MODIFICATION OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS SET FORTH IN WRITING AND SIGNED BY
THE PARTIES HERETO.
8.13
CAPTIONS.
THE HEADINGS OR CAPTIONS OF THE ARTICLES
AND SECTIONS SET FORTH HEREIN ARE FOR CONVENIENCE ONLY, ARE NOT A PART OF THIS
AGREEMENT AND ARE NOT TO BE CONSIDERED IN INTERPRETING THIS AGREEMENT.
8.14
JOINT AND SEVERAL LIABILITY.
IF BORROWER CONSISTS
OF MORE THAN ONE (1) INDIVIDUAL AND/OR ENTITY, EACH OF SAID INDIVIDUALS AND/OR
ENTITIES SHALL BE JOINTLY AND SEVERALLY LIABLE FOR EACH COVENANT, AGREEMENT,
REPRESENTATION AND WARRANTY OF BORROWER HEREUNDER.
8.15
BORROWER-LENDER RELATIONSHIP.
THE RELATIONSHIP
BETWEEN BORROWER AND LENDER CREATED HEREBY AND BY THE OTHER LOAN DOCUMENTS SHALL
BE THAT OF A BORROWER AND A LENDER ONLY, AND IN NO EVENT SHALL LENDER BE DEEMED
TO BE A PARTNER OF, OR A JOINT VENTURER WITH, BORROWER.
8.16
BENEFIT OF LENDER.
THE RIGHTS OF THE LENDER UNDER
THE LOAN DOCUMENTS ARE FOR THE BENEFIT OF LENDER SOLELY IN ITS CAPACITY AS A
LENDER IN CONNECTION WITH THE LOAN AND ARE NOT INTENDED TO BENEFIT THE LENDER IN
ITS CAPACITY AS THE "BUYER" UNDER THE OPTION AGREEMENT.
8.17
RESERVED.
8.18
PLEDGE OF ACCOUNTS.
BORROWER SHALL GRANT TO LENDER
A PERFECTED SECURITY INTEREST IN THE ACCOUNTS AS ADDITIONAL SECURITY FOR THE
LOAN.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER, LENDER SHALL BE
ENTITLED TO FORECLOSE UPON BORROWER'S INTEREST IN THE ACCOUNTS EITHER BEFORE,
AFTER OR TOGETHER WITH THE FORECLOSURE OF THE DEED OF TRUST.
UPON ANY SUCH
FORECLOSURE, ALL AMOUNTS CONTAINED IN THE ACCOUNTS SHALL BE APPLIED TO REDUCE
THE BALANCE OF LOAN AMOUNT.
ON OR PRIOR TO THE CLOSING DATE, LENDER, BORROWER
AND THE FINANCIAL INSTITUTIONS MAINTAINING THE ACCOUNTS SHALL ENTER INTO
"CONTROL AGREEMENTS" FOR THE PURPOSE OF PERFECTING THE SECURITY INTERESTS IN THE
ACCOUNTS AS PROVIDED UNDER THE UCC.
NOTWITHSTANDING ANYTHING IN THE LOAN
DOCUMENTS TO THE CONTRARY, LENDER SHALL SUBORDINATE ALL OF ITS RIGHTS AND
INTERESTS TO THE EMERGENCY ROOM ACCOUNT PURSUANT TO THE TERMS OF A SUBORDINATION
AGREEMENT TO BE ENTERED INTO BY BORROWER AND ANY LENDER PROVIDING FINANCING TO
BORROWER FOR PURPOSES OF DESIGN AND CONSTRUCTION OF THE EMERGENCY ROOM FACILITY.
8.19
PROHIBITION AGAINST TRANSFERS.
BORROWER SHALL NOT
PERMIT ANY TRANSFER TO BE UNDERTAKEN OR CAUSE ANY TRANSFER TO OCCUR, OTHER THAN
A PERMITTED TRANSFER.
ANY TRANSFER MADE IN VIOLATION OF THIS LOAN AGREEMENT
SHALL BE VOID.
8.20
LENDER APPROVAL.
LENDER'S DECISION TO APPROVE ANY
TRANSFER PROPOSED BY BORROWER SHALL BE MADE IN LENDER'S SOLE DISCRETION AND
LENDER SHALL NOT BE OBLIGATED TO APPROVE ANY TRANSFER.
27
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Address:
"BORROWER"
Brotman Medical Center Inc.
BROTMAN MEDICAL CENTER, INC.,
3828 Delmas Terrace
a California corporation, debtor-in-possession
Culver City, California 90231
Attn: Stanley Otake, CEO
By:
/s/ Stanley Otake
Name:
Stanley Otake
Its:
Chief Executive Officer
Address:
"LENDER"
JHA West 16, LLC
JHA WEST 16, LLC,
c/o Jewish Home for the Aging
a Delaware