CONTINUE IN FULL FORCE AND EFFECT.
NOTHING
HEREIN SHALL BE DEEMED TO ENTITLE THE BORROWER, HOLDINGS OR ANY OTHER LOAN PARTY
TO A CONSENT TO, OR A WAIVER, AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF
THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IN SIMILAR OR DIFFERENT
CIRCUMSTANCES.
THIS AGREEMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL
PURPOSES OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
5.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3
6.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT THAT IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
7.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON,
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE RESPECTIVE SUCCESSORS AND
ASSIGNS OF THE PARTIES HERETO.
8.
CONSTRUCTION.
THE HEADINGS OF THE VARIOUS SECTIONS AND
SUBSECTIONS OF THIS AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE ONLY AND SHALL
NOT IN ANY WAY AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS
HEREOF.
9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY ONE OR MORE OF
THE PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS, AND ALL OF
SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME
INSTRUMENT.
DELIVERY OF AN EXECUTED SIGNATURE PAGE OF THIS AGREEMENT BY
FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART HEREOF.
4
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE EXECUTED
BY THEIR DULY AUTHORIZED OFFICERS AS OF THE DATE FIRST ABOVE WRITTEN.
MEDQUEST, INC.
By:
/s/ GENE VENESKY
Name:
Gene Venesky
Title:
Chief Executive Officer, Secretary and Treasurer
MQ ASSOCIATES, INC.
By:
/s/ GENE VENESKY
Name:
Gene Venesky
Title:
Chief Executive Officer, Secretary and Treasurer
(signatures continued on following pages)
Signature Page to Limited Waiver and Agreement
MedQuest, Inc.
ANDERSON DIAGNOSTIC IMAGING, INC.
MOBILE OPEN MRI, INC.
ASHEVILLE OPEN MRI, INC.
MRI & IMAGING OF WISCONSIN, INC.
BIOIMAGING AT CHARLOTTE, INC.
NORTHEAST COLUMBIA DIAGNOSTIC IMAGING, INC.
BIOIMAGING OF COOL SPRINGS, INC.
OCCUPATIONAL SOLUTIONS, INC.
BIOIMAGING AT HARDING, INC.
OPEN MRI OF GEORGIA, INC.
CABARRUS DIAGNOSTIC IMAGING, INC.
OPEN MRI & IMAGING OF GEORGIA, INC.
CAPE FEAR DIAGNOSTIC IMAGING, INC.
OPEN MRI & IMAGING OF RICHMOND, INC.
CAROLINA IMAGING, INC. OF FAYETTEVILLE
PALMETTO IMAGING, INC.
CAROLINAS DIAGNOSTIC IMAGING, INC.
PHOENIX DIAGNOSTIC IMAGING, INC.
CHAPEL HILL DIAGNOSTIC IMAGING, INC.
PIEDMONT IMAGING, INC. (FORSYTH)
CHATTANOOGA DIAGNOSTIC IMAGING, INC.
PIEDMONT IMAGING, INC. (SPARTANBURG)
DOTHAN DIAGNOSTIC IMAGING, INC.
SOUTH CAROLINA DIAGNOSTIC IMAGING, INC.
FLORIDA DIAGNOSTIC IMAGING CENTER, INC.
SUN VIEW HOLDINGS, INC.
GROVE DIAGNOSTIC IMAGING CENTER, INC.
TEXAS IMAGING SERVICES OF EL PASO, INC.
ILLINOIS DIAGNOSTIC IMAGING, INC.
TRIAD IMAGING, INC.
IMAGING SERVICES OF