Common use of Supplemental HVAC Clause in Contracts

Supplemental HVAC. Subject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. Tenant shall have the option either to utilize the Building’s chilled or condenser water, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s sole cost and expense, which shall measure the flow of chilled or condenser water to the Premises, and Tenant shall pay Landlord for Tenant’s use of chilled or condenser water at Landlord’s actual cost. Tenant shall bear all costs of the equipment and installation.

Supplemental HVAC. Subject Tenant may install one or more separate HVAC units (the “Supplemental HVAC”) in the Premises at Tenant’s sole cost and expense, subject to Landlord’s prior consentwritten approval of the plans and specifications (including, without limitation, the location of the Supplemental HVAC), which consent approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of the Premises. Any ; such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and approval by Landlord shall be deemed granted unless Landlord provides a reasonable disapproval or approval to Tenant prior to the sixth (6th) business day after Xxxxxxxx’s receipt of such plan and specifications. Tenant shall pay for all costs of the use, maintenance, repair and (if necessary, as determined by Tenant, in Xxxxxx’s sole and absolute discretion) the replacement of the Supplemental HVAC and any and all other costs of the Supplemental HVAC. Landlord shall not be responsible or liable in any way for the Supplemental HVAC, including for any failures of the Supplemental HVAC, except and to the extent caused by an Alteration act of negligence or willful misconduct by Landlord or any of the Landlord Parties. Landlord makes no representation or warranty regarding the Supplemental HVAC and whether it will perform in accordance with Tenant’s requirements. Without limiting the definition of an Abatement Event or Tenant’s rights with respect thereto, in no event shall any failure or deficiency in the Supplemental HVAC entitle Tenant to any offset or abatement of Rent and shall not be an “Abatement Event” under this Lease. Prior to any use of any Supplemental HVAC, Landlord may, in its sole discretion, cause a meter or sub-meter to be installed in accordance with Landlord’s reasonable guidelines for purposes the same to measure the amount of electric current consumed by the Supplemental HVAC. Tenant shall pay any and all reasonable, out-of-pocket costs of the meter or submeter and the installation of the same within thirty (30) days demand by Landlord. Tenant shall pay the actual amount of the electrical current, calculated on the usage of said meter and based solely upon the applicable utility provider’s actual charges, with such charges due within thirty (30) days after Xxxxxx receives Landlord’s invoice [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. therefore, together with reasonably detailed supporting documentation, including, without limitation, from the applicable utility provider. The meter or submeter shall be read monthly by the Landlord’s Building management and billed directly to Tenant. Tenant shall enter into a maintenance contract covering the Supplemental HVAC with a vendor reasonably acceptable to Landlord and approved by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall cause the Supplemental HVAC to be in good working order and repair at all times and to be in compliance with applicable law at all times. Tenant shall cause such vendor to perform preventative maintenance on the Supplemental HVAC on a commercially reasonable basis. Tenant will provide Landlord with a true, complete and correct copy of such maintenance contract. Tenant’s operation and maintenance of the Supplemental HVAC shall not unreasonably interfere with the quiet enjoyment of other tenants and occupants in the Building or the Project. Upon the expiration or earlier termination of the Term of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. Tenant shall have the option either to utilize the Building’s chilled or condenser watershall, at LandlordTenant’s actual cost without markupsole expense, remove the Supplemental HVAC (and any cables or to install in or on the Building (including the roofother ancillary equipment connected thereto) the necessary equipment to supply a sufficient quantity of chilled or condenser water to from the Premises and to connect restore the equipment affected areas to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms condition existing as of the foregoing sentencedate of installation by Tenant in the Premises (reasonable wear and tear and casualty damage, then and damage caused by Landlord shall install a submetering device or any of the Landlord Parties, excepted), all at Tenant’s sole cost and expense, which shall measure the flow of chilled or condenser water to the Premises, and Tenant shall pay Landlord for Tenant’s use of chilled or condenser water at Landlord’s actual cost. Tenant shall bear all costs of the equipment repair any damage caused by such repair and installationrestoration, at Tenant’s sole cost and expense. Any amounts to be paid to Landlord under this Section 8.6.1 shall be deemed Additional Rent under this Lease.

Supplemental HVAC. Subject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and costs. Any such installation would not result in Landlord being in breach or default under any other tenant’s lease. supplemental HVAC system installed by Tenant shall have the option either to utilize the Building’s chilled or condenser water, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s sole cost and expense, which shall measure the flow of chilled or condenser water to the Premises, and Tenant shall pay Landlord for Tenant’s use of chilled or condenser water at Landlord’s actual cost. In no event shall any of the costs associated with the installation or use of the supplemental HVAC system be included within the Base Year. Tenant shall bear all costs of the equipment equipment, and installationall costs of installation and removal thereof.

