Common use of Wastewater Treatment Plant Clause in Contracts

Wastewater Treatment Plant. Lessee has expressed an interest in building a wastewater treatment plant (the “Wastewater Treatment Plant”) at its sole cost and expense to serve the Premises. Lessee shall not be liable to Lessor for any additional charge or cost in connection with the Wastewater Treatment Plan except as set forth in Section 3 above. The Wastewater Treatment Plant may include a system for recycling and processing waste water generated in the Building and for recirculating such processed water within the Building, which may also include an on-site treatment plant for such processing of waste and any housing enclosure therefor (if any). Lessee will submit a scope of work for the Wastewater Treatment Plant to Lessor and thereafter will provide monthly updates to Lessor for informational purposes during Lessee’s design process. Lessee will then submit plans of the Wastewater Treatment Plant to Lessor for Lessor’s approval in accordance with Section 9 of the Lease. Lessee agrees that this improvement shall be made in a lien-free manner by duly licensed contractors and in compliance with all insurance requirements and with all applicable permits, building regulations, zoning laws and all other governmental rules, regulations, ordinances, statutes and laws as set forth in the Lease. Lessee may, at Lessee’s option, remove the Wastewater Treatment Plant at, or at any time prior to, the end of the Term. Lessee shall, upon the request of Lessor with at least sixty (60) days’ prior written notice to Lessee (the “WTP Restoration Notice”), remove the portions of the Wastewater Treatment Plant that are above-ground and cap the Wastewater Treatment Plant at the transfer station and pump (the “WTP Restoration Work”) at the end of the Term or the termination date triggered by an Early Termination Notice. In no event shall Lessee have less than one hundred ​ ​ ​​ -3- Seventh Amendment to Lease[Dreisbach/Blue Apron] ​ ​ twenty (120) days to perform the WTP Restoration Work from Lessee’s receipt of the WTP Restoration Notice. If Lessor provides the WTP Restoration Notice with fewer than one hundred twenty (120) days remaining in the Term, then Lessor hereby grants Lessee a license to enter the Premises at reasonable times in order to perform the WTP Restoration Work following the end of the Term (the “Post-Termination License”) and Lessee’s indemnity and insurance obligations will remain in full force and effect. Notwithstanding anything to the contrary contained in the Lease, as amended hereby, under no circumstances shall Lessee be deemed to be in holdover, including the obligations to pay Base Rent or Additional Electricity, as a result of Lessee’s exercise of the Post-Termination License. Lessee shall repair any damage caused by the installation and/or removal of the Wastewater Treatment Plant as set forth in the Lease. Lessor shall use commercially reasonable efforts, at no cost to Lessor, to cooperate with Lessee, or to cause Master Lessor to cooperate with Lessee, to obtain all governmental approvals required for installation, operation, maintenance and repair of the Wastewater Treatment Plant to the extent Lessor’s or Master Lessor’s cooperation is required. Notwithstanding the foregoing, Lessor acknowledges and agrees that Lessee may, at any time, and in Lessee’s sole discretion, cease operation of the Wastewater Treatment Plant on a temporary or permanent basis, so long as: (1) such cessation of operation will not materially adversely affect the operation, functionality or performance of the Building and (2) Lessee provides at least sixty (60) days’ prior written notice to Lessor. Notwithstanding the foregoing, Lessee shall be permitted to immediately cease operation of the Wastewater Treatment Plant if operation of the Wastewater Treatment Plant could result in health or safety concerns, harm or damage to persons or property, or otherwise violate any applicable laws, in which case Lessee shall provide Lessor with notice promptly following such cessation of operation. Lessor acknowledges that the Wastewater Treatment Plant could be adversely impacted by a change in use of any space in the Building (i.e., a use of the Building that was not in effect as of the Seventh Amendment Effective Date in which Lessor is using the Building for storage as of the Seventh Amendment Effective Date) (each, a “Changed Use”). Notwithstanding anything to the contrary contained in the Lease, as amended hereby, Lessor shall (i) provide Lessee with prior written notice of any Changed Use prior to such Changed Use going into effect so that Lessee can monitor any impacts on the Wastewater Treatment Plant and (ii) be responsible for any costs incurred by Lessee in connection with any Changed Uses, including any costs for (x) Lessee to comply with applicable law, (y) additional utilities and (z) increased monitoring and treatment of the wastewater.

