Common use of New Improvements Clause in Contracts

New Improvements. As is required to meet the requirements of any financing for the New Improvements obtained by either the District or MGHC, ownership of the New Improvements during the Term of the New Lease may vest in either the District or MGHC, or in a combination of the District or MGHC, or be transferred from MGHC to the District, either for, or without, payment of consideration. Notwithstanding any provision of the Prior Lease to the contrary, title to all of the New Improvements constructed and funded by MGHC prior to the Lease Commencement Date of the New Lease shall remain with MGHC and shall not vest in the District as of the expiration or termination of the Prior Lease. During the Term of the New Lease, the parties shall cooperate in good faith to structure and/or transfer the ownership of any of the New Improvements in order to meet the requirements of any financing for the New Improvements. Notwithstanding the forgoing, any portion of the New Improvements, the ownership of which vests in the District during the Term of the New Lease, shall immediately upon such vesting become part of the Premises leased to MGHC, and any portion of the New Improvements, the ownership of which is vested in MGHC as of the date of termination or expiration of the New Lease, shall become the property of the District as of such date, without any obligation on the part of the District to reimburse or compensate MGHC for such New Improvements or the costs thereof. The District agrees that if MGHC constructs the new parking structure on the Premises that is part of the New Improvements and MGHC finances such construction and development with MGHC’s own funds or funds borrowed by MGHC, then the District, upon MGHC’s written request therefor, which MGHC may give to the District at any time after completion of the parking structure, shall acquire title to the new parking structure from MGHC by paying MGHC from the District’s GO Bond proceeds the full construction/ development costs therefor, and the parties shall cooperate in good faith to accomplish same in accordance with the legal requirements regarding the use and application of the District’s GO Bond funds. MGHC understands and acknowledges that (a) the District, as the owner of the Property, is obligated to comply with all seismic retrofit/replacement requirements with respect to the Hospital and the Lease Premises under California State law and that the New Improvements are intended to satisfy the District’s obligations with respect to such requirements, and (b) the deadline for the District’s compliance therewith falls within the New Lease Term. MGHC acknowledges and agrees that the District has requested and MGHC has agreed that MGHC will perform, at its own cost and expense (other than any General Obligation Bond funding provided by the District), all tasks/work required for the New Improvements, including without limitation, designing the New Improvements, planning, applying for, processing and obtaining all necessary and appropriate approvals, entitlements and permits for the New Improvements, seeking and obtaining financing/funding for the New Improvements (except that the District will seek to issue General Obligation Bonds to help finance the New Improvements), and implementing, and constructing the New Improvements. MGHC and the District agree that they shall tailor MGHC’s obligations and the scope of MGHC’s tasks/work hereunder to meet the requirements of any financing obtained by either party for the New Improvements. The District, throughout the term of the New Lease, shall take all reasonably necessary and appropriate action to cooperate with and assist MGHC to plan, apply for, process and obtain all necessary and appropriate approvals, entitlements and permits for, seek and obtain financing/funding for, implement, and construct, the New Improvements. The District’s duties hereunder shall include, to the extent necessary and appropriate, the execution and delivery of all applications, plans, drawings, submittals, financial statements and information, and other documents or information, and the District’s reasonable consent to the granting or establishment of any temporary or permanent easements, licenses or other rights over the Hospital property, all as is necessary to further and/or support the installation of the New Improvements. MGHC shall reimburse the District, as Additional Rent due under the New Lease, upon the District’s invoicing of same to MGHC, all costs, expenses, fees, and charges the District incurs with respect to the New Improvements, and with respect to the District’s efforts to seek and obtain financing/funding therefor, including the funding of efforts to educate the public about, and pay the election costs of, any ballot measures related to public funding of such project, the extension or renewal of the Lease, or similar matters.

