COMPANY THAT COULD
REASONABLY BE EXPECTED TO PREVENT, DELAY OR IMPEDE THE CONFIRMATION OF THE
PREPACKAGED PLAN OR APPROVAL OF ANY REORGANIZATION DOCUMENT.
(I)
EACH OF THE CONCURRING NOTEHOLDERS
AGREES TO WAIVE ITS RESPECTIVE RIGHTS AND REMEDIES UNDER THE INDENTURE AND
RELATED DOCUMENTS OR APPLICABLE LAW IN RESPECT OF OR ARISING OUT OF ANY
"DEFAULT" (AS DEFINED IN SUCH DOCUMENTS) OR "EVENT OF DEFAULT" (AS
6
DEFINED IN SUCH DOCUMENTS) ARISING UNDER THE INDENTURE, UNTIL THIS AGREEMENT IS
TERMINATED AS PROVIDED IN SECTION 7.
IF THIS AGREEMENT IS TERMINATED AS
PROVIDED IN SECTION 7, THE AGREEMENT OF THE CONCURRING NOTEHOLDERS TO WAIVE
SHALL AUTOMATICALLY AND WITHOUT FURTHER ACTION TERMINATE AND BE OF NO FORCE AND
EFFECT, IT BEING EXPRESSLY AGREED THAT THE EFFECT OF SUCH TERMINATION SHALL BE
TO PERMIT EACH OF THEM TO EXERCISE ANY RIGHTS AND REMEDIES IMMEDIATELY; PROVIDED
THAT NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER BY THE COMPANY OF ANY RIGHT
IT MAY HAVE AS A "DEBTOR" UNDER THE PREPACKAGED PROCEEDING OR OTHER BANKRUPTCY
PROCEEDING OR BY ANY NOTEHOLDER TO SEEK ADEQUATE PROTECTION RETROACTIVE TO THE
DATE OF FILING OF THE PREPACKAGED PROCEEDING OR OTHER BANKRUPTCY PROCEEDING.
5.
EXTENSION OF CONFIDENTIALITY
AGREEMENT.
CONCURRING NOTEHOLDER AGREES THAT IT WILL CONCURRENTLY WITH THE
EXECUTION HEREOF ENTER INTO AN AMENDMENT TO THAT CERTAIN CONFIDENTIALITY
AGREEMENT DATED APRIL 13, 2007 BY AND BETWEEN CONCURRING NOTEHOLDER AND INSIGHT
HEALTH SERVICES CORP., AS AMENDED, AMENDING THE DATE IN SECTION 3 THEREOF FROM
MAY 4, 2007 TO MAY 18, 2007.
6.
AMENDMENTS TO THE RESTRUCTURING.
THE
COMPANY SHALL NOT ALTER THE TERMS OF THE RESTRUCTURING IN A MANNER THAT
ADVERSELY AFFECTS ANY CONCURRING NOTEHOLDER WITHOUT THE PRIOR WRITTEN CONSENT OF
SUCH ADVERSELY AFFECTED CONCURRING NOTEHOLDER, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD.
NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY EXTEND
THE EXPIRATION DATE OF THE EXCHANGE OFFER TO ANY DATE NOT LATER THAN SEPTEMBER
30, 2007 IF AT THE TIME OF ANY SUCH EXTENSION, THE CONDITIONS TO CLOSING SET
FORTH IN THE EXCHANGE OFFER SHALL NOT HAVE BEEN SATISFIED OR WAIVED AS PROVIDED
IN THIS AGREEMENT, PROVIDED, HOWEVER, THAT NO SUCH EXTENSION OF THE EXPIRATION
DATE SHALL IMPAIR OR LIMIT THE OTHERWISE APPLICABLE RIGHTS OF A CONCURRING
NOTEHOLDER TO WITHDRAW FROM AND TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS
OF SECTION 7 (B) OF THIS AGREEMENT.
7.
TERMINATION OF AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT:
(A)
UNLESS THE RESTRUCTURING HAS BEEN
CONSUMMATED AS PROVIDED IN THIS AGREEMENT, THIS AGREEMENT AND ALL OF THE
OBLIGATIONS AND UNDERTAKINGS OF THE PARTIES SET FORTH IN THIS AGREEMENT SHALL
TERMINATE AND EXPIRE UPON THE EARLIEST TO OCCUR OF:
(I)
MAY 31, 2007, (PROVIDED THAT IF A
PREPACKAGED PROCEEDING IS FILED AS SET FORTH IN SECTION 3(B), SUCH DATE SHALL BE
SEPTEMBER 30, 2007), UNLESS EXTENDED PURSUANT TO SECTION 6;
(II)
RECEIPT OF WRITTEN NOTICE FROM THE
REQUIRED NOTEHOLDERS OF THEIR INTENT TO TERMINATE THIS AGREEMENT OR THE ORIGINAL
LOCKUP AGREEMENT, AS THE CASE MAY BE, UPON THE OCCURRENCE OF A MATERIAL