Common use of HVAC Clause in Contracts

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work Letter, each Building shall be equipped with a heating and air conditioning (“HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below). Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work Letter, each the Building shall be equipped with a heating and air conditioning (“HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below). Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis), including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).

HVAC. In Sublandlord acknowledges that Subtenant may desire to make modifications or Alterations to the HVAC system serving the Sublease Premises or otherwise to the Sublease Premises in accordance with the “Base Building” definition as provided in Section 1 terms of the Work LetterXxxxxxxxx in connection with the heating/cooling of the Sublease Premises, each Building shall be equipped with a heating and air conditioning including without limitation, the use and/or installation of temporary or moveable heating/cooling equipment (collectively, the “HVACHVAC Alterations”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rulesSubtenant’s compliance with the terms of this Sublease and the Xxxxxxxxx including, regulations without limitation, the provisions concerning Alterations and guidelines applicable theretoBuilding systems and the requirement to submit plans for any such work to Sublandlord and Overlandlord for the prior written approval, Landlord Sublandlord shall provide BB Subtenant with a Base Rent credit for actual, out of pocket design costs and hard costs (including, without limitation, the cost of the purchase and installation of machinery or equipment) of such HVAC System service during Alterations up to a maximum of $110,000. Such Base Rent credit shall be provided to Subtenant in the “month following Subtenant’s completion of such HVAC System Hours” (defined below)Alterations and Subtenant’s delivery of reasonable documentation of such costs and, to the extent applicable, fully executed, unconditional lien waivers from all contractors and vendors providing work or services for such HVAC Alterations. Tenant Sublandlord shall have no liability to Subtenant nor any obligation to provide any rent credit to Subtenant in the right event Overlandlord fails to specify consent to such HVAC Alterations. Throughout the Term of this Sublease, HVAC service shall be available to the Sublease Premises on 24 hours per day, 7 days per week and 365 days per year. Subtenant shall pay Sublandlord $0.50 per annum per square foot of availability rentable area in the Sublease Premises for Subtenant’s use of the BB overtime HVAC System which may be determined separately for each Complex (the “HVAC System HoursCharge”); provided) (i.e. Subtenant shall have no obligation to pay any hourly charge for such usage.) The HVAC Charge shall be paid monthly, howeverwithout set-off, abatement, deduction or demand, on the first of each month during the Term (ias the same may be extended) in the amount of $1,791.67 per month, with HVAC Charges for any initial determination partial month pro-rated on a per diem basis. Notwithstanding the incorporation of Article 71 of the Xxxxxxxxx in this Sublease, Subtenant shall have no obligation to pay the charges for HVAC set forth therein or changes elsewhere in the Xxxxxxxxx and it is expressly agreed that Subtenant’s only obligation with respect to the fees for the supply of HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day Sublease Premises is the payment of the subsequent calendar month occurring after HVAC Charges as provided in this Section 13. Notwithstanding anything to the expiration contrary contained in this Sublease by virtue of incorporation of certain provisions of the thirty (30) day periodXxxxxxxxx herein, (ii) throughout the term of this Sublease, Sublandlord shall maintain the HVAC System Hours system at Sublandlord’s sole cost and expense, unless any such maintenance, repair or replacement results from Subtenant’s misuse or abuse of the HC equipment serving the Sublease Premises. Nothing contained in this Sublease whether stated expressly or incorporated herein shall consist ofbe deemed to be an assumption by Subtenant of any obligation to maintain, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) repair or replace the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times system and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”)equipment.

HVAC. In From and after the Commencement Date, in accordance with standards appropriate for a first-class office building, furnish heat, ventilation and air-conditioning to the “Base Building” definition Premises during Normal Business Hours, as provided defined in Section 1 of the Work Letterfollowing paragraph, each Building shall be equipped with a heating and air subject to the following: (A) Heating and/or air-conditioning supplied to Tenant during times other than Normal Business Hours (“Off-Hours HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed required by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below). Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days supplied upon reasonable prior notice to Landlordnotice, and shall be paid for by Tenant as Additional Rent within 30 days after Xxxxxx’s receipt of each bill therefore at the rate equal to Landlord’s actual incremental cost thereof (not including any amount for any increased wear and tear, and taking into accounting other simultaneous users of Off-Hours HVAC and the amounts required to be paid by them therefore, which amounts shall never be less, on a cost per hour of use basis, for any tenant in the Building than that charged to Tenant); (B) Landlord shall not be effective until responsible for the first day failure of the subsequent calendar month occurring after heating or air-conditioning system to meet the expiration aforesaid standards if such failure results from occupancy of the thirty Premises by more than an average of one person for each 209 square feet of rentable space or if Tenant uses equipment and the combined electrical load of Tenant’s equipment and Tenant’s lighting fixtures exceeds 6 xxxxx per square foot of floor area in any one room or area; (30C) day periodIn addition, (ii) if the HVAC System Hours Premises are used in a manner exceeding the aforementioned occupancy or electric load criteria, Tenant shall consist ofpay to Landlord as Additional Rent, within 15 days after Tenant’s receipt of each bill therefor, Landlord’s costs of supplying heating or air conditioning resulting from such excess, at such rates as Landlord shall establish therefor; (D) If, due to the use of the Premises in a minimummanner exceeding the aforementioned occupancy or electrical load criteria or if Tenant has requested and installed a supplemental HVAC system, or due to the hours arrangement of 8:00 A.M. partitioning or the distribution system within the Premises, impairment of normal operation of the heating or air-conditioning in the Premises results, necessitating changes in the heating or air-conditioning distribution system within the Premises, such changes may be made by Landlord upon request by Xxxxxx, subject to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only provisions of consecutive time periods, as determined on a daily basis. Article 12(b); Tenant shall pay to Landlord as Additional Rent the cost of any such change within 30 days after Xxxxxx’s receipt of a bill therefor; (E) Tenant agrees at all times to cooperate fully with Landlord at all times and to abide by all the reasonable regulations and requirements that which Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventyheating and/or air-five conditioning system provided same does not materially impact Tenant’s business; (75F) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which The foregoing heating and air-conditioning services shall be treated as Additional Rentsubject to any statute, but not as an Operating Expense) on a zone-ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental agency or organization and which Landlord in good faith may elect to abide by or shall be by law required to abide by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay be responsible for the costs all cleaning, maintenance, repairs and replacements of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, supplemental HVAC equipment and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”)facilities.

