IS INTENDED TO CREATE ANY PARTNERSHIP, JOINT VENTURE, ASSOCIATION OR
SPECIAL RELATIONSHIP BETWEEN GRANTOR AND HOLDER AND LENDERS OR IN ANY WAY TO
MAKE HOLDER OR ANY LENDER A CO-PRINCIPAL WITH GRANTOR WITH REFERENCE TO THE
PROPERTY. ALL AGREED CONTRACTUAL DUTIES BETWEEN OR AMONG HOLDER, LENDERS,
GRANTOR AND TRUSTEE ARE SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS, AND
ANY ADDITIONAL IMPLIED COVENANTS OR DUTIES ARE HEREBY DISCLAIMED.
ANY
INFERENCES TO THE CONTRARY OF ANY OF THE FOREGOING ARE HEREBY EXPRESSLY NEGATED.
38
SECTION 6.23
APPLICABLE LAW.
THIS DEED OF TRUST,
AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION SHALL BE GOVERNED BY AND
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND PURSUANT TO THE LAWS
OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND
APPLICABLE UNITED STATES FEDERAL LAW, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY
PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK ARE GOVERNED BY THE LAWS OF
SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT WITH RESPECT TO THE CREATION,
PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIEN OR INTEREST OF THIS DEED OF
TRUST, THE LAWS OF CALIFORNIA SHALL APPLY.
SECTION 6.24
ENTIRE AGREEMENT.
THE LOAN
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT AMONG BORROWERS,
GRANTOR, HOLDER AND LENDERS WITH RESPECT TO THE TRANSACTIONS ARISING HEREUNDER
IN CONNECTION WITH THE SECURED INDEBTEDNESS AND SUPERSEDE ALL PRIOR WRITTEN OR
ORAL UNDERSTANDINGS AND AGREEMENTS AMONG GRANTOR, HOLDER AND LENDERS WITH
RESPECT TO THE MATTERS ADDRESSED IN THE LOAN DOCUMENTS.
BORROWERS AND GRANTOR
HEREBY ACKNOWLEDGE THAT, EXCEPT AS INCORPORATED IN WRITING IN THE LOAN
DOCUMENTS, THERE ARE NOT AND WERE NOT, AND NO PERSONS ARE OR WERE AUTHORIZED BY
HOLDER OR LENDERS TO MAKE, ANY REPRESENTATIONS, UNDERSTANDINGS, STIPULATIONS,
AGREEMENTS OR PROMISES, ORAL OR WRITTEN, WITH RESPECT TO THE MATTERS ADDRESSED
IN THE LOAN DOCUMENTS.
39
IN WITNESS WHEREOF, Borrowers and Grantor have executed this instrument as of
the date first written on page 1 hereof.
The address of Grantor is:
GRANTOR:
400 Corporate Point, Suite 525
ALTA LOS ANGELES HOSPITALS,
Culver City, California 90230
INC.
By:
Name:
Title:
The address of Borrower is:
BORROWER:
400 Corporate Point, Suite 525
PROSPECT MEDICAL HOLDINGS,
Culver City, California
90230
INC.
By:
Name:
Title:
The address of Borrower is:
BORROWER:
400 Corporate Point, Suite 525
PROSPECT MEDICAL GROUP, INC.
Culver City, California
90230
By:
Name:
Title:
The address of Administrative Agent/Holder is:
Bank of America, N.A.
800 Fifth Avenue, 32nd Floor
Mail Code WA1-501-32-37
Seattle, Washington
98104
The address of Trustee is:
PRLAP, Inc.
P.O. Box 2240
Brea, California
92822
[Norwalk Community Hospital - Second Lien]
STATE OF CALIFORNIA
COUNTY OF
On
, before me,
, a notary public, personally
appeared
, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and