Common use of Supplemental HVAC System Clause in Contracts

Supplemental HVAC System. The installation of any supplemental HVAC system in or exclusively serving the Premises for the purpose of providing supplemental air-conditioning to the Premises (the “Supplemental HVAC System”) shall be governed by the terms of Article 5 of this Lease and this Section 10.14, and, if approved by Landlord pursuant to the terms of Article 5 of this Lease and this Section 10.14, shall be performed by Tenant at its sole cost and expense. All aspects of the Supplemental HVAC System (including, but not limited to, the plans and specifications therefor) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, unless the structural aspects of the Building, the Building Systems, the exterior appearance of the Building and/or the certificate of occupancy issued for the Building will be materially and adversely affected and/or the installation of the Supplemental HVAC System will violate any applicable Requirements, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. In connection with the foregoing, Landlord may, at Tenant’s sole cost and expense, separately meter the electricity utilized by the Supplemental HVAC System, and, in any event, Tenant shall reimburse Landlord for the cost as reasonably determined by Landlord of all electricity utilized by the Supplemental HVAC System. Landlord shall provide condenser water to service the Supplemental HVAC System and Tenant shall pay to Landlord, the Actual Cost for such service. Landlord shall calculate the Actual Cost pursuant to the following formula: (i) the hours during which condenser water is supplied to the Premises, multiplied by (ii) number of tons of condenser water supplied to the Premises per hour, multiplied by (iii) the cost of supplying a ton of condenser water to the Premises (based on the cost of operating the condenser water system, including, without limitation, amount of the water and electricity required to run the condenser water system). Tenant shall not be obligated to pay any “tap” fees in connection with the use of the Supplemental HVAC System. Notwithstanding any provision to the contrary contained in this Lease, in the event that Supplemental HVAC System is located on the floor of the Premises, then, at Landlord’s election prior to the expiration or earlier termination of this Lease, Tenant shall surrender such Supplemental HVAC System to Landlord with the Premises upon the expiration or earlier termination of this Lease, and Tenant shall thereafter have no further rights with respect thereto. In the event that Landlord fails to elect to have such Supplemental HVAC System surrendered to it upon the expiration or earlier termination of this Lease, then Tenant shall remove such Supplemental HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, at Tenant’s sole cost and expense. If Tenant fails to timely perform such removal and/or repair work, then Landlord may (but shall not be obligated to) perform such work at Tenant’s sole cost and expense. Tenant shall not be obligated to remove the Supplemental HVAC System if it is located in the ceiling of the Premises. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, and removal (subject to the foregoing terms of this Section 10.14), of the Supplemental HVAC System. In no event shall the Supplemental HVAC System be permitted to interfere with Landlord’s operation of the Building. Any reimbursements owing by Tenant to Landlord pursuant to this Section 10.14 shall be payable by Tenant within forty-five (45) days of Tenant’s receipt of an invoice therefor.

Supplemental HVAC System. The installation Subject to the terms of any this Section 7(e), Tenant shall have the right to install one (1) additional supplemental HVAC system in or exclusively serving the Premises Premises, at Tenant’s sole cost and expense, for the purpose of providing supplemental air-conditioning to the server room located in the Premises (the “Supplemental HVAC System”) ). In the event such Supplemental HVAC System is not installed in conjunction with the Tenant Improvements, then the installation of such system shall be governed by the terms of Article 5 Section 8(a) of this Lease and this Section 10.14, and, if approved Tenant shall utilize the same HVAC subcontractor used by Landlord pursuant to for HVAC working in the terms of Article 5 of this Lease and this Section 10.14, shall be performed by Tenant at its sole cost and expenseBuilding. All aspects of the Supplemental HVAC System (including, but not limited to, the plans and specifications therefortherefor and any connection to the Building’s chilled or condenser water system) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, unless the structural aspects of the Building, the Building Systemssystems, the exterior appearance of the Building and/or the certificate of occupancy issued for the Building or the Premises will be materially and adversely affected and/or the installation of the Supplemental HVAC System will violate any applicable RequirementsLaws, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. In If the Supplemental HVAC System