hereby consent to this Waiver and reaffirm their continuing
liability under their guarantees in respect of the Agreement, as amended hereby,
and all documents, instruments and agreements executed pursuant thereto or in
connection therewith, without offset, defense or counterclaim (any such offset,
defense or counterclaim as may exist being hereby irrevocably waived by any such
Guarantors).
6.
The Waiver set forth herein is limited precisely as written and
shall not be deemed (except as the Agreement is modified by this Waiver) to (a)
be a consent to or a waiver of any term or condition of the Agreement or any of
the documents referred to therein, or (b) prejudice any right or rights which
the Bank may now have or may have in the future under or in connection with the
Agreement or any documents referred to therein.
Whenever the Agreement is
referred to in the Agreement or any of the instruments, agreements or other
documents or papers executed and delivered in connection therewith, it shall be
deemed to mean the Agreement as modified by this Waiver.
This Waiver may be
signed in one or more counterparts which, when taken together, shall constitute
one and the same document.
The parties to this Waiver agree that, for purposes
of the execution of this Waiver, facsimile signatures and scanned signatures
through email will constitute original signatures.
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7.
This Waiver shall become effective on such date as all of the
following conditions have been satisfied:
(A)
Waiver Fee.
The Borrower shall have paid to the Bank a
waiver fee in the amount of $7,500.00; and
(B)
Fees and Expenses.
The Bank shall have received evidence of
payment of the fees and disbursements of the Bank's counsel (if invoiced by the
Bank's counsel on or prior to the date hereof).
8.
This Waiver is dated for convenience as of October 9, 2009 and
shall be effective on the date of execution by the Bank.
9.
Except as modified by this Waiver, the Amended and Restated Loan
Agreement is in all respects ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by
their duly authorized officers as of the date first written above.
Borrower:
NY HYPERBARIC, LLC
FOREST HILLS HYPERBARIC, LLC
SCRANTON HYPERBARIC LLC
JFK HYPERBARIC LLC
TRENTON HYPERBARIC, LLC
NEWARK BI LLC
PASSAIC HYPERBARIC, LLC
ST JOSEPHS HYPERBARIC LLC
GREATER BRONX HYPERBARIC LLC
(f/k/a MONTEFIORE HYPERBARIC LLC)
ELISE KING, LLC
SOUTH NASSAU HYPERBARIC LLC
NEW YORK HYPERBARIC AND
WOUND CARE CENTERS LLC (DEL)
NEW YORK HYPERBARIC AND
WOUND CARE CENTERS, L.L.C. (N.Y.)
VB HYPERBARIC, LLC
EIN HYPERBARIC LLC
MAIMONIDES HYPERBARIC, LLC
THE SQUARE HYPERBARIC, LLC
SOUTH N HYPERBARIC LLC
MUHLENBERG HYPERBARIC LLC
LOWELL HYPERBARIC LLC
THE CENTER FOR WOUND HEALING I, LLC
(f/k/a MODERN MEDICAL, LLC)
THE CENTER FOR WOUND HEALING II, LLC
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(f/k/a MODERN MEDICAL SPECIALTIES, LLC)
NJ HYPERBARIC, LLC
FAR ROCKAWAY HYPERBARIC, LLC
ATLANTIC HYPERBARIC, LLC
ATLANTIC ASSOCIATES, LLC
CEF PRODUCTS, LLC
CMC HYPERBARIC, LLC
PENNSYLVANIA HYPERBARIC, LLC
HYBERBARIC, LLC
(a/k/a