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning (to the Building on a 24/7 basis subject to interruptions in service once every five years for transformer maintenance which maintenance will be performed and completed on a weekend; the air conditioning and heating systems intended to service the Building have been designed to maintain the inside temperatures set forth in Paragraph B of Exhibit “HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, E” hereto; Landlord shall provide BB HVAC System service during not be responsible for the failure of the air conditioning system to meet the aforesaid performance specifications if such failure results from the occupancy of the Building in excess of that set forth in Paragraph B of Exhibit “HVAC System HoursE” (defined below). or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds the number of xxxxx per square foot of floor area set forth in said Paragraph B; if the Building is used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right pay to specify the hours Landlord, promptly upon billing, Landlord’s costs of availability supplying air conditioning resulting from such excess, at such rates as Landlord shall establish therefor; if due to use of the BB HVAC System Building in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the initial preparation of the Building, interference with normal operation of the heating, ventilating or air conditioning in the Building results, necessitating changes in the system servicing the Building, such changes may be made by Landlord upon request by Tenant at Tenant’s sole cost and expense, subject to the provisions of section (b) of this Article 16. Landlord covenants that unless Landlord so advises Tenant at the time of Landlord’s approval of the Tenant Construction Plans, the Tenant Work will not violate (or cause extra charges in connection with) or exceed the occupancy and design load criteria referenced above and set forth in Paragraph B of Exhibit “C”. The foregoing heating, ventilating and air conditioning services shall be subject to any statute, ordinance, rule, regulation, resolution or recommendation for energy conservation which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) promulgated by any initial determination governmental agency or changes organization and which Landlord in good faith may elect to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which or shall be treated as Additional Rent, but not as an Operating Expense) on a zone-required to abide by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).;

HVAC. In accordance with For the entire Premises (subject to Section 8.2), excluding any vivarium or data centers (the “Base Building” definition as provided in Section 1 Landlord’s HVAC Premises”), Landlord shall: (a) maintain and operate (except that, to the extent Tenant leases the entirety of Buildings 8 and/or Building 9, Tenant shall operate and control (with respect to such Building(s)), including managing set points and sequence of operations) the Work Letterheating, each Building shall be equipped with a heating ventilating and air conditioning systems (“HVAC”) system in good working order; and (b) furnish HVAC as reasonably required (except as this Lease otherwise provides or as to any special requirements that arise from Tenant’s particular use of the Premises) for reasonably comfortable occupancy of the NY\5747656.2 Premises twenty-four (24) hours a day, 365 or 366 days a year, provided Tenant complies with the next sentence, if applicable. To the extent Landlord operates and controls any HVAC systems serving the applicable Building Premises, and if Tenant will require HVAC outside normal business hours of business days (the as reasonably designated by Landlord) in Landlord’s HVAC Premises (“BB HVAC SystemOvertime HVAC”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall be obligated to provide BB Overtime HVAC System service during only if Tenant requests it by 4 p.m. on the “immediately preceding business day. To the extent that Tenant occupies the Premises for laboratory purposes, Tenant directs Landlord to provide Overtime HVAC System Hours” at all times outside normal business hours of business days (defined belowas reasonably designated by Landlord), pending further written notice from Tenant. For the avoidance of doubt, the immediately preceding sentence does not apply to any portion of the Premises in which Tenant operates and controls the HVAC systems. Tenant shall pay, as part of Tenant’s contribution to Operating Expenses in accordance with the CAM Pools, all of Landlord’s actual total cost of providing HVAC and Overtime HVAC, as Landlord reasonably calculates such actual total cost. Notwithstanding anything to the contrary in this Section, Landlord shall have the no liability, and Tenant shall have no right or remedy, on account of any interruption or impairment in HVAC services, provided that Landlord diligently uses commercially reasonable efforts to cure any such interruption or impairment as quickly as reasonably possible. Any right to specify the hours of availability of the BB operate and control HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes is personal to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, initial Tenant under this Lease and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day periodassigned or otherwise transferred to any other tenant, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”)subtenant or other transferee.

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work Letter, each the Building shall be equipped with a heating and air conditioning (“HVAC”) system serving the applicable Building Premises (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below). Tenant shall have the right to specify the hours of availability of Landlord will operate the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day benefit of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, Premises the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and Friday (iii) the “HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basisHours”). Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If Tenant requires after-hours operation of the BB HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”)) and Tenant gives Landlord at least twenty-four (24) hours advance notice on a business day, then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by TenantXxxxxx, but including the electrical costs specified as follows; provided, however, if Tenant gives Landlord less than twenty-four (24) hours advance notice, Landlord will nevertheless endeavor to accommodate Xxxxxx’s request so long as such shorter notice is given on a business day. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”). Notwithstanding anything to the contrary contained in the foregoing, the HVAC Systems Hours shall not be applicable to the lab portions of the Premises (located on floors 10, 11 and 12); instead, Landlord shall operate the BB HVAC System as to the lab floors on a twenty-four (24) hours per day basis, and Tenant shall have the ability from within the Premises to access thermostats for controlling the temperature settings for the HVAC serving the lab floors of the Premises (it being understood that Tenant needs to operate the HVAC, and all other rooftop equipment exclusively serving the lab floors, outside of Building Hours and will run HVAC, and all other rooftop equipment exclusively serving the lab floors, 24 hours per day), and Tenant shall be liable for the Extra HVAC Costs.

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterHeating, each Building shall be equipped with a heating ventilation and air conditioning (“HVAC”) during Building Hours (i.e., 8:00 a.m. to 6:00 p.m., Monday through Friday, holidays excepted), at such temperatures and in such amounts as is required for the comfortable occupancy and operation of the Subleased Premises as office space, as reasonably determined by Sublandlord, provided that the occupancy level of the Subleased Premises does not exceed the occupancy density which the Building’s HVAC system serving the applicable Building was designed to serve (the “BB HVAC System”i.e., approximately five (5) persons per 1,000 rentable square feet). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below). Tenant Subtenant shall have the right to specify receive HVAC service during hours other than Building Hours using Sublandlord’s “after-hours” access card system. Subtenant shall have the right to receive HVAC service during hours of availability other than Building Hours using Sublandlord’s “after-hours” access card system. Subtenant shall pay Sublandlord the standard charge established from time to time by Sublandlord for the additional service, which charge Subtenant acknowledges for after-hours HVAC service is currently $89.60 per floor (or partial floor) per hour as of the BB HVAC System date of this Sublease, and which cost may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes increased to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements extent that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at LandlordSublandlord’s actual cost (which hereinafter defined) of providing such “after hours” HVAC increases from time to time. The minimum time period for after hours HVAC usage shall be treated one (1) hour. For purpose of this Section 6.1(b), “actual cost” shall mean the actual cost incurred by Sublandlord, as Additional Rentreasonably determined by Sublandlord, but not as an Operating Expense) on inclusive of a zone-by-zone basisreasonable allocation for wear and tear, including depreciation, provided that, notwithstanding the foregoing, any amount actually charged by any unrelated third party to Sublandlord for the supply of HVAC shall be deemed Sublandlord’s “actual cost”. When determining the actual cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity Subtenant’s utility usage pursuant to the extent already terms of this Section 6.1(b), Sublandlord agrees that it shall use the monthly average rate paid by Sublandlord for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).a particular utility;

HVAC. In accordance Article 49 of the Lease is hereby deleted in its entirety and replaced with the following: “Base Building” definition as provided in HVAC. For the entire Premises (subject to the last sentence of Section 1 8.1), excluding any vivarium or data centers (the “Landlord’s HVAC Premises”), Landlord shall: (a) maintain and operate (except that, to the extent Tenant leases the entirety of the Work Letter735 Building, each the 745 Building and/or the 755 Building, Tenant shall be equipped operate and control (with a heating respect to such Building(s)), including managing set points and sequence of operations) the heating, ventilating and air conditioning systems (“HVAC”) system in good working order; and (b) furnish HVAC as reasonably required (except as this Lease otherwise provides or as to any special requirements that arise from Tenant’s particular use of the Premises) for reasonably comfortable occupancy of the Premises twenty-four (24) hours a day, 365 or 366 days a year, provided Tenant complies with the next sentence, if applicable. To the extent Landlord operates and controls any HVAC systems serving the applicable Building Premises, and if Tenant will require HVAC outside normal business hours of business days (the as reasonably designated by Landlord) in Landlord’s HVAC Premises (“BB HVAC SystemOvertime HVAC”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall be obligated to provide BB Overtime HVAC System service during only if Tenant requests it by 4 p.m. on the “immediately preceding business day. To the extent that Tenant occupies the Premises for laboratory purposes, Tenant directs Landlord to provide Overtime HVAC System Hours” at all times outside normal business hours of business days (defined belowas reasonably designated by Landlord), pending further written notice from Tenant. For the avoidance of doubt, the immediately preceding sentence does not apply to any portion of the Premises in which Tenant operates and controls the HVAC systems. Tenant shall pay, as part of Tenant’s contribution to Operating Expenses in accordance with the CAM Pools, all of Landlord’s actual total cost of providing HVAC and Overtime HVAC, as Landlord reasonably calculates such actual total cost. Notwithstanding anything to the contrary in this Section, Landlord shall have the no liability, and Tenant shall have no right or remedy, on account of any interruption or impairment in HVAC services, provided that Landlord diligently uses commercially reasonable efforts to cure any such interruption or impairment as quickly as reasonably possible. Any right to specify the hours of availability of the BB operate and control HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes is personal to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, initial Tenant under this Lease and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day periodassigned or otherwise transferred to any other tenant, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hourssubtenant or other transferee.”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning to the Premises, twenty-four (“HVAC”24) system serving hours per day, three hundred sixty-five (365) days per year; year-round heating, ventilating, and air conditioning providing reasonably comfortable conditions (no warmer than 74°F (within reasonable tolerances) in summer months, at no higher than 50% humidity, and at no less than 72°F (within reasonable tolerances) in winter months), provided that in any given room or area of Tenant's demised premises, the applicable Building (the “BB HVAC System”)occupancy does not exceed one person for each 150 square feet, and total electric load does not exceed 5 xxxxx per sq. Subject to limitations imposed by ft. for all governmental rulespurposes, regulations including lighting and guidelines applicable thereto, power; Landlord shall provide BB HVAC System service during not be responsible for the “HVAC System Hours” (defined below)failure of the air conditioning system to meet the foregoing design performance specifications if such failure results from excess occupancy of the Premises or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds 5 xxxxx per sq. ft.; if the Premises are used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice pay to Landlord, and promptly upon billing, Landlord's costs of supplying air conditioning resulting from such excess, at such rates as Landlord shall not be effective until the first day reasonably establish therefor; if due to use of the subsequent calendar month occurring Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the expiration initial preparation of the thirty Premises, interference with normal operation of the heating, ventilating or air conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant's sole cost and expense, subject to the provisions of section (30b) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basisthis Article 16. Tenant shall agrees at all times to cooperate fully with Landlord at all times and to abide by all of the regulations and requirements that which Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If said heating, ventilating and air conditioning system; the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”)foregoing heating, then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which ventilating and air conditioning services shall be treated as Additional Rentsubject to any statute, but not as an Operating Expense) on a zone-ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental agency or organization and which Landlord in good faith may elect to abide by or shall be required to abide by-zone basis. Notwithstanding the foregoing or anything to the contrary contained herein, including Tenant shall be solely responsible at its sole cost and expense, for the cost maintenance and repair of increased depreciation any supplemental heat, ventilation and air conditioning unit in the Premises whether installed by Tenant or in the Premises on the BB Commencement Date. Supplemental HVAC Systemwill be limited to any HVAC equipment for Tenant's data center, but excluding currently located on the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion third floor of the electrical costs Building and for the first-floor room of the BB HVAC System attributable to Tenant’s direct use of Building in which the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).UPS batteries are housed;