Wastewater Treatment Plant. Lessee has expressed an interest in building a A wastewater treatment plant (the “Wastewater Treatment PlantWWTP”) at its sole cost and expense to serve the Premises. Lessee shall not be liable to Lessor for any additional charge or cost in connection with the Wastewater Treatment Plan except as set forth in Section 3 above. The Wastewater Treatment Plant may include a system for recycling and processing waste water generated in the Building and for recirculating such processed water within the Building, which may also include an on-site treatment plant for such processing of waste and any housing enclosure therefor (if any). Lessee will submit a scope of work for the Wastewater Treatment Plant to Lessor and thereafter will provide monthly updates to Lessor for informational purposes during Lessee’s design process. Lessee will then submit plans currently serves all of the Wastewater Treatment Plant to Lessor for Lessor’s approval in accordance with Section 9 of buildings on the Lease. Lessee agrees that this improvement shall be made in a lien-free manner by duly licensed contractors and in compliance with all insurance requirements and with all applicable permits, building regulations, zoning laws and all other governmental rules, regulations, ordinances, statutes and laws as set forth in the Lease. Lessee may, at Lessee’s option, remove the Wastewater Treatment Plant at, or at any time prior to, the end of the Term. Lessee shall, upon the request of Lessor with at least sixty (60) days’ prior written notice to Lessee (the “WTP Restoration Notice”), remove the portions of the Wastewater Treatment Plant that are above-ground and cap the Wastewater Treatment Plant at the transfer station and pump (the “WTP Restoration Work”) at the end of the Term or the termination date triggered by an Early Termination Notice. In no event shall Lessee have less than one hundred ​ ​ ​​ -3- Seventh Amendment to Lease[Dreisbach/Blue Apron] ​ ​ twenty (120) days to perform the WTP Restoration Work from Lessee’s receipt of the WTP Restoration Notice. If Lessor provides the WTP Restoration Notice with fewer than one hundred twenty (120) days remaining in the Term, then Lessor hereby grants Lessee a license to enter the Premises at reasonable times in order to perform the WTP Restoration Work following the end of the Term (the “Post-Termination License”) and Lessee’s indemnity and insurance obligations will remain in full force and effect. Notwithstanding anything to the contrary contained in the Lease, as amended hereby, under no circumstances shall Lessee be deemed to be in holdoverCampus, including the obligations to pay Base Rent or Additional ElectricityPremises Buildings. There are three separate wastewater collection and conveyance systems—sanitary, as a result of Lessee’s exercise of laboratory and biologics--for each building on the Post-Termination License. Lessee shall repair any damage caused by Campus, including the installation and/or removal of the Wastewater Treatment Plant as set forth in the Lease. Lessor shall use commercially reasonable efforts, at no cost to Lessor, to cooperate with Lessee, or to cause Master Lessor to cooperate with Lessee, to obtain all governmental approvals required for installation, operation, maintenance and repair of the Wastewater Treatment Plant to the extent Lessor’s or Master Lessor’s cooperation is required. Notwithstanding the foregoing, Lessor acknowledges and agrees that Lessee may, at any time, and in Lessee’s sole discretion, cease operation of the Wastewater Treatment Plant on a temporary or permanent basis, so long as: Premises Building (1“WWTP Conveyance System”). (i) such cessation of operation will not materially adversely affect the operation, functionality or performance of the Building and (2) Lessee provides at least sixty (60) days’ prior written notice to Lessor. Notwithstanding the foregoing, Lessee Tenant shall be permitted to immediately cease discharge wastewater to the wastewater treatment plant (“WWTP”) owned and operated by Landlord through Discharge to Surface Water Permit No. NJ0000795, as may hereinafter be renewed (“DSW Permit”), and Discharge to Groundwater Permit No. NJ0101575, as may hereinafter be renewed (“DGW Permit”) issued to Landlord by the NJDEP. (ii) Prior to the Commencement Date, Tenant agrees to provide Landlord with a waste profile detailing the chemical substances in its wastewater. Tenant shall bear all costs and expenses associated with any modifications or upgrades of the WWTP reasonably necessary to ensure that the operation of the Wastewater Treatment Plant if operation WWTP will comply with applicable limits or other terms of the Wastewater Treatment Plant could