2010-04-12 Regular City Council Agenda

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judgment, court order or settlement, Tenant shall satisfy the claim or lien. If Tenant fails to pay any charges for which a claim or lien has been filed or fails to provide security to Landlord against such claim or lien as required hereby, Landlord reserves the right to pay the lien and any related costs, including reasonable attorneys' fees, and Tenant shall pay to Landlord the amount of such payments made by Landlord, with interest at the maximum rate allowed by law. If any lien or other action affecting the title or interest of the Premises shall be filed, the party receiving notice of such lien or action shall immediately give written notice to the other party. To the extent permitted by law, Tenant agrees to indemnify and save Landlord harmless from any loss, damages, costs, including attorneys' fees, or other expenses or liabilities arising from claims or liens of laborers or materialmen for work or materials provided to Tenant on the Premises. 22. Insolvency. If a petition is filed by or against Tenant for relief under Title 11 of the United States Code, as amended (the "Bankruptcy Code"), and Tenant (including for purposes of this section Tenant's successor in bankruptcy, whether a trustee or Tenant as debtor in possession) assumes and proposes to assign, or proposes to assume and assign, this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made or accepted a bona fide offer to accept an assignment of this Lease on the terms acceptable to Tenant, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under this Lease, shall be given to Landlord by Tenant no later than twenty (20) days after Tenant has made or received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable, to take an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commission which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (i) may require from the assignee a deposit or other security for the performance of its obligations under this Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; and (ii) shall be entitled to receive as additional Rent, any amounts received by Tenant in connection with such assignment. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or documentation to have assumed all of the Tenant's obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption. No provision of this Lease shall be deemed a waiver of Landlord's rights or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease (including, without limitation, to oppose any assumption or assignment of this Lease on the grounds that this Lease is personal to Tenant and/or that the use of the Premises by Tenant solely for a pediatric specialty hospital is a material inducement to Landlord to 9