Common use of Operating Expenses and Taxes Clause in Contracts

Operating Expenses and Taxes. 15.1 The Tenant will promptly pay the Tenant’s Taxes as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 If the Landlord is required by lawful authority or considers it desirable to pay the Tenant’s Taxes which the Tenant fails or neglects to pay, the Tenant will pay the amount thereof to the Landlord forthwith after written request thereof. 15.3 The Tenant will pay to the Landlord its Proportionate Share of Operating Expenses and Taxes payable in 12 equal installments with the monthly payments of Rent as and when required hereunder. The Landlord will, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the year. The Landlord will, at the Tenant’s request by written notice given within 180 days after receipt of such statements, permit the Tenant to review invoices relating to those Operating Expenses contained in the annual statements at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option from time to time estimate the amount which may be payable by the Tenant pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to the Tenant any amount of any overpayment by the Tenant by reason that the estimate aforesaid paid by the Tenant exceeds the actual amount payable by the Tenant. 15.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord and the Tenant. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The Tenant will promptly pay Lessee and Lessor acknowledge and agree that commencing with the TenantSecond Extended Lease Term and continuing with any Extended Lease Term validly exercised thereafter, (x) the Lease provisions relating to payment of Taxes and Operating Expenses shall be converted from a Base Year computation to a straight net basis computation, and (y) Lessee shall be assuming the obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption of the maintenance and repair obligations described in Paragraph 11 below, Lessee and Lessor wish to modify the terms and provisions of the Lease relating to Operating Expenses to account for such modifications and Lessee’s assumption of such obligations. In connection with the foregoing, Lessee and Lessor hereby acknowledge and agree that commencing on January 1, 2013, (i) the MOU shall have no further force or effect with respect to all periods from and after January 1, 2013 (the MOU shall remain in effect with respect to periods on or before December 31, 2012, except as modified by Xxxxxxxxxx 00 xxx 00 xxxxx), (xx) notwithstanding anything to the contrary contained in the Lease, Lessee’s obligations with respect to the payment of Lessee’s Percentage of Taxes as they become due and Lessee’s Percentage of Operating Expenses shall pay goods be computed without reference to a Base Year, with the effect that Lessee’s obligation for payment of Taxes during any Tax Year shall be payment of Lessee’s Percentage of the Taxes incurred with respect to such Tax Year and services taxes applicable Lessee’s obligation for payment of Operating Expenses during any Lease Year for Operating Expenses shall be payment of Lessee’s Percentage of the Operating Expenses incurred with respect to Rent such Lease Year for Operating Expenses, and Additional Rent when due(iii) Article 5 of the Original Lease shall be deleted in its entirety with respect to all periods from and after January 1, 2013 and replaced with the provisions of this Paragraph 10. 15.2 If (a) The Rent reserved and payable pursuant to the Landlord is required by lawful authority or considers it desirable to pay the Tenant’s Taxes which the Tenant fails or neglects Lease shall be computed in accordance with Paragraph 4 above and this Paragraph 10. Lessee agrees to pay, the Tenant will pay the amount thereof without deduction or offset (except as and to the Landlord forthwith after written request extent expressly provided in Paragraphs 11(f), 15(g) or 15(h) of this Second Amendment), the then applicable Base Rent payable hereunder for the Premises to Lessor in advance, in equal monthly installments, on or before the first day of each calendar month of the term or any extension thereof. 15.3 The Tenant will pay to , including, therewith, the Landlord its Proportionate Share estimated monthly amount of Lessee’s Percentage of Operating Expenses and Taxes payable in 12 equal installments with respect to the monthly payments of Rent as and when required hereunderthen applicable Lease Year for Operating Expenses. The Landlord will, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the year. The Landlord will, at the Tenant’s request by written notice given within 180 days after receipt of such statements, permit the Tenant to review invoices relating to those Operating Expenses contained rent described in the annual statements preceding sentence, and all other payments to be made to Lessor under the Lease, shall be paid to