Exhibit
10.4


 


CONTINUING GUARANTY


 


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 (the “Borrower”), pursuant to the Credit Agreement
dated as of the date hereof by and among the Borrower, ROYAL BANK OF CANADA 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”; capitalized terms not otherwise defined in
this Guaranty shall have the respective meanings set forth in 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) pursuant to this Continuing
Guaranty dated as of July 29, 2009 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
Borrower 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 the 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 the 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 2.11 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 (subject to the terms of the Loan Documents) 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 the 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 the Borrower other than payment in full of the Guaranteed 


 


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Obligations; (b) any defense based on any claim
that the Guarantor’s obligations exceed or are more burdensome than those of
the Borrower; (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
Borrower, 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.  In accordance
with Section 2856 of the California Civil Code the Guarantor waives any
and all rights and defenses available to it by reason of Sections 2787 to 2855,
inclusive, 2899 and 3433 of the California Civil Code, including any and all
rights or defenses the Guarantor may have because the Obligations are secured
by real property or by reason of protection afforded to the Guarantor with
respect to any of the Obligations pursuant to the antideficiency or other laws
of the State of California limiting or discharging a principal’s indebtedness
or a guarantor’s obligations, including Section 580a, 580b, 580d or 726 of
the California Code of Civil Procedure. 
Consequently, among other things: (1) the Secured Parties may
collect from the Guarantor without first foreclosing on any real or personal
property collateral pledged by the Guarantor; and (2) if the Secured
Parties foreclose on any real property collateral pledged by the Guarantor: (x) the
amount of the 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 (y) the Secured Parties may collect from the
Guarantor even if the Secured Parties, by foreclosing on the real property
collateral, have destroyed any right the Guarantor may have to collect from the
Borrower. This is an unconditional and irrevocable waiver of any rights and
defenses the Guarantor may have because the Obligations are secured by real
property. The Guarantor also waives all rights and defenses arising out of an
election of remedies by the Secured Parties, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for an
Obligation, has destroyed the Guarantor’s rights of subrogation and
reimbursement against the Borrower by the operation of Section 580d of the
California Code of Civil Procedure or otherwise; and even though that election
of remedies by the Secured Parties, such as nonjudicial foreclosure with
respect to security for an obligation of the Guarantor, has destroyed the
Borrower’s rights of contribution against the Guarantor.  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 


 


3

















 


brought against the Guarantor to enforce this Guaranty
whether or not the Borrower or any other person or entity is 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.  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 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


 


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(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 contribution that any Guarantor may have under applicable Law against
the Borrower 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 Borrower 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 the Borrower owing to the Guarantor,
whether now existing or hereafter arising, including but not limited to any
obligation of the Borrower to the Guarantor as subrogee of the Administrative
Agent and any other Secured Party or resulting from the 


 


5

















 


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 Borrower 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 the 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) 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 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.


 


13.           CONDITION OF
BORROWER.  The Guarantor acknowledges
and agrees that it has the sole responsibility for, and has adequate means of,
obtaining from the Borrower and any other guarantor such information concerning
the financial condition, business and operations of the Borrower 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 Borrower 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).


 


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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.


 


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) 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 Borrower enforceable against the Borrower 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 


 


7

















 


(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 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.


 


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 


 


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Borrower 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 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 the Borrower; and (ii) if the Administrative Agent or any other
Secured Party forecloses on any real property collateral pledged by the
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 Borrower 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]


 


9
















 


IN
WITNESS WHEREOF, the parties hereto have caused this Continuing Guaranty to be
executed as of the day and year first written above.


 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALTA HOSPITALS SYSTEM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name: Samuel S. Lee

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALTA HOLLYWOOD HOSPITALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name: Samuel S. Lee

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALTA LOS ANGELES HOSPITALS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name: Samuel S. Lee

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENESIS HEALTHCARE OF SOUTHERN CALIFORNIA, INC.,
  A MEDICAL GROUP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name: Samuel S. Lee

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POMONA VALLEY MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name: Samuel S. Lee

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Prospect:
Continuing Guaranty]


 

















 


	
   

  	
  PROMED HEALTH CARE
  ADMINISTRATORS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROMED HEALTH SERVICES COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT HOSPITAL ADVISORY
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT HEALTH SOURCE MEDICAL
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  



 


[Prospect:
Continuing Guaranty]


 

















 


	
   

  	
  PROSPECT MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT NWOC MEDICAL GROUP,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROSPECT PROFESSIONAL CARE MEDICAL
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STARCARE MEDICAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel S. Lee

  
	
   

  	
   

  	
  Name:
  Samuel S. Lee

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Samuel S. Lee

  
	
   

  	
   

  	
  Name: Samuel S. Lee

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Prospect:
Continuing Guaranty]