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning (to the Premises on a 24/7 basis subject to interruptions in service once every five years for transformer maintenance which maintenance will be performed and completed on a weekend; the air conditioning and heating systems intended to service the Premises have been designed to maintain the inside temperatures set forth in Paragraph B of Exhibit “HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, E” hereto; Landlord shall provide BB HVAC System service during not be responsible for the failure of the air conditioning system to meet the aforesaid performance specifications if such failure results from the occupancy of the Premises in excess of that set forth in Paragraph B of Exhibit “HVAC System HoursE” (defined below). or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds the number of xxxxx per square foot of floor area set forth in said Paragraph B; if the Premises is used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right pay to specify the hours Landlord, promptly upon billing, Landlord’s costs of availability supplying air conditioning resulting from such excess, at such rates as Landlord shall establish therefor; if due to use of the BB HVAC System Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the initial preparation of the Premises, interference with normal operation of the heating, ventilating or air conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant’s sole cost and expense, subject to the provisions of section (b) of this Article 16. Landlord covenants that unless Landlord so advises Tenant at the time of Landlord’s approval of the Tenant Construction Plans, the Tenant Work will not violate (or cause extra charges in connection with) or exceed the occupancy and design load criteria referenced above and set forth in Paragraphs B and C of Exhibit “E”. The foregoing heating, ventilating and air conditioning services shall be subject to any statute, ordinance, rule, regulation, resolution or recommendation for energy conservation which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) promulgated by any initial determination governmental agency or changes organization and which Landlord in good faith may elect to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which or shall be treated as Additional Rent, but not as an Operating Expense) on a zone-required to abide by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).;

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterHeating, each Building shall be equipped with a heating ventilation and air conditioning (“HVAC”) system serving during Building Hours (i.e., 8:00 a.m. to 6:00 p.m., Monday through Friday, holidays excepted), at such temperatures and in such amounts as is required for the applicable Building (comfortable occupancy and operation of the “BB HVAC System”)Subleased Premises, as reasonably determined by Sublandlord. Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below). Tenant Subtenant shall have the right to specify receive HVAC service during hours other than Building Hours using Sublandlord’s “after-hours” access card system. Subtenant shall pay Sublandlord the standard charge established from time to time by Sublandlord for the additional service, which charge Subtenant acknowledges for after-hours of availability HVAC service is currently $89.60 per floor (or partial floor) per hour as of the BB HVAC System date of this Sublease, and which cost may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes increased to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements extent that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at LandlordSublandlord’s actual cost (which hereinafter defined) of providing such “after hours” HVAC increases from time to time. The minimum time period for after hours HVAC usage shall be treated one (1) hour. For purpose of this Section 6.1(b), “actual cost” shall mean the actual cost incurred by Sublandlord, as Additional Rentreasonably determined by Sublandlord, but not as an Operating Expense) on inclusive of a zone-by-zone basisreasonable allocation for wear and tear, including depreciation, provided that, notwithstanding the foregoing, any amount actually charged by any unrelated third party to Sublandlord for the supply of HVAC shall be deemed Sublandlord’s “actual cost”. When determining the actual cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity Subtenant’s utility usage pursuant to the extent already terms of this Section 6.1(b), Sublandlord agrees that it shall use the monthly average rate paid by Sublandlord for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).a particular utility;

HVAC. In accordance with All HVAC equipment serving the “Base Building” definition Premises shall be delivered in its as-is condition as provided in Section 1 of the Work LetterLease Commencement Date, each Building shall be equipped subject to Landlord’s obligations with respect to a heating and air conditioning (“HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below)Non-Compliant Condition. Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to inspect such the HVAC System Hours shall require equipment at least thirty (30) days prior notice to LandlordTenant’s sole risk, cost, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basisexpense, including the cost to repair any damage caused by Tenant during such inspection, without any liability of increased depreciation on Landlord. Tenant shall be responsible for the BB regular and preventative maintenance and usage of the HVAC equipment (including roof top units, ducting direct to the Premise, conduits, and air handlers) exclusively serving any portion of the Premises whether located within the Premises or outside (“Tenant HVAC System”), including, without limitation any balancing of the Tenant HVAC System. In connection with Tenant’s obligation to maintain the Tenant HVAC System, Tenant shall, during the Term, and any renewals thereof, at its sole cost and expense, maintain a service contract for the routine performance of standard maintenance, including but excluding not limited to, periodic replacement of filters, oiling of mechanical components and inspection for wear and tear. Landlord reserves the cost of electricity right to reasonably designate an HVAC contractor with whom Tenant shall contract for such routine maintenance so long as the extent already paid for directly fee charged by Landlord’s designated contractor shall be the same or less than the fee charged by Tenant’s contractor for similar services. If Tenant fails to commence and adequately complete repairs within the applicable notice and cure periods set forth in this Lease, but including the electrical costs specified as follows. or if Landlord shall reasonably decide to maintain and equitably allocate service the portion of the electrical costs of the BB Tenant HVAC System attributable to Tenant’s direct use as a part of the BB HVAC System for the Excess Hours to TenantOperating Expenses, Landlord may make or complete said maintenance and repairs and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, cost thereof to Landlord within thirty ten (3010) days after written demand, and together with a commercially reasonable administrative fee not to exceed 10% of such costs for Landlord’s overhead, payable as Additional Rent under this Lease Rent. The electricity used for Tenant HVAC System shall be separately metered. Other costs for Tenant HVAC System components provided from common Building systems (e.g., water, compressed air and not as part vacuum) shall be prorated in Landlord’s reasonable discretion. Landlord shall be responsible for general office HVAC available to the remainder of the Premises not served by Tenant’s HVAC System during normal business hours, the cost of which shall be included in Operating Expenses) (. If Tenant desires to use the “Extra Building HVAC Costs”)system beyond normal operating hours, Tenant shall pay standard market rates for afterhours use.

