THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THE DOCUMENTS RELATING TO THE EXCHANGE OFFER, THE PREPACKAGED PLAN,
THE CONSENT SOLICITATION AND EACH REORGANIZATION DOCUMENT, WHICH DOCUMENTS SHALL
BE IN ALL RESPECTS MATERIALLY CONSISTENT WITH THIS AGREEMENT (INCLUDING THE TERM
SHEET) AND SHALL INCLUDE APPROPRIATE RELEASES.
11.
GOOD FAITH.
EACH OF THE SIGNATORIES TO THIS
AGREEMENT AGREES TO COOPERATE IN GOOD FAITH WITH EACH OTHER TO FACILITATE THE
PERFORMANCE BY THE PARTIES OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER AND THE
PURPOSES OF THIS AGREEMENT.
EACH OF THE SIGNATORIES TO THIS AGREEMENT FURTHER
AGREES TO REVIEW AND COMMENT UPON THE DEFINITIVE DOCUMENTS IN GOOD FAITH AND, IN
ANY EVENT, IN ALL RESPECTS CONSISTENT WITH THE TERM SHEET.
12.
AMENDMENTS AND MODIFICATIONS.
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS AGREEMENT SHALL NOT BE
AMENDED, MODIFIED OR SUPPLEMENTED, EXCEPT IN WRITING SIGNED BY THE COMPANY AND
THE REQUIRED NOTEHOLDERS.
13.
NO WAIVER.
EACH OF THE SIGNATORIES TO THIS
AGREEMENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT IS INTENDED TO, OR DOES, IN ANY
MANNER WAIVE, LIMIT, IMPAIR OR RESTRICT THE ABILITY OF ANY PARTY TO THIS
AGREEMENT TO PROTECT AND PRESERVE ALL OF ITS RIGHTS, REMEDIES AND INTERESTS,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ITS CLAIMS AGAINST AND INTERESTS
IN THE COMPANY.
14.
FURTHER ASSURANCES.
EACH OF THE SIGNATORIES
TO THIS AGREEMENT HEREBY FURTHER COVENANTS AND AGREES TO EXECUTE AND DELIVER ALL
FURTHER DOCUMENTS AND AGREEMENTS AND TAKE ALL FURTHER ACTION THAT MAY BE
REASONABLY NECESSARY OR DESIRABLE IN ORDER TO ENFORCE AND EFFECTIVELY IMPLEMENT
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
15.
COMPLETE AGREEMENT.
THIS AGREEMENT,
INCLUDING THE SCHEDULES AND ANNEXES HERETO, CONSTITUTES THE COMPLETE AGREEMENT
BETWEEN THE SIGNATORIES TO THIS AGREEMENT WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS NEGOTIATIONS, AGREEMENTS AND
UNDERSTANDINGS WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THE PROVISIONS OF
THIS AGREEMENT SHALL BE INTERPRETED IN A REASONABLE MANNER TO EFFECT THE INTENT
OF THE SIGNATORIES TO THIS AGREEMENT.
16.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS,
CLAIMS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE
(A) TRANSMITTED BY HAND DELIVERY, OR (B) MAILED BY FIRST CLASS, REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, OR (C) TRANSMITTED BY OVERNIGHT COURIER, OR
(D) TRANSMITTED BY TELECOPY, AND IN EACH CASE, IF TO THE COMPANY, AT THE ADDRESS
SET FORTH BELOW:
10
InSight Health Services Holdings Corp.
26250 Enterprise Court
Suite 100
Lake Forest, CA
92630
Attention: General Counsel
with a copy to:
Kaye Scholer LLP
425 Park Avenue
New York, New York
10022
Telephone:
(212) 836-8019
Fax:
(212) 836-6419
Attention:
Stephen C. Koval
if to a Noteholder, to the address set forth on the signature pages to this
Agreement, with a copy to:
Telephone:
Fax:
Attention:
Notices mailed or transmitted in accordance with the foregoing shall be deemed
to have been given upon receipt.
17.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF