Exhibit 10.35


 


Execution Copy


 


CONTINUING
GUARANTY (FIRST LIEN)


 


FOR VALUE RECEIVED, the sufficiency of which
is hereby acknowledged, and in consideration of credit and/or financial
accommodations heretofore or hereafter from time to time made or granted to
PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation and PROSPECT MEDICAL
GROUP, INC., a California professional corporation (each, a “Borrower”
and collectively, the “Borrowers”), pursuant to the First Lien Credit
Agreement dated as of August 8, 2007 by and among the Borrowers, BANK OF
AMERICA, N.A. as administrative agent (the “Administrative Agent”) and
the lenders party thereto (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), the undersigned
Guarantor (whether one or more, the “Guarantor”, and if more than one,
jointly and severally) hereby furnishes its guaranty of the Guaranteed
Obligations (as hereinafter defined) as follows:


 


1.             Guaranty.  The Guarantor hereby absolutely and
unconditionally guarantees, as a guaranty of payment and performance and not
merely as a guaranty of collection, prompt payment when due, whether at stated
maturity, by required prepayment, upon acceleration, demand or otherwise, and
at all times thereafter, of all “Obligations” as defined in the Credit
Agreement, and any and all existing and future indebtedness and liabilities of
every kind, nature and character, direct or indirect, absolute or contingent,
liquidated or unliquidated, voluntary or involuntary and whether for principal,
interest, premiums, fees, indemnities, damages, costs, expenses or otherwise,
of the Borrowers to the Administrative Agent and any other Secured Party
arising under the Credit Agreement, any other Loan Documents and any
instruments, agreements or other documents of any kind or nature now or
hereafter executed in connection therewith 
(including all renewals, extensions, amendments, refinancings and other
modifications thereof and all costs, attorneys’ fees and expenses incurred by
the Administrative Agent and any other Secured Party in connection with the
collection or enforcement thereof), and whether recovery upon such indebtedness
and liabilities may be or hereafter become unenforceable or shall be an allowed
or disallowed claim under any proceeding or case commenced by or against any
Guarantor or either Borrower under the Bankruptcy Code (Title 11, United States
Code), any successor statute or any other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally (collectively, “Debtor Relief
Laws”), and including interest that accrues after the commencement by or
against either Borrower of any proceeding under any Debtor Relief Laws
(collectively, the “Guaranteed Obligations”).  The books and records of the Administrative
Agent and the books and records of each Secured Party showing the amount of the
Guaranteed Obligations shall be admissible in evidence in any action or
proceeding, and shall be binding upon the Guarantor and conclusive for the
purpose of establishing the amount of the Guaranteed Obligations.  This Guaranty shall not be affected by the
genuineness, validity, regularity or enforceability of the Guaranteed
Obligations or any instrument or agreement evidencing any Guaranteed
Obligations, or by the existence, validity, enforceability, perfection,
non-perfection or extent of any collateral therefor, or by any fact or
circumstance relating to the Guaranteed Obligations which might otherwise
constitute a defense to the obligations of the Guarantor under this Guaranty,
and the Guarantor hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to any or all of the foregoing. Anything
contained herein to the contrary notwithstanding, the obligations of the 


 

















 


Guarantor hereunder at any time shall be limited
to an aggregate amount equal to the largest amount that would not render its
obligations hereunder subject to avoidance as a fraudulent transfer or
conveyance under Section 548 of the Bankruptcy Code (Title 11, United
States Code) or any comparable provisions of any similar federal or state law.


 


2.             No
Setoff or Deductions; Taxes; Payments.  The Guarantor represents and warrants that it
is organized and resident in the United States of America.  The Guarantor shall make all payments
hereunder without setoff or counterclaim and free and clear of and without
deduction for any taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, compulsory loans, restrictions or conditions of any nature now or
hereafter imposed or levied by any jurisdiction or any political subdivision
thereof or taxing or other authority therein unless the Guarantor is compelled
by law to make such deduction or withholding. 
If any such obligation (other than one arising with respect to taxes
based on or measured by the income or profits of the Administrative Agent or
any other Secured Party) is imposed upon the Guarantor with respect to any
amount payable by it hereunder, the Guarantor will pay to the Administrative
Agent or such other Secured Party, on the date on which such amount is due and
payable hereunder, such additional amount in Dollars as shall be necessary to
enable the Administrative Agent or such other Secured Party to receive the same
net amount which the Administrative Agent or such other Secured Party would
have received on such due date had no such obligation been imposed upon the
Guarantor.  The Guarantor will deliver
promptly to the Administrative Agent or such other Secured Party certificates
or other valid vouchers for all taxes or other charges deducted from or paid
with respect to payments made by the Guarantor hereunder. Payments by the
Guarantor shall be made to the Administrative Agent in accordance with Section 2.12
of the Credit Agreement and shall be credited and applied in accordance with Section 8.03
of the Credit Agreement.  The obligations
of the Guarantor under this paragraph shall survive the payment in full of the
Guaranteed Obligations and termination of this Guaranty.


