 executed by each Guarantor in favor of Chardan (collectively,
the “Guaranty”), hereby represents and warrants and acknowledges and agrees to
the following:
1. Reaffirmation of
Guaranty. The Guaranty constitutes the valid, legally binding
obligation of Guarantor in favor of Chardan, enforceable against Guarantor, in
accordance with its terms. By its execution hereof,
Guarantor waives and releases any and all defenses, affirmative defenses,
setoffs, claims, counterclaims and causes of action of any kind or nature which
any Guarantor has asserted, or might assert, against Chardan which in any way
relate to or arise out of the Guaranty or any of the other Loan
Documents. Each Guarantor consents to
the execution and delivery of the Waiver by DAL and agree and acknowledges that
the liability of such Guarantor under the Guaranty shall not be diminished in
any way by the execution and delivery of the Waiver or by the consummation of
any of the transactions contemplated thereby.
2. Agreements of
Guarantor. By its execution hereof, Guarantor agrees to the
execution of the Waiver by DAL.
3. Defined
Terms. All terms that are used herein that are not defined
herein shall have the meaning ascribed to them in the Waiver.
[Signatures
on following page]
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Each Guarantor has executed
and delivered this Joinder and Agreement to be effective as of the Effective
Date of the Waiver.
| GUARANTOR: | |||
| DJS PROCESSING, LLC | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxxx | |
| Xxxxxxx X. Xxxxxxxxx | |||
| President | |||
| PROFESSIONAL TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxxx | |
| Xxxxxxx X. Xxxxxxxxx | |||
| President | |||
| DEFAULT SERVICING, LLC | |||
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxxx | |
| Xxxxxxx X. Xxxxxxxxx | |||
| Vice President | |||
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