New Improvements. As is required (a) Tenant and Landlord acknowledge and agree that Tenant may alter, upgrade, retrofit, remodel and/or replace existing improvements to meet the requirements Premises (“New Improvements”), subject to the terms of the Lease, including, but not limited to, Section 7 of the Original Lease, and the terms of this Amendment. Except as otherwise set forth in the Lease, any financing for such alterations or improvements shall be subject to reasonable approval by Landlord or Landlord’s architects, engineers or consultants of Tenant’s plans and specifications. Landlord shall have the New Improvements obtained by either the District or MGHC, ownership right to reasonably approve Tenant’s architect and general contractor. Construction of the New Improvements during the Term of the New Lease may vest in either the District or MGHCshall be at Tenant’s sole cost and expense, or in a combination of the District or MGHC, or be transferred from MGHC but subject to the District, either for, or without, payment of consideration. Notwithstanding any provision of the Prior Lease to the contrary, title to all of the New Improvements constructed and funded by MGHC prior Allowance (as defined below). (b) Landlord shall make available to Tenant a construction allowance for the Lease Commencement Date of the New Lease shall remain with MGHC and shall not vest in the District as of the expiration or termination of the Prior Lease. During the Extension Term of the New Lease, the parties shall cooperate in good faith to structure and/or transfer the ownership of any of complete the New Improvements within the Premises (“New Improvements Allowance”) in order an amount equal to meet $20.00 per rentable square foot contained within the requirements of any financing Premises. The New Improvements Allowance may only be used by Tenant for the New Improvements. Notwithstanding the forgoingspace planning, any portion of working drawings (including mechanical, electrical and plumbing drawings), permitting fees or other fees associated with completing the New Improvements, construction management fees, any demolition work which may be required within the ownership of which vests in the District during the Term Premises, construction or remodeling of the New LeasePremises, shall immediately upon such vesting become part installation of Tenant’s data and voice cabling and wiring for the benefit of the Premises leased to MGHCPremises, and any portion of the New Improvementsconstruction items required by city, the ownership of state or federal laws which is vested are not in MGHC as of the date of termination or expiration of the New Lease, shall become the property of the District as of such date, without any obligation on the part of the District to reimburse or compensate MGHC for such New Improvements or the costs thereof. The District agrees that if MGHC constructs the new parking structure on the Premises that is part prior to commencement of the New Improvements and MGHC finances such construction and development with MGHC’s own funds or funds borrowed by MGHC, then the District, upon MGHC’s written request therefor, which MGHC may give to the District at any time after completion of the parking structure, shall acquire title to the new parking structure from MGHC by paying MGHC from the District’s GO Bond proceeds the full construction/ development costs therefor, and the parties shall cooperate in good faith to accomplish same in accordance with the legal requirements regarding the use and application of the District’s GO Bond funds. MGHC understands and acknowledges that (a) the District, as the owner of the Property, is obligated to comply with all seismic retrofit/replacement requirements with respect to the Hospital and the Lease Premises under California State law and that the New Improvements are intended to satisfy the District’s obligations with respect to such requirements, and (b) the deadline for the District’s compliance therewith falls within the New Lease Term. MGHC acknowledges and agrees that the District has requested and MGHC has agreed that MGHC will perform, at its own cost and expense (other than any General Obligation Bond funding provided by the District), all tasks/work required for the New Improvements, including without limitation, designing the New Improvements, planning, applying for, processing and obtaining all necessary and appropriate approvals, entitlements and permits for the New Improvements, seeking and obtaining financing/funding for the New Improvements (except that the District will seek to issue General Obligation Bonds to help finance the New Improvements), and implementing, and constructing the New Improvements. MGHC and the District agree that they shall tailor MGHC’s obligations and the scope of MGHC’s tasks/work hereunder to meet the requirements of any financing obtained by either party for the New Improvements. The District, throughout the term of the New Lease, shall take all reasonably necessary and appropriate action to cooperate with and assist MGHC to plan, apply for, process and obtain all necessary and appropriate approvals, entitlements and permits for, seek and obtain financing/funding for, implement, and construct, the New Improvements. The District’s duties hereunder shall include, to the extent necessary and appropriate, the execution and delivery of all applications, plans, drawings, submittals, financial statements and information, and other documents or information, and the District’s reasonable consent to the granting or establishment of any temporary or permanent easements, licenses or other rights over the Hospital property, all as is necessary to further and/or support the installation of the New Improvements. MGHC shall reimburse Any portion of the DistrictNew Improvements Allowance not utilized within twenty-four (24) months of the Extension Term, as Additional not to exceed $5.00 per rentable square foot contained within the Premises, may be applied against the new ensuing month(s) of Basic Rent due under the New Lease. (c) Except to the extent contradicted by the terms of this Section 6, upon the District’s invoicing terms of same Exhibit D attached to MGHC, all costs, expenses, fees, and charges the District incurs with respect Original Lease shall apply to the construction of the New Improvements, and with respect to the District’s efforts to seek and obtain financing/funding therefor, including the funding of efforts to educate the public about, and pay the election costs of, any ballot measures related to public funding of such project, the extension or renewal of the Lease, or similar matters.

