OF THE PARTIES WITH RESPECT TO THE
LOAN AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL UNDERSTANDINGS AND AGREEMENTS WITH
RESPECT THERETO.
NO 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.
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.
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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.
8.21
PERSONAL PROPERTY FINANCINGS.
LENDER HEREBY AGREES THAT BORROWER
SHALL BE PERMITTED TO SECURE FINANCINGS AND GRANT LIENS ON THE COLLATERAL BUT
NOT ON THE LAND AND IMPROVEMENTS TO OTHER LENDERS.
LENDER AGREES TO SUBORDINATE
ITS LIEN ON THE COLLATERAL TO SUCH OTHER LIENS IN ORDER TO FACILITATE SUCH
FINANCINGS; PROVIDED, HOWEVER, THE TERMS OF SUCH FINANCINGS SHALL BE
COMMERCIALLY REASONABLE.
[Signatures on following page]
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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