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Exhibit 99.6
REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF
NOVEMBER 15, 2006
(AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME
TO TIME, THE
"INTERCREDITOR AGREEMENT"), BETWEEN GENERAL ELECTRIC CAPITAL
CORPORATION, AS
FIRST LIEN AGENT (AS DEFINED THEREIN), AND GENERAL ELECTRIC CAPITAL
CORPORATION,
AS SECOND LIEN AGENT (AS DEFINED THEREIN). ANYTHING CONTAINED
HEREIN TO THE
CONTRARY NOTWITHSTANDING, THE LIENS AND SECURITY INTERESTS GRANTED
TO THE SECOND
LIEN AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO
THIS AGREEMENT
AND THE EXERCISE OF CERTAIN RIGHTS OR REMEDIES BY THE SECOND LIEN
AGENT AND THE
OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF
THE
INTERCREDITOR AGREEMENT.
SECOND LIEN GUARANTY
This SECOND LIEN GUARANTY (this "Guaranty"), dated as of November
15,
2006, by and among the Guarantors identified as such on the
signature page
hereof (each, a "GUARANTOR" and collectively, "GUARANTORS"), and
GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually
and as agent
(in such capacity, "AGENT") for itself and the lenders from time to
time
signatory to the Credit Agreement hereinafter defined
("LENDERS").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Second Lien Credit Agreement
dated
as of the date hereof by and among RadNet Management, Inc.
("BORROWER"),
Guarantors, the Persons named therein as Credit Parties, Agent and
the Persons
signatory thereto from time to time as Lenders (as from time to
time amended,
restated, supplemented or otherwise modified, the "CREDIT
AGREEMENT") Lenders
have agreed to make the Term Loan C to Borrower.
WHEREAS, each Guarantor will derive direct and indirect
economic
benefits from the making of the Term Loan C and other financial
accommodations
provided to Borrower pursuant to the Credit Agreement; and
WHEREAS, in order to induce Agent and Lenders to enter into the
Credit
Agreement and other Loan Documents and to induce Lenders to make
the Term Loan C
as provided for in the Credit Agreement, Guarantors have agreed to
guarantee
payment of the Obligations;
NOW, THEREFORE, in consideration of the premises and the
covenants
hereinafter contained, and to induce Lenders to provide the Term
Loan C and
other financial accommodations under the Credit Agreement, it is
agreed as
follows:
1.
DEFINITIONS.
Capitalized terms used herein shall have the meanings assigned to
them
in the Credit Agreement, unless otherwise defined herein.
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References to this "Guaranty" shall mean this Guaranty, including
all
amendments, modifications and supplements and any annexes, exhibits
and
schedules to any of the foregoing, and shall refer to this Guaranty
as the same
may be in effect at the time such reference becomes operative.
2. THE
GUARANTY.
2.1
GUARANTY OF GUARANTEED OBLIGATIONS OF BORROWER. Each Guarantor
hereby
jointly and severally unconditionally guarantees to Agent and
Lenders, and their
respective successors, endorsees, transferees and assigns, the
prompt payment
(whether at stated maturity, by acceleration or otherwise) and
performance of
the Obligations of Borrower (hereinafter the "GUARANTEED
OBLIGATIONS").
Guarantors agree that this Guaranty is a guaranty of payment and
performance and
not of collection, and that their obligations under this Guaranty
shall be
primary, absolute and unconditional, irrespective of, and
unaffected by:
(a) the genuineness, validity, regularity, enforceability or
any
future amendment of, or change in this Guaranty, any other Loan
Document or
any
other agreement, document or instrument to which any Credit
Party
and/or Guarantors are or may become a party;
(b) the absence of any action to enforce this Guaranty or any
other
Loan
Document or the waiver or consent by Agent and/or Lenders with
respect
to
any of the provisions thereof;
(c) the existence, value or condition of, or failure to perfect
its
Lien
against, any Collateral for the Guaranteed Obligations or any
action,
or
the absence of any action, by Agent in respect thereof
(including,
without limitation, the release of any such security);
(d) the insolvency of any Credit Party; or
(e) any other action or circumstances which might otherwise
constitute
a
legal or equitable discharge or defense of a surety or
guarantor,
it being agreed by each Guarantor that its obligations under this
Guaranty shall
not be discharged until the Termination Date. Each Guarantor shall
be regarded,
and shall be in the same position, as principal debtor with respect
to the
Guaranteed Obligations. Each Guarantor agrees that any notice or
directive given
at any time to Agent which is inconsistent with the waiver in the
immediately
preceding sentence shall be null and void and may be ignored by
Agent and
Lenders, and, in addition, may not be pleaded or introduced as
evidence in any
litigation relating to this Guaranty for the reason that such
pleading or
introduction would be at variance with the written terms of this
Guaranty,
unless Agent and Lenders have specifically agreed otherwise in
writing. It is
agreed among each Guarantor, Agent and Lenders that the foregoing
waivers are of
the essence of the transaction contemplated by the Loan Documents
and that, but
for this Guaranty and such waivers, Agent and Lenders would decline
to enter
into the Credit Agreement.