New Improvements. As is required to meet the requirements of any financing for the New Improvements obtained by either the District Lessor or MGHCLessee, ownership of the New Improvements during the Term of the New this Lease may vest in either the District Lessor or MGHCLessee, or in a combination of the District Lessor or MGHCLessee, or be transferred from MGHC Lessee to the DistrictLessor, either for, or without, payment of consideration. Notwithstanding any provision of the Prior Lease to the contrary, title to all of the New Improvements constructed and funded by MGHC Lessee prior to the Lease Commencement Date of the New this Lease shall remain with MGHC Lessee and shall not vest in the District Lessor as of the expiration or termination of the Prior Lease. During the Term of the New this Lease, the parties shall cooperate in good faith to structure and/or transfer the ownership of any of the New Improvements in order to meet the requirements of any financing for the New Improvements. Notwithstanding the forgoing, any portion of the New Improvements, the ownership of which vests in the District Lessor during the Term of the New this Lease, shall immediately upon such vesting become part of the Premises leased to MGHCLessee hereunder, and any portion of the New Improvements, the ownership of which is vested in MGHC Lessee as of the date of termination or expiration of the New this Lease, shall become the property of the District Lessor as of such date, without any obligation on the part of the District Lessor to reimburse or compensate MGHC Lessee for such New Improvements or the costs thereof. The District Notwithstanding any other provision of this Section 10.8, Lessor agrees that if MGHC Lessee constructs the new parking structure on the Premises that is part of the New Improvements and MGHC Lessee finances such construction and development with MGHCLessee’s own funds or funds borrowed by MGHCLessee, then the DistrictLessor, upon MGHCLessee’s written request therefor, which MGHC Lessee may give to the District Lessor at any time after completion of the parking structure, shall acquire title to the new parking structure from MGHC Lessee by paying MGHC Lessee from the DistrictLessor’s GO Bond proceeds the full construction/ development costs therefor, and the parties shall cooperate in good faith to accomplish same in accordance with the legal requirements regarding the use and application of the DistrictLessor’s GO Bond funds. MGHC Lessee understands and acknowledges that (a) the DistrictLessor, as the owner of the Property, is obligated to comply with all seismic retrofit/replacement requirements Seismic Requirements with respect to the Hospital and the Lease Premises under California State law and that the New Improvements are intended to satisfy the DistrictLessor’s obligations with respect to such requirements, and (b) the deadline for the DistrictLessor’s compliance therewith falls within the New Lease Term. MGHC Lessee acknowledges and agrees that the District Lessor has requested and MGHC Lessee has agreed that MGHC Lessee will perform, at its own cost and expense (other than any General Obligation Bond funding provided by the DistrictLessor), all tasks/work required for the New Improvements, including without limitation, designing the New Improvements, planning, applying for, processing and obtaining all necessary and appropriate approvals, entitlements and permits for the New Improvements, seeking and obtaining financing/funding for the New Improvements (except that the District Lessor will seek to issue General Obligation Bonds to help finance the New Improvements), and implementing, and constructing the New Improvements. MGHC and the District The parties agree that they shall tailor MGHCLessee’s obligations and the scope of MGHCLessee’s tasks/work hereunder to meet the requirements of any financing obtained by either party for the New Improvements. The DistrictLessor, throughout the term of the New Lease, shall take all reasonably necessary and appropriate action to cooperate with and assist MGHC Lessee to plan, apply for, process and obtain all necessary and appropriate approvals, entitlements and permits for, seek and obtain financing/funding for, implement, and construct, the New Improvements. The DistrictLessor’s duties hereunder shall include, to the extent necessary and appropriate, the execution and delivery of all applications, plans, drawings, submittals, financial statements and information, and other documents or information, and the DistrictLessor’s reasonable consent to the granting or establishment of any temporary or permanent easements, licenses or other rights over the Hospital propertyPremises, all as is necessary to further and/or support the installation of the New Improvements. MGHC Lessee shall reimburse the DistrictLessor, as Additional Rent due under the New this Lease, upon the DistrictLessor’s invoicing of same to MGHCLessee, all costs, expenses, fees, and charges the District Lessor incurs with respect to the New Improvements, and with respect to the DistrictLessor’s efforts to seek and obtain financing/funding therefortherefore, including the funding of efforts to educate the public about, and pay the election costs of, any ballot measures related to public funding of such project, the extension or renewal of the this Lease, or similar matters.

New Improvements. As is required to meet Developer shall not commence the requirements construction of any New Improvements without first obtaining Owner’s prior written approval thereof (which approval shall not be unreasonably withheld, conditioned or delayed), it being agreed by the Parties that it shall be reasonable for Owner to condition such approval upon Owner’s receipt, review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) of the following: (a) A description in reasonable detail of the proposed New Improvements, which shall include, among other things, the use or uses to which such New Improvements will be put; (b) A budget for the development, construction, Completion and Opening of the Project, which shall, among other things, specify whether each Line Item identified therein constitutes a hard cost or soft cost; (c) The Plans and Specifications for such New Improvements; (d) A “Sources and Uses” statement, certified as true, correct and complete by an authorized officer of Developer, in a form reasonably acceptable to Owner, identifying all prior and anticipated sources of financing for the development, construction and Opening of all such New Improvements, and such other evidence as may be reasonably requested by Owner to evidence the availability to Developer of funding through the estimated Opening Date of all such New Improvements for the Project beyond Owner’s Commitment pursuant to this Agreement; (e) The identity of, and Developer’s agreement (if applicable and then available) with, each General Contractor, Architect, Engineer, Material Design Professional, Material Trade Contractor and Material Subcontractor that Developer has engaged (or intends to engage, or which will be engaged by General Contractor) for development and construction of such New Improvements; (f) Copies of all Project Agreements and Permits obtained or entered into by either Developer in connection such New Improvements; (g) A summary of all other Project Agreements and Permits which shall be required for Developer to cause the District or MGHCOpening of such New Improvements; (h) A projected schedule for the execution and/or receipt of all Project Agreements and Permits referred to in clause (g) above, ownership the progress of the development and construction, and projected Opening of the New Improvements during setting forth (i) the Term monthly projected Advances throughout the construction period and (ii) a construction progress schedule reflecting, among other things, the anticipated dates of completion of and the timing of disbursements of incremental amounts of the New Lease may vest in either the District or MGHC, or in a combination Line Items of the District Budget, all in such form and containing such details as Owner shall reasonably require and in all events incorporating the achievement of all Milestones by the applicable Milestone Dates (the “Construction Schedule”); (i) Minority business enterprise and women’s business enterprise projections and any variance to requirements or MGHC, or be transferred from MGHC commitments to the District, either for, or without, payment of consideration. Notwithstanding any provision of the Prior Lease to the contrary, title to all of the New Improvements constructed and funded by MGHC prior to the Lease Commencement Date of the New Lease shall remain with MGHC and shall not vest obligations in the District Host Community Agreement; (j) An executed Assignment of Contracts, Licenses and Permits in the form attached hereto as Exhibit B; (k) A Consent Agreement in the form attached hereto as Exhibit C-1, Exhibit C-2 or Exhibit C-3, as applicable, from each General Contractor, Architect, Engineer, Material Design Professional and Material Trade Contractor that Developer has engaged directly for development and construction of such New Improvements; and (l) Such other information as Owner may reasonably request in connection with the expiration or termination construction of the Prior Lease. During the Term of the New Lease, the parties shall cooperate in good faith to structure and/or transfer the ownership of any of the New Improvements in order