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning (“HVAC”) system serving to the applicable Building (Premises, Monday through Friday from 8:00 AM to 6:00 PM, and Saturday 9:00 AM to 1:00 PM, holidays excepted; holidays, as such term is used in this Lease, shall mean days observed as holidays by the “BB HVAC System”). Subject to limitations imposed United States government, the Commonwealth of Virginia; heat, ventilation and air conditioning required by all governmental rulesTenant at other times shall be supplied upon reasonable prior notice and shall be paid for by Tenant, regulations and guidelines applicable theretopromptly upon billing, at such rates as Landlord shall provide BB HVAC System establish therefor (which rate is currently $55 per hour); the air conditioning and heating systems intended to service during the Premises have been designed to maintain the inside temperatures set forth on Exhibit “HVAC System HoursH” hereto; Landlord shall not be responsible for the failure of the air conditioning system to meet the aforesaid performance specifications if such failure results from the occupancy of the Premises in excess of that set forth in Exhibit “H” or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds six (defined below). 6) xxxxx per rentable square foot of electric load, if the Premises are used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice pay to Landlord, and promptly upon billing, Landlord’s costs of supplying air conditioning resulting from such excess, at such rates as Landlord shall not be effective until the first day establish therefor; if due to use of the subsequent calendar month occurring Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the expiration initial preparation of the thirty Premises, interference with normal operation of the heating, ventilating or air conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant’s sole cost and expense, subject to the provisions of section (30b) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basisthis Article 16. Tenant shall agrees at all times to cooperate fully with Landlord at all times and to abide by all of the regulations and requirements that which Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If said heating, ventilating and air conditioning system; the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”)foregoing heating, then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which ventilating and air conditioning services shall be treated as Additional Rentsubject to any statute, but not as an Operating Expense) on a zone-ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental agency or organization and which Landlord in good faith may elect to abide by or shall be required to abide by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).;

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning (“HVAC”) to the Premises, Monday through Friday from 8:00 AM to 6:00 PM, holidays excepted; holidays, as such term is used in this Lease, shall mean days observed as holidays by the United States government, the Commonwealth of Pennsylvania, the County of Xxxxxxx or the Township of Tredyffrin, as well as days declared as holidays in any union contract affecting the operations of the Building; heat, ventilation and air conditioning required by Tenant at other times shall be supplied without additional charge, upon demand either through controls installed in the Premises or access to Landlord’s building management system, it being understood that the heating, ventilating and air conditioning system serving the applicable Building Premises shall be available to Tenant on a 24 hour per day, 7 day per week basis, without charge other than Tenant Energy Costs. The heating, ventilating, and air conditioning shall provide reasonably comfortable conditions, provided that in any given room or area of Tenant’s demised premises, the occupancy does not exceed one person for each 150 square feet, and total electric load does not exceed 5 xxxxx per sq. ft. (the “BB HVAC System”). Subject to limitations imposed plus supplemental power added by Tenant, if required) for all governmental rulespurposes, regulations including lighting and guidelines applicable thereto, power; Landlord shall provide BB HVAC System service during not be responsible for the “HVAC System Hours” (defined below)failure of the air conditioning system to meet the foregoing design performance specifications if such failure results from excess occupancy of the Premises or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds 5 xxxxx per sq. ft.; if the Premises are used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice pay to Landlord, and shall not be effective until the first day promptly upon billing, Landlord’s costs of supplying air conditioning resulting from such excess, (without markup) as reasonably determined by Landlord; if due to use of the subsequent calendar month occurring Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the expiration initial preparation of the thirty Premises, interference with normal operation of the heating, ventilating or air conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant’s sole cost and expense, subject to the provisions of section (30b) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basisthis Article 16. Tenant shall agrees at all times to cooperate fully with Landlord at all times and to abide by all of the regulations and requirements that which Landlord may reasonably prescribe for the proper functioning and protection of the BB said heating, ventilating and air conditioning system; the foregoing heating, ventilating and air conditioning services shall be subject to any statute, ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental agency or organization and which Landlord in good faith may elect to abide by or shall be required to abide by. On the Commencement Date, Landlord shall deliver all heat pumps and HVAC Systemunits (the “HVAC Equipment”) servicing the Premises in good working order and condition. If Notwithstanding the foregoing or anything to the contrary contained herein, Tenant shall be solely responsible at its sole cost and expense, for the maintenance and repair of the HVAC System Hours consist Equipment and any supplemental heat, ventilation and air conditioning unit in the Premises whether installed by Tenant or in the Premises on the Commencement Date. The cost of more than seventy-five (75) hours per week (“Excess Hours”), then replacement of any HVAC Equipment shall be paid by Landlord shall supply such HVAC without pass through to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).;

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning (“HVAC”) to the Premises at all times, which heating, ventilating and air conditioning system serving shall be under the applicable Building (control of the “BB HVAC System”). Subject Tenant and charged to limitations imposed by all governmental rules, regulations the Tenant for the Tenant's usage thereof; the air conditioning and guidelines applicable thereto, heating systems intended to service the Premises have been designed to maintain the inside temperatures set forth in Paragraph C of Exhibit "E" hereto; Landlord shall provide BB HVAC System service during not be responsible for the “HVAC System Hours” (defined below). failure of the air conditioning system to meet the aforesaid performance specifications if such failure results from the occupancy of the Premises in excess of that set forth in Paragraph C of Exhibit "E" or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds the number of xxxxx per square foot of floor area set forth in said Paragraph C; if the Premises are used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice pay to Landlord, and promptly upon billing, Landlord's costs of supplying air conditioning resulting from such excess, at such rates as Landlord shall not be effective until the first day establish therefor; if due to use of the subsequent calendar month occurring Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the expiration initial preparation of the thirty Premises, interference with normal operation of the heating, ventilating or air conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant's sole cost and expense, subject to the provisions of section (30b) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basisthis Article 16. Tenant shall agrees at all times to cooperate fully with Landlord at all times and to abide by all reasonable regulations and requirements that which Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If said heating, ventilating and air conditioning system; the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”)foregoing heating, then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which ventilating and air conditioning services shall be treated as Additional Rentsubject to any statute, but not as an Operating Expense) on a zone-ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental agency or organization and which Landlord in good faith may elect to abide by or shall be required to abide by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).;