result DSW Permit or DGW Permit. (iii) During the Term, Tenant agrees to provide Landlord with advance notice of its intended modification in health its waste profile related to wastewater which will be sent to the WWTP, including any modifications in connection with Major Alterations, Minor Alterations and Initial Tenant Improvements or safety concernsproposed modification or expansion of the WWTP Conveyance System. Upon Landlord’s written notice of approval (not to be unreasonably withheld, harm conditioned or damage delayed) of accepting wastewater with such modifications to persons the WWTP, Tenant shall be permitted to send such wastewater to the WWTP. To the extent Tenant’s proposed modifications to the waste profile of its wastewater requires modifications or propertyupgrades of the WWTP, or otherwise violate any applicable laws, in which case Lessee shall provide Lessor with notice promptly following such cessation of operation. Lessor acknowledges that the Wastewater Treatment Plant could be adversely impacted by WWTP Conveyance System and/or a change in use limits or other terms of any space the DSW Permit or DGW Permit, Tenant shall bear all costs and expenses associated with such modifications or upgrades and/or a change in limits or other terms of the DSW Permit or DGW Permit. (iv) Landlord shall not transfer its ownership interest in the Building WWTP (i.e., a use or any portions of the Building Project upon which WWTP facilities are located) without causing the transferee to enter into a commercially reasonable wastewater discharge agreement with Tenant in form and substance satisfactory to Tenant securing continuous access to wastewater discharge and which provides that was not in effect as of the Seventh Amendment Effective Date in which Lessor is using the Building costs for storage as of the Seventh Amendment Effective Date) (each, a “Changed Use”). Notwithstanding anything such wastewater discharge provided to the contrary contained in the Lease, as amended hereby, Lessor shall (i) provide Lessee with prior written notice of any Changed Use prior to such Changed Use going into effect so that Lessee can monitor any impacts on the Wastewater Treatment Plant and (ii) Premises will be responsible for any costs incurred by Lessee in connection with any Changed Uses, including any costs for (x) Lessee to comply with applicable law, (y) additional utilities and (z) increased monitoring and treatment of the wastewatercommercially reasonable.

Wastewater Treatment Plant. Lessee has expressed an interest The Sellers have caused the Company to enter into (i) that certain Development Agreement dated May 9, 2007 by and among Oxford Properties, LLC, the Company and BlackRock Realty Advisors Community Development Multifamily Equity Fund I, LLC (the “Development Agreement”), (ii) that certain Agreement to Construct Community Waste Water Collection, Treatment and Disposal Facilities in building a wastewater treatment plant West Vxxxxxx Township (the “Wastewater Treatment PlantConstruction Agreement”) at its sole cost dated May 21, 2007 with West Vxxxxxx Township, Cxxxxxx County, Pennsylvania (“Township”), and expense to serve (ii) that certain Sewer Reimbursement Agreement (the Premises. Lessee shall not be liable to Lessor for any additional charge or cost in connection “Reimbursement Agreement”) dated May 21, 2007 with the Township (the Development Agreement, Wastewater Treatment Plan except Construction Agreement and the Reimbursement Agreement are hereinafter collectively referred to as set forth in Section 3 abovethe “Sewer Agreements”). The Wastewater Treatment Plant may include Under the terms of the Sewer Agreements, the Company has designed and constructed a community sewer system for recycling and processing waste water generated in the Building and for recirculating such processed water within the Building, which may also include an on-site consisting of a Sequential Batch Reactor wastewater treatment plant for such processing of waste and any housing enclosure therefor drip irrigation disposal system, together with associated collection and conveyance facilities (if any). Lessee will submit a scope of work for the Wastewater Treatment Plant “System”) and an expansion component (the “System Expansion”) on an approximately 12 acre parcel owned by the Township, and the Township has agreed to Lessor and thereafter will provide monthly updates to Lessor for informational purposes during Lessee’s design process. Lessee will then submit plans accept dedication of the Wastewater Treatment Plant System and the System Expansion. Sellers covenants and agrees to Lessor for Lessor’s approval cause the Company to promptly initiate the dedication of the System to the