Common use of Subordination of Intercompany Debt Clause in Contracts

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Applicable Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Applicable Agent for the benefit of the Applicable Agent and US Lenders or the Canadian Lenders, as the case may be, all such sums to the extent necessary so that such Agent and the such Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent Agents and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which any Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Applicable Agent (for the benefit of Applicable Agent and the Lenders, as applicable) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent Agents and Lenders (or to Agent Agents for the benefit of Agent Agents and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “"Intercompany Debt”"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Loan Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Loan Party by any other Credit Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Loan Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Loan Party other than as permitted by this Section 9.21 10.21 before the Termination Date, such Credit Loan Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Loan Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Loan Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Loan Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders). Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. By: /s/ Xx Xxxx Name: Xx Xxxx Title: Assistant Secretary By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary The undersigned hereby assumes and agrees to perform all obligations, liabilities indebtedness, covenants and agreements of Addus Acquisition Corporation as Borrower under the foregoing Credit Agreement ADDUS HEALTHCARE, INC. By: /s/ Xx Xxxx Name: Xx Xxxx Title: Assistant Secretary FREEPORT FINANCIAL LLC, as Agent By: /s/ Xxxx Xxxxxxxx Title: Duly Authorized Signatory FREEPORT LOAN FUND LLC, as a Lender By: /s/ Xxxx Xxxxxxxx Title: Duly Authorized Signatory By: /s/ Xxxxxxx X. May Name: Xxxxxxx X. May Title: Vice President Address: 000 Xxxxx Xxxxxxxxx Plaza 33rd Floor, MD GRVR3I Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxx Fax: (000) 000-0000 ABA No.: 000000000 Account No.: 00000000 Bank: Fifth Third Bank Bank Address: 000 Xxxxx Xxxxxxxxx Plaza 33rd Floor, MD GRVR3I Xxxxxxx, XX 00000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: SVP Address: 0000 X. Xxxxxxx Ave., Ste. 900 Dallas, TX 75204 Attn: Xxxxxx Xxxxxx Fax: (000) 000-0000 ABA No.: Account No.: Bank: Bank Address: With a copy to: Residential Funding Corporation c/o GMAC-RFC Health Capital 0000 Xxxxxxxxxx Xxxx Xxxx. Xxxxx 000 Xxxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Fax: (000) 000-0000

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”"INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Notwithstanding anything to the contrary contained in any agreement or instrument creating or evidencing Intercompany Debt, but subject to Section 5.15, each Credit Party hereby covenants and agrees that (i) all obligations (including obligations to pay principal, interest, fees or expenses) of such Credit Party to pay any intercompany Indebtedness or other intercompany payables or receivablesamount under any Intercompany Debt (all such obligations and interest thereon, if any, including, without limitation, interest accruing after the filing of any petition in bankruptcy, or intercompany advances directly the commencement of any insolvency or indirectly made by or owed litigation proceeding, relating to such Credit Party Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, are collectively referred to herein as the “Intercompany Obligations”) and (ii) its right to receive any amounts in connection with any Intercompany Obligations owed by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be junior and subordinate and subject in right of payment to all the prior First Lien Obligations. (b) No direct or indirect payment by set-off, redemption, purchase or in any other manner on account of or pursuant to any Intercompany Debt shall be made by any Credit Party or received by any Credit Party and no such Person shall exercise any remedies in respect thereof, nor shall any distribution of assets of any Credit Party be applied to the payment, purchase or other acquisition, retirement or satisfaction of any of the Intercompany Obligations until the First Lien Obligations have been indefeasibly paid in full in cash and all commitments to make loans or other extensions of credit under the Obligations. Each Credit Party hereby agrees Agreement have been terminated (the “Senior Payment Date”); provided that it will not, while any (i) so long as no Event of Default has occurred and is continuing, accept any continuing or would arise as a result of such payment, including by offset, on any the Credit Parties may make payments under Intercompany Debt until to the Termination Date, in each case, except with extent permitted under the prior written consent of AgentFirst Lien Documents. (bc) In the event of any dissolution, winding