 


3.             Rights
of Administrative Agent and the Other Secured Parties.  The Guarantor consents and agrees that the
Administrative Agent and the other Secured Parties may, at any time and from
time to time, without notice or demand, and without affecting the
enforceability or continuing effectiveness hereof:  (a) amend, extend, renew, compromise,
discharge, accelerate or otherwise change the time for payment or the terms of
the Guaranteed Obligations or any part thereof; (b) take, hold, exchange,
enforce, waive, release, fail to perfect, sell, or otherwise dispose of any
security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply
such security and direct the order or manner of sale thereof as the
Administrative Agent and the other Secured Parties in their sole discretion may
determine; and (d) release or substitute one or more of any endorsers or
other guarantors of any of the Guaranteed Obligations.  Without limiting the generality of the
foregoing, the Guarantor consents to the taking of, or failure to take, any
action which might in any manner or to any extent vary the risks of the
Guarantor under this Guaranty or which, but for this provision, might operate
as a discharge of the Guarantor.


 


4.             Certain
Waivers.  The Guarantor waives
(a) any defense arising by reason of any disability or other defense of
either Borrower or any other guarantor, or the cessation from any cause
whatsoever (including any act or omission of the Administrative Agent or any
other Secured Party) of the liability of either Borrower other than payment in
full of the Guaranteed Obligations; (b) any defense based on any claim
that the Guarantor’s obligations exceed or are 


 


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more burdensome than those of the Borrowers; (c) the
benefit of any statute of limitations affecting the Guarantor’s liability
hereunder; (d) any right to require the Administrative Agent or any other
Secured Party to proceed against the Borrowers, proceed against or exhaust any
security for the Indebtedness, or pursue any other remedy in the Administrative
Agent’s or any other Secured Party’s power whatsoever; (e) any benefit of
and any right to participate in any security now or hereafter held by the
Administrative Agent or any other Secured Party; and (f) to the fullest
extent permitted by law, any and all other defenses or benefits that may be
derived from or afforded by applicable law limiting the liability of or
exonerating guarantors or sureties.  The
Guarantor expressly waives all setoffs and counterclaims and all presentments,
demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or
demands of any kind or nature whatsoever with respect to the Guaranteed
Obligations, and all notices of acceptance of this Guaranty or of the
existence, creation or incurrence of new or additional Guaranteed Obligations.
The Guarantor waives any rights and defenses that are or may become available
to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433
of the California Civil Code. As provided below, this Guaranty shall be
governed by, and construed in accordance with, the laws of the State of New
York. The foregoing waivers and the provisions hereinafter set forth in this
Guaranty which pertain to California law are included solely out of an
abundance of caution, and shall not be construed to mean that any of the above
referenced provisions of California law are in any way applicable to this
Guaranty or the Guaranteed Obligations.


 


5.             Obligations
Independent.  The obligations
of the Guarantor hereunder are those of primary obligor, and not merely as
surety, and are independent of the Guaranteed Obligations and the obligations
of any other guarantor, and a separate action may be brought against the
Guarantor to enforce this Guaranty whether or not the Borrowers or any other
person or entity are joined as a party.


 


6.             Subrogation.  The Guarantor shall not exercise any right of
subrogation, contribution, indemnity, reimbursement or similar rights with
respect to any payments it makes under this Guaranty until all of the
Guaranteed Obligations and any amounts payable under this Guaranty have been
indefeasibly paid and performed in full and any commitments of the
Administrative Agent and each other Secured Party or facilities provided by the
Administrative Agent and each other Secured Party with respect to the
Guaranteed Obligations are terminated. 
If any amounts are paid to the Guarantor in violation of the foregoing
limitation, then such amounts shall be held in trust for the benefit of the
Administrative Agent and the other Secured Parties and shall forthwith be paid
to the Administrative Agent (for the benefit of itself and the other Secured
Parties) to reduce the amount of the Guaranteed Obligations, whether matured or
unmatured.


 


7.             Contribution.  Subject to Paragraph 6 above, the
Guarantor hereby agrees with each other Guarantor that if any Guarantor shall
make an Excess Payment (as defined below), such Guarantor shall have a right of
contribution from each other Guarantor in an amount equal to such other
Guarantor’s Contribution Share (as defined below) of such Excess Payment (as
defined below). The payment obligations of any Guarantor under this Paragraph 7
shall be subordinate and subject in right of payment to the Guaranteed
Obligations until such time as the Guaranteed Obligations have been paid in
full, and no Guarantor shall exercise any right or 


 


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remedy under this Paragraph 7 against any
other Guarantor until such Guaranteed Obligations have been paid in full.


 


For purposes of this
Paragraph 7:


 


(a) “Excess Payment” shall mean the
amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed
Obligations;


 


(b) “Ratable Share” shall mean, for any
Guarantor in respect of any payment of Guaranteed Obligations, the ratio
(expressed as a percentage) as of the date of such payment of Guaranteed
Obligations of (i) the amount by which the aggregate present fair salable
value of all of its assets and properties exceeds the amount of all debts and
liabilities of such Guarantor (including probable contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present
fair salable value of all assets and other properties of all of the Guarantors
exceeds the amount of all of the debts and liabilities (including probable
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of the Guarantors hereunder) of the Guarantors;
provided, however, that, for purposes of calculating the Ratable Shares of the
Guarantors in respect of any payment of Guaranteed Obligations, any Guarantor
that became a Guarantor subsequent to the date of any such payment shall be
deemed to have been a Guarantor on the date of such payment and the financial
information for such Guarantor as of the date such Guarantor became a Guarantor
shall be utilized for such Guarantor in connection with such payment; and


 


(c) “Contribution Share” shall mean, for
any Guarantor in respect of any Excess Payment made by any other Guarantor, the
ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the
amount by which the aggregate present fair salable value of all of its assets
and properties exceeds the amount of all debts and liabilities of such
Guarantor (including probable contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable
value of all assets and other properties of the Guarantors other than the maker
of such Excess Payment exceeds the amount of all of the debts and liabilities
(including probable contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Guarantors) of the Guarantors
other than the maker of such Excess Payment; provided, however, that,
for purposes of calculating the Contribution Shares of the Guarantors in
respect of any Excess Payment, any Guarantor that became a Guarantor subsequent
to the date of any such Excess Payment shall be deemed to have been a Guarantor
on the date of such Excess Payment and the financial information for such
Guarantor as of the date such Guarantor became a Guarantor shall be utilized
for such Guarantor in connection with such Excess Payment.


 


Each Guarantor recognizes
and acknowledges that the rights to contribution arising hereunder shall
constitute an asset in favor of the party entitled to such contribution. This
Paragraph 7 shall not be deemed to affect any right of subrogation, indemnity,
reimbursement or 


 


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contribution that any
Guarantor may have under applicable Law against the Borrowers in respect of any
payment of Guaranteed Obligations.


 


8.             Termination;
Reinstatement.  This Guaranty
is a continuing and irrevocable guaranty of all Guaranteed Obligations now or
hereafter existing and shall remain in full force and effect until all
Guaranteed Obligations and any other amounts payable under this Guaranty are
indefeasibly paid in full in cash and any commitments of the Administrative
Agent and each other Secured Party or facilities provided by the Administrative
Agent and any other Secured Party with respect to the Guaranteed Obligations
are terminated.  Notwithstanding the
foregoing, this Guaranty shall continue in full force and effect or be revived,
as the case may be, if any payment by or on behalf of the Borrowers or the Guarantor
is made, or the Administrative Agent or any other Secured Party exercises its
right of setoff, in respect of the Guaranteed Obligations and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent or any
other Secured Party in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Laws
or otherwise, all as if such payment had not been made or such setoff had not
occurred and whether or not the Administrative Agent or any other Secured Party
is in possession of or has released this Guaranty and regardless of any prior
revocation, rescission, termination or reduction.  The obligations of the Guarantor under this
paragraph shall survive termination of this Guaranty.


 


9.             Subordination.  The Guarantor hereby subordinates the payment
of all obligations and indebtedness of all Borrowers owing to the Guarantor,
whether now existing or hereafter arising, including but not limited to any
obligation of any Borrower to the Guarantor as subrogee of the Administrative
Agent and any other Secured Party or resulting from the Guarantor’s performance
under this Guaranty, to the indefeasible payment in full in cash of all
Guaranteed Obligations.  If the
Administrative Agent so requests, any such obligation or indebtedness of the
Borrowers to the Guarantor shall be enforced and performance received by the
Guarantor as trustee for the Administrative Agent and the proceeds thereof
shall be paid over to the Administrative Agent on account of the Guaranteed
Obligations, but without reducing or affecting in any manner the liability of
the Guarantor under this Guaranty.


 


10.           Stay
of Acceleration.  In the event
that acceleration of the time for payment of any of the Guaranteed Obligations
is stayed, in connection with any case commenced by or against either Borrower
or any other Guarantor under any Debtor Relief Laws, or otherwise, all such
amounts shall nonetheless be payable by the Guarantor immediately upon demand
by the Administrative Agent.


 


11.           Expenses.  The Guarantor shall pay on demand all
out-of-pocket expenses (including attorneys’ fees and expenses and the
allocated cost and disbursements of internal legal counsel) in any way relating
to the enforcement or protection of the Administrative Agent’s and each other
Secured Party’s rights under this Guaranty or in respect of the Guaranteed
Obligations, including any incurred during any “workout” or restructuring in
respect of the Guaranteed Obligations and any incurred in the preservation,
protection or enforcement of any rights of the Administrative Agent and each
other Secured Party in any proceeding under any 


 


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Debtor Relief Laws.  The obligations of the Guarantor under this
paragraph shall survive the payment in full of the Guaranteed Obligations and
termination of this Guaranty.


 


12.           Miscellaneous.  No provision of this Guaranty may be waived,
amended, supplemented or modified, except by a written instrument executed by
the Administrative Agent and the Guarantor. 
No failure by the Administrative Agent or any other Secured Party to
exercise, and no delay in exercising, any right, remedy or power hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy or power hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.  The remedies herein provided are cumulative
and not exclusive of any remedies provided by law or in equity.  The unenforceability or invalidity of any
provision of this Guaranty shall not affect the enforceability or validity of
any other provision herein.  Unless
otherwise agreed by the Administrative Agent and the Guarantor in writing, this
Guaranty is not intended to supersede or otherwise affect any other guaranty
now or hereafter given by the Guarantor for the benefit of the Administrative
Agent and the other Secured Parties or any term or provision thereof.
Capitalized terms used herein but not defined herein shall have the meanings
given thereto in the Credit Agreement.


 


13.           Condition
of Borrowers.  The Guarantor
acknowledges and agrees that it has the sole responsibility for, and has
adequate means of, obtaining from the Borrowers and any other guarantor such
information concerning the financial condition, business and operations of the
Borrowers and any such other guarantor as the Guarantor requires, and that the
Administrative Agent and the other Secured Parties have no duty, and the
Guarantor is not relying on the Administrative Agent or any other Secured Party
at any time, to disclose to the Guarantor any information relating to the
business, operations or financial condition of the Borrowers or any other
guarantor (the guarantor waiving any duty on the part of the Administrative
Agent and the other Secured Parties to disclose such information and any defense
relating to the failure to provide the same).


 


14.           Setoff.  If and to the extent any payment is not made
when due hereunder, the Guarantor hereby irrevocably authorizes each Secured
Party and each of their respective Affiliates at any time and from time to
time, after obtaining the prior written consent of the Administrative Agent, to
the fullest extent permitted by applicable Laws, to set off and apply any and
all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Secured Party or any such Affiliate to or
for the credit or the account of the Guarantor against any and all of the
obligations of the Guarantor now or hereafter existing under this Agreement or
any other Loan Document to such Secured Party, irrespective of whether or not
such Secured Party shall have made any demand under this Agreement or any other
Loan Document and although such obligations of the Guarantor may be contingent
or unmatured or are owed to a branch or office of such Secured Party different
from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Secured
Party and its respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff) that such Secured
Party or its respective Affiliates may have. 
Each Secured Party agrees to notify the Guarantor promptly after any
such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application.


