on Equipment
to such other liens in order to facilitate such financings; provided, however,
the terms of such financings shall be commercially reasonable.
8.22
Access.
Lender shall permit any lender providing financing to Borrower
secured by Borrower's Accounts to enter any premises of Borrower where any
Documents directly related to such Accounts are located for the purpose of
foreclosing on, and taking possession of, such Documents.
All capitalized terms
used in this Section 8.22, but not otherwise defined in this Agreement, shall
have the meanings given to such terms in the UCC."
35.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AMENDMENT, THE LOAN
AGREEMENT (AS AMENDED TO DATE) SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL
NOT BE DEEMED TO HAVE BEEN MODIFIED OR AMENDED BY THIS AMENDMENT.
EACH OF THE
PARTIES UNDERSTANDS AND AGREES THAT BY EXECUTING AND DELIVERING THIS AMENDMENT
THE OTHER PARTIES DO NOT HEREBY WAIVE ANY OF THEIR RESPECTIVE RIGHTS OR REMEDIES
UNDER THE LOAN AGREEMENT (AS AMENDED TO DATE).
36.
FROM AND AFTER THE DATE HEREOF, ALL REFERENCES IN THE LOAN
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS TO THE LOAN AGREEMENT SHALL BE
DEEMED TO BE REFERENCES TO THE LOAN AGREEMENT AS MODIFIED HEREBY. THIS AMENDMENT
SHALL CONSTITUTE A LOAN DOCUMENT FOR ALL PURPOSES UNDER THE LOAN AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
37.
THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT (AS AMENDED TO
DATE), CONSTITUTES THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND ANY OTHER PRIOR OR CONTEMPORANEOUS AGREEMENTS,
WHETHER WRITTEN OR ORAL, WITH RESPECT THERETO ARE EXPRESSLY SUPERSEDED HEREBY.
38.
THIS AMENDMENT, THE RIGHTS OF THE PARTIES HEREUNDER AND THE
INTERPRETATION HEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, IN ALL RESPECTS.
TO THE EXTENT
PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION RELATING TO THIS AMENDMENT.
39.
THIS AMENDMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE
ONE AND THE SAME AGREEMENT.
ANY SIGNATURE DELIVERED BY FACSIMILE OR ELECTRONIC
MAIL SHALL BE DEEMED TO BE AN ORIGINAL SIGNATURE HEREUNDER.
[Signature page follows]
10
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.
"BORROWER"
BROTMAN MEDICAL CENTER, INC.,
a California corporation
By:
/s/ Stanley Otake
Name:
Stanley Otake
Title:
Chief Executive Officer
"LENDER"
JHA WEST 16, LLC,
a Delaware limited liability company
By:
JHA Geriatric Services, Inc., a California corporation
Its:
Sole Member
By:
/s/ M. M. Forrest
Name:
M. M. Forrest
Title:
Chief Executive Officer and President
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO LOAN AGREEMENT]