up, liquidation, reorganization or other similar proceedings relative to any Credit Party, its property or its operations, whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors, or any other marshalling of the assets of any Credit Party or otherwise (“Bankruptcy Proceeding”), then all First Lien Obligations shall first be indefeasibly paid in full in cash before any Credit Party shall be entitled to receive any payment or distribution of any kind with respect to any Intercompany Obligation, whether in cash, securities or other property. In any such proceedings, any such payment or distribution to which any Credit Party would be entitled if the Intercompany Obligations were not subordinated to the First Lien Obligations shall be paid by the trustee or agent or other Person making such payment or distribution, or by such Credit Party if received by it, directly to the Collateral Agent to the extent necessary to make payment in full of all the First Lien Obligations remaining unpaid as provided in Section 2.01(a) hereof. (d) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of kind with respect to any Credit Party of any kind or characterIntercompany Obligation, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up property, that such Person, pursuant to the terms of this Agreement, is not entitled to retain, such Credit Party Person shall hold any amount so received in trust for the Collateral Agent and shall forthwith turn over such payment or distribution to the Collateral Agent in the event of any Proceeding, Agent and Lenders shall first form received to be entitled applied to receive payment in full in cash, the First Lien Obligations in accordance with this Agreement. (e) Without impairing or releasing the obligations hereunder of the Credit Parties to the Collateral Agent, each Authorized Representative and each First Lien Secured Party, the Collateral Agent, any Authorized Representative and any First Lien Secured Parties may, at any time and from time to time, without the consent of or notice to any Credit Party: (i) extend, renew, increase, modify or amend the terms of the Obligations First Lien Obligations; (ii) sell, exchange, release or otherwise deal with any property, if any, pledged or mortgaged securing the First Lien Obligations; (iii) release any Credit Party, guarantor or any other Person liable in any manner for the First Lien Obligations; (iv) exercise or refrain from exercising any rights against any Credit Party or any other Person; (v) apply any sums by whomever paid or however realized to the First Lien Obligations; or (vi) take any other action that otherwise might be deemed to impair the rights of the holders of the Intercompany Obligations, in each case without incurring responsibility to any Credit Party (but without prejudice to any other agreement (including any Secured Credit Document) between the relevant parties). (f) All rights and interests of the Collateral Agent, any Authorized Representative and any First Lien Secured Party under this AgreementSection 5.13, and all agreements and obligations of each Credit Party under this Section 5.13, shall be absolute and irrevocable notwithstanding: (i) any lack of validity or enforceability of any First Lien Document; (ii) any lack of perfection of any Lien held by the Collateral Agent, (iii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Document, (iv) any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all amounts payable under or any of the First Lien Obligations or any guarantee thereof, (v) the commencement of any Insolvency or Liquidation Proceeding in respect of such Obligations, before any payment Credit Party or distribution is made on(vi) any other circumstances which otherwise might constitute a defense available to, or in respect a discharge of, any Intercompany Debt, Credit Party in respect of any such Proceedingof the First Lien Obligations or this Agreement. (g) Each Credit Party (i) agrees not to (A) assert against the Collateral Agent, any distribution or payment, to which Agent Authorized Representative or any Lender would be entitled except for First Lien Secured Party any rights which a guarantor or surety could exercise until the provisions hereof shall be paid by such Credit PartySenior Payment Date, (B) accelerate any Intercompany Obligations, or (C) exercise any right or remedy otherwise available to it with respect to Intercompany Obligations and (ii) waives (A) any and all notice of the creation, modification, renewal, extension or accrual of any of the First Lien Obligations and notice of or proof of reliance by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent First Lien Secured Party upon this Section 5.13 and (for the benefit of Agent and the LendersB) prior to the extent necessary to pay all such Obligations in full in cashSenior Payment Date, after giving effect to any concurrent payment right of subrogation, contribution, reimbursement or distribution to Agent and Lenders (indemnity which it may have against any Credit Party arising directly or to Agent for the benefit indirectly out of Agent and Lenders)this Section 5.13.