to meet the requirements of any financing for the such New Improvements. Notwithstanding the forgoing, any portion of the New Improvements, the ownership of which vests in the District during the Term of the New Lease, shall immediately upon such vesting become part of the Premises leased to MGHC, and any portion of the New Improvements, the ownership of which is vested in MGHC as of the date of termination or expiration of the New Lease, shall become the property of the District as of such date, without any obligation on the part of the District to reimburse or compensate MGHC for such New Improvements or the costs thereof. The District agrees that if MGHC constructs the new parking structure on the Premises that is part of the New Improvements and MGHC finances such construction and development with MGHC’s own funds or funds borrowed by MGHC, then the District, upon MGHC’s written Owner may request therefor, which MGHC may give to the District at any time after completion of the parking structure, shall acquire title an update to the new parking structure from MGHC by paying MGHC from the District’s GO Bond proceeds the full construction/ development costs thereforall materials described above, and the parties Developer shall cooperate in good faith to accomplish same in accordance with the legal requirements regarding the use and application of the District’s GO Bond funds. MGHC understands and acknowledges that (a) the District, as the owner of the Property, is obligated to comply with all seismic retrofit/replacement requirements with respect to the Hospital and the Lease Premises under California State law and that the New Improvements are intended to satisfy the District’s obligations with respect to provide such requirements, and (b) the deadline for the District’s compliance therewith falls within the New Lease Term. MGHC acknowledges and agrees that the District has requested and MGHC has agreed that MGHC will perform, at its own cost and expense (other than updated materials promptly following any General Obligation Bond funding provided by the District), all tasks/work required for the New Improvements, including without limitation, designing the New Improvements, planning, applying for, processing and obtaining all necessary and appropriate approvals, entitlements and permits for the New Improvements, seeking and obtaining financing/funding for the New Improvements (except that the District will seek to issue General Obligation Bonds to help finance the New Improvements), and implementing, and constructing the New Improvements. MGHC and the District agree that they shall tailor MGHC’s obligations and the scope of MGHC’s tasks/work hereunder to meet the requirements of any financing obtained by either party for the New Improvements. The District, throughout the term of the New Lease, shall take all reasonably necessary and appropriate action to cooperate with and assist MGHC to plan, apply for, process and obtain all necessary and appropriate approvals, entitlements and permits for, seek and obtain financing/funding for, implement, and construct, the New Improvements. The District’s duties hereunder shall include, to the extent necessary and appropriate, the execution and delivery of all applications, plans, drawings, submittals, financial statements and information, and other documents or information, and the District’s reasonable consent to the granting or establishment of any temporary or permanent easements, licenses or other rights over the Hospital property, all as is necessary to further and/or support the installation of the New Improvements. MGHC shall reimburse the District, as Additional Rent due under the New Lease, upon the District’s invoicing of same to MGHC, all costs, expenses, fees, and charges the District incurs with respect to the New Improvements, and with respect to the District’s efforts to seek and obtain financing/funding therefor, including the funding of efforts to educate the public about, and pay the election costs of, any ballot measures related to public funding of such project, the extension or renewal of the Lease, or similar mattersrequest.