Lessor in lawful money of the United States of America addressed to Interland-Jalson, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or to such other person or at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option such other place as Lessor may from time to time estimate the amount which may be payable by the Tenant pursuant to Section 14.3 and the Tenant will pay designate in writing. (b) The words “Lessee’s Percentage” shall mean (i) when used with reference to the Landlord “Adjusted Taxes for the Building” (as defined below), an amount equal to 100%, (ii) when used with reference to “Operating Expenses” for the monthly payments Building, an amount equal to 100%, and (ii) when used with reference to “Operating Expenses” for the Exterior Common Areas, an amount equal to 41.109% (such percentage representing the Building’s allocable share of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to the Tenant any amount of any overpayment by the Tenant by reason that the estimate aforesaid paid by the Tenant exceeds the actual amount payable by the Tenantsuch Exterior Common Areas). 15.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord and the Tenant. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The Tenant will promptly pay the Tenant’s 's Taxes as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 If the Landlord is required by lawful authority or considers it desirable to pay the Tenant’s 's Taxes which the Tenant fails or neglects to pay, the Tenant will pay the amount thereof to the Landlord forthwith after written request thereof. 15.3 The Tenant will pay to the Landlord its Proportionate Share of Operating Expenses and Taxes payable in 12 equal installments with the monthly payments of Rent as and when required hereunder. The Landlord will, within 90 180 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the year. Within 120 days following Xxxxxx’s receipt of an annual statement and upon thirty (30) days’ prior written notice, Tenant or Xxxxxx’s accountant shall have the right to inspect Landlord’s books and records relating to the prior year’s Operating Expenses at Landlord’s main offices. If the inspection discloses that the total amount invoiced to Tenant after year-end reconciliation for such year exceeds the actual Operating Expenses, Landlord, shall either credit the amount of overpayment towards Tenant’s next due payment of rent or any other amounts due under this Lease, or refund the same to Tenant within ten (10) days after written demand therefor. If such inspection discloses that the total amount invoiced to Tenant after year-end reconciliation for such year is less than Tenant’s share of Operating Expenses, Tenant shall promptly pay the difference to Landlord. The Tenant shall pay to the Landlord will, at the Landlord’s reasonable costs with respect to any inspection conducted by the Tenant’s request by written notice given within 180 days after receipt , including the costs of such statements, permit employees of the Landlord and other costs of the Landlord incurred in the presentation of information to the Tenant to review invoices relating to those Operating Expenses contained and otherwise engaged in the annual statements at a time or times convenient inspection of the records of the Landlord. If inspection results in an error by Landlord greater than five (5%) percent, Landlord’s cost with respect to the inspection will then be waived by the Landlord, acting reasonably. Any payment due to Landlord shall be made within ten (10) days following the presentation of an invoice by the Landlord to the Tenant with respect to such costs. In no event shall any inspection be performed by a firm retained on a “contingency basis”. Xxxxxxxx’s and Xxxxxx’s obligations under this paragraph shall survive the expiration or sooner termination of this Lease. 15.4 The Landlord may, at its option from time to time estimate the amount which may be payable by the Tenant pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to the Tenant any amount of any overpayment by the Tenant by reason that the estimate aforesaid paid by the Tenant exceeds the actual amount payable by the Tenant. 15.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord and the Tenant. 15.6 The Tenant shall pay good goods and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The Tenant will promptly pay Section 27.1. All costs of operating the Tenant’s Taxes as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 If the Landlord is required by lawful authority or considers it desirable to pay the Tenant’s Taxes which the Tenant fails or neglects to pay, the Tenant will pay the amount thereof to the Landlord forthwith after written request thereof. 