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Maturity Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 9.22 before the Termination Maturity Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby Grantor agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party Grantor by any other Credit another Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party Grantor hereby agrees that it will notnot following written notice by any Agent (and in any case without notice following the occurrence and during the continuance of any Event of Default under Section 9.1(e) of the Credit Agreement), while any Event of Default is continuing, accept any payment, including by any offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party Grantor other than as permitted by this Section 9.21 before 8.13 prior to the Termination Date, such Credit Party Grantor shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately shall, subject to the Intercreditor Agreement, promptly pay over to, the Administrative Agent for the benefit of the Administrative Agent and the Lenders all such sums to the extent necessary so that Administrative Agent and the Lenders shall have been paid in full, in cash, all Obligations (other than contingent indemnification obligations and unasserted expense reimbursement) owed or which may become owingowing by such Grantor. (c) Upon Subject to the Intercreditor Agreement, upon any payment or distribution of any assets of any Credit Loan Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation liquidation, administration, examinership or other winding-up of such Credit Loan Party or in the event of any Proceedingproceeding under the Bankruptcy Code or any similar bankruptcy laws, in which any Loan Party is a debtor, the Administrative Agent and the Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of this Agreement and the Obligations and of this Credit Agreement, of all amounts payable under or in respect of the Obligations owing by such ObligationsLoan Party, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent proceeding under the Bankruptcy Code or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Partysimilar bankruptcy laws, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations owing by such Loan Party in full in cash, after giving effect to any concurrent payment or distribution to the Administrative Agent and the Lenders (or to the Administrative Agent for the benefit of the Administrative Agent and the Lenders), in each case, other than contingent indemnification obligations and unasserted expense reimbursement obligations.

Subordination of Intercompany Debt. (a) Each Credit Loan Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Loan Party by any other Credit Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Loan Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Loan Party other than as permitted by this Section 9.21 10.22 before the Termination Date, such Credit Loan Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Loan Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Loan Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Loan Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “"Intercompany Debt”"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Intercomapny Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any Any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such any Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each No Credit Party hereby agrees that it will notwill, while any Event of Default under Section 6.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of the Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 9.22 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).the

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”"INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) . In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) . Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (aA) Each Credit Loan Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Loan Party by any other Credit Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Loan Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (bB) In the event that any payment on any Intercompany Debt shall be received by a Credit Loan Party other than as permitted by this Section 9.21 subsection 11.20 before the Termination Date, such Credit Loan Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent Agent, Canadian Agent, Issuing Lenders and Lenders all such sums to the extent necessary so that Agent Agent, Canadian Agent, Issuing Lenders and the Lenders shall have been paid Paid in full, in cashFull, all Obligations owed or which may become owingObligations. (cC) Upon any payment or distribution of any assets of any Credit Loan Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Loan Party or in the event of any Proceedingproceeding under applicable Insolvency Law, Agent Agent, Canadian Agent, Issuing Lenders and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceedingproceeding, any distribution or payment, to which Agent Agent, Canadian Agent, any Issuing Lender or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Loan Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent Agent, Canadian Agent, Issuing Lenders and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent Agent, Canadian Agent, Issuing Lenders and Lenders (or to Agent for the benefit of Agent Agent, Canadian Agent, Issuing Lenders and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default under Section 6.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 9.22 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”"INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders). Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. RADNET MANAGEMENT, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- PRIMEDEX HEALTH SYSTEMS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- BEVERLY RADIOLOGY MEDICAL GROUP III Xx: ProNet Imaging Medical Group, Inc., its general partner By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger. M.D. ---------------------------------------- Title: President --------------------------------------- By: Beverly Radiology Medical Group, Inc., its general partner By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- PRONET IMAGING MEDICAL GROUP, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- S-1 BEVERLY RADIOLOGY MEDICAL GROUP, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- RADNET SUB, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- SO CAL MR SITE MANAGEMENT, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- RADNET MANAGEMENT I, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- RADNET MANAGEMENT II, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- RADNET MANAGED IMAGING SERVICES, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- DIAGNOSTIC IMAGING SERVICES, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: Chief Financial Officer --------------------------------------- RADIOLOGIX, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- ADVANCED IMAGING PARTNERS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- IDE IMAGING PARTNERS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- MID ROCKLAND IMAGING PARTNERS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- PACIFIC IMAGING PARTNERS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- QUESTAR IMAGING, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- TREASURE COAST IMAGING PARTNERS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- COMMUNITY IMAGING PARTNERS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- VALLEY IMAGING PARTNERS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- QUESTAR DULUTH, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- QUESTAR LOS ALAMITOS, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- QUESTAR VICTORVILLE, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger. M.D. ---------------------------------------- Title: President --------------------------------------- ROCKY MOUNTAIN OPENSCAN MRI, LLC By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- FRI, INC. By: /s/ Howard G. Berger ----------------------------------------- Name: Howard G. Berger, M.D. ---------------------------------------- Title: President --------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and a Lender By: /s/ Andrew D. Moore ----------------------------------------- Its Duly Authorized Signatory Cratos CLO I Ltd. By: Cratos CDO Management, LLC As Attorney-in-Fact By: Cratos Capital Partners, LLC Its Manager By: /s/ Ronald J. Banks ----------------------------------------- Name: Ronald J. Banks Title: Senior Vixx Xxxxxxxxx Address: Cratos Capital Partners, LLC 3440 Preston Ridge Road, Suite 400 Xxxxxxxxxx, XX 30005 Attn: Portfolio Manager Fax: (312) 896-9027 CIT Healthcare XXX By: /s/ Steve Dowe ----------------------------------------- Name: Steve Dowe Title: Director Address: 505 Fifth Avenue 6th Flxxx Xxx Xxxx, XX 00000 Xxxx: Xxxxxxx Xxxxxxx Fax: (212) 771-9000 WACHOVIA BANK, Xxxxxxxx Xxxxxiation By: /s/ Dominic Barakat ----------------------------------------- Name: Dominic Barakat Title: Vice Presxxxxx Address: 301 South College St. 8xx Xxxxx XX0000 Xxxxxxxxx, XX 00000 Xxxx: Xxxxx Xxxxx Fax: (704) 000-0000 ANNEX A TO CREDIT AGREEMENT ---------------- DEFINITIONS ----------- Capitalized terms used in the Loan Documents shall have (unless otherwise provided elsewhere in the Loan Documents) the following respective meanings and all references to Sections, Exhibits, Schedules or Annexes in the following definitions shall refer to Sections, Exhibits, Schedules or Annexes of or to the Agreement: ACCEPTABLE STANDBY LETTER OF CREDIT means a standby letter of credit, issued by a bank or financial institution acceptable to Agent in its sole discretion, in form and substance satisfactory to Agent in its sole discretion, in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations to be available to Agent to reimburse payments of drafts drawn under outstanding Letters of Credit and to pay any Fees and expenses related thereto.

Subordination of Intercompany Debt. (a) Each Credit Loan Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Loan Party by any other Credit Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Loan Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Loan Party other than as permitted by this Section 9.21 10.21 before the Termination Date, such Credit Loan Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Loan Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Loan Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Loan Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders). Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. By: /s/ Xx Xxxx Name: Xx Xxxx Title: Assistant Secretary By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary By: /s/ Xx Xxxx Name: Xx Xxxx Title: Secretary The undersigned hereby assumes and agrees to perform all obligations, liabilities indebtedness, covenants and agreements of Addus Acquisition Corporation as Borrower under the foregoing Credit Agreement ADDUS HEALTHCARE, INC. By: /s/ Xx Xxxx Name: Xx Xxxx Title: Assistant Secretary FREEPORT FINANCIAL LLC, as Agent By: /s/ Xxxx Xxxxxxxx Title: Duly Authorized Signatory FREEPORT LOAN FUND LLC, as a Lender By: /s/ Xxxx Xxxxxxxx Title: Duly Authorized Signatory By: /s/ Xxxxxxx X. May Name: Xxxxxxx X. May Title: Vice President Address: 000 Xxxxx Xxxxxxxxx Plaza 33rd Floor, MD GRVR3I Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxx Fax: (000) 000-0000 ABA No.: 000000000 Account No.: 00000000 Bank: Fifth Third Bank Bank Address: 000 Xxxxx Xxxxxxxxx Plaza 33rd Floor, MD GRVR3I Xxxxxxx, XX 00000 By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: SVP Address: 0000 X. Xxxxxxx Ave., Ste. 900 Dallas, TX 75204 Attn: Xxxxxx Xxxxxx Fax: (000) 000-0000 ABA No.: Account No.: Bank: Bank Address: With a copy to: Residential Funding Corporation c/o GMAC-RFC Health Capital 0000 Xxxxxxxxxx Xxxx Xxxx. Xxxxx 000 Xxxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Fax: (000) 000-0000 Freeport Loan Fund LLC 5,978,260.86 47.8260870 21,521,739.14 47.8260870 Residential Funding 3,260,869.57 26.0869565 11,739,130.43 26.0869565 Corporation Fifth Third Bank 3,260,869.57 26.0869565 11,739,130.43 26.0869565 (Chicago) Totals 12,500,000.00 100.00 45,000,000.00 100.00 [INSERT CLOSING CHECKLIST] WINSTON & XXXXXX LLP

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party Subsidiary of RPP USA (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept make any payment, including by offset, on any Intercompany Debt to any Person that is not a Credit Party until the Termination Date. Further each Credit Party hereby agrees that upon maturity of any Obligations, whether at stated maturity, by acceleration or otherwise, no payment, including by offset, shall be made on any Intercompany Debt, and all such Obligations shall first be paid in each casecash, except with before any payment (whether in cash, property, securities or otherwise) is made on account of the prior written consent of AgentIntercompany Debt. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent Agents and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, Agreement of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which any Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Applicable Agent (for the benefit of Applicable Agent and the Applicable Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Applicable Agent and Applicable Lenders (or to Applicable Agent for the benefit of Applicable Agent and Applicable Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will notthat, while any Event of Default is continuing, to the extent so directed in writing by Agent, such Credit Party will not accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Intercomapny Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, Party or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).. Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. as Borrower By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Chief Financial Officer as a Credit Party By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Chief Financial Officer as a Credit Party By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Chief Financial Officer as a Credit Party By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Chief Financial Officer As a Credit Party By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Chief Financial Officer as a Credit Party By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Chief Financial Officer as a Credit Party By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President and Chief Financial Officer as Agent, an L/C Issuer and a Lender Name: /s/ Xxxx X. Xxxxxxxx Its Duly Authorized Signatory

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “"Intercompany Debt”"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the ObligationsObligations to the extent set forth in this Section 9.21. Each Credit Party hereby agrees that it will notthat, while any Event of Default is continuing, to the extent so directed in writing by Agent, such Credit Party will not accept any payment, including by offset, on any Intercompany Debt until the Termination Date. Except during the continuation of an Event of Default, in each case, except with the prior written consent Credit Party shall be permitted to make and accept payments of Agentintercompany debt. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceedingbankruptcy or similar proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceedingproceeding, and in furtherance thereof, any distribution or payment, to which Agent or any Lender Credit Party would be entitled except for the provisions hereof shall be paid by such Credit Party, Party or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).. Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. RATHGIBSON, INC. By: /s/ Xxxxxx X. Xxxxxx _____________________________________ Name: Xxxxxx X. Xxxxxx _____________________________________ Title: President & CEO RGCH HOLDINGS CORP. By: /s/ Xxxxxxx Xxxxxxxxx _____________________________________ Name: Xxxxxxx Xxxxxxxxx _____________________________________ Title: President Credit Agreement GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT, AN L/C ISSUER AND A LENDER By: /s/ Xxxx Cascade --------------------------------------- Its Duly Authorized Signatory Credit Agreement ANNEX A TO CREDIT AGREEMENT DEFINITIONS Capitalized terms used in the Loan Documents shall have (unless otherwise provided elsewhere in the Loan Documents) the following respective meanings and all references to Sections, Exhibits, Schedules or Annexes in the following definitions shall refer to Sections, Exhibits, Schedules or Annexes of or to the Agreement:

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default under Section 6.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agentthe Co-Administrative Agents. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 9.22 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent Co-Administrative Agents and Lenders all such sums to the extent necessary so that Agent Co-Administrative Agents and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent Co-Administrative Agents and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which either Co-Administrative Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent Co-Administrative Agents and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent Co-Administrative Agents and Lenders (or to Agent for the benefit of Agent Co-Administrative Agents and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby Grantor agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party Grantor by any other Credit another Loan Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party Grantor hereby agrees that it will notnot following written notice by the Administrative Agent (and in any case without notice following the occurrence and during the continuance of any Event of Default under Section 9.1(e) of the Credit Agreement), while any Event of Default is continuing, accept any payment, including by any offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party Grantor other than as permitted by this Section 9.21 before 8.13 prior to the Termination Date, such Credit Party Grantor shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately promptly pay over to, the Administrative Agent for the benefit of the Administrative Agent and Lenders Lender all such sums to the extent necessary so that Administrative Agent and the Lenders shall have been paid in full, in cash, all Obligations (other than contingent indemnification obligations and unasserted expense reimbursement) owed or which may become owingowing by such Grantor. (c) Upon any payment or distribution of any assets of any Credit Loan Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation liquidation, administration, examinership or other winding-up of such Credit Loan Party or in the event of any Proceedingproceeding under the Bankruptcy Code or any similar bankruptcy laws, in which any Loan Party is a debtor, the Administrative Agent and the Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement and the Credit Agreement, of all amounts payable under or in respect of such ObligationsObligations owing by such Loan Party, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceedingproceeding under the Bankruptcy Code or any similar bankruptcy laws, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Administrative Agent (for the benefit of the Administrative Agent and the Lenders) to the extent necessary to pay all such Obligations owing by such Loan Party in full in cash, after giving effect to any concurrent payment or distribution to the Administrative Agent and the Lenders (or to the Administrative Agent for the benefit of the Administrative Agent and the Lenders), in each case, other than contingent indemnification obligations and unasserted expense reimbursement obligations).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”"INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders). Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. RADNET MANAGEMENT, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- PRIMEDEX HEALTH SYSTEMS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- XXXXXXX RADIOLOGY MEDICAL GROUP III By: ProNet Imaging Medical Group, Inc., its general partner By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- By: Xxxxxxx Radiology Medical Group, Inc., its general partner By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- PRONET IMAGING MEDICAL GROUP, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- S-1 XXXXXXX RADIOLOGY MEDICAL GROUP, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- RADNET SUB, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- SO CAL MR SITE MANAGEMENT, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- RADNET MANAGEMENT I, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- RADNET MANAGEMENT II, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- RADNET MANAGED IMAGING SERVICES, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- DIAGNOSTIC IMAGING SERVICES, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- RADIOLOGIX, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- ADVANCED IMAGING PARTNERS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- IDE IMAGING PARTNERS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- MID ROCKLAND IMAGING PARTNERS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- PACIFIC IMAGING PARTNERS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- QUESTAR IMAGING, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- TREASURE COAST IMAGING PARTNERS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- COMMUNITY IMAGING PARTNERS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- VALLEY IMAGING PARTNERS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- QUESTAR DULUTH, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- QUESTAR LOS ALAMITOS, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- QUESTAR VICTORVILLE, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- ROCKY MOUNTAIN OPENSCAN MRI, LLC By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- S-5 FRI, INC. By: ----------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and a Lender By: _________________________________________ Its Duly Authorized Signatory [LENDER] By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Address: -------------------------------------- Attn: Fax: (___) ___-____ ABA No.: ------------------------------------- account No.: ---------------------------------- Bank: ---------------------------------------- Bank Address: ------------------------------- ANNEX A TO CREDIT AGREEMENT ---------------- DEFINITIONS ----------- Capitalized terms used in the Loan Documents shall have (unless otherwise provided elsewhere in the Loan Documents) the following respective meanings and all references to Sections, Exhibits, Schedules or Annexes in the following definitions shall refer to Sections, Exhibits, Schedules or Annexes of or to the Agreement: ACCEPTABLE STANDBY LETTER OF CREDIT means a standby letter of credit, issued by a bank or financial institution acceptable to Agent in its sole discretion, in form and substance satisfactory to Agent in its sole discretion, in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations to be available to Agent to reimburse payments of drafts drawn under outstanding Letters of Credit and to pay any Fees and expenses related thereto.

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default under Section 8.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).. Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. By: /s/ Xxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxxxx, Xx. Title: EVP, CFO and Treasurer By: /s/ Xxxxxx X. Xxxxxx Its Duly Authorized Signatory

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “"Intercompany Debt”"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted if prohibited by this Section 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such Credit Party by any other Credit Party (collectively, “Intercompany Debt”"INTERCOMPANY DEBT"), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each Credit Party hereby agrees that it will not, while any Event of Default is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of Agent. (b) . In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section SECTION 9.21 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) . Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).. Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. RADNET MANAGEMENT, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- PRIMEDEX HEALTH SYSTEMS, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- XXXXXXX RADIOLOGY MEDICAL GROUP III By: ProNet Imaging Medical Group, Inc., its general partner By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- By: Xxxxxxx Radiology Medical Group, Inc., its general partner By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- PRONET IMAGING MEDICAL GROUP, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- S-1 XXXXXXX RADIOLOGY MEDICAL GROUP, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- RADNET SUB, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- SO CAL MR SITE MANAGEMENT, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- RADNET MANAGEMENT I, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- RADNET MANAGEMENT II, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- RADNET MANAGED IMAGING SERVICES, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- DIAGNOSTIC IMAGING SERVICES, INC. By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and a Lender By: ------------------------------------------- Its Duly Authorized Signatory [LENDER] By: ------------------------------------------- Name: ----------------------------------------- Title: ---------------------------------------- Address: -------------------------------------

Subordination of Intercompany Debt. (a) Each Credit Party hereby agrees that any Any intercompany Indebtedness or other intercompany payables or receivables, or intercompany advances directly or indirectly made by or owed to such any Credit Party by any other Credit Party (collectively, “Intercompany Debt”), of whatever nature at any time outstanding shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations. Each No Credit Party hereby agrees that it will notwill, while any Event of Default under Section 6.1(a), (f), or (g) is continuing, accept any payment, including by offset, on any Intercompany Debt until the Termination Date, in each case, except with the prior written consent of the Agent. (b) In the event that any payment on any Intercompany Debt shall be received by a Credit Party other than as permitted by this Section 9.21 9.22 before the Termination Date, such Credit Party shall receive such payments and hold the same in trust for, segregate the same from its own assets and shall immediately pay over to, the Agent for the benefit of the Agent and Lenders all such sums to the extent necessary so that Agent and the Lenders shall have been paid in full, in cash, all Obligations owed or which may become owing. (c) Upon any payment or distribution of any assets of any Credit Party of any kind or character, whether in cash, property or securities by set-off, recoupment or otherwise, to creditors in any liquidation or other winding-up of such Credit Party or in the event of any Proceeding, Agent and Lenders shall first be entitled to receive payment in full in cash, in accordance with the terms of the Obligations and of this Agreement, of all amounts payable under or in respect of such Obligations, before any payment or distribution is made on, or in respect of, any Intercompany Debt, in any such Proceeding, any distribution or payment, to which Agent or any Lender would be entitled except for the provisions hereof shall be paid by such Credit Party, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to Agent (for the benefit of Agent and the Lenders) to the extent necessary to pay all such Obligations in full in cash, after giving effect to any concurrent payment or distribution to Agent and Lenders (or to Agent for the benefit of Agent and Lenders).