requires condenser water, then the condenser portion of same shall be located in the specific location within the Building (and which shall not be located in the Premises) designated by Landlord. Landlord shall designate a pathway for the connection between the condenser portion of the Supplemental HVAC System and the portion of the Supplemental HVAC System located in the Premises. Tenant shall install, in connection with the foregoinginstallation of the Supplemental HVAC System, Landlord may, at Tenant’s sole cost and expense, meters or submeters to separately meter the electricity utilized any utility service consumed by the Supplemental HVAC System, andincluding, in any eventwithout limitation, condenser water and electricity, and Tenant shall reimburse pay to Landlord for (or directly to the applicable utility, at Landlord’s option) the actual cost as reasonably determined by Landlord of all electricity utilized the separately metered utility services consumed by the Supplemental HVAC System. Landlord shall provide condenser water to service the The Supplemental HVAC System shall be and Tenant shall pay to become part of the Premises and the property of Landlord, the Actual Cost for such service. Landlord and shall calculate the Actual Cost pursuant to the following formula: (i) the hours during which condenser water is supplied to the Premises, multiplied by (ii) number of tons of condenser water supplied to the Premises per hour, multiplied by (iii) the cost of supplying a ton of condenser water to the Premises (based on the cost of operating the condenser water system, including, without limitation, amount of the water and electricity required to run the condenser water system). Tenant shall not be obligated to pay any “tap” fees in connection with the use of the Supplemental HVAC System. Notwithstanding any provision to the contrary contained in this Lease, in the event that Supplemental HVAC System is located on the floor of the Premises, then, at Landlord’s election prior to the expiration or earlier termination of this Lease, Tenant shall surrender such Supplemental HVAC System surrendered to Landlord with the Premises upon the expiration or earlier termination of on this Lease, and Tenant shall thereafter have no further rights with respect thereto. In the event that Landlord fails to elect to have such Supplemental HVAC System surrendered to it upon the expiration or earlier termination of this Lease, then Tenant shall remove such Supplemental HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, at Tenant’s sole cost and expense. If Tenant fails to timely perform such removal and/or repair work, then Landlord may (but shall not be obligated to) perform such work at Tenant’s sole cost and expense. Tenant shall not be obligated to remove the Supplemental HVAC System if it is located in the ceiling of the Premises. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, repair and removal (subject to the foregoing terms of this Section 10.14), replacement of the Supplemental HVAC System. Tenant shall also be obligated to maintain, repair, and replace, as necessary, any meters or sub-meters installed pursuant to this Section 7(e). In no event shall the Supplemental HVAC System be permitted to interfere with Landlord’s operation of the Building. Any reimbursements owing by Tenant to Landlord pursuant to this Section 10.14 7(e) shall be payable by Tenant within forty-five thirty (4530) days of Tenant’s receipt of an invoice therefor.

Supplemental HVAC System. The installation of (a) (i) At any time during the Term, Tenant shall have the right to elect to use the supplemental HVAC system in or exclusively serving units and the equipment related thereto located at the Premises for on the purpose date of providing supplemental air-conditioning this Lease (collectively, the “Supplemental HVAC Units”). Prior to using any Supplemental HVAC Units, Tenant shall provide Landlord with all equipment plans and specifications relating to the Premises loads that would be imposed upon the Supplemental HVAC System (hereinafter defined) (the “Supplemental HVAC SystemPlans”) ). Landlord shall be governed by have the terms of Article 5 of this Lease and this Section 10.14, and, if approved by Landlord pursuant right to the terms of Article 5 of this Lease and this Section 10.14, shall be performed by deny Tenant at its sole cost and expense. All aspects use of the Supplemental HVAC System (including, but not limited to, the plans and specifications therefor) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, unless the structural aspects of the Building, the Building Systems, the exterior appearance of the Building and/or the certificate of occupancy issued for the Building will be materially and adversely affected and/or the installation of Units if Landlord reasonably determines the Supplemental HVAC System will violate any applicable Requirements, not be adequate to meet Tenant’s demand when used in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. In connection conjunction with the foregoing, Landlord may, at Base Building HVAC system and Tenant’s sole cost and expenseRooftop HVAC Units; provided, separately meter the electricity utilized by the Supplemental HVAC Systemhowever, and, in any event, Tenant shall reimburse if Landlord for the cost as reasonably determined by Landlord of all electricity utilized by the Supplemental HVAC System. Landlord shall provide condenser water to service the Supplemental HVAC System and Tenant shall pay to Landlord, the Actual Cost for such service. Landlord shall calculate the Actual Cost pursuant to the following formula: (i) the hours during which condenser water is supplied to the Premises, multiplied by (ii) number of tons of condenser water supplied to the Premises per hour, multiplied by (iii) the cost of supplying a ton of condenser water to the Premises (based on the cost of operating the condenser water system, including, without limitation, amount of the water and electricity required to run the condenser water system). Tenant shall not be obligated to pay any “tap” fees in connection with the has approved Tenant’s use of the Supplemental HVAC SystemUnits, Landlord will not have the right to thereafter revoke such approval. Notwithstanding any provision to the contrary contained in this Lease, in the event that Supplemental HVAC System is located on the floor of the Premises, then, at Following Landlord’s election prior to the expiration or earlier termination of this Lease, Tenant shall surrender such Supplemental HVAC System to Landlord with the Premises upon the expiration or earlier termination of this Lease, and Tenant shall thereafter have no further rights with respect thereto. In the event that Landlord fails to elect to have such Supplemental HVAC System surrendered to it upon the expiration or earlier termination of this Lease, then Tenant shall remove such Supplemental HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, at Tenant’s sole cost and expense. If Tenant fails to timely perform such removal and/or repair work, then Landlord may (but shall not be obligated to) perform such work at Tenant’s sole cost and expense. Tenant shall not be obligated to remove the Supplemental HVAC System if it is located in the ceiling of the Premises. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, and removal (subject to the foregoing terms of this Section 10.14), receipt of the Supplemental HVAC System. In no event Plans, Landlord shall provide written notice approving the Supplemental HVAC System be permitted to interfere with Plans or notice in reasonable detail of Landlord’s operation reasonable disapproval of such Supplemental HVAC Plans (“Landlord’s Supplemental HVAC Plan Response”). If Landlord has not delivered to Tenant Landlord’s Supplemental HVAC Plan Response within 7 days after Landlord’s receipt of the BuildingSupplemental HVAC Plans, Tenant shall send a second notice which must state “SECOND AND FINAL REQUEST” at the top of the notice (the “Second HVAC Notice”). Any reimbursements owing by If Landlord has not delivered to Tenant to Landlord’s Supplemental HVAC Plan Response within 7 days after Landlord pursuant to this Section 10.14 receives the Second HVAC Notice, Landlord shall be payable by Tenant within forty-five (45) days deemed to have approved the Supplemental HVAC Plans. If Landlord approves of Tenant’s receipt use of an invoice thereforthe Supplemental HVAC Units, Landlord’s engineer or contractor will activate Tenant’s use of the Supplemental HVAC Units. The minimum period for which Tenant can elect to use a Supplemental HVAC Unit is 30 days and Tenant shall provide Landlord with at least 30 days prior written notice if Tenant elects at any time to discontinue using any Supplemental HVAC Unit.

Supplemental HVAC System. The installation a. Landlord and Tenant acknowledge and agree that as of any the Effective Date, there are supplemental HVAC system units in or exclusively serving the Premises for the purpose of providing supplemental air-conditioning to the Premises (the “"Supplemental HVAC System”Units") which are available for Tenant's use, and which are sometimes referred to herein as "Liebert Units". Throughout the Term, Tenant shall be governed by the terms of Article 5 of this Lease solely responsible for repairing, maintaining and this Section 10.14, and, if approved by Landlord pursuant to the terms of Article 5 of this Lease and this Section 10.14, shall be performed by Tenant at its sole cost and expense. All aspects replacing all of the Supplemental HVAC System (including, but not limited to, Units. b. Tenant shall enter into and maintain in force throughout the plans and specifications therefor) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, unless the structural aspects of the Building, the Building Systems, the exterior appearance of the Building and/or the certificate of occupancy issued for the Building will be materially and adversely affected and/or the installation of the Supplemental HVAC System will violate any applicable Requirements, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. In connection with the foregoing, Landlord mayTerm, at Tenant’s 's sole cost and expense, separately meter a contract with Landlord's HVAC service contractor to provide for the electricity utilized by the repair, replacement and maintenance of all Supplemental HVAC SystemUnits in the Premises, and, in any event, Tenant shall reimburse Landlord for the cost as reasonably determined by Landlord of all electricity utilized by the Supplemental HVAC System. Landlord shall provide condenser water to service the Supplemental HVAC System and Tenant shall pay submit such contract to Landlord upon Landlord's request to evidence that Tenant is complying with the requirements of this Section 34. If Landlord believes such contractor is not properly repairing, replacing or maintaining any or all of such supplemental units, Landlord may require that Tenant change contractors. c. Landlord and Tenant hereby expressly acknowledges and agrees that for so long as Deutsche Bank is a tenant or occupant of the Actual Cost for such service. Landlord shall calculate the Actual Cost pursuant to the following formulaBuilding: (i) Deutsche Bank shall be responsible for the hours during operation, repair and maintenance of the Supplemental Common Equipment (hereinafter defined), unless Landlord notifies Tenant that Landlord is assuming responsibility for the operation, repair and maintenance of such system, in which condenser water is supplied to event the Premisesterms of Section 34.e, multiplied by below, shall apply; and (ii) number of tons of condenser water supplied to the Premises per hour, multiplied by (iii) the cost of supplying a ton of condenser water to the Premises (based on the cost of operating the condenser water system, including, without limitation, amount of the water and electricity required to run the condenser water system). Tenant shall not be obligated to pay any “tap” fees in connection contract with Deutsche Bank for the use of the Supplemental Common Equipment. As used herein, the term "Supplemental Common Equipment" shall mean the supplemental HVAC units which are not located in the Premises, which shall include, but not be limited to, the cooling tower(s) that generally serve(s) the supplemental HVAC units presently located in the Building and the UPS and switch gear modules currently located in the garage of the Building. The Supplemental HVAC Units and the Supplemental Common Equipment are together called the "Supplemental HVAC System. ". d. Notwithstanding any provision anything to the contrary contained in this LeaseSection 34, in Tenant hereby expressly acknowledges and agrees that if, at any point during the event that Supplemental HVAC System Term, Deutsche Bank is located on the floor not a tenant or occupant of the Premises, then, at Landlord’s election prior to the expiration or earlier termination of this Lease, Tenant shall surrender such Supplemental HVAC System to Landlord with the Premises upon the expiration or earlier termination of this Lease, and Tenant shall thereafter have no further rights with respect thereto. In the event Building that Landlord fails to elect to have such Supplemental HVAC System surrendered to it upon the expiration or earlier termination of this Lease, then Tenant shall remove such Supplemental HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, at Tenant’s sole cost and expense. If Tenant fails to timely perform such removal and/or repair work, then Landlord may (but shall not be obligated to) perform such work at Tenant’s sole cost and expense. Tenant shall not be obligated to remove the Supplemental HVAC System if it is located in the ceiling of the Premises. Tenant shall be solely responsible, at Tenant’s 's sole cost and expense, for the monitoring, operation, repairrepair and maintenance of the Supplemental Common Equipment. If Tenant is solely responsible for the operation, replacement, repair and removal (subject maintenance of the Supplemental Common Equipment pursuant to the foregoing terms of this Section 10.1434.d, throughout the Term, Tenant shall (i) cause the Supplemental Common Equipment to comply with all applicable laws, statutes and ordinances, including the Environmental Laws; (ii) cause engineers, including environmental engineers, acceptable to Landlord to inspect the Supplemental Common Equipment at least once a year to insure that such system is functioning properly and that no Hazardous Materials are emanating therefrom; (iii) maintain the Supplemental Common Equipment in good order and repair; (iv) maintain insurance coverages with respect thereto as are required by Landlord from time to time; and (v) maintain all permits and governmental approvals necessary for the operation of the Supplemental Common Equipment. Tenant shall immediately report to Landlord if Tenant determines that the Supplemental Common Equipment is not functioning properly, is leaking or is in violation of any applicable laws, including the Environmental Laws. Tenant shall immediately repair all equipment malfunctions or violations of law arising out of the operation of the Supplemental Common Equipment. At Landlord's request, Tenant shall enter into annual service contracts with reputable engineering firms approved by Landlord in Landlord's reasonable discretion, including environmental engineering firms, for the inspection, maintenance and repair of the Supplemental Common Equipment, and Tenant shall provide such service contracts to Landlord on demand. Should Tenant fail to properly maintain or repair such equipment or, upon Landlord's request, to enter into the service contracts described above, Landlord may, but shall not be obligated to, undertake such maintenance or repairs or enter into such service contracts, and all such costs shall constitute Additional Rent hereunder. e. Notwithstanding anything to the contrary contained in this Section 34, if (i) Tenant shall be solely responsible, at Tenant's sole cost and expense, for the operation, repair and maintenance of the Supplemental Common Equipment pursuant to the terms of Section 34.d, above, and (ii) a third-party tenant or occupant of the Building leases or occupies space in the Building which is connected to the Supplemental HVAC System, then Landlord shall, by the delivery of written notice to Tenant, assume the responsibility for the operation, repair and maintenance of the Supplemental Common Equipment in accordance with the terms of this Section 34.e. If Landlord assumes the responsibility for the operation, repair and maintenance of the Supplemental Common Equipment pursuant to the terms of this Section 34.e, Tenant shall pay Landlord Tenant's Supplemental Share (hereinafter defined) of all actual costs (without markup for overhead or profit) incurred by Landlord in connection with the ordinary maintenance and emergency and non-emergency repairs and replacements of the Supplemental Common Equipment (whether for parts, labor, warranty coverage or otherwise) (the "Supplemental Common Costs") in accordance with the terms and conditions set forth below. As used herein, the term "Tenant's Supplemental Share" means a fraction, the numerator of which shall be the tonnage rating of the Supplemental HVAC Units and the denominator of which shall be the tonnage rating of all operating supplemental HVAC units in the Building from time to time. For each calendar year (or partial calendar year) during the Term in which Landlord is responsible for the operation, repair and maintenance of the Supplemental Common Equipment, Landlord shall estimate Tenant's Supplemental Share of Supplemental Common Costs and Tenant shall pay Landlord one-twelfth (1/12) of such amount on each monthly rent payment date under this Lease. Within ninety (90) days after the expiration of each calendar year (or partial calendar year during the Term (or as soon as reasonably practicable thereafter) in which Landlord is responsible for the operation, repair and maintenance of the Supplemental Common Equipment, Landlord shall furnish to Tenant a statement showing the actual Supplemental Common Costs for such calendar year. In the case of an underpayment, Tenant shall, within thirty (30) days after the receipt of such statement, pay to Landlord an amount equal to such underpayment and, in the case of an overpayment, Landlord shall credit the next monthly payment by Tenant with an amount equal to such overpayment, or, if this Lease shall have expired, Landlord shall apply such excess against any sums due from Tenant to Landlord and shall refund any remainder to Tenant within thirty (30) days after the expiration of the Term, or as soon thereafter as possible. In addition, Landlord will be entitled to an administrative charge equal to five percent (5%) of all costs payable by Tenant under this Section 34.e, which administrative charge shall be payable monthly by Tenant. Landlord's and Tenant's obligations under this Section 34.e shall expressly survive the expiration or earlier termination of the Term of the Lease. All sums payable by Tenant to Landlord under this Section 34.e shall constitute Additional Rent. f. Except to the extent arising from the negligence or willful misconduct of Landlord, its employees, agents, or contractors, in maintaining those portions of the Supplemental HVAC System which Landlord is required to maintain (provided Landlord is obligated to perform such maintenance pursuant to the terms of this Lease), Landlord shall have no liability arising from any failure of the Supplemental HVAC System or any component thereof to operate properly or at all at any time including, without limitation, no liability if any such failure results in the Premises not being reasonably comfortable or useable at all, any of Tenant's equipment not functioning or not functioning fully or properly, Tenant missing or being delayed in meeting any business or other deadlines, or Tenant incurring any other costs or damages. g. Tenant shall cooperate with Landlord and shall abide by the rules and regulations which Landlord may reasonably prescribe for the proper functioning and protection of the Supplemental HVAC System. In no event shall the Supplemental HVAC System be permitted to interfere with Landlord’s operation of the Building. Any reimbursements owing by Tenant to Landlord pursuant to this Section 10.14 shall be payable by Tenant within forty-five (45) days of Tenant’s receipt of an invoice therefor.

Supplemental HVAC System. The installation of a. At any time during the Term, Tenant shall have the right to elect to use the supplemental HVAC system in or exclusively units, if any, and the equipment related thereto, if any, located at the Premises on the Effective Date, which equipment shall include any ceiling mounted supplemental HVAC units serving the Premises for the purpose of providing supplemental air-conditioning to the Premises (collectively, the “Supplemental HVAC SystemUnits”) ). Notwithstanding the foregoing, prior to using any Supplemental HVAC Units, Tenant shall be governed by the terms of Article 5 of this Lease provide Landlord With all equipment plans and this Section 10.14, and, if approved by Landlord pursuant specifications relating to the terms of Article 5 of this Lease and this Section 10.14, shall loads that would be performed by Tenant at its sole cost and expense. All aspects of imposed upon the Supplemental HVAC System (includinghereinafter defined), but and Landlord shall have the right to deny Tenant use of the Supplemental HVAC Units if Landlord determines the Supplemental HVAC System will not limited to, or might not be adequate to meet Tenant’s demand. In the event that Landlord rejects Tenant’s proposed plans and specifications thereforrelating to the Supplemental HVAC Units and/or Tenant’s use of the Supplemental HVAC System, Landlord shall work with Tenant’s engineers to design modifications to the Supplemental HVAC System (the “HVAC System Modifications”) that would permit Tenant to use the Supplemental HVAC Units and the Supplemental HVAC System in the manner envisioned by Tenant; provided that all HVAC System Modifications (i) shall be subject to Landlord’s prior written approvalapproval in its sole discretion; (ii) if approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, unless the structural aspects of the Building, the Building Systems, the exterior appearance of the Building and/or the certificate of occupancy issued for the Building will be materially and adversely affected and/or the installation of the Supplemental HVAC System will violate any applicable Requirements, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. In connection with the foregoing, undertaken by Landlord may, at Tenant’s sole cost and expense; and (iii) shall, separately meter at Landlord’s sole option, either (A) be removed by Tenant at the electricity utilized by end of the Supplemental HVAC System, and, in any event, Tenant shall reimburse Landlord for Term (and the cost as reasonably determined by Landlord portions of all electricity utilized by the Supplemental HVAC System. Landlord shall provide condenser water to service the Supplemental HVAC System and Tenant shall pay the Building which are affected by such removal restored to Landlord, the Actual Cost for such service. Landlord shall calculate the Actual Cost pursuant to the following formula: (i) the hours during which condenser water is supplied to the Premises, multiplied by (ii) number of tons of condenser water supplied to the Premises per hour, multiplied by (iii) the cost of supplying a ton of condenser water to the Premises (based on the cost of operating the condenser water system, including, without limitation, amount of the water and electricity required to run the condenser water system). Tenant shall not be obligated to pay any “tap” fees in connection with the use of the Supplemental HVAC System. Notwithstanding any provision to the contrary contained in this Lease, in the event that Supplemental HVAC System is located on the floor of the Premises, then, at Landlord’s election their condition immediately prior to the expiration or earlier termination installation of this Lease, Tenant shall surrender such Supplemental the HVAC System to Modifications, reasonable wear and tear excepted), or (B) remain in the Building and owned by Landlord; provided however that if Landlord with the Premises upon the expiration or earlier termination of this Lease, and desires that Tenant shall thereafter have no further rights with respect thereto. In the event that Landlord fails to elect to have such Supplemental remove any HVAC System surrendered Modifications at the end of the Term, Landlord must so indicate to it upon Tenant at the expiration or earlier termination of this Lease, then time Tenant shall remove such Supplemental submits its plans and specifications describing the HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, at Modifications proposed by Tenant’s sole cost and expense. If Tenant fails to timely perform such removal and/or repair work, then Landlord may (but shall not be obligated to) perform such work at Tenant’s sole cost and expense. ; provided further however that Tenant shall not be obligated to remove the Supplemental Existing HVAC Units at the end of the Term. Throughout the Term, Tenant shall bear all costs associated with the operation and repair of the HVAC System if it is located in the ceiling of the Premises. Tenant shall be solely responsibleModifications, at Tenant’s sole cost as well as all incremental repair and expense, for the monitoring, operation, repair, replacement, and removal (subject maintenance costs to the foregoing terms of this Section 10.14), of the Supplemental HVAC System. In no event shall Units and the Supplemental HVAC System be permitted to interfere with Landlord’s operation caused by the installation or use of the Building. Any reimbursements owing HVAC System Modifications, all as determined by Landlord, and Tenant to shall reimburse Landlord pursuant to this Section 10.14 shall be payable by Tenant for all such costs within forty-five (45) days after demand by Landlord. If Landlord approves of Tenant’s receipt use of the Supplemental HVAC Units, Landlord’s engineer or contractor will activate Tenant’s use of the Supplemental HVAC Units. The minimum period for which Tenant can elect to use a Supplemental HVAC Unit is thirty (30) days and Tenant shall provide Landlord with at least fifteen (15) days prior written notice if Tenant elects at any time to discontinue using any Supplemental HVAC Unit. b. Except with respect to emergency repairs, Landlord will maintain, repair and make any capital repairs or replacements of the Supplemental HVAC Units. If any Supplemental HVAC Units require emergency repairs, Tenant shall send Landlord prompt written notice of such emergency and Tenant shall make arrangements for such repairs directly with Landlord’s Supplemental HVAC Unit contractor. Landlord will provide Tenant with written notice from time to time of the name and telephone number of Landlord’s Supplemental HVAC Unit contractor. Landlord will maintain, repair and make any capital repairs or replacements to any equipment relating to the operation of the Supplemental HVAC Units that is not located at the Premises, which shall include the cooling tower(s) located on the roof of the Building that generally serve(s) the supplemental HVAC units presently located in the Building (collectively, the “Supplemental Common Equipment”). The Supplemental HVAC Units and the Supplemental Common Equipment are together called the “Supplemental HVAC System”. c. Beginning on the date on which Tenant commences to use the Supplemental HVAC System and continuing thereafter during the Term, for so long as Tenant has elected to use any Supplemental HVAC Unit: (i) Tenant shall pay all costs incurred by Landlord and/or Tenant during the Term in connection with the ordinary maintenance and emergency and non-emergency repairs and replacements to the Supplemental HVAC Units (whether for parts, labor, warranty coverage or otherwise) (the “Supplemental Maintenance Costs”). If Tenant directly incurs any Supplemental Maintenance Costs, Tenant shall pay such Supplemental Maintenance Costs as and when due and owing to the applicable Supplemental HVAC Unit service provider. (ii) Tenant shall pay Tenant’s Supplemental Share (hereinafter defined) of all costs incurred by Landlord in connection with the ordinary maintenance and emergency and non-emergency repairs and replacements of the Supplemental Common Equipment (whether for parts, labor, warranty coverage or otherwise) (the “Supplemental Common Costs”). As used herein, the term ‘Tenant’s Supplemental Share” means a fraction, the numerator of which shall be the tonnage rating of the Supplemental HVAC Units in the Premises and the denominator of which shall be the tonnage rating of all supplemental HVAC units in the Building (exclusive of any such units that are owned by a tenant of the Building) that any tenant of the Building from time to time elects to use. (iii) In addition to Tenant’s payment of Supplemental Maintenance Costs and Tenant’s Supplemental Share, Tenant shall pay to Landlord the monthly electricity charge for the Supplemental HVAC System as reasonably established from time to time by Landlord (the “Supplemental Charge”). The current Supplemental Charge is $70.00 per ton per month. (iv) All sums payable by Tenant to Landlord under this Section 35 shall constitute Additional Rent and shall be due and payable to Landlord within thirty (30) days after Landlord sends Tenant an invoice therefor. Landlord will be entitled to an administrative charge of ten percent (10%) of all costs payable by Tenant under this Section, other than the Supplemental Charge (the “Supplemental Administrative Fee”). d. Except for liability resulting from the negligence or willful misconduct of Landlord, its agents or employees, Landlord shall have no liability arising from any failure of the Supplemental HVAC System or any component thereof to operate properly or at all at any time including, without limitation, no liability if any such failure results in the Premises not being reasonably comfortable or useable at all, any of Tenant’s equipment not functioning or not functioning fully or properly, Tenant missing or being delayed in meeting any business or other deadlines, or Tenant incurring any other costs or damages. e. Tenant shall cooperate with Landlord and shall abide by the rules and regulations which Landlord may reasonably prescribe for the proper functioning and protection of the Supplemental HVAC System. Landlord shall not discriminate against Tenant in its enforcement of such rules and regulations. f. In the event that Landlord elects to discontinue the operation of the Supplemental HVAC System at any time during the Term: (i) Landlord shall provide Tenant with at least thirty (30) days prior written notice thereof; and (ii) Landlord, at Landlord’s sole cost, shall (A) connect Tenant’s Supplemental HVAC Units to the base Building HVAC System; and (B) install one or more meters or submeters to measure Tenant’s consumption of electricity relating to the operation of the Supplemental HVAC Units. Landlord shall bxxx Tenant monthly for the cost of such electricity consumption by Tenant, as measured by such meters or submeters. Landlord shall determine in its reasonable discretion the specifications, location and number of meters or submeters to be installed. Tenant agrees to pay all charges for such electricity within thirty (30) days of written demand by Landlord. In addition, Tenant shall pay to Landlord, within thirty (30) days after written demand by Landlord, a reasonable monthly charge determined by Landlord for the additional maintenance and repair costs with respect to the operation of the base Building HVAC System incurred by. Landlord as a result of the connection of the Supplemental HVAC Units to the base Building HVAC System.