15.3 The Tenant will pay to the Landlord its Proportionate Share of Operating Expenses and Taxes payable in 12 equal installments with the monthly payments of Rent Premises (“Subtenant-Paid Costs”) as and when required hereundersuch costs are due and payable, shall be paid, or caused to be paid, by Sublandlord. The Landlord willSublandlord shall provide Subtenant with invoices for such Subtenant-Paid Costs, and Subtenant shall reimburse Sublandlord for all such Subtenant-Paid Costs within 90 ten (10) days of its yearafter Subtenant has been invoiced. All Taxes assessed or charged against the Premises (as well as any related interest or penalties), except for Subtenant-end, provide the Tenant with annual statements as to Operating Expenses and Paid Taxes which shall be paid by Subtenant by its deposit of the Tenant during Subtenant-Paid Taxes into the yearReal Estate Tax Account (as defined in the Real Estate Lease) by the tenth day prior to the date on which such Subtenant-Paid Taxes are due (the “Real Estate Tax Account Funding Date”), shall be paid, or caused to be paid, by Sublandlord. The Landlord willAmounts payable by Sublandlord or Subtenant pursuant to this Article 27, as well as amounts payable by Sublandlord to Subtenant under Article 18, shall bear interest at the TenantDefault Rate if not paid when due, from and including the due date to but excluding the date paid by Subtenant to Sublandlord or Sublandlord to Subtenant, as the case may be. For the avoidance of doubt, Subtenant shall not be required to reimburse Sublandlord for any interest or penalties related to Subtenant-Paid Taxes so long as Subtenant’s request payment was deposited into the Real Estate Tax Account by written notice given within 180 days after receipt of the Real Estate Tax Account Funding Date. Sublandlord and Subtenant each acknowledges that Landlord shall have the exclusive right to contest Taxes and that any refund resulting from any such statements, permit the Tenant contest may be paid directly to review invoices relating either Landlord or Subtenant and shall in no event be paid to those Operating Expenses contained in the annual statements at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option Sublandlord. Sublandlord will take such actions and execute such documentation as may be reasonably requested from time to time estimate by Subtenant to cause the applicable Governmental Authority to pay any such refunds directly to Subtenant. Section 27.2. Should Sublandlord fail to pay, or fail to cause Landlord to pay, any amount which may be payable by the Tenant that such parties are obligated to pay pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent 27.1, then Subtenant, as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to the Tenant any amount of any overpayment by the Tenant by reason that the estimate aforesaid paid by the Tenant exceeds the actual amount payable by the Tenant. 15.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time sole remedy under this Section 14.0 and Real Estate Sublease, shall have the reasonable cost right to deduct from the next installment(s) of obtaining Rental coming due under this Real Estate Sublease all such certificate is borne equally by the Landlord and the Tenant. 15.6 The Tenant amounts that Subtenant has paid or cause to be paid (as well as any related interest or penalties), together with interest thereon in accordance with Article 18, until all such amounts shall pay good and services tax applicable have been recovered in their entirety. Subtenant shall provide to Sublandlord a written accounting of all Additional Rent payable amounts paid with each quarterly installment of Rental hereunder.

Operating Expenses and Taxes. 15.1 14.1 The Tenant Lessee will promptly pay the Tenant’s Lessee's Taxes as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 14.2 If the Landlord Lessor is required by lawful authority or considers it desirable to pay the Tenant’s Lessee's Taxes which the Tenant Lessee fails or neglects to pay, the Tenant Lessee will pay the amount thereof to the Landlord Lessor forthwith after written request thereof. 15.3 14.3 The Tenant Lessee will pay to the Landlord Lessor its Proportionate Share of Operating Expenses and Taxes payable in 12 equal installments with the monthly payments of Rent rent as and when required hereunder. The Landlord Lessor will, within 90 days of its year-end, provide the Tenant Lessee with annual statements as to Operating Expenses and Taxes paid by the Tenant Lessee during the year. The Landlord Lessor will, at the Tenant’s Lessee's request by written notice given within 180 90 days after receipt of such statements, permit the Tenant Lessee to review invoices relating to those Operating Expenses contained in the annual statements at a time or times convenient to the LandlordLessor, acting reasonably. 