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2.2
DEMAND BY AGENT OR LENDERS. In addition to the terms of the
Guaranty
set forth in SECTION 2.1 hereof, and in no manner imposing any
limitation on
such terms, it is expressly understood and agreed that, if, at any
time, the
outstanding principal amount of the Guaranteed Obligations under
the Credit
Agreement (including all accrued interest thereon) is declared to
be immediately
due and payable, then Guarantors shall, without demand, pay to the
holders of
the Guaranteed Obligations the entire outstanding Guaranteed
Obligations due and
owing to such holders. Payment by Guarantors shall be made to Agent
in
immediately available Federal funds to an account designated by
Agent or at the
address set forth herein for the giving of notice to Agent or at
any other
address that may be specified in writing from time to time by
Agent, and shall
be credited and applied to the Guaranteed Obligations.
2.3
ENFORCEMENT OF GUARANTY. In no event shall Agent have any
obligation
(although it is entitled, at its option) to proceed against
Borrower or any
other Credit Party or any Collateral pledged to secure Guaranteed
Obligations
before seeking satisfaction from any or all of the Guarantors, and
Agent may
proceed, prior or subsequent to, or simultaneously with, the
enforcement of
Agent's rights hereunder, to exercise any right or remedy which it
may have
against any Collateral, as a result of any Lien it may have as
security for all
or any portion of the Guaranteed Obligations.
2.4
WAIVER. In addition to the waivers contained in SECTION 2.1
hereof,
Guarantors waive, and agree that they shall not at any time insist
upon, plead
or in any manner whatever claim or take the benefit or advantage
of, any
appraisal, valuation, stay, extension, marshaling of assets or
redemption laws,
or exemption, whether now or at any time hereafter in force, which
may delay,
prevent or otherwise affect the performance by Guarantors of their
Guaranteed
Obligations under, or the enforcement by Agent or Lenders of, this
Guaranty.
Guarantors hereby waive diligence, presentment and demand (whether
for
non-payment or protest or of acceptance, maturity, extension of
time, change in
nature or form of the Guaranteed Obligations, acceptance of further
security,
release of further security, composition or agreement arrived at as
to the
amount of, or the terms of, the Guaranteed Obligations, notice of
adverse change
in Borrower's financial condition or any other fact which might
increase the
risk to Guarantors) with respect to any of the Guaranteed
Obligations or all
other demands whatsoever and waive the benefit of all provisions of
law which
are or might be in conflict with the terms of this Guaranty.
Guarantors
represent, warrant and jointly and severally agree that, as of the
date of this
Guaranty, their obligations under this Guaranty are not subject to
any offsets
or defenses against Agent or Lenders or any Credit Party of any
kind. Guarantors
further jointly and severally agree that their obligations under
this Guaranty
shall not be subject to any counterclaims, offsets or defenses
against Agent or
any Lender or against any Credit Party of any kind which may arise
in the
future.
2.5
BENEFIT OF GUARANTY. The provisions of this Guaranty are for
the
benefit of Agent and Lenders and their respective successors,
transferees,
endorsees and assigns, and nothing herein contained shall impair,
as between any
Credit Party and Agent or Lenders, the obligations of any Credit
Party under the
Loan Documents. In the event all or any part of the Guaranteed
Obligations are
transferred, indorsed or assigned by Agent or any Lender to any
Person or
Persons, any reference to "Agent" or "Lender" herein shall be
deemed to refer
equally to such Person or Persons.