Supplemental HVAC. Subject to Landlord’s prior consentTenant, which consent at its sole expense, may install supplemental HVAC systems in the Premises (the “Tenant HVAC System”). In the event that the Tenant HVAC System is not installed as a “Tenant Improvement,” as that term is defined in the Tenant Work Letter, in accordance with the terms of the Tenant Work Letter, the Tenant HVAC System shall not be unreasonably withheldinstalled, conditioned or delayedif at all, by Tenant as an Alteration in accordance with the terms of Article 8, below. Tenant shall have the right to install a supplemental utilize the roof or the interstitial space for the Tenant HVAC system serving all or any System. Any portion of the Premises. Any such supplemental Tenant HVAC system placed on the roof shall be installed pursuant subject to Section 29.37, “Rooftop Rights”, including the terms payment of Article 8 Rent. Tenant shall coordinate the installation and shall be deemed an Alteration for purposes operation of this Lease; provided, however, it shall be deemed reasonable for the Tenant HVAC System with Landlord to withhold its approval to ensure that the extent any such installation would materially interfere Tenant HVAC System is compatible with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation systems and equipment of the Building, unless and to the extent that the Tenant agrees HVAC System is not compatible with the systems and equipment of the Building, Tenant shall not be entitled to pay for such increased costs and such installation would not result in Landlord being in breach install or default under any other tenant’s leaseoperate the same. Tenant shall have the option either to utilize the Building’s chilled or condenser waterbe solely responsible, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s sole cost and expense, which for the monitoring, operation, replacement and repair of the Tenant HVAC System. In connection with the Tenant HVAC System, (a) Tenant shall install, at Tenant’s cost, a submeter to measure the flow electricity utilized by the Tenant HVAC System, as well as submeters to measure the use of chilled any other utilities utilized by the Tenant HVAC System, and (b) Tenant shall be responsible for the payment of all costs relating to the use of electricity and other utilities, as well as the maintenance and repair of the Tenant HVAC System. At Landlord’s sole option, upon written notice to Tenant no less than one hundred and twenty (120) days prior to the scheduled expiration date of this Lease, Tenant shall remove any Tenant HVAC System prior to the expiration or condenser water earlier termination of this Lease, and repair any damage to the Building caused by such removal and restore the portion of the Building and Premises affected by such removal to the condition existing prior to the installation of such Tenant HVAC System, or leave same in the Premises, and Tenant in which event the same shall pay Landlord for Tenant’s use of chilled or condenser water at Landlord’s actual cost. Tenant shall bear all costs become a part of the equipment realty and installationbelong to Landlord and shall be surrendered with the Premises upon the expiration or earlier termination of this Lease.

Supplemental HVAC. Subject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. Tenant shall have the option either to utilize the Building’s chilled or condenser waterright, at LandlordTenant’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises option and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s sole cost and expense, which shall measure to install in such location or locations within the flow Premises, on the roof of chilled the Building and/or in or condenser water adjacent to the PremisesGenerator Area (as defined below) as shall be identified by Landlord and Tenant and pursuant to such plans and specifications as are reasonably approved by Landlord, a separate, self-contained twenty-four (24) hour a day HVAC unit(s) (which HVAC unit(s) shall not exceed 100 square feet in the aggregate) and condensers, duct work, structural support and other connecting and related equipment therefor (including separate electrical metering devices) to provide air conditioning to the Premises or certain portions thereof designated by Tenant (collectively, “Tenant’s Supplemental HVAC Equipment”), subject, however, to Landlord’s prior approval of the plans and specifications for the work, cooling capacity, electrical requirements and all other specifications of Tenant’s Supplemental HVAC Equipment (which approval shall not be unreasonably withheld, conditioned, or delayed), and so long as such Tenant’s Supplemental HVAC Equipment (i) complies with all applicable laws and the other provisions of this Lease, (ii) does not adversely affect the Building structure, the Building systems or any other Building component, or any roof or Building warranty, (iii) does not unreasonably interfere with the normal and customary business operations of other tenants of the Building or Project, and (iv) does not cause or create a dangerous or hazardous condition. Tenant shall pay the cost of all electrical usage of Tenant’s Supplemental HVAC Equipment at the rates charged for furnishing the same, plus the cost of the installation, operation and maintenance of equipment which is installed in order to supply such excess consumption. To the extent Tenant’s Supplemental HVAC Equipment is installed during the construction of the initial Tenant Improvements pursuant to the Tenant Work Letter, all costs incurred in connection with the design, acquisition and installation of such Tenant’s Supplemental HVAC Equipment shall be an Improvement Allowance Items. If Tenant’s Supplemental HVAC Equipment is not installed during the construction of the initial Tenant Improvements as provided above, that installation shall be performed in accordance with the provisions of this Lease governing Alterations. At Tenant’s sole cost and expense, Tenant shall at all times maintain Tenant’s Supplemental HVAC Equipment, in good order, condition and repair. In addition, Tenant shall, at Tenant’s sole cost and expense, prior to the expiration or earlier termination of this Lease, remove Tenant’s Supplemental HVAC Equipment and repair all damage to the roof, Building and/or Premises resulting from the installation, use and/or removal thereof. If any of Tenant’s Supplemental HVAC Equipment is located on the roof of the Building (collectively, the “Rooftop HVAC Equipment”): (A) Landlord may elect to install all or any of such Rooftop HVAC Equipment (and/or perform any necessary roof penetration work) pursuant to the approved plans and specifications therefor, and Tenant shall pay to Landlord for the actual out-of-pocket cost thereof (which shall be reasonably consistent with competitive based pricing) prior to such installation; and (B) Landlord may require Tenant to install screening around such Rooftop HVAC Equipment, at Tenant’s sole cost and expense, as reasonably designated by Landlord. For purposes of determining Landlord’s and Tenant’s respective rights and obligations with respect to the use of chilled or condenser water at Landlord’s actual cost. Tenant shall bear all costs the roof, the portion of the equipment roof affected by the Rooftop HVAC Equipment shall be deemed to be a portion of the Premises (provided that such portion shall not be measured for purposes of determining the area of the Premises); consequently, all of the provisions of this Lease respecting Tenant’s obligations hereunder shall apply to the use and installationmaintenance of the Rooftop HVAC Equipment, including without limitation provisions relating to compliance with requirements as to insurance, indemnity, repairs and maintenance. Landlord shall have no obligation with regard to the Rooftop HVAC Equipment.