Township and to satisfy all of the conditions to such dedication described in accordance with Section 9 of the LeaseWastewater Construction Agreement, at Sellers’ expense, on or prior to the Closing Date. Lessee agrees that this improvement shall be made in a lien-free manner by duly licensed contractors Sellers’ hereby agree to indemnify and in compliance with all insurance requirements defend Buyer against and with all applicable permits, building regulations, zoning laws hold Buyer harmless from any and all other governmental rulesclaims, regulationsliabilities, ordinanceslosses, statutes damages, costs and laws as set forth in expenses, including, without limitation, all reasonable attorneys’ fees, fees of consultants and expert witnesses and court and arbitration costs asserted against or suffered by Buyer resulting from (i) Sellers’ failure to cause the Lease. Lessee may, at Lessee’s option, remove Company to dedicate the Wastewater Treatment Plant at, or at any time prior to, System to the end Township and to satisfy all of the Term. Lessee shall, upon the request of Lessor with at least sixty (60) days’ prior written notice conditions to Lessee (the “WTP Restoration Notice”), remove the portions such dedication described in Section 9 of the Wastewater Treatment Plant that are above-ground and cap the Wastewater Treatment Plant at the transfer station and pump (the “WTP Restoration Work”) at the end of the Term or the termination date triggered by an Early Termination Notice. In no event shall Lessee have less than one hundred ​ ​ ​​ -3- Seventh Amendment to Lease[Dreisbach/Blue Apron] ​ ​ twenty (120) days to perform the WTP Restoration Work from Lessee’s receipt of the WTP Restoration Notice. If Lessor provides the WTP Restoration Notice with fewer than one hundred twenty (120) days remaining in the Term, then Lessor hereby grants Lessee a license to enter the Premises at reasonable times in order to perform the WTP Restoration Work following the end of the Term (the “Post-Termination License”) and Lessee’s indemnity and insurance obligations will remain in full force and effect. Notwithstanding anything to the contrary contained in the Lease, as amended hereby, under no circumstances shall Lessee be deemed to be in holdover, including the obligations to pay Base Rent or Additional Electricity, as a result of Lessee’s exercise of the Post-Termination License. Lessee shall repair any damage caused by the installation and/or removal of the Wastewater Treatment Plant as set forth in the Lease. Lessor shall use commercially reasonable effortsConstruction Agreement, at no cost to Lessor, to cooperate with Lessee, Sellers’ expense or to cause Master Lessor to cooperate with Lessee, to obtain all governmental approvals required for installation, operation, maintenance and repair of the Wastewater Treatment Plant to the extent Lessor’s or Master Lessor’s cooperation is required. Notwithstanding the foregoing, Lessor acknowledges and agrees that Lessee may, at any time, and in Lessee’s sole discretion, cease operation of the Wastewater Treatment Plant on a temporary or permanent basis, so long as: (1) such cessation of operation will not materially adversely affect the operation, functionality or performance of the Building and (2) Lessee provides at least sixty (60) days’ prior written notice to Lessor. Notwithstanding the foregoing, Lessee shall be permitted to immediately cease operation of the Wastewater Treatment Plant if operation of the Wastewater Treatment Plant could result in health or safety concerns, harm or damage to persons or property, or otherwise violate any applicable laws, in which case Lessee shall provide Lessor with notice promptly following such cessation of operation. Lessor acknowledges that the Wastewater Treatment Plant could be adversely impacted by a change in use of any space in the Building (i.e., a use of the Building that was not in effect as of the Seventh Amendment Effective Date in which Lessor is using the Building for storage as of the Seventh Amendment Effective Date) (each, a “Changed Use”). Notwithstanding anything to the contrary contained in the Lease, as amended hereby, Lessor shall (i) provide Lessee with prior written notice of any Changed Use prior to such Changed Use going into effect so that Lessee can monitor any impacts on the Wastewater Treatment Plant and (ii) be responsible for the Company’s breach of any costs incurred by Lessee in connection with any Changed Uses, including any costs for (x) Lessee to comply with applicable law, (y) additional utilities and (z) increased monitoring and treatment covenant or obligation of the wastewaterCompany under the Sewer Agreements. This Section 20 shall survive the Closing.

