Common use of Supplemental HVAC Clause in Contracts

Supplemental HVAC. Tenant may elect to install one or more additional HVAC systems inside, and/or outside of the Premises in locations reasonably approved by Landlord (each, a “Tenant HVAC System”), unless the Building structure, the Building systems, and/or the exterior appearance of the Building will be materially and adversely affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. Tenant’s installation of the Tenant HVAC System shall comply with and be governed by the terms of this Lease. Tenant acknowledges that such Tenant HVAC System installation will constitute an over-standard electrical use, and that in such event Tenant will be required to install, at Tenant’s sole cost and expense, a device to separately meter such increased electrical use, and Tenant shall pay the increased cost directly to Landlord (or Landlord’s property manager), within thirty (30) days after demand including an administrative fee (not to exceed five percent [5%] of such cost),. However, Landlord hereby approves Tenant’s existing supplemental HVAC, as the same may be modified, replaced or upgraded in accordance with the provisions of this Lease, acknowledges that they are not separately metered (nor will be required to be separately metered), and the usage thereof shall not shall be deemed over-standard usage. If Tenant elects to terminate the Lease under Rider No. 5 attached hereto, to reduce the size of the Premises under Rider No. 4 attached hereto, or if Landlord terminates the Lease due to a Tenant Event of Default, then, at Landlord’s election delivered to Tenant in writing not later than ninety (90) days prior to the Termination Date (as defined in Rider No. 5) (or as soon as practicable following an Event of Default or Tenant’s exercise of a Contraction Right under Rider No. 4), Tenant shall remove the Tenant HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, normal wear and tear excepted, at Tenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” condition, and Tenant shall thereafter have no further rights with respect thereto. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, and, if applicable, removal of the Tenant HVAC System, and in no event shall the Tenant HVAC System interfere with Landlord’s operation of the Building.

Supplemental HVAC. Tenant may elect to install one or more additional HVAC systems inside, and/or outside of (a) To furnish the Premises in locations reasonably approved by Landlord (eachwith supplemental air-conditioning, a “Tenant HVAC System”), unless the Building structure, the Building systems, and/or the exterior appearance of the Building will be materially and adversely affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. Tenant’s installation of the Tenant HVAC System shall comply with and be governed by the terms of this Lease. Tenant acknowledges that such Tenant HVAC System installation will constitute an over-standard electrical use, and that in such event Tenant will be required to install, at Tenant’s sole cost and expense, a device and in accordance with, and subject to, the applicable provisions of this Lease, including Article 13 hereof, may furnish and install in the Premises condenser water cooled air conditioning units (with an electric heat coil, if Tenant so desires), the aggregate tonnage of which does not exceed the Maximum Supplemental HVAC Capacity (as hereinafter defined), and, in connection with such installation, shall, at its sole cost and expense, furnish, design, install and distribute (all within the Premises) the ductwork, fans, blowers, chilling equipment, thermostatic controls, smoke detectors, condensate removal and other facilities, equipment and machinery (collectively, “Tenant’s HVAC Equipment”) required to separately meter make the said units operational, and shall, at its sole cost and expense, in connection with such increased electrical usedistribution, furnish, design, install, distribute and locate said units and Tenant’s HVAC Equipment in accordance with the approved Tenant’s Plans therefor. All of said condenser water cooled air conditioning units, together with Tenant’s HVAC Equipment, is herein referred to as the “Supplemental HVAC Units.” The Supplemental HVAC Units shall be installed by Tenant at its sole cost and expense and in accordance with, and subject to, the applicable provisions of this Lease, and shall be located solely within the Premises. Landlord shall connect the Supplemental HVAC Units so installed by Tenant to the Building’s condenser water system, and Tenant shall pay the increased cost directly to Landlord (or Landlord’s property manager), within thirty (30) days after demand including an administrative fee (not to exceed five percent [5%] of such cost),. However, Landlord hereby approves Tenant’s existing supplemental HVAC, as the same may be modified, replaced or upgraded in accordance with the provisions of this Lease, acknowledges that they are not separately metered (nor will be required to be separately metered), and the usage thereof shall not shall be deemed over-standard usage. If Tenant elects to terminate the Lease under Rider No. 5 attached hereto, to reduce the size of the Premises under Rider No. 4 attached hereto, or if Landlord terminates the Lease due to a Tenant Event of Default, then, at Landlord’s election delivered demand therefor, the out-of-pocket costs and expenses reasonably incurred by Landlord to Tenant in writing not later than ninety (90) days prior third-parties to connect the Supplemental HVAC Units to the Termination Date (as defined in Rider No. 5) (or as soon as practicable following an Event of Default or TenantBuilding’s exercise of a Contraction Right under Rider No. 4), Tenant shall remove the Tenant HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, normal wear and tear excepted, at Tenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” condition, and Tenant shall thereafter have no further rights with respect thereto. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, and, if applicable, removal of the Tenant HVAC System, and in no event shall the Tenant HVAC System interfere with Landlord’s operation of the Buildingcondenser water system.

Supplemental HVAC. Tenant may elect to install one or more additional HVAC systems inside, and/or outside As a part of the Tenant Improvements and subject to the terms of the Tenant Work Letter, Tenant, at its sole expense (or as a deduction from the Tenant Improvement Allowance), may install supplemental HVAC units in the Premises in locations reasonably approved by Landlord for the purpose of providing supplemental air- 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -20- CXXXXXX HIGHLINE 1173, 1167 & 1000 Xxxxxxx Xxxxxx Roku, Inc. conditioning to the Premises (each, a “the "Tenant HVAC System”"), unless the Building structure, the Building systems, and/or the exterior appearance of the Building will be materially and adversely affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. Tenant’s installation All aspects of the Tenant HVAC System (including, but not limited to, any connection to the Building's chilled or condenser water system) shall comply be subject to Landlord's prior written approval, in accordance with and be governed by Article 8 below or the terms of this LeaseTenant Work Letter (as applicable). Tenant acknowledges that such may not connect into the Building's chilled or condenser water system without Landlord’s prior written consent. Tenant HVAC System installation will constitute an over-standard electrical use, and that in such event Tenant will shall be required to installpermitted, at Tenant’s 's sole cost and expense, a device to separately meter such increased electrical use, and Tenant shall pay access 277/480 volts of electricity (subject to availability) from the increased cost directly to Landlord (or Landlord’s property manager), within thirty (30) days after demand including an administrative fee (not to exceed five percent [5%] of such cost),. However, Landlord hereby approves Tenant’s existing supplemental HVAC, as the same may be modified, replaced or upgraded bus duct riser in accordance connection with the provisions of this Lease, acknowledges that they are not separately metered (nor will be required to be separately metered), and the usage thereof shall not shall be deemed over-standard usage. If Tenant elects to terminate the Lease under Rider No. 5 attached hereto, to reduce the size of the Premises under Rider No. 4 attached hereto, or if Landlord terminates the Lease due to a Tenant Event of Default, then, at Landlord’s election delivered to Tenant in writing not later than ninety (90) days prior to the Termination Date (as defined in Rider No. 5) (or as soon as practicable following an Event of Default or Tenant’s exercise of a Contraction Right under Rider No. 4), Tenant shall remove the Tenant HVAC System System. At Landlord's election prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, normal wear and tear excepted, at Tenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” conditionwhich 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 Buildings resulting from such removal, at Tenant's sole cost and expense. Tenant shall be solely responsible, at Tenant’s 's sole cost and expense, for the monitoring, operation, repair, replacement, andand removal (subject to the foregoing terms of this Section 6.1.1.2), if applicable, removal of the Tenant HVAC System, and in no event shall the Tenant HVAC System interfere with Landlord’s 's operation of the BuildingBuildings. 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. Tenant may elect to install one or more additional HVAC systems inside, and/or outside As a part of the Tenant Improvements and subject to the terms of the Tenant Work Letter, Tenant, at its sole expense (or as a deduction from the Tenant Improvement Allowance), may install supplemental HVAC units in the Premises in locations reasonably approved by Landlord for the purpose of providing supplemental air-conditioning to the Premises (each, a 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 written approval, which approval shall not be unreasonably withheld, conditioned or delayed, unless the Building structure, the Building systemsBase Building, and/or the exterior appearance of the Building will be materially and adversely affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. TenantTenant