 


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15.           Representations
and Warranties.  The Guarantor
represents and warrants that (a) it is duly organized and in good standing
under the laws of the jurisdiction of its organization and has full capacity
and right to make and perform this Guaranty, and all necessary authority has
been obtained; (b) this Guaranty constitutes its legal, valid and binding
obligation enforceable in accordance with its terms; (c) the making and
performance of this Guaranty does not and will not violate the provisions of
any applicable law, regulation or order, and does not and will not result in
the breach of, or constitute a default or require any consent under, any
material agreement, instrument, or document to which it is a party or by which
it or any of its property may be bound or affected; and (d) all consents,
approvals, licenses and authorizations of, and filings and registrations with,
any governmental authority required under applicable law and regulations for
the making and performance of this Guaranty have been obtained or made and are
in full force and effect.


 


16.           Indemnification
and Survival.  Without
limitation on any other obligations of the Guarantor or remedies of the
Administrative Agent or any other Secured Party under this Guaranty, the
Guarantor shall, to the fullest extent permitted by law, indemnify, defend and
save and hold harmless the Administrative Agent and each other Secured Party
from and against, and shall pay on demand, any and all damages, losses,
liabilities and expenses (including attorneys’ fees and expenses and the
allocated cost and disbursements of internal legal counsel) that may be
suffered or incurred by the Administrative Agent or any other Secured Party in
connection with or as a result of any failure of any Guaranteed Obligations to
be the legal, valid and binding obligations of the Borrowers enforceable
against the Borrowers in accordance with their terms.  The obligations of the Guarantor under this
paragraph shall survive the payment in full of the Guaranteed Obligations and
termination of this Guaranty.


 


17.           GOVERNING
LAW; Assignment; Jurisdiction; Notices. 
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.  This Guaranty shall (a) bind the
Guarantor and its successors and assigns, provided that the Guarantor may not
assign its rights or obligations under this Guaranty without the prior written
consent of the Administrative Agent (and any attempted assignment without such
consent shall be void), and (b) inure to the benefit of the Administrative
Agent and each other Secured Party and their respective successors and assigns
and each Secured Party may, without notice to the Guarantor and without
affecting the Guarantor’s obligations hereunder, assign, sell or grant
participations in the Guaranteed Obligations and this Guaranty, in whole or in
part.  The Guarantor hereby irrevocably (i) submits
to the non-exclusive jurisdiction of any United States Federal or State court
sitting in New York, New York in any action or proceeding arising out of or
relating to this Guaranty, and (ii) waives to the fullest extent permitted
by law any defense asserting an inconvenient forum in connection
therewith.  Service of process by the
Administrative Agent in connection with such action or proceeding shall be
binding on the Guarantor if sent to the Guarantor in the manner set forth
below.  The Guarantor agrees that the
Administrative Agent and each other Secured Party may disclose to any assignee
of or participant in, or any prospective assignee of or participant in, any of
its rights or obligations of all or part of the Guaranteed Obligations any and
all information in the Administrative Agent’s or such Secured Party’s
possession concerning the Guarantor, this Guaranty and any security for this
Guaranty.  All notices and other
communications to the Guarantor under this Guaranty shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail 


 


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or sent by telecopier to the Guarantor at its
address set forth below or at such other address in the United States as may be
specified by the Guarantor in a written notice delivered to the Administrative
Agent at such office as the Administrative Agent may designate for such purpose
from time to time in a written notice to the Guarantor.  If any action or proceeding is filed
in a court of the State of California by or against any party hereto in
connection with any of the transactions contemplated by this Guaranty or any
other Loan Document, (a) the court shall, and is hereby directed to, make
a general reference pursuant to California Code of Civil Procedure Section 638
to a referee (who shall be a single active or retired judge) to hear and
determine all of the issues in such action or proceeding (whether of fact or of
law) and to report a statement of decision, provided that at the option of any
party to such proceeding, any such issues pertaining to a “provisional remedy”
as defined in California Code of Civil Procedure Section 1281.8 shall be
heard and determined by the court and (b) the Guarantors shall be solely
responsible, on a joint and several basis, to pay all fees and expenses of any
referee appointed in such action or proceeding.