Wastewater Treatment Plant. Lessee has expressed an interest The Sellers have caused the Company to enter into (i) that certain Development Agreement dated May 9, 2007 by and among Oxford Properties, LLC, the Company and BlackRock Realty Advisors Community Development Multifamily Equity Fund I, LLC (the “Development Agreement”), (ii) that certain Agreement to Construct Community Waste Water Collection, Treatment and Disposal Facilities in building a wastewater treatment plant West Xxxxxxx Township (the “Wastewater Treatment PlantConstruction Agreement”) at its sole cost dated May 21, 2007 with West Xxxxxxx Township, Xxxxxxx County, Pennsylvania (“Township”), and expense to serve (ii) that certain Sewer Reimbursement Agreement (the Premises. Lessee shall not be liable to Lessor for any additional charge or cost in connection “Reimbursement Agreement”) dated May 21, 2007 with the Township (the Development Agreement, Wastewater Treatment Plan except Construction Agreement and the Reimbursement Agreement are hereinafter collectively referred to as set forth in Section 3 abovethe “Sewer Agreements”). The Wastewater Treatment Plant may include Under the terms of the Sewer Agreements, the Company has designed and constructed a community sewer system for recycling and processing waste water generated in the Building and for recirculating such processed water within the Building, which may also include an on-site consisting of a Sequential Batch Reactor wastewater treatment plant for such processing of waste and any housing enclosure therefor drip irrigation disposal system, together with associated collection and conveyance facilities (if any). Lessee will submit a scope of work for the Wastewater Treatment Plant “System”) and an expansion component (the “System Expansion”) on an approximately 12 acre parcel owned by the Township, and the Township has agreed to Lessor and thereafter will provide monthly updates to Lessor for informational purposes during Lessee’s design process. Lessee will then submit plans accept dedication of the Wastewater Treatment Plant System and the System Expansion. Sellers covenants and agrees to Lessor for Lessor’s approval cause the Company to promptly initiate the dedication of the System to the Township and to satisfy all of the conditions to such dedication described in accordance with Section 9 of the LeaseWastewater Construction Agreement, at Sellers’ expense, on or prior to the Closing Date. Lessee agrees that this improvement shall be made in a lien-free manner by duly licensed contractors Sellers’ hereby agree to indemnify and in compliance with all insurance requirements defend Buyer against and with all applicable permits, building regulations, zoning laws hold Buyer harmless from any and all other governmental rulesclaims, regulationsliabilities, ordinanceslosses, statutes damages, costs and laws as set forth in expenses, including, without limitation, all reasonable attorneys’ fees, fees of consultants and expert witnesses and court and arbitration costs asserted against or suffered by Buyer resulting from (i) Sellers’ failure to cause the Lease. Lessee may, at Lessee’s option, remove Company to dedicate the Wastewater Treatment Plant at, or at any time prior to, System to the end Township and to satisfy all of the Term. Lessee shall, upon the request of Lessor with at least sixty (60) days’ prior written notice conditions to Lessee (the “WTP Restoration Notice”), remove the portions such dedication described in Section 9 of the Wastewater Treatment Plant that are above-ground and cap the Wastewater Treatment Plant at the transfer station and pump (the “WTP Restoration Work”) at the end of the Term or the termination date triggered by an Early Termination Notice. In no event shall Lessee have less than one hundred ​ ​ ​​ -3- Seventh Amendment to Lease[Dreisbach/Blue Apron] ​ ​ twenty (120) days to perform the WTP Restoration Work from Lessee’s receipt of the WTP Restoration Notice. If Lessor provides the WTP Restoration Notice with fewer than one hundred twenty (120) days remaining in the Term, then Lessor hereby grants Lessee a license to enter the Premises at reasonable times in order to perform the WTP Restoration Work following the end of the Term (the “Post-Termination License”) and Lessee’s indemnity and insurance obligations will remain in full force and effect. Notwithstanding anything to the contrary contained in the Lease, as amended hereby, under no circumstances shall Lessee be deemed to be in holdover, including the obligations to pay Base Rent or Additional Electricity, as a result of Lessee’s exercise of the Post-Termination License. Lessee shall repair any damage caused by the installation and/or removal of the Wastewater Treatment Plant as set forth in the Lease. Lessor shall