may not connect into the Building’s installation of the Tenant HVAC System shall comply with and be governed by the terms of this Leasechilled or condenser water system. Tenant acknowledges that such Tenant HVAC System installation will constitute an over-standard electrical use, and that in such event Tenant will shall be required to installpermitted, at Tenant’s sole cost and expense, a device to access 277/480 volts of electricity (subject to availability) from the existing bus duct riser in connection with the Tenant HVAC System. In connection with the foregoing, Landlord shall, at Tenant’s sole cost and expense, have the right to separately meter such increased electrical usethe electricity utilized by the Tenant HVAC System, and Tenant shall pay reimburse Landlord for the increased cost directly to as reasonably determined by Landlord (or Landlord’s property manager), within thirty (30) days after demand including an administrative fee (not to exceed five percent [5%] of such cost),all electricity utilized by the Tenant HVAC System. However, Landlord hereby approves Tenant’s existing supplemental HVAC, as the same may be modified, replaced or upgraded in accordance with the provisions of this Lease, acknowledges that they are not separately metered (nor will be required to be separately metered), and the usage thereof shall not shall be deemed over-standard usage. If Tenant elects to terminate the Lease under Rider No. 5 attached hereto, to reduce the size of the Premises under Rider No. 4 attached hereto, or if Landlord terminates the Lease due to a Tenant Event of Default, then, at At Landlord’s election delivered to Tenant in writing not later than ninety (90) days prior to the Termination Date (as defined in Rider No. 5) (or as soon as practicable following an Event of Default or Tenant’s exercise of a Contraction Right under Rider No. 4), Tenant shall remove the Tenant HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, normal wear and tear excepted, at Tenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” conditionwhich 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 be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, andand removal (subject to the foregoing terms of this Section 6.1.1.2), if applicable, removal 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 6.1.1.2 shall be payable by Tenant within five (5) business days of Tenant’s receipt of an invoice therefor.

Supplemental HVAC. Tenant may elect to install one or more additional HVAC systems inside, and/or outside As of the Premises in locations reasonably approved by Landlord (each, a “Tenant HVAC System”), unless the Building structuredate of this Sublease, the Building systemsSublet Premises contains and/or is served by supplemental HVAC equipment as set forth on Exhibit B-3 (“Sublessor’s HVAC’). Subtenant shall have the right to use the Sublessor’s HVAC under the terms and conditions hereinafter set forth. Sublessor reserves the right to reasonably prescribe the amount and level of use for Sublessor’s HVAC, and/or and Subtenant’s use shall not exceed such levels and amounts at any time. Sublessor makes no representation or warranty as to the exterior appearance capacity or output of the Building will be materially Sublessor’s HVAC or to its sufficiency to service Subtenant’s particular requirements in the Sublet Premises, and adversely affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. Tenant’s installation of the Tenant HVAC System shall comply with and be governed by the terms of this Lease. Tenant Subtenant acknowledges that such Tenant the Sublessor’s HVAC System installation will constitute an over-standard electrical useequipment is in its “as is, where is” condition. Sublessor shall maintain the Sublessor’s HVAC under the same contracts as the other supplemental HVAC units in the Building, and that in Subtenant shall reimburse Sublessor the costs of such event Tenant will be required maintenance (without markup for profit by Sublessor) from time to install, at Tenant’s sole cost and expense, a device to separately meter such increased electrical use, and Tenant shall pay the increased cost directly to Landlord (or Landlord’s property manager)time, within thirty (30) days after demand including an administrative fee invoice therefor. Subtenant shall reimburse Sublessor from time to time, within thirty (not to exceed five percent [5%] 30) days after invoice therefor, all costs for use of such cost),. However, Landlord hereby approves TenantSublessor’s existing supplemental HVAC, including, without limitation, costs for electricity and chilled water or condenser water (including any costs for depreciation charged by Landlord as set forth below) serving Sublessor’s HVAC. Sublessor shall not be required, under any circumstance, to replace the same Sublessor’s HVAC or to perform repairs or maintenance that are not covered by the service contracts. Subtenant shall not have the right to install additional supplemental HVAC units in the Sublet Premises or in the Building without the prior written consent of Sublessor, which consent may be modifiedgranted or withheld in Sublessor’s sole discretion. For approved additional supplemental HVAC units (“Subtenant’s HVAC”), replaced or upgraded (i) Subtenant shall be solely responsible for all costs to install, maintain, and repair any Subtenant’s HVAC, (ii) Subtenant shall be responsible for all costs to operate such Subtenant’s HVAC (including, but not limited to, all costs of electrical consumption with respect to Subtenant’s HVAC), and (iii) Subtenant’s installation of Subtenant’s HVAC shall be part of alterations, performed in accordance with Section 7(a) of this Sublease (including reimbursement of all costs in reviewing plans), and shall be subject to Sublessor’s and Landlord’s prior written approval in accordance with the provisions terms and conditions of Section 7(a) of this LeaseSublease. In no event may Subtenant move or remove any convector units or any plumbing or other system equipment of the Building without Sublessor’s and Landlord’s prior written consent, acknowledges that they are which may be granted or denied in its or their sole and absolute discretion. If Subtenant installs and operates Subtenant’s HVAC as set forth herein, Subtenant shall reimburse Sublessor from time to time, within thirty (30) days after invoice therefor, for the actual costs of such chilled water or condenser water and of providing same, including, but not separately metered limited to, an amount for depreciation which is reasonable based upon the charge assessed for depreciation in First-Class Buildings. All or any of Subtenant’s HVAC installation, shall, at the option of Sublessor (nor will exercised in its sole and absolute discretion), either (i) on or prior to the Sublease termination date, be required to be separately metered)removed, and the usage thereof shall not Sublet Premises restored to its condition on the date of this Sublease or (ii) remain in the Sublet Premises after Sublease termination (Sublessor reserving the right to select either option for individual equipment components or portions of Subtenant’s HVAC installations). Subtenant shall be deemed over-standard usage. If Tenant elects responsible to terminate insure Subtenant’s HVAC under the Lease under Rider No. 5 attached hereto, to reduce the size special cause of loss business property insurance required by Section 17.A.(1) of the Premises under Rider No. 4 attached hereto, or if Landlord terminates the Lease due to a Tenant Event of Default, then, at Landlord’s election delivered to Tenant in writing not later than ninety (90) days prior to the Termination Date (as defined in Rider No. 5) (or as soon as practicable following an Event of Default or Tenant’s exercise of a Contraction Right under Rider No. 4), Tenant shall remove the Tenant HVAC System prior to the expiration or earlier termination of this Prime Lease, and repair all damage to the Building resulting from naming Sublessor as loss payee under such removal, normal wear and tear excepted, at Tenantpolicy for Subtenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” condition, and Tenant shall thereafter have no further rights with respect thereto. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, and, if applicable, removal of the Tenant HVAC System, and in no event shall the Tenant HVAC System interfere with Landlord’s operation of the BuildingHVAC.

Supplemental HVAC. Tenant may elect to install one or more additional HVAC systems inside, and/or outside of the Premises Premises, including without limitation, wall units (1 ton) within Tenant’s IT/IDF room and ATM room, and in other locations reasonably approved by Landlord (each, a “Tenant HVAC System”), unless the Building structure, the Building systems, and/or the exterior appearance of the Building will be materially and adversely affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. Tenant’s installation of the Tenant HVAC System shall comply with and be governed by the terms of this Lease. Tenant acknowledges that such Tenant HVAC System installation will constitute an over-standard electrical use, and that in such event Tenant will be required to install, at Tenant’s sole cost and expense, a device to separately meter such increased electrical use, and Tenant shall pay the increased cost directly to Landlord (or Landlord’s property manager), within thirty (30) days after demand including an administrative fee (not to exceed five percent [5%] of such cost),. However, Landlord hereby approves Tenant’s existing supplemental HVAC, as the same may be modified, replaced or upgraded in accordance with the provisions of this Lease, acknowledges that they are not separately metered (nor will be required to be separately metered), and the usage thereof shall not shall be deemed over-standard usage. If Tenant elects to terminate the Lease under Rider No. 5 attached hereto, to reduce the size of the Premises under Rider No. 4 attached hereto, or if Landlord terminates the Lease due to a Tenant Event of Default, then, at Landlord’s election delivered to Tenant in writing not later than ninety (90) days prior to the Termination Date (as defined in Rider No. 54) (or as soon as practicable following an Event of Default or Tenant’s exercise of a Contraction Right under Rider No. 4Default), Tenant shall remove the Tenant HVAC System prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, normal wear and tear excepted, at Tenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if If Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, the Tenant shall leave the Tenant HVAC System System, in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” condition, and Tenant shall thereafter have no further rights with respect thereto. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, and, if applicable, removal of the Tenant HVAC System, and in no event shall the Tenant HVAC System interfere with Landlord’s operation of the Building.

Supplemental HVAC. Tenant may elect to install one or more additional HVAC systems inside, and/or outside As a part of the Tenant Improvements and subject to the terms of the Tenant Work Letter, Tenant, at its sole expense (or as a deduction from the Tenant Improvement Allowance), may install supplemental HVAC units in the Premises in locations reasonably approved by Landlord for the purpose of providing supplemental air-conditioning to the Premises (each, a “the "Tenant HVAC System”"), unless the Building structure, the Building systems, and/or the exterior appearance of the Building will be materially and adversely affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. Tenant’s installation All aspects of the Tenant HVAC System (including, but not limited to, any connection to the Building's chilled or condenser water system) shall comply be subject to Landlord's prior written approval, in accordance with and be governed by Article 8 below or the terms of this LeaseTenant Work Letter (as applicable). Tenant acknowledges that such may not connect into the Building's chilled or condenser water system without Landlord’s prior written consent. Tenant HVAC System installation will constitute an over-standard electrical use, and that in such event Tenant will shall be required to installpermitted, at Tenant’s 's sole cost and expense, a device to separately meter such increased electrical use, and Tenant shall pay access 277/480 volts of electricity (subject to availability) from the increased cost directly to Landlord (or Landlord’s property manager), within thirty (30) days after demand including an administrative fee (not to exceed five percent [5%] of such cost),. However, Landlord hereby approves Tenant’s existing supplemental HVAC, as the same may be modified, replaced or upgraded bus duct riser in accordance connection with the provisions of this Lease, acknowledges that they are not separately metered (nor will be required to be separately metered), and the usage thereof shall not shall be deemed over-standard usage. If Tenant elects to terminate the Lease under Rider No. 5 attached hereto, to reduce the size of the Premises under Rider No. 4 attached hereto, or if Landlord terminates the Lease due to a Tenant Event of Default, then, at Landlord’s election delivered to Tenant in writing not later than ninety (90) days prior to the Termination Date (as defined in Rider No. 5) (or as soon as practicable following an Event of Default or Tenant’s exercise of a Contraction Right under Rider No. 4), Tenant shall remove the Tenant HVAC System System. At Landlord's election prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, normal wear and tear excepted, at Tenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” conditionwhich 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 be solely responsible, at Tenant’s 's sole cost and expense, for the monitoring, operation, repair, replacement, andand removal (subject to the foregoing terms of this Section 6.1.1.2), if applicable, removal of the Tenant HVAC System, and in no event shall the Tenant HVAC System interfere with Landlord’s '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. Tenant may elect to install one or more additional HVAC systems inside, and/or outside As a part of the Tenant Improvements and subject to the terms of the Tenant Work Letter, supplemental HVAC units may be installed in the Premises in locations reasonably approved by Landlord for the purpose of providing supplemental air-conditioning to the Premises (each, a the “Tenant HVAC System”), unless the Building structure, the Building systems, and/or the exterior appearance of the Building will be materially and adversely affected, in which event Landlord’s approval may be withheld in Landlord’s sole and absolute discretion. Tenant’s installation All aspects of the Tenant HVAC System (including, but not limited to, any connection to the Building’s chilled water system) shall comply with and be governed by the terms of this Lease. Tenant acknowledges that such Tenant HVAC System installation will constitute an over-standard electrical use, and that in such event Tenant will be required subject to install, at Tenant’s sole cost and expense, a device to separately meter such increased electrical use, and Tenant shall pay the increased cost directly to Landlord (or Landlord’s property manager)prior written approval, within thirty (30) days after demand including an administrative fee (not to exceed five percent [5%] of such cost),. However, Landlord hereby approves Tenant’s existing supplemental HVAC, as the same may be modified, replaced or upgraded in accordance with the provisions of this Lease, acknowledges that they are not separately metered (nor will be required to be separately metered), and the usage thereof which approval shall not shall be deemed over-standard usage. If Tenant elects to terminate the Lease under Rider No. 5 attached heretounreasonably withheld, to reduce the size of the Premises under Rider No. 4 attached heretoconditioned or delayed, or if Landlord terminates the Lease due to unless a Tenant Event of Default, then, at Landlord’s election delivered to Tenant in writing not later than ninety (90) days prior to the Termination Date Design Problem (as defined in Rider NoSection 8.1 below) exists. 5) (or as soon as practicable following an Event of Default or TenantAt Landlord’s exercise of a Contraction Right under Rider No. 4), Tenant shall remove the Tenant HVAC System election prior to the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, normal wear and tear excepted, at Tenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” conditionwhich 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 be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, andand removal (subject to the foregoing terms of this Section 6.1.1.1), if applicable, removal of the Tenant HVAC System, and in no event shall the Tenant HVAC System interfere with Landlord’s operation of the Building, but the Tenant HVAC System may, at Tenant’s option, connect to the Building management system. Any reimbursements owing by Tenant to Landlord pursuant to this Section 6.1.1.1 shall be payable by Tenant within thirty (30) days of Tenant’s receipt of an invoice therefor.

Supplemental HVAC. Notwithstanding Section 6.2.1 above to the contrary, Tenant may elect shall have the right, at Tenant’s expense, and subject to Tenant obtaining all applicable governmental approvals therefor, to install one subject and pursuant to the provisions of Article 8 below (or more additional as part of the initial Tenant Improvements subject and pursuant to the Tenant Work Letter), (i) separate supplemental heating, ventilation and air conditioning units in the Premises to provide supplemental HVAC systems inside, and/or outside for certain portions of the Premises in locations reasonably approved by Landlord (eachcollectively, the “Premises HVAC Units”) and/or (ii) separate heating, ventilation and air conditioning units/system on the roof of the Building to provide supplemental HVAC for certain portions of the Premises, which roof top HVAC units/system may consist of a split HVAC system with cooling equipment and shall include duct work and other connections from the roof to the Premises (collectively, the “Tenant Supplemental Roof-Top HVAC System”), unless . The Premises HVAC Units and the Building structureSupplemental Roof-Top HVAC System (collectively, the Building systems“Supplemental HVAC Equipment”), and/or if so installed, shall be of such size, capacity and all other specifications as shall be reasonably approved by the exterior appearance parties as part of the Building will be materially plans and adversely affecteddrawings for such Alterations (or the Construction Drawings for such initial Tenant Improvements, in which event as the case may be); provided, however, (A) as a condition to Landlord’s approval consent to the installation and use of any such Supplemental HVAC Equipment, Landlord may require that such Supplemental HVAC Equipment not be withheld connected or tied to the Base Building HVAC System, and (B) with respect to the Supplemental Roof-Top HVAC System, (1) Tenant shall only be permitted to install the Supplemental Roof-Top HVAC System if the same would not (and only in a manner which would not) void any of Landlord’s sole roof warranties, (2) unless Landlord elects that Tenant perform such work, Landlord shall perform the roof and absolute discretion. wall penetration work required to connect the Supplemental Roof-Top HVAC System to the Premises and provide pads and structural support for the Supplemental Roof-Top HVAC System (collectively, the “Landlord’s Roof Work”), at Tenant’s cost, which costs (collectively, “Landlord’s Roof Costs”) shall be reasonably consistent with competitive based pricing and shall be paid for by Tenant within thirty (30) days after invoice (or deducted from the Tenant Improvement Allowance if the Supplemental Roof-Top HVAC System is installed by Tenant as part of the initial Tenant Improvements subject and pursuant to the Tenant Work Letter), and (3) Tenant’s use of and access to the Supplemental Roof-Top HVAC System shall be in accordance with and subject to the applicable provisions set forth in Section 26.29 below. Following the installation of the Tenant applicable Supplemental HVAC System Equipment: (w) the electrical usage for such Supplemental HVAC Equipment shall comply with and be governed by the terms of this Lease. Tenant acknowledges that such Tenant HVAC System installation will constitute an over-standard electrical use, and that in such event Tenant will be required to installseparately metered, at Tenant’s sole cost and expense, a device to separately meter by metering devices installed by Tenant as part of such increased electrical use, and Supplemental HVAC Equipment; (x) Tenant shall pay the increased cost directly to Landlord (or Landlord’s property manager)shall, within thirty (30) days after demand including an administrative fee Tenant’s receipt of invoice by Landlord, pay to Landlord or reimburse Landlord for the actual electrical costs charged by the entity providing electricity to such Supplemental HVAC Equipment; (not to exceed five percent [5%] y) Tenant shall be responsible for repair and maintenance of such cost),. However, Landlord hereby approves Supplemental HVAC Equipment at Tenant’s existing supplemental HVACsole cost and expense and in connection therewith, as the same may be modifiedTenant shall, replaced or upgraded in accordance with the provisions of this Lease, acknowledges that they are not separately metered (nor will be required to be separately metered), and the usage thereof shall not shall be deemed over-standard usage. If Tenant elects to terminate throughout the Lease under Rider No. 5 attached heretoTerm, to reduce the size of the Premises under Rider No. 4 attached heretomaintain a service and/or maintenance contract for such Supplemental HVAC Equipment, or if Landlord terminates the Lease due to with a Tenant Event of Defaultservice provider reasonably approved by Landlord, then, at Landlord’s election delivered to Tenant in writing not later than ninety which service provider shall perform all maintenance and repair on such Supplemental HVAC Equipment and (90z) days prior to the Termination Date (as defined in Rider No. 5) (or as soon as practicable following an Event of Default or Tenant’s exercise of a Contraction Right under Rider No. 4)upon request, Tenant shall remove provide to Landlord a copy of periodic service reports for such Supplemental HVAC Equipment, as such reports are received by Tenant. Tenant’s obligations regarding removal of the Tenant Supplemental HVAC System prior to Equipment at the expiration or earlier termination of this Lease, and repair all damage to the Building resulting from such removal, normal wear and tear excepted, at Tenant’s sole cost and expense. Tenant shall leave the existing aforementioned supplemental HVAC and, if Landlord does not elect in writing (as provided above) for the Tenant to remove the Tenant HVAC System, Tenant shall leave the Tenant HVAC System in the Premises upon the expiration or earlier termination of this Lease, in its then existing “as is” condition, and Tenant shall thereafter have no further rights with respect thereto. Tenant Lease shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, repair, replacement, and, if applicable, removal of the Tenant HVAC System, and as set forth in no event shall the Tenant HVAC System interfere with Landlord’s operation of the BuildingSection 15.2 below.