SCOLR PHARMA, INC. CONSENT, WAIVER AND FORBEARANCE AGREEMENT
EXHIBIT 10.2
CONSENT, WAIVER AND
FORBEARANCE AGREEMENT
WHEREAS, in June 2011, SCOLR Pharma, Inc. (the “Company”) issued an aggregate original principal amount of $1,195,200 (the “Original Offering”) of its 8% Senior Secured Convertible Debentures due June 2013 (the “Original Debentures”) pursuant to a Securities Purchase Agreement among the Company and the Purchasers of the Original Debentures named therein (the “Securities Purchase Agreement”);
WHEREAS, in connection with the Original Offering, the Company granted the holders of the Original Debentures (the “Original Debenture Holders”) a security interest in substantially all of the Company’s assets, pursuant to a Security Agreement among the Original Debenture Holders, CSC Trust Company of Delaware, as agent for the Debenture Holders (the “Agent”) and the Company (the “Original Security Agreement,” and collectively with the Original Debentures, the Securities Purchase Agreement and the other documents or agreements executed in connection with the Debentures, the “Original Debenture Agreements”);
WHEREAS, on March 20, 2012, the Company incurred unsecured indebtedness evidenced by two Demand Promissory Notes, one in favor of Xxxxxxx X. Xxxxxxx, a member of the Company’s Board of Directors, and the other in favor of Xxxxxx Xxxxxxx, his brother (each a “Taglich Note,” and together, the “Taglich Notes”), each in the original principal amount of $100,000;
WHEREAS, from time to time the Company may receive financial accommodations from its marketing and distribution services provider, Xxxxxxx Healthcare LLC in respect of the Company’s receivables invoiced to retailers of its nutritional products (the “Xxxxxxx Arrangement”);
WHEREAS, the Company intends to offer to accredited investors (the “Offering”) an amount of up to an additional $1,350,000 in aggregate original principal amount of the Company’s 8% Senior Secured Convertible Notes due June, 2013 (the “New Debentures”) on terms substantially as set forth in the Original Debentures and as described in the Confidential Private Placement Memorandum related to the Offering and included with this Waiver, Consent and Forbearance Agreement (the “Memorandum”).
WHEREAS, the Offering contemplates the execution and delivery of a Securities Purchase Agreement, joinder to the Security Agreement, and certain other documents or agreements with terms substantially the same as the Original Debenture Agreements (the New Debentures, collectively with such other documents, the “New Debenture Agreements”) ;
WHEREAS, pursuant to the Original Debenture Agreements, the Company is obligated to obtain the consent of the Original Debenture Holders prior to the incurrence of certain additional indebtedness;
WHEREAS, the Original Debentures contain, and the New Debentures will contain certain representations, agreements and covenants with which the Company may be in default, or with which the Company may be unable to maintain compliance for the foreseeable future, including, without limitation, covenants requiring compliance by the Company with its reporting obligations under the Securities Exchange Act of 1934, maintenance of availability of current public information within the meaning of Rule 144 under the Securities Act of 1933, as amended, maintenance of the Company’s eligibility for quotation on the OTC bulletin board, (the “Reporting Covenants”);
WHEREAS, the terms of the Original Debenture Agreements provide that consents of the holders of the Original Debentures, and waivers of provisions of the Debenture Agreements may be made effective as to all of the outstanding Debentures with the consent of the holders of at least sixty-seven percent (67%) of the aggregate outstanding principal amount of the Original Debentures (the “Requisite Original Holders”);
WHEREAS, the closing of the Offering is conditioned upon the Company’s receipt from the Requisite Original Holders of their (a) consent to complete the Offering on the terms described in the Memorandum and to incur the indebtedness evidenced by the New Debentures, (b) waiver of any existing and continuing defaults or breaches of the Reporting Covenants, (c) waiver of any default by the Company under the Original Debenture Agreements related to the issuance of the Taglich Notes or the Xxxxxxx Arrangement, and (d) waiver of and forbearance from asserting any breach or default of the Original Debentures arising from or relating to the Xxxxxxx Arrangement or any failure of the Company to comply with the Reporting Covenants through June 30, 2013;
WHEREAS, each New Debenture Holder shall, as a condition to the purchase of the New Debentures waive and forbear from asserting any breach or default under the New Debenture Agreements arising from or relating to any failure of the Company to comply with the Reporting Covenants through June 30, 2013;
WHEREAS, in consideration of the transactions contemplated by the New Offering, in its capacity as an Original Debenture Holder and as a subscriber for New Debentures (if applicable), the undersigned desires to provide the necessary consents, waivers and forbearance in connection with the Offering, as applicable;
NOW THEREFORE, in consideration of the foregoing, by its signature below, the undersigned acknowledges and agrees as follows:
1. The undersigned has received a copy of the Memorandum, including all documents referred to as exhibits or incorporated by reference therein, and has been given an opportunity to review and consult with independent advisors concerning the information included in such documents.
2. To the extent the undersigned is an Original Debenture Holder, the undersigned hereby:
(a) consents to the transactions contemplated by the Offering, including without limitation the Company’s incurrence of the additional indebtedness evidenced by the New Debentures;
(b) waives any breach of or event of default under the Original Debenture Agreements arising from or related to (i) the incurrence by the Company of the indebtedness evidenced by the Taglich Notes and (ii) the Xxxxxxx Arrangement; and
(c) waives and agrees to forbear from asserting any breach of or event of default under the Original Debenture Agreements arising from or relating to any failure of the Company to comply with the Reporting Covenants, whether any such breach or default previously occurred, is continuing, or arises or continues after the date hereof through June 30, 2013.