New Improvements. As is required to meet the requirements of any financing for the New Improvements obtained by either the District Lessor or MGHCLessee, ownership of the New Improvements during the Term of the New this Lease may vest in either the District Lessor or MGHCLessee, or in a combination of the District Lessor or MGHCLessee, or be transferred from MGHC Lessee to the DistrictLessor, either for, or without, payment of consideration. Notwithstanding any provision of the Prior Lease to the contrary, title to all of the New Improvements constructed and funded by MGHC Lessee prior to the Lease Commencement Date of the New this Lease shall remain with MGHC Lessee and shall not vest in the District Lessor as of the expiration or termination of the Prior Lease. During the Term of the New this Lease, the parties shall cooperate in good faith to structure and/or transfer the ownership of any of the New Improvements in order to meet the requirements of any financing for the New Improvements. Notwithstanding the forgoing, any portion of the New Improvements, the ownership of which vests in the District Lessor during the Term of the New this Lease, shall immediately upon such vesting become part of the Premises leased to MGHCLessee hereunder, and any portion of the New Improvements, the ownership of which is vested in MGHC Lessee as of the date of termination or expiration of the New this Lease, shall become the property of the District Lessor as of such date, without any obligation on the part of the District Lessor to reimburse or compensate MGHC Lessee for such New Improvements or the costs thereof. The District Notwithstanding any other provision of this Section 10.8, Lessor agrees that if MGHC ▇▇▇▇▇▇ constructs the new parking structure on the Premises that is part of the New Improvements and MGHC Lessee finances such construction and development with MGHC▇▇▇▇▇▇’s own funds or funds borrowed by MGHCLessee, then the DistrictLessor, upon MGHC▇▇▇▇▇▇’s written request therefor, which MGHC Lessee may give to the District Lessor at any time after completion of the parking structure, shall acquire title to the new parking structure from MGHC Lessee by paying MGHC Lessee from the DistrictLessor’s GO Bond proceeds the full construction/ development costs therefor, and the parties shall cooperate in good faith to accomplish same in accordance with the legal requirements regarding the use and application of the DistrictLessor’s GO Bond funds. MGHC ▇▇▇▇▇▇ understands and acknowledges that (a) the DistrictLessor, as the owner of the Property, is obligated to comply with all seismic retrofit/replacement requirements Seismic Requirements with respect to the Hospital and the Lease Premises under California State law and that the New Improvements are intended to satisfy the DistrictLessor’s obligations with respect to such requirements, and (b) the deadline for the DistrictLessor’s compliance therewith falls within the New Lease Term. MGHC ▇▇▇▇▇▇ acknowledges and agrees that the District ▇▇▇▇▇▇ has requested and MGHC ▇▇▇▇▇▇ has agreed that MGHC ▇▇▇▇▇▇ will perform, at its own cost and expense (other than any General Obligation Bond funding provided by the DistrictLessor), all tasks/work required for the New Improvements, including without limitation, designing the New Improvements, planning, applying for, processing and obtaining all necessary and appropriate approvals, entitlements and permits for the New Improvements, seeking and obtaining financing/funding for the New Improvements (except that the District Lessor will seek to issue General Obligation Bonds to help finance the New Improvements), and implementing, and constructing the New Improvements. MGHC and the District The parties agree that they shall tailor MGHCLessee’s obligations and the scope of MGHC▇▇▇▇▇▇’s tasks/work hereunder to meet the requirements of any financing obtained by either party for the New Improvements. The DistrictLessor, throughout the term of the New Lease, shall take all reasonably necessary and appropriate action to cooperate with and assist MGHC Lessee to plan, apply for, process and obtain all necessary and appropriate approvals, entitlements and permits for, seek and obtain financing/funding for, implement, and construct, the New Improvements. The District▇▇▇▇▇▇’s duties hereunder shall include, to the extent necessary and appropriate, the execution and delivery of all applications, plans, drawings, submittals, financial statements and information, and other documents or information, and the DistrictLessor’s reasonable consent to the granting or establishment of any temporary or permanent easements, licenses or other rights over the Hospital propertyPremises, all as is necessary to further and/or support the installation of the New Improvements. MGHC Lessee shall reimburse the DistrictLessor, as Additional Rent due under the New this Lease, upon the District▇▇▇▇▇▇’s invoicing of same to MGHCLessee, all costs, expenses, fees, and charges the District Lessor incurs with respect to the New Improvements, and with respect to the DistrictLessor’s efforts to seek and obtain financing/funding therefortherefore, including the funding of efforts to educate the public about, and pay the election costs of, any ballot measures related to public funding of such project, the extension or renewal of the this Lease, or similar matters.