Supplemental HVAC. Subject to LandlordLandlord shall provide repair and maintenance of the District’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of equipment and systems associated with the Premises. Any such supplemental Premises (including, if applicable, the MDF Supplemental HVAC system shall be installed Unit) subject and pursuant to the terms following provisions: Landlord shall solicit bids for a contract for such services to be provided by a contractor engaged by Landlord (a “Supplemental HVAC Services Agreement”). Within 30 days after the Rent Commencement Date, provided Landlord has received all of Article 8 the information from the District necessary to obtain bids, Landlord shall deliver to the District, pursuant to the provisions of Section 24.2 hereof, the solicitation responses for the bidding related to the Supplemental HVAC Services Agreement and the contractor that Landlord believes is most responsive with respect to price and performance. The costs under any such contract shall be deemed an Alteration for purposes subject to prior approval by the District, and such costs may include a fee payable to Landlord in connection therewith in the amount of this Lease3% of the contract amount (without such fee). Such payments, including any 3% Landlord fee associated therewith shall be paid on a monthly basis as Additional Rent under the Lease (and pursuant to the same terms and schedule as the Annual Rental, including in arrears). The Supplemental HVAC Services Agreement contract amount shall not include the cost of any non-preventative maintenance repairs of, or replacements to, the District’s supplemental HVAC equipment, and any such work and the costs thereof proposed by Landlord or the contractor shall be subject to the District’s prior written approval. Renewals of such Supplemental HVAC Services Agreement may be negotiated by the parties thereto; provided, however, that the District shall not be obligated to pay any costs thereof unless and until it shall be deemed reasonable for Landlord to withhold its approval to the extent has approved any such installation would materially interfere with cost, and has certified the occupancy availability of other tenants in appropriated funds for such purpose. In the Buildingevent a Supplemental HVAC Services Agreement is scheduled to expire within 90 days or is terminated, or would materially interfere with, or materially increase Landlord shall notify the cost of, Landlord’s maintenance or operation District of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. Tenant shall have the option either to utilize the Building’s chilled or condenser water, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system same pursuant to the provisions of Section 24.2 hereof and, upon the District’s written approval, Landlord shall solicit bids for a new contract within 30 days of the District’s approval to do the same (in which event the terms of the foregoing sentence, then Landlord this section shall install a submetering device at Tenant’s sole cost and expense, which shall measure the flow of chilled or condenser water continue to the Premises, and Tenant shall pay Landlord for Tenant’s use of chilled or condenser water at Landlord’s actual cost. Tenant shall bear all costs of the equipment and installationapply to any subsequent Supplemental HVAC Services Agreement).

Supplemental HVAC. Subject Notwithstanding any provision set forth in this Lease to the contrary, Tenant shall have the right, at Tenant’s cost and expense, to install a supplemental heating, ventilation and air conditioning system (the “Supplemental HVAC System”) as an “Alteration” pursuant to the terms of Article 8 of this Lease (i.e., the plans, specifications and procedures for installation will first need to be approved by Landlord pursuant to the terms of Article 8 of this Lease). Tenant shall, at Tenant’s sole cost and expense, (i) subject to Applicable Laws (as well as Landlord’s rules, regulations, and guidelines applicable thereto) maintain (itself or through a service provider) the Supplemental HVAC System, and (ii) maintain the remaining portions of the Premises to the extent not part of the Building Structure and Building Systems to the extent such Building Structure and/or Building Systems is to be maintained and repaired by Landlord under this Lease. Landlord and Tenant hereby acknowledge and agree that Landlord shall have no liability in connection with Tenant’s use, maintenance and/or repair of such Supplemental HVAC System. Notwithstanding any provision to the contrary contained in this Lease, to the extent directed by Landlord prior to the expiration or earlier termination of this Lease, Tenant shall be obligated to remove the Supplemental HVAC System prior to the expiration or earlier termination of this Lease and restore any areas affected by the removal thereof to a Building-standard tenant improved condition. Tenant shall remain solely liable for any damage arising in connection with Tenant’s installation, use, maintenance and/or repair of such Supplemental HVAC System, including, without limitation, any damage to the area where the Supplemental HVAC System is located, and any leaks from the Supplemental HVAC System. Bearing in mind that this is a multi-tenant Building, and that Tenant has, amongst other things, agreed not to obstruct or interfere with the rights of other tenants or occupants of the Building, Tenant hereby agrees to use commercially reasonable efforts to mitigate any noise and vibrations which may be produced from the Supplemental HVAC System. Tenant shall have no right to access the roof without first receiving Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant Notwithstanding anything to the terms of Article 8 and shall be deemed an Alteration for purposes of contrary contained in this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Buildingevent that Tenant installs the Supplemental HVAC System in accordance with this Section 6.5, or would materially interfere withTenant, or materially increase the cost of, Landlord’s maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. Tenant shall have the option either to utilize the Building’s chilled or condenser water, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s sole cost and expense, which shall measure install supplementary or additional metering devices to separately meter the flow of chilled or condenser water to the PremisesSupplemental HVAC System, and Tenant shall pay Landlord for in such event Tenant, at Tenant’s use of chilled or condenser water at Landlord’s actual cost. Tenant sole cost and expense, shall bear all costs of be responsible for the equipment maintenance and installationrepair thereof.

Supplemental HVAC. Subject Pursuant to and in accordance with the terms of this Article 7, Tenant shall be entitled to install and maintain supplemental HVAC equipment within the Premises to provide 24/7 cooling within certain portions of the Premises (collectively, the “Supplemental HVAC Equipment”). Tenant’s installation, use and maintenance of the Supplemental HVAC Equipment shall be at Tenant’s sole cost and expense and shall be installed in a location approved by Landlord’s prior consent, which consent approval shall not be unreasonably withheld, conditioned or delayed, and Tenant shall have at all times maintain the right to install a supplemental Supplemental HVAC system serving all or any portion of the PremisesEquipment in good condition and repair. Any such supplemental The Supplemental HVAC system Equipment shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. Tenant shall have the option either to utilize the Building’s chilled or condenser water, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device separately metered at Tenant’s sole cost and expenseexpense (including condensor water and electricity, which shall measure the flow of chilled or condenser water as applicable), and all costs and utility charges relating to the Premisesinstallation, operation, maintenance and repair of such Supplemental HVAC Equipment shall be paid for by Tenant. If Tenant elects to install any additional supplemental HVAC equipment pursuant to the terms of this Article 7, Tenant shall install and operate the additional supplemental HVAC equipment in compliance with applicable Laws and shall at all times maintain the additional supplemental HVAC equipment, in good condition and repair. If Tenant desires to relocate the Supplemental HVAC Equipment, Tenant shall obtain Landlord’s prior written approval of the new location, and any costs incurred due to the relocation shall be Tenant’s sole responsibility. Upon the expiration or earlier termination of this Lease, Tenant shall pay surrender the Supplemental HVAC Equipment to Landlord for Tenant’s use of chilled or condenser water in good condition, normal wear and tear excepted, or, at Landlord’s actual cost. option, Tenant shall bear all costs of remove the equipment Supplemental HVAC Equipment and installationrepair any damage to the Premises and/or the Building caused by such removal.

Supplemental HVAC. Subject 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 10.12, and, if approved by Landlord pursuant to the terms of Article 5 of this Lease and this Section 10.12, 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 consentwritten approval, which consent approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have unless the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation structural aspects of the Building, unless Tenant agrees to pay the Building Systems, the exterior appearance of the Building and/or the certificate of occupancy issued for such increased costs the Building or the Premises will be 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 such installation would not result in Landlord being in breach or default under any other tenant’s leaseabsolute discretion. Tenant shall have the option either to utilize the Building’s chilled or condenser waterbe permitted, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s sole cost and expense, which to access 277/480 volts of electricity (subject to availability) from the existing bus duct riser in connection with any approved Supplemental HVAC System. 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 measure reimburse Landlord for the flow cost as reasonably determined by Landlord of chilled or condenser water all electricity utilized by the Supplemental HVAC System. Notwithstanding any provision to the Premisescontrary contained in this Lease, at Landlord’s election prior to the expiration or earlier termination of this Lease, Tenant shall surrender the Supplemental HVAC System to Landlord with the Premises upon the expiration or earlier termination of this Lease, and Tenant shall pay thereafter have no further rights with respect thereto. In the event that Landlord for fails to elect to have the Supplemental HVAC System surrendered to it upon the expiration or earlier termination of this Lease, then Tenant shall remove the 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 use of chilled or condenser water 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 LandlordTenant’s actual costsole cost and expense. Tenant shall bear all costs 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 10.12), of the equipment and installationSupplemental 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 10.12 shall be payable by Tenant within ten (10) days of Tenant’s receipt of an invoice therefor.

Supplemental HVAC. Subject As a part of its Tenant Improvements and subject to the terms of the Tenant Work Letter, Tenant, at its sole expense, may install a supplemental HVAC system in the Premises for the purpose of providing supplemental air-conditioning to the server rooms in the Premises (the “Tenant HVAC System”). All aspects of the Tenant HVAC System (including, but not limited to, any connection to the Building’s chilled or condenser water system) shall be subject to Landlord’s prior consentwritten approval, which consent approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have unless the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation structural aspects of the Building, unless Tenant agrees to pay the Building systems and equipment, and/or the exterior appearance of the Building will be affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. If required for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. purpose, Tenant shall have the option either to utilize may connect into the Building’s chilled or condenser water, at Landlord’s actual cost without markup, or water system to install in or on use up to 7 Tons of cooling per floor of the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systemsappropriately prorated for partial floors). If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device may install, at Tenant’s sole cost and expense, which shall a meter to measure the flow Tenant’s use of chilled or condenser water to the Premiseswater, and Tenant shall pay reimburse Landlord for Tenant’s use of chilled or condenser water at the cost reasonably determined by Landlord. Landlord shall, at Tenant’s sole cost and expense, separately meter the electricity utilized by the Tenant HVAC System, and Tenant shall reimburse Landlord for the cost as reasonably determined by Landlord of all electricity utilized by the Tenant HVAC System. At Landlord’s actual costelection prior to the expiration or earlier termination of this Lease, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in which event the Tenant HVAC System shall be surrendered 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 the Tenant HVAC System left in the Premises upon the expiration or earlier termination of this Lease, then Tenant shall remove the Tenant HVAC System upon 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. Tenant shall bear all costs 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 6.3), of the equipment Tenant HVAC System, and installationin no event shall the Tenant HVAC System interfere with Landlord’s operation of the Building.

Supplemental HVAC. Subject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install As a supplemental HVAC system serving all or any portion part of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 Tenant Improvements and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. Tenant shall have the option either to utilize the Building’s chilled or condenser water, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant subject to the terms of the foregoing sentenceTenant Work Letter, then Landlord Tenant, at its sole expense (or as a deduction from the Tenant Improvement Allowance), may install supplemental HVAC units in the Premises for the purpose of providing supplemental air- conditioning to the Premises (the "Tenant HVAC System"). In accordance with the Tenant Work Letter, all aspects of the Tenant HVAC System (including, but not limited to, any connection to the Building's chilled or condenser water system) shall install a submetering device be subject to Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed. Tenant may not connect into the Building's chilled or condenser water system. Tenant shall be permitted, at Tenant’s 's sole cost and expense, which shall measure to access 277/480 volts of electricity (subject to availability) from the flow of chilled or condenser water existing bus duct riser in connection with the Tenant HVAC System. At Landlord's election prior to the Premisesexpiration or earlier termination of this Lease, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in which event the Tenant HVAC System shall be surrendered with the Premises upon the expiration or earlier termination of this Lease, and Tenant shall pay thereafter have no further rights with respect thereto. In the event that Landlord for fails to elect to have the Tenant HVAC System left in the Premises upon the expiration or earlier termination of this Lease, then Tenant shall remove the Tenant HVAC System upon the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, at Tenant’s use of chilled or condenser water at Landlord’s actual cost's sole cost and expense. Tenant shall bear all costs 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 6.1.1.2), of the equipment Tenant HVAC System, and installationin no event shall the Tenant HVAC System interfere with Landlord's operation of the Building. Any reimbursements owing by Tenant to Landlord pursuant to this Section 6.1.1.2 shall be payable by Tenant within five (5) business days of Tenant's receipt of an invoice therefor.

Supplemental HVAC. Subject As a part of its Tenant Improvements, and subject to the terms of the Tenant Work Letter, or as an Alteration done in accordance with the terms of Article 8, below, Tenant, at its sole expense, may install a supplemental HVAC system in the Premises or in a location in the Project to be mutually and reasonably agreed upon by Landlord and Tenant for the purpose of providing supplemental air-conditioning to the Premises (the "Tenant HVAC System"). To the extent the Tenant HVAC System occupies revenue producing areas of the Project (e.g., parking spaces), Tenant shall be required to pay to Landlord the lost rental or income associated with such area. All aspects of the Tenant HVAC System shall be subject to Landlord’s 's prior consentwritten approval, which consent approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have unless the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation structural aspects of the Building, unless the Building systems and equipment, and/or the exterior appearance of the Building will be materially adversely affected, in which event Landlord's approval may be withheld in Landlord's sole and absolute discretion. The Tenant agrees to pay for such increased costs HVAC System shall be air cooled, and such installation would not result in Landlord being in breach or default under any other tenant’s leasethe condenser must be on the exterior of the Building. Tenant shall be responsible for the cost of all electricity utilized by the Tenant HVAC System. At Landlord's election prior to the expiration or earlier termination of this Lease, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in which event the Tenant HVAC System shall be surrendered 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 the option either Tenant HVAC System left in the Premises upon the expiration or earlier termination of this Lease, then Tenant shall remove the Tenant HVAC System upon the expiration or earlier termination of this Lease, and repair all damage to utilize the Building’s chilled or condenser waterBuilding resulting from such removal, at Landlord’s actual Tenant's sole cost without markupand expense. Tenant shall be solely responsible, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s 's sole cost and expense, which shall measure for the flow of chilled or condenser water monitoring, operation, repair, replacement, and removal (subject to the Premisesforegoing terms of this Section 6.5), of the Tenant HVAC System, and in no event shall the Tenant HVAC System interfere with Landlord's operation of the Building. Any reimbursements owing by Tenant to Landlord pursuant to this Section 6.5 shall pay Landlord for be payable by Tenant within thirty (30) days of Tenant’s use 's receipt of chilled or condenser water at Landlord’s actual costan invoice therefor. Tenant acknowledges that to the extent that the Tenant HVAC System shall bear all costs be visible from certain portions of the equipment Building and/or Project, Landlord may require (in Landlord's sole discretion) that Tenant, at Tenant's sole cost and installation.expense, install screening, landscaping or other improvements satisfactory to Landlord (in Landlord's sole discretion) in order to satisfy Landlord's aesthetic requirements in connection with the area surrounding the Tenant HVAC System. 760812.06/WLA375983-00004/11-2-16/ejs/ejs 22 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.]

Supplemental HVAC. Subject to Landlord’s 's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install install, at Tenant's sole cost, a supplemental HVAC HYAC system serving all or any portion of the Premises. Any such supplemental HVAC HYAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s 's maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other Building tenant’s 's lease. Any such supplemental HYAC system installed by Tenant shall have the option either to utilize the Building’s 's chilled or condenser waterwater (no to exceed Tenant's pro-rata share of ten (10) tons per floor), at Landlord’s 's actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s 's chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s 's sole cost and expense, which shall measure the flow of chilled or condenser water to the Premises, and Tenant shall pay Landlord for Tenant’s 's use of chilled or condenser water at Landlord’s 's actual cost. Tenant shall bear all costs of the equipment and installation.

Supplemental HVAC. Subject 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 10.12, and, if approved by Landlord pursuant to the terms of Article 5 of this Lease and this Section 10.12, 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 consentwritten approval, which consent approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have unless the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation structural aspects of the Building, unless Tenant agrees to pay the Building Systems, the exterior appearance of the Building and/or the certificate of occupancy issued for such increased costs the Building or the Premises will be 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 such installation would not result in Landlord being in breach or default under any other tenant’s leaseabsolute discretion. Tenant shall have the option either to utilize the Building’s chilled or condenser waterbe permitted, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s sole cost and expense, which shall measure to access 277/480 volts of electricity (subject to availability) from the flow of chilled or condenser water to existing bus duct riser in connection with any approved Supplemental HVAC System. In connection with the Premisesforegoing, Landlord shall, at Landlord’s sole cost and expense, separately meter the electricity utilized by the Supplemental HVAC System, and Tenant shall pay reimburse Landlord for Tenant’s use the cost as reasonably determined by Landlord of chilled or condenser water at Landlord’s actual costall electricity utilized by the Supplemental HVAC System. Tenant shall bear all costs not be required to remove any Supplemental HVAC System existing in the Premises as of the equipment Commencement Date. On or before the Expiration Date (provided Landlord notified Tenant that Landlord would require the removal of any Supplemental HVAC System installed in the Premises following the Commencement Date at the time Landlord approved or consented to such Supplemental HVAC System), Tenant shall remove any Supplemental HVAC System installed in the Premises following the Commencement Date prior to the expiration or earlier termination of this Lease, and installationrepair 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 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 10.12), 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 10.12 shall be payable by Tenant within twenty (20) Business Days of Tenant’s receipt of an invoice therefor.

Supplemental HVAC. Subject Tenant shall have the right to (A) install and maintain during the term of the Lease, at no charge to Tenant, up to two (2) HVAC units to provide service to the Premises, and (B) perform such work as is necessary to connect and/or integrate the foregoing to or with the Premises and/or equipment located therein. Such supplemental HVAC units must fit into an area on the roof not to exceed 24 feet by 6 feet, the exact location of which is shown on Exhibit J attached hereto and incorporated herein. Tenant shall screen such units at its sole cost and expense, to the extent that either (i) such screening is required by local code or by any applicable owners association, or (ii) if all other HVAC is screened. The exact specifications of the HVAC equipment and screening is subject to Landlord’s prior consentwritten approval, which consent shall approval will not be unreasonably withheld, conditioned or delayed. If applicable, Landlord will approve the nature and location of Tenant’s initial equipment as provided in the plans and specifications for the Tenant Improvements; provided, however, that if Landlord disapproves the proposed location of Tenant’s initial equipment, Landlord shall designate another roof location. Tenant’s rooftop equipment shall remain the exclusive property of Tenant, and Tenant (y) shall have the right to install remove Tenant’s rooftop equipment at any time during the term of this Lease, and (z) must repair any damage caused by the installation, use or removal of such items. Other than roof penetrations in accordance with design criteria applicable thereto, no roof penetration shall be made in connection with such installation without the prior written consent of Landlord, and Landlord shall have the right to require that any penetrations approved by Landlord shall be made by or coordinated with Landlord’s roofing contractor so as to not void any roofing warranty. Tenant shall operate Tenant’s rooftop equipment in a supplemental HVAC system serving all manner so as to not unreasonably interfere with usage of similar equipment by other tenants or any portion occupants of the PremisesBuilding and to otherwise comply with all Laws applicable thereto. The provisions of this Lease applicable to the construction/installation of improvements within the Premises will also be applicable to the construction/installation of equipment on the roof of the Building. Any such supplemental HVAC system unit shall be installed pursuant subject to approval of the terms City of Article 8 Plano, the Legacy Design Review Board, and shall be deemed an Alteration for purposes of this Lease; providedShops at Legacy (North), however, it shall be deemed reasonable for Landlord to withhold its approval L.P. to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and such installation would not result in Landlord being in breach or default under any other tenant’s lease. Tenant shall have the option either to utilize the Building’s chilled or condenser water, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentenceare required by applicable Laws. Upon the expiration or sooner termination of this Lease, then Landlord Tenant shall install a submetering device at Tenant’s sole cost and expenseremove all screening, which shall measure the flow of chilled or condenser water to the Premisesequipment, cabling, and Tenant shall pay Landlord for Tenant’s use of chilled or condenser water at connections (but not ductwork) and return all affected areas to their original condition, ordinary wear and tear and damage due to Casualty excepted, unless removal is excused in writing by Landlord’s actual cost. Tenant shall bear all costs of the equipment and installation.

Supplemental HVAC. Subject to Landlord’s 's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s 's maintenance or operation of the Building, unless Tenant agrees to pay for such increased costs and costs. Any such installation would not result in Landlord being in breach or default under any other tenant’s lease. supplemental HVAC system installed by Tenant shall have the option either to utilize the Building’s 's chilled or condenser water, at Landlord’s 's actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s 's chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s 's sole cost and expense, which shall measure the flow of chilled or condenser water to the Premises, and Tenant shall pay Landlord for Tenant’s 's use of chilled or condenser water at Landlord’s 's actual cost. In no event shall any of the costs associated with the installation or use of the supplemental HVAC system be included within the Base Year. Tenant shall bear all costs of the equipment equipment, and installationall costs of installation and removal thereof.

Supplemental HVAC. Subject to Landlord’s prior consentTenant, which consent shall not be unreasonably withheldat its sole expense, conditioned or delayed, Tenant shall have the right to may install a supplemental HVAC system serving all or any portion in the Premises (the "Tenant HVAC System"). In the event that the Tenant HVAC System is not installed as part of the Premises. Any such supplemental initial "Improvements" (as that term is defined in Section 2.1 of the Work Letter) pursuant to the Work Letter, then the Tenant HVAC system System shall be installed pursuant to installed, if at all, by Tenant as an "Alteration" (as that term is defined in Section 8.1 below) in accordance with the terms of Article 8 and 8, below. To the extent space is then available on the roof of the Building for the Tenant HVAC System, which determination shall be deemed an Alteration for purposes made by Landlord in its sole and absolute discretion, Tenant may request installation of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with Tenant HVAC System on the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation roof of the Building, unless Tenant agrees subject to pay for such increased costs Article 8 and such installation would not result in Landlord being in breach or default under any other tenant’s leaseSection 23.6 of this Lease. Tenant shall have coordinate the option either installation and operation of the Tenant HVAC System with Landlord to utilize ensure that the Tenant HVAC System is compatible with the systems and equipment of the Building’s chilled , and to the extent that the Tenant HVAC System is not compatible with the systems and equipment of the Building, Tenant shall not be entitled to install or condenser wateroperate the same. Tenant shall be solely responsible, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s 's sole cost and expense, which for the monitoring, operation, replacement and repair of the Tenant HVAC System. In connection with the Tenant HVAC System, (a) Tenant shall install, at Tenant's cost, a submeter to measure the flow electricity utilized by the Tenant HVAC System, as well as submeters to measure the use of chilled any other utilities utilized by the Tenant HVAC System, and (b) Tenant shall be responsible for the payment of all costs relating to the use of electricity and other utilities, as well as the maintenance and repair of the Tenant HVAC System. At Landlord's sole option, upon written notice to Tenant no less than one hundred twenty (120) days prior to the Lease Expiration Date, Tenant shall remove any Tenant HVAC System prior to the expiration or condenser water earlier termination of this Lease, and repair any damage to the Building caused by such removal and restore the portion of the Building and Premises affected by such removal to the condition existing prior to the installation of such Tenant HVAC System, or leave same in the Premises, and Tenant in which event the same shall pay Landlord for Tenant’s use of chilled or condenser water at Landlord’s actual cost. Tenant shall bear all costs become a part of the equipment realty and installationbelong to Landlord and shall be surrendered with the Premises upon the expiration or earlier termination of this Lease.

Supplemental HVAC. Subject 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 the Work Letter if installed as part of the Tenant Improvements, or thereafter by Article 5 of this Lease and this Section 10.12 if installed after the Commencement Date, and, if approved by Landlord pursuant to the terms of Article 5 of this Lease and this Section 10.12, shall be performed by Tenant as an Alteration 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 's prior consentwritten approval, which consent approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have unless the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation structural aspects of the Building, unless Tenant agrees to pay the Building Systems, the exterior appearance of the Building and/or the certificate of occupancy issued for such increased costs the Building or the Premises will be 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 such installation would not result in Landlord being in breach or default under any other tenant’s leaseabsolute discretion. Tenant shall have the option either to utilize the Building’s chilled or condenser waterbe permitted, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s 's sole cost and expense, which to access 277/480 volts of electricity (subject to availability) from the existing bus duct riser in connection with any approved Supplemental HVAC System. 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 measure reimburse Landlord for the flow cost as reasonably determined by Landlord of chilled or condenser water all electricity utilized by the Supplemental HVAC System. Notwithstanding any provision to the Premisescontrary contained in this Lease, at Landlord's election prior to the expiration or earlier termination of this Lease, Tenant shall surrender the Supplemental HVAC System to Landlord with the Premises upon the expiration or earlier termination of this Lease, and Tenant shall pay thereafter have no further rights with respect thereto. In the event that Landlord for fails to elect to have the Supplemental HVAC System surrendered to it upon the expiration or earlier termination of this Lease, then Tenant shall remove the 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 use of chilled or condenser water '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 Landlord’s actual costTenant's sole cost and expense. Tenant shall bear all costs 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 10.12), of the equipment and installationSupplemental 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 10.12 shall be payable by Tenant within ten (10) Business Days of Tenant's receipt of an invoice therefor.

Supplemental HVAC. Subject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to install a supplemental HVAC system serving all or any portion of the Premises. Any such supplemental HVAC system shall be installed pursuant to the terms of Article 8 and shall be deemed an Alteration for purposes of this Lease; provided, however, it shall be deemed reasonable for Landlord to withhold its approval to the extent any such installation would materially interfere with the occupancy of other tenants in the Building, or would materially interfere with, or materially increase the cost of, Landlord’s maintenance or operation of the applicable Building, unless Tenant agrees to pay for such increased costs and costs. Any such installation would not result in Landlord being in breach or default under any other tenant’s lease. supplemental HVAC system installed by Tenant shall have the option either to utilize the applicable Building’s chilled or condenser water, at Landlord’s actual cost without markup, or to install in or on the Building (including the roof) the necessary equipment to supply a sufficient quantity of chilled or condenser water to the Premises and to connect the equipment to the Premises through the Building shafts and systems. If Tenant connects into the applicable Building’s chilled or condenser water system pursuant to the terms of the foregoing sentence, then Landlord shall install a submetering device at Tenant’s sole cost and expense, which shall measure the flow of chilled or condenser water to the Premises, and Tenant shall pay Landlord for Tenant’s use of chilled or condenser water at Landlord’s actual cost. Tenant shall bear all costs of the equipment equipment, and installationall costs of installation and removal thereof.