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning to the Premises, twenty-four (“HVAC”24) system serving hours per day, three hundred sixty-five (365) days per year; year-round heating, ventilating, and air conditioning providing reasonably comfortable conditions (no warmer than 74ºF (within reasonable tolerances) in summer months, at no higher than 50% humidity, and at no less than 72°F (within reasonable tolerances) in winter months), provided that in any given room or area of Tenant’s demised premises, the applicable Building (the “BB HVAC System”)occupancy does not exceed one person for each 150 square feet, and total electric load does not exceed 5 xxxxx per sq. Subject to limitations imposed by ft. for all governmental rulespurposes, regulations including lighting and guidelines applicable thereto, power; Landlord shall provide BB HVAC System service during not be responsible for the “HVAC System Hours” (defined below)failure of the air conditioning system to meet the foregoing design performance specifications if such failure results from excess occupancy of the Premises or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds 5 xxxxx per sq. ft.; if the Premises are used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice pay to Landlord, and promptly upon billing, Landlord’s costs of supplying air conditioning resulting from such excess, at such rates as Landlord shall not be effective until the first day reasonably establish therefor; if due to use of the subsequent calendar month occurring Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the expiration initial preparation of the thirty Premises, interference with normal operation of the heating, ventilating or air conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant’s sole cost and expense, subject to the provisions of section (30b) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basisthis Article 16. Tenant shall agrees at all times to cooperate fully with Landlord at all times and to abide by all of the regulations and requirements that which Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If said heating, ventilating and air conditioning system; the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”)foregoing heating, then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which ventilating and air conditioning services shall be treated as Additional Rentsubject to any statute, but not as an Operating Expense) on a zone-ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental agency or organization and which Landlord in good faith may elect to abide by or shall be required to abide by-zone basis. Notwithstanding the foregoing or anything to the contrary contained herein, including Tenant shall be solely responsible at its sole cost and expense, for the cost maintenance and repair of increased depreciation any supplemental heat, ventilation and air conditioning unit in the Premises whether installed by Tenant or in the Premises on the BB Commencement Date. Supplemental HVAC Systemwill be limited to any HVAC equipment for Tenant’s data center, but excluding currently located on the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion third floor of the electrical costs Building and for the first-floor room of the BB HVAC System attributable to Tenant’s direct use of Building in which the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).UPS batteries are housed;

HVAC. In Heating and cooling appropriate to the season and sufficient for normal use and occupancy of the Premises during Business Hours. Landlord will be responsible at all times to provide HVAC to the Premises that meets all current appropriate ASHRAE specifications. The HVAC system shall maintain an average inside temperature of 74 degrees +/-2 degrees during summer outdoor temperatures of 90 degrees F.D.B. and 70 degrees F.W.B. and 68 degrees F.D.B. at winter outside temperatures of 14 degrees F.D.B. and in accordance with the “Base Building” definition as provided in Section 1 an occupancy of the Work Letter, each Building shall be equipped with a heating one person per 200 square feet (average per floor) and air conditioning an electrical load of 5 xxxxx per square foot (“HVAC”) system serving the applicable Building (the “BB HVAC System”lighting and power). Subject These temperatures are subject to limitations imposed the conditions and requirements of State and Federal Energy Regulating Bodies for non-residential buildings. To the extent the same can be accommodated by all governmental rulesthe Building Systems, regulations and guidelines applicable theretoupon three (3) hours’ prior request during Business Hours and six (6) hours’ prior request during non-Business Hours, Landlord shall provide BB Building HVAC System service to the Premises during the “HVAC System non-Business Hours” (defined below). , for which Tenant shall have the right pay to specify the hours of availability Landlord, as Additional Rent, an hourly service charge that, as of the BB HVAC System Effective Date, is One Hundred Twenty Dollars ($120.00) per hour (or portion thereof) and which may be determined separately for each Complex (the “adjusted by Landlord from time to time, provided that such charge shall not increase unless Landlord’s actual costs incurred in providing such after-hours HVAC System Hours”); providedservices increase, however, (i) any initial determination or changes and then only to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day extent of the subsequent calendar month occurring after increase in costs actually incurred by Landlord. If Tenant shall occupy a partial floor, the expiration full floor charge stated above shall apply if Tenant is the only tenant on such floor requesting the utilization of the thirty (30) day periodBuilding HVAC at that time, (ii) but, at any time that two or more tenants on the same floor shall request the utilization of Building HVAC for the same non-Business Hours, the full floor charge shall be divided proportionately among them based on square footage. Such charge shall constitute a direct charge to Tenant and not an Expense. If Tenant fails to pay when due any charges for non-Business Hours HVAC service, Landlord may cease providing such service to Tenant. In order to conserve resources and assist Landlord in operating the Building in an efficient manner, Tenant agrees that it will cause the HVAC System Hours shall consist ofplans for the tenant improvement work to be prepared in a manner that provides for separately zoned HVAC areas within portions of each floor comprising the Premises so that, at a minimumby means of an override switch or other form of control, Tenant can limit full HVAC service to such zones within the hours of 8:00 A.M. to 6:00 P.M. on Monday through FridayPremises that are actually occupied by Tenant, its staff, employees, invitees and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basisagents. Tenant shall agrees at all times to cooperate fully with Landlord at all times and to abide by all the reasonable regulations and requirements that which Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”)systems.

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work Letter, each The Building shall be is equipped with a heating and air conditioning (“"HVAC”") system serving the applicable Building (the “"BB HVAC System”"). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “"HVAC System Hours” " (defined below). Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “"HVAC System Hours”"); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five sixty (7560) hours per week (“"Excess Hours”"), then Landlord shall supply such HVAC to Tenant at Landlord’s 's actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis), including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s 's direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “"Extra HVAC Costs”").