15.4 14.4 The Landlord Lessor may, at its option from time to time estimate the amount which may be payable by the Tenant Lessee pursuant to Section 14.3 and the Tenant Lessee will pay to the Landlord Lessor with the monthly payments of Rent rent as and when required hereunder its Proportionate Share thereof so that the Landlord Lessor will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord Lessor will promptly refund to the Tenant Lessee any amount of any overpayment by the Tenant Lessee by reason that the estimate aforesaid paid by the Tenant Lessee exceeds the actual amount payable by the TenantLessee. 15.5 14.5 The certificate of an independent certified accountant appointed by the Landlord Lessor will in the event of a dispute be conclusive and binding upon the Landlord Lessor and the Tenant Lessee as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord Lessor and the TenantLessee. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The Tenant will promptly pay Lessee and Lessor acknowledge and agree that commencing with the TenantSecond Extended Lease Term and continuing with any Extended Lease Term validly exercised thereafter, (x) the Lease provisions relating to payment of Taxes and Operating Expenses shall be converted from a Base Year computation to a straight net basis computation, and (y) Lessee shall be assuming the obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption of the maintenance and repair obligations described in Paragraph 11 below, Lessee and Lessor wish to modify the terms and provisions of the Lease relating to Operating Expenses to account for such modifications and Lessee’s assumption of such obligations. In connection with the foregoing, Lessee and Lessor hereby acknowledge and agree that commencing on January 1, 2013, (i) the MOU shall have no further force or effect with respect to all periods from and after January 1, 2013 (the MOU shall remain in effect with respect to periods on or before December 31, 2012, except as modified by Xxxxxxxxxx 00 xxx 00 xxxxx), (xx) notwithstanding anything to the contrary contained in the Lease, Lessee’s obligations with respect to the payment of Lessee’s Percentage of Taxes as they become due and Lessee’s Percentage of Operating Expenses shall pay goods be computed without reference to a Base Year, with the effect that Lessee’s obligation for payment of Taxes during any Tax Year shall be payment of Lessee’s Percentage of the Taxes incurred with respect to such Tax Year and services taxes applicable Lessee’s obligation for payment of Operating Expenses during any Lease Year for Operating Expenses shall be payment of Lessee’s Percentage of the Operating Expenses incurred with respect to Rent such Lease Year for Operating Expenses, and Additional Rent when due(iii) Article 5 of the Original Lease shall be deleted in its entirety with respect to all periods from and after January 1, 2013 and replaced with the provisions of this Paragraph 10. 15.2 If (a) The Rent reserved and payable pursuant to the Landlord is required by lawful authority or considers it desirable to pay the Tenant’s Taxes which the Tenant fails or neglects Lease shall be computed in accordance with Paragraph 4 above and this Paragraph 10. Lessee agrees to pay, the Tenant will pay the amount thereof without deduction or offset (except as and to the Landlord forthwith after written request extent expressly provided in Paragraphs 11(f), 15(g) or 15(h) of this Second Amendment), the then applicable Base Rent payable hereunder for the Premises to Lessor in advance, in equal monthly installments, on or before the first day of each calendar month of the term or any extension thereof. 15.3 The Tenant will pay to , including, therewith, the Landlord its Proportionate Share estimated monthly amount of Lessee’s Percentage of Operating Expenses and Taxes payable in 12 equal installments with respect to the monthly payments of Rent as and when required hereunderthen applicable Lease Year for Operating Expenses. The Landlord will, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the year. The Landlord will, at the Tenant’s request by written notice given within 180 days after receipt of such statements, permit the Tenant to review invoices relating to those Operating Expenses contained rent described in the annual statements preceding sentence, and all other payments to be made to Lessor under the Lease, shall be paid to Lessor in lawful money of the United States of America addressed to Interland-Jalson, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or to such other person or at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option such other place as Lessor may from time to time estimate the amount which may be payable by the Tenant pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to the Tenant any amount of any overpayment by the Tenant by reason that the estimate aforesaid paid by the Tenant exceeds the actual amount payable by the Tenantdesignate in writing. 15.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord and the Tenant. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The 3.2.1 Tenant will promptly shall be obligated to pay the to Landlord as Additional Rent an amount equal to Tenant’s Taxes as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 If the Landlord is required by lawful authority or considers it desirable to pay the Tenant’s Taxes which the Tenant fails or neglects to pay, the Tenant will pay the amount thereof to the Landlord forthwith after written request thereof. 15.3 The Tenant will pay to the Landlord its Proportionate OS Share of Operating Expenses and (Actual). In addition, Tenant shall be obligated to pay to Landlord as Additional Rent an amount equal to Tenant’s Proportionate OS Share of Taxes payable in 12 equal installments (Actual). 3.2.2 Beginning with the OS Commencement Date (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of the Operating Expenses (Projected) and the Taxes (Projected). Tenant shall pay each Projected Operating Expense Installment — OS and each Projected Tax Installment — OS to Landlord the first day of each month during the Rider Term. Until Tenant has received the statement of the Operating Expenses (Projected) and the Taxes (Projected) from Landlord, Tenant shall continue to pay Projected Operating Expenses Installments — OS and Projected Tax Installment — OS to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon Tenant’s receipt of such statement of the Operating Expenses (Projected), Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the total of the monthly payments amounts paid by Tenant as Projected Operating Expenses Installment — OS prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. In addition, upon Tenant’s receipt of Rent such statement of the Taxes (Projected), Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the total of the monthly amounts paid by Tenant as Projected Tax Installment — OS prior to receiving such statement and when required hereunderthe amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before June 15 (or as soon thereafter as reasonably possible) after the end of each calendar year, showing the Operating Expenses (Actual) as compared to the Operating Expenses (Projected) for such calendar year and the Taxes (Actual) as compared to the Taxes (Projected) for such calendar year. If Tenant’s Proportionate OS Share of Operating Expenses (Actual) for such calendar year exceeds the aggregate of the Projected Operating Expenses Installment — OS collected by Landlord from Tenant, Tenant shall, subject to the provisions of Section 3.2.4 below, pay to Landlord, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. However, if Tenant’s Proportionate OS Share of Operating Expenses (Actual) for such calendar year is less than the total of the monthly amounts of Projected Operating Expenses Installment — OS collected by Landlord from Tenant, Landlord shall pay to Tenant, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess (but such payment shall be made by Landlord by no later than the June 30th next following the calendar year in question). If Tenant’s Proportionate OS Share of Taxes (Actual) for such calendar year exceeds the total of the monthly amounts of the Projected Tax Installments — OS collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. However, if Tenant’s Proportionate OS Share of Taxes (Actual) for such calendar year is less than the total of the monthly amounts of the Projected Tax Installments — OS collected by Landlord from Tenant, Landlord shall pay to Tenant, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess (but such payment shall be made by Landlord by no later than the June 30th next following the calendar year in question). Landlord shall have the right from time to time during each calendar year to revise the Operating Expenses (Projected) and/or Taxes (Projected) and provide Tenant with a revised statement thereof. Thereafter, Tenant shall pay Projected Operating Expenses Installments — OS and Projected Tax Installments — OS on the basis of the revised statement. If the OS Effective Date is not the first day of a calendar year, or the expiration or termination date of this Rider is not the last day of a calendar year, Tenant’s Proportionate OS Share of Operating Expenses (Actual) and Tenant’s Proportionate OS Share of Taxes (Actual) shall be prorated. The foregoing adjustment provisions shall survive the expiration or termination of the Rider Term. 3.2.3 Notwithstanding any other provision herein to the contrary, it is agreed that if the Building is not ninety-five percent (95%) or more occupied during any calendar year an adjustment shall be made in computing the Operating Expenses (Actual) that vary with occupancy for such year so that the Operating Expenses (Actual) that vary with occupancy are computed as though the Building had been ninety-five percent (95%) occupied during such year. 3.2.4 Notwithstanding