4. To the extent the undersigned has subscribed for New Debentures, the undersigned hereby waives and agrees to forbear from asserting any breach of or event of default under the New Debenture Agreements arising from or relating to (i) the Xxxxxxx Arrangement or (ii) failure of the Company to comply with the Reporting Covenants, whether any such breach or default previously occurred, is continuing, or arises or continues after the date hereof through June 30, 2013.
5. The waivers and other agreements set forth herein include the waiver of any and all penalty, liquidated damages, default interest and similar remedies or provisions set forth in the Original Debenture Agreements and the New Debenture Agreements, as applicable, which would otherwise apply to any breach or default herein waived.
6. All questions concerning the construction, validity, enforcement and interpretation of this Waiver, Consent and Forbearance Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.
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IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/22/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxxx X. Xxxxxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxxx X. Xxxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxxxx Trust |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Light |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Light |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Bibicoff Family Trust |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/27/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx X. Xxxxxxxx, Xx. |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx X. Xxxxxxxx, Xx. |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/26/12 |
1N WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxx and Xxxx X. Xxxxx, Joint Tenants |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxx X. Xxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Sterling Family Investment L.L.C. |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/27/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxx X. Xxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxx X. Xxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Date: | 04/27/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx X. Xxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx X. Xxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxx Xxxxxx and Xxxxxxx Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx Xxxxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Shadow Capital LLC |
| Signature of Authorized Signatory of Holder: | /s/ B. Xxxx Xxxxxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx X. Xxxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx X. Xxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Zanett Opportunity Fund, Ltd. |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx XxXxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | C. Xxxx Xxxxx |
| Signature of Authorized Signatory of Holder: | /s/ C. Xxxx Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxxx, XX |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxx, XX |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxxx XXX |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx JTWROS |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx Xxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxxxx Xxxxxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Junge Revocable Trust |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxxx Trust |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxxx, Trustee |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/01/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/01/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Norper Investments Inc. |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx Xxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx Xxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/02/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/01/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Nationwide Fleet Services, Inc. |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx Xxxxxxx & Xxxxxx Xxxxxxx JT/WROS |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxxx Xxxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/1/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Sterling Family Investment L.L.C. |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxx X. Xxxxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/27/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/2/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/1/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/2/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxxx X. Xxxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/17/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx JTWROS |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxxxx X. Xxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/9/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | The Family Revocable Living Trust UAD 4/11/11 Xxxx X Xxxxxxxxx & Xxxxx X Xxxxxxxxx TTEES |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxx X. Xxxxxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/11/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx Xxxxx Xxxx & Xxxxxxxx Xx Xxxx 1999 Trust DTD 6/22/99 |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx Xxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxxxxx Xxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/15/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx Xxxxxxx & Xxxxxxxxx Xxxxxxx JTWROS |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxxxxxx Xxxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/17/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxx and XxxXxx Xxxxxx JT TEN |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ XxxXxx Xxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/17/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx Xxxxx Xxxxxx & Xxxxxxx Xxxxxx JT TEN WROS |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxxxx Xxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxx & Xxxxxxx X. Xxxx JTWROS |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxxxx Xxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/20/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxx & Xxxxx X. Xxxxx XX TEN WROS |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxxx X. Xxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/21/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X Xxxxxxx & Xxxx X Xxxxxxx JT TEN WROS |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Xxxx X. Xxxxxxx |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/16/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/21/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx X. XxXxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx X. XxXxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/15/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | WAFGAL Limited |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx Xxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx Family Living Trust UAD 10/20/08 Xxxxxxx Xxxxxx TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/2/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxxxxxxx TR Xxxx X. Xxxxxxxxxxx Trust U A Dated 3/28/00 |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/7/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx Xxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/8/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxx Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/9/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/10/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Louis and Xxxxxx Xxxxxx Family Trust Louis & Xxxxxx Xxxxxx TTEES |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/10/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx Xxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx Xxxxxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx Xxxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx Xxxxx Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx Xxxxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Main TTEE Under the Xxxxxx X. Main Trust DTD 9/7/05 |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Main |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/7/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxxxx Trust UAD 10/5/94 Xxxxxx X. Xxxxxxx & Xxxxxx X. Xxxxxxx TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/13/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxxxx Trust UAD 10/5/94 Xxxxxx X. Xxxxxxx & Xxxxxx X. Xxxxxxx TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/13/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxxx Xxxxxxx XXXX XX 5/4/6 |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxxx Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/10/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx Xxxxxxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx Xxxxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/17/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/12/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx X. Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxxx XX XXX DTD 12/23/05 |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/22/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx Xxxxxx Properties, LLC |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx Xxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxx X. Xxxxxx XX TTEE Xxxx X. Xxxxxx XX XXX Trust |
| Signature of Authorized Signatory of Holder: | /s/ Xxxx X. Xxxxxx Xx. |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/22/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxx Xxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxx Xxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxxx X. Xxxxxxx Revocable Trust UAD 1/5/12 Xxxxxxx X. Xxxxxxx TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxxx X. Xxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 06/1/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxx X. Xxxxxxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxx X. Xxxxxxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Xxxxxx Xxxxx |
| Signature of Authorized Signatory of Holder: | /s/ Xxxxxx Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | The Xxxxxxx X. Xxxxx Marital Trust B UAD 6/26/01 Xxx X. Xxxxx TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Xxx X. Xxxxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/17/12 |