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterTenant, each Building shall be equipped with a heating and air conditioning (“HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rulesat Tenant's expense, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below). Tenant shall have the right to specify install, ---- maintain, repair and replace from time to time two cooling lines at Tenant's sole expense, not to exceed 6 inches in diameter, through the hours of availability Building core to support air conditioning systems installed by Tenant in the Premises. Additionally, Tenant, at Tenant's expense, shall have the right to install, maintain, repair and replace from time to time condensers/chiller systems in the loading dock area or on the roof of the BB HVAC System which may Building in connection with Tenant's separate air conditioning systems, provided that Tenant shall also be determined separately required to build a barrier to surround any such systems in the loading dock and provided further that the footprint necessary for each Complex (such systems and barrier shall not exceed 132 inches wide by 200 inches long without Landlord's written consent. Immediately upon construction of any condenser/chiller systems in the “HVAC System Hours”); providedloading dock area or on the roof of the Building, however, (i) any initial determination or changes the amount of usable square feet necessary therefor shall become part of the Premises and Tenants Percentage and Base Rent shall be increased to reflect such additional area. Plans and specifications for the HVAC System Hours installation of such lines and systems shall require at least thirty (30) days prior notice be subject to Landlord's prior approval, and which approval shall not be effective until unreasonably withheld, delayed or conditioned. Landlord shall run Building chillers other than during Normal Business Hours at Tenant's request. Each month Tenant shall provide a schedule of hours outside Normal Business Hours that the first day of chiller system shall be run to support its business operations. Landlord and Tenant shall mutually agree on the subsequent calendar month occurring reasonable hourly' charge for such chiller service, which charge shall not be more than $65 per hour in 1998 (which cap shall be increased in any year after 1998 by the expiration of percentage increase in the thirty CPI for that year from the CPI for 1998). "CPI" shall mean the Consumer Price Index for All Urban Consumers (301982- 1984=100) day periodspecified for "All Items" as it relates to the Denver, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periodsColorado metropolitan area, as determined published by the United States Department of Labor, Bureau of Labor Statistics. In case of any dispute over such reasonable hourly charge Landlord shall designate a qualified independent engineer whose decision as to an appropriate hourly charge shall be conclusive on a daily basis. Tenant both parties, provided that such charge shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for not exceed the proper functioning and protection of the BB HVAC Systemmaximum amount specified above. If any other tenant in the Building requests HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess services outside Normal Business Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which the hourly charge therefor shall be treated as Additional Rent, but not as an Operating Expense) on equitably shared by such other tenant or tenants. In no event shall Landlord be permitted to withhold HVAC services or other services due to a zone-by-zone basis, including disagreement over the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as followsappropriate charge. Landlord shall reasonably and equitably allocate cooperate with Tenant with respect to HVAC requirements in Tenant's equipment room; all expenses for HVAC controls in the portion of the electrical costs of the BB HVAC System attributable to equipment room shall be solely Tenant’s direct use of the BB HVAC System 's (except for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”Building-Standard HVAC).

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning (to the Building on a 24/7 basis subject to interruptions in service once every five years for transformer maintenance which maintenance will be performed and completed on a weekend; the air conditioning and heating systems intended to service the Building have been designed to maintain the inside temperatures set forth in Paragraph C of Exhibit “HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, E” hereto; Landlord shall provide BB HVAC System service during not be responsible for the failure of the air conditioning system to meet the aforesaid performance specifications if such failure results from the occupancy of the Building in excess of that set forth in Paragraph C of Exhibit “HVAC System HoursE” (defined below). or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds the number of xxxxx per square foot of floor area set forth in Paragraph B of Exhibit “E”; if the Building is used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right pay to specify the hours Landlord, promptly upon billing, Landlord’s costs of availability supplying air conditioning resulting from such excess, at such rates as Landlord shall establish therefor; if due to use of the BB HVAC System Building in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the initial preparation of the Building, interference with normal operation of the heating, ventilating or air conditioning in the Building results, necessitating changes in the system servicing the Building, such changes may be made by Landlord upon request by Tenant at Tenant’s sole cost and expense, subject to the provisions of section (b) of this Article 16. Landlord covenants that unless Landlord so advises Tenant at the time of Landlord’s approval of the Tenant Construction Plans, the Tenant Work will not violate (or cause extra charges in connection with) or exceed the occupancy and design load criteria referenced above and set forth in Paragraph B of Exhibit “E”. The foregoing heating, ventilating and air conditioning services shall be subject to any statute, ordinance, rule, regulation, resolution or recommendation for energy conservation which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) promulgated by any initial determination governmental agency or changes organization and which Landlord in good faith may elect to the HVAC System Hours shall require at least thirty (30) days prior notice to Landlord, and shall not be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which or shall be treated as Additional Rent, but not as an Operating Expense) on a zone-required to abide by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).;

HVAC. In If Tenant elects to contract for HVAC maintenance, Tenant shall, at Tenant's sole cost and expense, and using vendor(s) reasonably acceptable to Landlord, maintain a contract (the "Maintenance Contract") providing for inspection of the HVAC system at least four times per year, and including without limitation periodic changing of any and all filters, changing of belts, lubricating of equipment and maintenance of operating levels of freon in accordance with the “Base Building” definition as provided in Section 1 of the Work Letter, each Building shall be equipped with a heating and air conditioning (“HVAC”) system serving the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide BB HVAC System service during the “HVAC System Hours” (defined below)manufacturers specifications. Tenant shall have the right to specify the hours of availability deliver a copy of the BB HVAC System which may be determined separately Maintenance Contract to Landlord annually. Tenant shall also, at its sole cost and expense, pay for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes all repairs and replacements to the HVAC System Hours shall require at least thirty system not covered by the Maintenance Contract. If Tenant fails to maintain the Maintenance Contract or to perform repairs or maintenance required pursuant to this Lease, and if Tenant fails to cure such failure within the period (30"Cure Period") which is ten (10) days prior after written notice from Landlord (provided however, that the Cure Period shall be such longer period as Tenant may reasonably require to cure such failure so long as Tenant commences to cure such failure within such ten (10) day period and diligently prosecutes such cure to completion), Landlord is not obligated to but may, at its sole option, obtain such Maintenance Contract and/or make such repairs and perform such maintenance to the HVAC system as Landlord, and shall not in its bona fide business judgment, determines to be effective until necessary, in which event the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with repay the reasonable cost thereof to Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand. Further, if Tenant fails to perform any of the foregoing services within the Cure Period, Landlord shall have the right if Tenant fails to perform any of the foregoing services (in order to insure uniform cleaning, maintenance of the HVAC system, preservation of the Project and systematic and orderly refuse disposal) at its option to provide said services for a reasonable fee to be paid by Tenant as Additional Rent under this Lease (and not as part Rent. If Tenant incurs any expenses to replace portions of the Operating Expenses) HVAC system during the two years prior to the Lease Expiration Date (as extended in the “Extra HVAC Costs”event that Tenant exercises one or more Options to Extend), provided that Tenant gives Landlord written notice of the nature, date and cost of such replacements prior to completing said replacements, then the cost of such replacements shall be amortized over the period determined by Landlord in conformity with generally accepted accounting principles or income tax accounting principles pursuant to Internal Revenue Code and upon expiration of the term of the Lease, provided that Tenant or any Affiliate of Tenant or transferee pursuant to a Permitted Transfer does not acquire title to the Premises on or within thirty days after the Lease Expiration Date, Landlord shall reimburse Tenant for the unamortized cost of such replacements, minus any sums owed by Tenant to Landlord, within thirty days after the Lease Expiration Date.