anything to the contrary herein contained, for the purposes of computing Tenant’s Proportionate OS Share of Operating Expenses (Actual), Controllable Operating Expenses shall not increase by more than 3% per calendar year on a compounding and cumulative basis over the course of the Term of this Lease. In other words, the amount of Controllable Operating Expenses for each calendar year during the Term of this Lease which may be included in Operating Expenses (Actual) shall not exceed the Controllable Expense Cap, as hereinafter defined, for such calendar year (see Exhibit B for an example of the definition of the Controllable Expense Cap). The “Controllable Expense Cap” for 2012 shall be one hundred five (103%) percent of the amount of Controllable Operating Expenses (as the same may be adjusted pursuant to Section 3.2.3 included in Operating Expenses Actual for 2011. The “Controllable Expense Cap” for each calendar after 2012 shall be one hundred three (103%) percent of the Controllable Expense Cap for the immediately preceding calendar year (as the same may be adjusted pursuant to Section 3.2.3). 3.2.5 Landlord will, within 90 days of its year-end, provide agrees to keep books and records reflecting the Tenant with annual statements as to Operating Expenses and Taxes paid by of the Tenant during the yearProperty in accordance with generally accepted accounting principles. The Landlord will, at the Tenant’s request by written notice given within 180 days after receipt of such statements, permit the Tenant to review invoices relating to those Operating Expenses contained in the annual statements at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option from time expense, shall have the right, within eight (8) months after receiving Landlord’s statement of Operating Expenses (Actual) and Taxes (Actual) for a particular year, to time estimate the amount which may be payable by the Tenant pursuant audit Landlord’s books and records relating to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due the case may be for such year. If conducted by Tenant, such audit shall be conducted only during regular business hours at Landlord’s office and payableonly after Tenant gives Landlord fourteen (14) days written notice. The Tenant shall deliver to Landlord will promptly refund a copy of the results of such audit within fifteen (15) days of its receipt by Tenant. No audit shall be conducted at any time that Tenant is in default (beyond the expiration of applicable grace, notice or cure periods) of any of terms of the Lease or this Rider. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the OS Tenant Space. Such audit must be conducted by an independent nationally recognized accounting firm that is not being compensated by Tenant on a contingency fee basis. All information obtained through the Tenant’s audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant any amount relative to the results of any overpayment the audit shall be held in strict confidence by the Tenant and its officers, agents, and employees; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant’s exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, or if required pursuant to any litigation between Landlord and Tenant materially related to the facts disclosed by reason such audit, or if required by Applicable Law. Tenant understands and agrees that this provision is of material importance to Landlord and that any violation of the estimate aforesaid paid terms of this provision shall result in immediate and irreparable harm to Landlord. Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees and/or the Tenant exceeds auditor violate the actual amount payable by terms of this provision, including, without limitation, the right to terminate this Rider or the right to terminate Tenant. 15.5 The certificate of an independent certified accountant appointed by the Landlord will ’s right to audit in the event of a dispute be conclusive future pursuant to this paragraph. Tenant shall indemnify, defend upon request, and binding hold Landlord harmless from and against all costs, damages, claims, liabilities, expenses, losses, court costs, and attorneys’ fees suffered by or claimed against Landlord, based in whole or in part upon the breach of this paragraph by Tenant and/or its auditor, and shall cause its auditor to be similarly bound. If within such eight (8) month period Tenant does not give Landlord and written notice stating in reasonable detail any objection to the Tenant as to any amount payable from time to time under this Section 14.0 and the reasonable cost statement of obtaining such certificate is borne equally by the Landlord and the Tenant. 15.6 The Operating Expenses (Actual) and/or Taxes (Actual), Tenant shall pay good and services tax applicable be deemed to have approved such statement in all Additional Rent payable hereunderrespects.