use commercially reasonable effortsConstruction Agreement, at no cost to Lessor, to cooperate with Lessee, Sellers’ expense or to cause Master Lessor to cooperate with Lessee, to obtain all governmental approvals required for installation, operation, maintenance and repair of the Wastewater Treatment Plant to the extent Lessor’s or Master Lessor’s cooperation is required. Notwithstanding the foregoing, Lessor acknowledges and agrees that Lessee may, at any time, and in Lessee’s sole discretion, cease operation of the Wastewater Treatment Plant on a temporary or permanent basis, so long as: (1) such cessation of operation will not materially adversely affect the operation, functionality or performance of the Building and (2) Lessee provides at least sixty (60) days’ prior written notice to Lessor. Notwithstanding the foregoing, Lessee shall be permitted to immediately cease operation of the Wastewater Treatment Plant if operation of the Wastewater Treatment Plant could result in health or safety concerns, harm or damage to persons or property, or otherwise violate any applicable laws, in which case Lessee shall provide Lessor with notice promptly following such cessation of operation. Lessor acknowledges that the Wastewater Treatment Plant could be adversely impacted by a change in use of any space in the Building (i.e., a use of the Building that was not in effect as of the Seventh Amendment Effective Date in which Lessor is using the Building for storage as of the Seventh Amendment Effective Date) (each, a “Changed Use”). Notwithstanding anything to the contrary contained in the Lease, as amended hereby, Lessor shall (i) provide Lessee with prior written notice of any Changed Use prior to such Changed Use going into effect so that Lessee can monitor any impacts on the Wastewater Treatment Plant and (ii) be responsible for the Company’s breach of any costs incurred by Lessee in connection with any Changed Uses, including any costs for (x) Lessee to comply with applicable law, (y) additional utilities and (z) increased monitoring and treatment covenant or obligation of the wastewaterCompany under the Sewer Agreements. This Section 20 shall survive the Closing.

Wastewater Treatment Plant. Lessee has expressed an interest in building The parties acknowledge that the Infrastructure Plan contemplates that the SFPUC will provide a new or upgraded wastewater treatment plant (as needed to meet the “Wastewater Treatment Plant”) at its sole cost flow and expense to serve treatment requirements of the Premises. Lessee shall not be liable to Lessor Project projected for any additional charge or cost in connection with the Wastewater Treatment Plan except as set forth in Section 3 aboveeach Major Phase. The Wastewater Treatment Plant may include a system for recycling and processing waste water generated in the Building and for recirculating such processed water within the Building, which may also include an on-site treatment plant for such processing of waste and any housing enclosure therefor (if any). Lessee will submit a scope of work for the Wastewater Treatment Plant to Lessor and thereafter will provide monthly updates to Lessor for informational purposes during Lessee’s design process. Lessee will then submit plans of the Wastewater Treatment Plant to Lessor for Lessor’s approval in accordance with Section 9 of the Lease. Lessee agrees that this improvement shall be made in a lien-free manner by duly licensed contractors and in compliance with all insurance requirements and with all applicable permits, building regulations, zoning laws and all other governmental rules, regulations, ordinances, statutes and laws as set forth in the Lease. Lessee may, at Lessee’s option, remove the Wastewater Treatment Plant at, or at any time prior to, the end of the Term. Lessee shall, upon the request of Lessor with at least sixty (60) days’ prior written notice to Lessee (the “WTP Restoration Notice”), remove the portions of the Wastewater Treatment Plant that are above-ground and cap the Wastewater Treatment Plant at the transfer station and pump (the “WTP Restoration Work”) at the end of the Term or the termination date triggered by an Early Termination Notice. In no event shall Lessee have less than one hundred ​ ​ ​​ -3- Seventh Amendment to Lease[Dreisbach/Blue Apron] ​ ​ twenty (120) days to perform the WTP Restoration Work from Lessee’s receipt of the WTP Restoration Notice. If Lessor provides the WTP Restoration Notice with fewer than one hundred twenty (120) days remaining in the Term, then Lessor hereby grants Lessee a license to enter the Premises at reasonable times in order to perform the WTP Restoration Work following the end of the Term (the “Post-Termination License”) and Lessee’s indemnity and insurance obligations will