HVAC. In accordance with If the “Base Building” definition as provided in Section 1 of Tenant Improvements contemplated by Article III, or any part thereof, are performed by Tenant and include the Work Letterheating, each Building shall be equipped with a heating ventilating and air conditioning (“HVAC”) system serving for the applicable Building (the “BB HVAC System”). Subject to limitations imposed by all governmental rules, regulations and guidelines applicable theretoPremises, Landlord shall provide BB HVAC System service during not be responsible for the “HVAC System Hours” (defined below)quality of such system, but only for the supply of cooled or warmed air from the Building's central system to the distribution system in the Premises. Tenant shall have maintain in good working condition and repair any supplemental heating, ventilating and air conditioning unit or system installed in the right to specify the hours Premises by or on behalf of availability Tenant (including maintenance mandated by any law or regulation, including without limitation applicable requirements of the BB HVAC System which may Occupational Safety and Health Administration), and shall maintain, at Tenant's sole cost and expense, a maintenance contract on any such unit or system. In addition, Tenant shall be determined separately solely responsible for each Complex compliance with all present and future laws or regulations (including without limitation requirements of the “HVAC System Hours”); provided, however, (i) any initial determination or changes Occupational Safety and Health Administration that relate to the HVAC System Hours Premises) regarding the indoor air quality of the Premises to the extent related to such supplemental unit or system. Any such supplemental unit or system shall, unless otherwise determined by Landlord, remain at the Premises at the expiration or earlier termination of the Term of this Lease, and, together with the maintenance contract maintained thereon, shall require be the property of Landlord. Tenant shall furnish to Landlord copies of all such maintenance contracts, as well as evidence of the renewal thereof at least thirty (30) days prior notice to the expiration thereof. If, in connection with the Tenant Improvements contemplated by Article III or any other alterations or improvements to the Premises performed by or on behalf of Tenant, any heating, ventilating and air conditioning equipment or units are installed upon the roof of the Building, Tenant shall be solely responsible for the cost of the maintenance thereof (including maintenance mandated by any law or regulation, including without limitation applicable requirements of the Occupational Safety and Health Administration), at Landlord's option the removal thereof upon the expiration or earlier termination of this Lease, and shall not also be effective until the first day of the subsequent calendar month occurring after the expiration of the thirty (30) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basis. Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe solely responsible for the proper functioning and protection of the BB HVAC System. If the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”), then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which shall be treated as Additional Rent, but not as an Operating Expense) on a zone-by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost repair of electricity any damage caused to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion roof of the electrical costs of Building by the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenantinstallation, and Tenant shall pay for the costs maintenance, operation or removal of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”)equipment or units.

HVAC. In accordance with the “Base Building” definition as provided in Section 1 of the Work LetterFurnish heat, each Building shall be equipped with a heating ventilation and air conditioning (“HVAC”) system serving to the applicable Building (Premises, Monday through Friday from 8:00 AM to 6:00 PM, holidays excepted; holidays, as such term is used in this Lease, shall mean days observed as holidays by the “BB HVAC System”). Subject to limitations imposed United States government, the Commonwealth of Pennsylvania, the County of Xxxxxxx or the Township of Tredyffrin, as well as days declared as holidays in any union contract affecting the operations of the Building; heat, ventilation and air conditioning required by all governmental rulesTenant at other times shall be supplied upon reasonable prior notice and shall be paid for by Tenant, regulations and guidelines applicable theretopromptly upon billing, at such rates as Landlord shall provide BB HVAC System establish therefor; the air conditioning and heating systems intended to service during the “HVAC System Hours” (defined below). Premises have been designed to maintain the inside temperatures set forth in Paragraph C of Exhibit "E" hereto; Landlord shall not be responsible for the failure of the air conditioning system to meet the aforesaid performance specifications if such failure results from the occupancy of the Premises in excess of that set forth in Paragraph C of Exhibit "E" or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds the number of xxxxx per square foot of floor area set forth in said Paragraph C; if the Premises are used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall have the right to specify the hours of availability of the BB HVAC System which may be determined separately for each Complex (the “HVAC System Hours”); provided, however, (i) any initial determination or changes to the HVAC System Hours shall require at least thirty (30) days prior notice pay to Landlord, and promptly upon billing, Landlord's costs of supplying air conditioning resulting from such excess, at such rates as Landlord shall not be effective until the first day establish therefor; if due to use of the subsequent calendar month occurring Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the expiration initial preparation of the thirty Premises, interference with normal operation of the heating, ventilating or air conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant's sole cost and expense, subject to the provisions of section (30b) day period, (ii) the HVAC System Hours shall consist of, at a minimum, the hours of 8:00 A.M. to 6:00 P.M. on Monday through Friday, and (iii) the HVAC System Hours shall consist only of consecutive time periods, as determined on a daily basisthis Article 16. Tenant shall agrees at all times to cooperate fully with Landlord at all times and to abide by all of the regulations and requirements that which Landlord may reasonably prescribe for the proper functioning and protection of the BB HVAC System. If said heating, ventilating and air conditioning system; the HVAC System Hours consist of more than seventy-five (75) hours per week (“Excess Hours”)foregoing heating, then Landlord shall supply such HVAC to Tenant at Landlord’s actual cost (which ventilating and air conditioning services shall be treated as Additional Rentsubject to any statute, but not as an Operating Expense) on a zone-ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental agency or organization and which Landlord in good faith may elect to abide by or shall be required to abide by-zone basis, including the cost of increased depreciation on the BB HVAC System, but excluding the cost of electricity to the extent already paid for directly by Tenant, but including the electrical costs specified as follows. Landlord shall reasonably and equitably allocate the portion of the electrical costs of the BB HVAC System attributable to Tenant’s direct use of the BB HVAC System for the Excess Hours to Tenant, and Tenant shall pay for the costs of such direct use along with the increased depreciation as set forth above, within thirty (30) days after demand, and as Additional Rent under this Lease (and not as part of the Operating Expenses) (the “Extra HVAC Costs”).;