 


18.           WAIVER
OF JURY TRIAL; FINAL AGREEMENT. 
TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH GUARANTOR AND EACH SECURED
PARTY HERETO IRREVOCABLY WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION,
CLAIM, SUIT OR PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR
THE GUARANTEED OBLIGATIONS.  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION. THIS GUARANTY REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


19.           Additional Guarantor
Waivers and Agreements.


 


(a)           The Guarantor understands and acknowledges that if the
Administrative Agent or any other Secured Party forecloses judicially or
nonjudicially against any real property security for the Guaranteed
Obligations, that foreclosure could impair or destroy any ability that the
Guarantor may have to seek reimbursement, contribution, or indemnification from
the Borrowers or others based on any right the Guarantor may have of
subrogation, reimbursement, contribution, or indemnification for any amounts
paid by the Guarantor under this Guaranty. The Guarantor further understands
and acknowledges that in the absence of this paragraph, such potential
impairment or destruction of the Guarantor’s rights, if any, may entitle the
Guarantor to assert a defense to this Guaranty based on Section 580d of
the California Code of Civil Procedure as interpreted in Union Bank v.
Gradsky, 265 Cal.App.2d 40 (1968). By executing this Guaranty, the
Guarantor freely, irrevocably, and unconditionally: (i) waives and
relinquishes that defense and agrees that the Guarantor will be fully liable
under this Guaranty even though the Administrative Agent or any other Secured
Party may foreclose, either by judicial foreclosure 


 


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or by exercise of power of
sale, any deed of trust securing the Guaranteed Obligations; (ii) agrees
that the Guarantor will not assert that defense in any action or proceeding
which the Administrative Agent or any other Secured Party may commence to
enforce this Guaranty; (iii) acknowledges and agrees that the rights and
defenses waived by the Guarantor in this Guaranty include any right or defense
that the Guarantor may have had or be entitled to assert based on or arising
out of any one or more of Sections 580a, 580b, 580d, or 726 of the California
Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges
and agrees that the Administrative Agent and each other Secured Party is
relying on this waiver in creating the Guaranteed Obligations, and that this
waiver is a material part of the consideration which the Administrative Agent
and each other Secured Party is receiving for creating the Guaranteed
Obligations.


 


(b)           The Guarantor waives all rights and defenses that the
Guarantor may have because any of the Guaranteed Obligations is secured by real
property.  This means, among other
things: (i) The Administrative Agent and each other Secured Party may
collect from the Guarantor without first foreclosing on any real or personal
property collateral pledged by either Borrower; and (ii) if the
Administrative Agent or any other Secured Party forecloses on any real property
collateral pledged by either Borrower or any other Person: (A) the amount
of the Guaranteed Obligations may be reduced only by the price for which the
collateral is sold at the foreclosure sale, even if the collateral is worth
more than the sale price, and (B) the Administrative Agent or any other
Secured Party may collect from the Guarantor even if the Administrative Agent
or any other Secured Party, by foreclosing on the real property collateral, has
destroyed any right the Guarantor may have to collect from the Borrowers or any
other Person.  This is an unconditional
and irrevocable waiver of any rights and defenses the Guarantor may have
because any of the Guaranteed Obligations is secured by real property.  These rights and defenses include, but are
not limited to, any right or defenses based upon Section 580a, 580b, 580d,
or 726 of the California Code of Civil Procedure.


 


(c) The Guarantor
waives any right or defense it may have at law or equity, including California
Code of Civil Procedure Section 580a, to a fair market value hearing or
action to determine a deficiency judgment after a foreclosure.


 


[Signature Pages Follow]


 


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Executed this       
day of August, 2007.


 


 


	
   

  	
  PROSPECT MEDICAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIERRA MEDICAL MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT HOSPITAL ADVISORY 

  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT ADVANTAGE NETWORK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
										



 


 


 

















 


	
   

  	
  PROSPECT HOSPITALS SYSTEM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALTA HOLLYWOOD HOSPITALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALTA LOS ANGELES HOSPITALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROMED HEALTH CARE 

  ADMINISTRATORS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PINNACLE HEALTH RESOURCES

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT PHYSICIAN ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


 


 

















 


	
   

  	
  PROSPECT HEALTH SOURCE MEDICAL 

  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT PROFESSIONAL CARE 

  MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NUESTRA FAMILIA MEDICAL GROUP,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APAC MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT NWOC MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIERRA PRIMARY CARE MEDICAL

  GROUP, A MEDICAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
										



 


 


 

















 


	
   

  	
  STARCARE MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PEGASUS MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ANTELOPE VALLEY MEDICAL 

  ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SANTA ANA/TUSTIN PHYSICIANS GROUP,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROMED HEALTH SERVICES COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENESIS HEALTHCARE OF SOUTHERN

  CALIFORNIA, INC., A MEDICAL GROUP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
									



 


 


 

















 


	
   

  	
  POMONA VALLEY MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UPLAND MEDICAL GROUP, A 

  PROFESSIONAL MEDICAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: