51-96 Lakewood Hosp Lease - Laserfiche WebLink

Home Browse Search

Section 14.14. Trustees. When all Bonds are no longer outstanding under the Indentures, all references to the Senior Trustee, Subordinated Trustee and Trustees shall be deemed eliminated from this Lease and any approval herein required of the Senior Trustee, the Subordinated Trustee or the Trustees shall be eliminated from this Lease. Section 14.15. Matters Relating to Definitive A~reement. The Lessee has entered into a Definitive Agreement with the Member and the Lessee agrees that it will enforce its rights against the Member given to it in Article 2 of that Definitive Agreement and in the event that the Member should fail to observe its obligation to the Lessee under that Article 2, the Lessee shall promptly notify the City of that failure. The Lessee acknowledges and agrees that the City may utilize any legally available remedy, including, without limitation, injunctive relief, to compel the Lessee to enforce its rights and entitlements under Article 2 of the Definitive Agreement. The Lessee further agrees that it will not agree to any amendment or modification of the Definitive Agreement that amends, modifies, alters or clarifies the fights and entitlements of the Lessee under Article 2 of the Definitive Agreement in any manner which, in the reasonable judgment of the City, diminishes or impairs any such right or entitlement, and that the Lessee will not waive any refusal or failure by any other party to the Definitive Agreement to fulfill its duties or obligations under Article 2 thereof, unless the Lessee shall first have notified the City of (i) its intent to agree to such amendment or modification or to grant such waiver, the proposed effective date of such amendment, modification or waiver (which shall not be earlier than the seventieth (70th) day following such notification) and (ii) the reasons for agreeing to or granting such amendment, modification or waiver. Such amendment or modification may be entered into or such waiver granted on or after the proposed effective date, so long as there shall not have become effective within sixty (60) days after such notification an ordinance or resolution of the City directing the Lessee not to enter into such amendment or modification or grant the waiver which was the subject of the notification. Without limiting the generality of the foregoing, the Lessee agrees that' it will not terminate or purport to terminate the Definitive Agreement or permit CCF to terminate or purport to terminate the Definitive Ag, reement, in both cases purmant to'Section 10.2 of the Definitive Agreement, without the prior approval of the City evidenced by an ordinance or resolution of the City. In the event that the Lessee or CCF terminates or purports to terminate the Definitive Agreement without the prior approval of the City, then, in addition to any other rights and remedies that the City may have pursuant to this Lease with respect thereto, the City shall have the right (but shall not be obligated) to terminate this Lease subject to the rights of the holders of the outstanding Bonds (as long as such Bonds remain outstanding). If the City terminates the Lease under this paragraph, the termination will become effective on the last day of the one hundred twentieth (120th) month following the effective date of the termination of the Definitive Agreement unless the effective date of the termination of the Definitive Agreement occurs prior to December 31, 2002 in which event the termination will become effective on December 31, 2012. The Lessee agrees that it will not assi.gn or purport to assi.gn its rights under the Definitive Agreement nor permit the Member to assxgn or purport to assign its rights pursuant to Section 12.9 of the Definitive Agreement unless the proposed assignee is both a non-profit corporation and, in the case of an assignment by the Member, is a Permitted Affiliate, and unless the Lessee shall first have notified the City of (i) its intent to make such an assignment or to permit such assignment, the proposed effective date of such assignment (which shall not be earlier than the sixtieth (60th) day following such notification), (ii) whether, in the case of a proposed assignment by the Member, the entity to which the Member seeks to assign its rights is a Permitted Affiliate as herein defined and is a non-profit corporation, and (iii) the reasons for making or permitting such an assignment. Such assignment may be entered into on or after the proposed effective date, so long as there shall not have become effective an ordinance or -52 -