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2.6
MODIFICATION OF GUARANTEED OBLIGATIONS, ETC. Each Guarantor
hereby
acknowledges and agrees that Agent and Lenders may at any time or
from time to
time, with or without the consent of, or notice to, Guarantors or
any of them:
(a) change or extend the manner, place or terms of payment of,
or
renew or alter all or any portion of, the Guaranteed
Obligations;
(b) take any action under or in respect of the Loan Documents in
the
exercise of any remedy, power or privilege contained therein or
available
to
it at law, equity or otherwise, or waive or refrain from exercising
any
such
remedies, powers or privileges;
(c) amend or modify, in any manner whatsoever, the Loan
Documents;
(d) extend or waive the time for any Credit Party's performance of,
or
compliance with, any term, covenant or agreement on its part to
be
performed or observed under the Loan Documents, or waive such
performance
or
compliance or consent to a failure of, or departure from, such
performance or compliance;
(e) take and hold Collateral for the payment of the Guaranteed
Obligations guaranteed hereby or sell, exchange, release, dispose
of, or
otherwise deal with, any property pledged, mortgaged or conveyed,
or in
which Agent or Lenders have been granted a Lien, to secure any
Obligations;
(f) release anyone who may be liable in any manner for the payment
of
any
amounts owed by Guarantors or any Credit Party to Agent or any
Lender;
(g) modify or terminate the terms of any intercreditor or
subordination agreement pursuant to which claims of other creditors
of any
Guarantor or any Credit Party are subordinated to the claims of
Agent and
Lenders; and/or
(h) apply any sums by whomever paid or however realized to any
amounts
owing by any Guarantor or any Credit Party to Agent or any Lender
in such
manner as Agent or any Lender shall determine in its
discretion;
and Agent and Lenders shall not incur any liability to Guarantors
as a result
thereof, and no such action shall impair or release the Guaranteed
Obligations
of Guarantors or any of them under this Guaranty.
2.7
REINSTATEMENT. This Guaranty shall remain in full force and effect
and
continue to be effective should any petition be filed by or against
any Credit
Party or any Guarantor for liquidation or reorganization, should
any Credit
Party or any Guarantor become insolvent or make an assignment for
the benefit of
creditors or should a receiver or trustee be appointed for all or
any
significant part of such Credit Party's or such Guarantor's assets,
and shall
continue to be effective or be reinstated, as the case may be, if
at any time
payment and performance of the Guaranteed Obligations, or any part
thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be
restored or returned by Agent or any Lender, whether as a "voidable
preference",
"fraudulent conveyance", or otherwise, all as though such payment
or performance
had not been made. In the event that any payment, or any part
thereof, is
rescinded, reduced, restored or returned, the Guaranteed
Obligations shall be
reinstated and deemed reduced only by such amount paid and not so
rescinded,
reduced, restored or returned.
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2.8
WAIVER OF SUBROGATION, ETC. Notwithstanding anything to the
contrary in
this Guaranty, or in any other Loan Document, each Guarantor
hereby:
(a) expressly and irrevocably waives, on behalf of itself and
its
successors and assigns (including any surety), any and all rights
at law or
in
equity to subrogation, to reimbursement, to exoneration, to
contribution, to indemnification, to set off or to any other rights
that
could accrue to a surety against a principal, to a guarantor
against a
principal, to a guarantor against a maker or obligor, to an
accommodation
party against the
party accommodated, to a holder or transferee against a
maker, or to the holder of any claim against any Person, and which
such
Guarantor may have or hereafter acquire against any Credit Party
in
connection with or as a result of such Guarantor's execution,
delivery
and/or performance of this Guaranty, or any other documents to
which such
Guarantor is a party or otherwise; and
(b) acknowledges and agrees (i) that this waiver is intended to
benefit Agent and Lenders and shall not limit or otherwise effect
any
Guarantor's liability hereunder or the enforceability of this
Guaranty, and
(ii)
that Agent, Lenders and their respective successors and assigns
are
intended third party beneficiaries of the waivers and agreements
set forth
in
this SECTION 2.8 and their rights under this SECTION 2.8 shall
survive
payment in full of the Guaranteed Obligations.
2.9
ELECTION OF REMEDIES. If Agent may, under applicable law, proceed
to
realize benefits under any of the Loan Documents giving Agent and
Lenders a Lien
upon any Collateral owned by any Credit Party, either by judicial
foreclosure or
by non-judicial sale or enforcement, Agent may, at its sole option,
determine
which of such remedies or rights it may pursue without affecting
any of such
rights and remedies under this Guaranty. If, in the exercise of any
of its
rights and remedies, Agent shall forfeit any of its rights or
remedies,
including its right to enter a deficiency judgment against any
Credit Party,
whether because of any applicable laws pertaining to "election of
remedies" or
the like, Guarantors hereby consent to such action by Agent and
waive any claim
based upon such action, even if such action by Agent shall result
in a full or
partial loss of any rights of subrogation which Guarantors might
otherwise have
had but for such action by Agent. Any election of remedies which
results in the
denial or impairment of the right of Agent to seek a deficiency
judgment against
any Credit Party shall not impair each Guarantor's obligation to
pay the full
amount of the Guaranteed Obligations. In the event Agent shall bid
at any
foreclosure or trustee's sale or at any private sale permitted by
law or the
Loan Documents, Agent may bid all or less than the amount of the
Guaranteed
Obligations and the amount of such bid need not be paid by Agent
but shall be
credited against the Guaranteed Obligations. The amount of the
successful bid at
any such sale shall be conclusively deemed to be the fair market
value of the
collateral and the difference between such bid amount and the
remaining balance
of the Guaranteed Obligations shall be co