remain in full force and effect. Notwithstanding anything to the contrary contained in the Lease, as amended hereby, under no circumstances shall Lessee be deemed to be in holdover, including the obligations to pay Base Rent or Additional Electricity, as a result of Lessee’s exercise of the Post-Termination License. Lessee shall repair any damage caused by the installation and/or removal of the Wastewater Treatment Plant as set forth in the Lease. Lessor Authority shall use commercially reasonable effortsefforts to negotiate a Memorandum of Understanding with the SFPUC (the "SFPUC MOU") that includes the following provisions, at no cost subject to Lessor, to cooperate with Lessee, or to cause Master Lessor to cooperate with Lessee, to obtain all governmental approvals required for installation, operation, maintenance and repair approval of the Wastewater Treatment Plant to SFPUC MOU by the extent Lessor’s or Master Lessor’s cooperation is SFPUC Commission, the Authority Board and, if required. Notwithstanding , the foregoing, Lessor acknowledges and agrees that Lessee may, at any time, and in Lessee’s sole discretion, cease operation Board of the Wastewater Treatment Plant on a temporary or permanent basis, so long asSupervisors: (1) such cessation of operation will not materially adversely affect the operation, functionality or performance of the Building and (2) Lessee provides at least sixty (60) days’ prior written notice to Lessor. Notwithstanding the foregoing, Lessee shall be permitted to immediately cease operation of the Wastewater Treatment Plant if operation of the Wastewater Treatment Plant could result in health or safety concerns, harm or damage to persons or property, or otherwise violate any applicable laws, in which case Lessee shall provide Lessor with notice promptly following such cessation of operation. Lessor acknowledges that the Wastewater Treatment Plant could be adversely impacted by a change in use of any space in the Building (i.e., a use of the Building that was not in effect as of the Seventh Amendment Effective Date in which Lessor is using the Building for storage as of the Seventh Amendment Effective Date) (each, a “Changed Use”). Notwithstanding anything to the contrary contained in the Lease, as amended hereby, Lessor shall (i) the terms upon which SFPUC will provide Lessee with prior written notice of any Changed Use prior to such Changed Use going into effect so that Lessee can monitor any impacts on a new or upgraded wastewater treatment plant for which the Wastewater Treatment Plant SFPUC will be responsible for the financing and construction; (ii) a process for SFPUC to provide a service plan in response to each Major Phase Application, setting forth SFPUC’s planned upgrades or new improvements to the wastewater treatment operations for that Major Phase, as well as milestones during that Major Phase, such as target dates for planning, design, regulatory approvals and entitlements and permits necessary to meet the proposed service plan; (iii) a meet and confer process among the Authority, Master Developer and the SFPUC if the SFPUC fails to meet the milestones in the SFPUC MOU in order to discuss the applicable milestones and what actions may be responsible for any costs incurred by Lessee in connection with any Changed Uses, including any costs for (x) Lessee needed to comply with applicable law, (y) additional utilities achieve the identified service upgrades; and (ziv) increased monitoring a meet and confer process among the Authority, Master Developer and the SFPUC if at any time the SFPUC conditions its approval of any Subdivision Map or Building Permit application upon the completion of new or upgraded wastewater treatment facilities that are the responsibility of SFPUC under the PUC MOU, or if SFPUC comments as part of the wastewaterMajor Phase or Sub-Phase Application process that it will require such conditions, in order to develop a strategy to avoid or minimize any delays in issuance of any Subdivision Maps or Vertical Approvals resulting from the SFPUC’s failure to meet its obligations under the SFPUC MOU. A potential strategy could include providing Master Developer with certain rights to undertake the development of the required wastewater treatment facilities (including the option of constructing separate facilities), on terms mutually agreed upon by Master Developer, SFPUC and the Authority. Authority and SFPUC’s failure to execute the PUC MOU consistent with this Section 9.1 prior to submittal of the first Major Phase Application, or SFPUC’s failure to meet its material obligations thereunder to construct wastewater treatment improvements in a timely manner, shall be grounds entitling Developer to submit a Requested Change Notice and invoke the procedures of Section 3.8.2.