Operating Expenses and Taxes. 15.1 14.1 The Tenant Lessee will promptly pay the Tenant’s Lessee's Taxes as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 14.2 If the Landlord Lessor is required by lawful authority or considers it desirable to pay the Tenant’s Lessee's Taxes which the Tenant Lessee fails or neglects to pay, the Tenant Lessee will pay the amount thereof to the Landlord Lessor forthwith after written request thereof. 15.3 14.3 The Tenant Lessee will pay to the Landlord Lessor its Proportionate Share of Operating Expenses and shall pay Taxes payable in 12 equal installments with the monthly payments of Rent rent as and when required hereunder. The Landlord Lessor will, within 90 days of its year-end, provide the Tenant Lessee with annual statements as to Operating Expenses and Taxes paid by the Tenant Lessee during the year. The Landlord Lessor will, at the Tenant’s Lessee's request by written notice given within 180 90 days after receipt of such statements, permit the Tenant Lessee to review invoices relating to those Operating Expenses contained in the annual statements at a time or times convenient to the LandlordLessor, acting reasonably. 15.4 14.4 The Landlord Lessor may, at its option from time to time estimate the amount which may be payable by the Tenant Lessee pursuant to Section 14.3 and the Tenant Lessee will pay to the Landlord Lessor with the monthly payments of Rent rent as and when required hereunder its Proportionate Share thereof so that the Landlord Lessor will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord Lessor will promptly refund to the Tenant Lessee any amount of any overpayment by the Tenant Lessee by reason that the estimate aforesaid paid by the Tenant Lessee exceeds the actual amount payable by the TenantLessee and the Lessee will promptly pay to the Lessor any shortfall in payment. 15.5 14.5 The certificate of an independent certified accountant appointed by the Landlord Lessor will in the event of a dispute be conclusive and binding upon the Landlord Lessor and the Tenant Lessee as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord Lessor and the TenantLessee. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 5.1 The Tenant will promptly pay the Tenant’s 's Taxes as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 5.2 If the Landlord is required by lawful authority or considers it desirable to pay the Tenant’s 's Taxes which the Tenant fails or neglects to pay, the Tenant will pay the amount thereof to the Landlord forthwith after written request thereof. 15.3 5.3 The Tenant will pay to the Landlord its Proportionate Share of Operating Expenses and its Proportionate Share of Taxes payable in 12 equal monthly installments concurrently with the monthly payments of Basic Rent as and when required hereunder. The Landlord willmay, at its option, from time to time estimate the amount which may be payable by the Tenant pursuant to this Section 5.3 for periods no greater than 12 months and the Tenant will pay its Proportionate Share of such estimated amounts to the Landlord monthly. The Landlord shall, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the year. The Landlord will, at the Tenant’s 's request by written notice given within 180 days 6 months after receipt of such statementsstatements , permit the Tenant to review invoices relating to those Operating Expenses contained in the annual statements at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option from time to time estimate 5.4 Within 30 days after determination of the amount which may be payable by the Tenant pursuant to Section 14.3 actual Operating Costs and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that Taxes the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to the Tenant any the amount of any overpayment by the Tenant or the Tenant shall pay the Landlord the amount of any underpayment by the Tenant by reason that the estimate aforesaid monthly installments paid by the Tenant exceeds differ from the actual amount amounts payable by the Tenant. 15.5 5.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time under this Section 14.0 and 5.0 except for manifest error. If the reasonable cost accountant determines the Landlords records were in error by greater than 3%, the costs of obtaining such certificate is shall be borne equally by the Landlord and if the records were correct or in error by less than 3%, such costs shall be borne by the Tenant. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The Section 27.1. Landlord shall pay, or cause to be paid, all costs of operating the Premises, except for Tenant-Paid Taxes. To ensure the payment of Tenant-Paid Taxes, Tenant will promptly pay open an account with The Bank of New York (the “Real Estate Tax Account”) into which Tenant shall deposit, or shall cause to be deposited, the amount of Tenant-Paid Taxes next coming due not later than ten (10) days prior to the date such Taxes are due (the “Real Estate Tax Account Funding Date”). If the Tenant’s -Paid Taxes are not deposited into the Real Estate Tax Account by the Real Estate Tax Account Funding Date then, upon notice from Landlord, Landlord shall have the right to pay Tenant-Paid Taxes directly and such costs (together with any default interest or penalties due in connection therewith) shall be reimbursed by Tenant as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 upon demand by Landlord together with invoices therefor and, if not reimbursed within thirty (30) days, Landlord shall have the right to set off the amount of such reimbursement against any payments due to Tenant under this Real Estate Lease. If the Tenant-Paid Taxes are deposited into the Real Estate Tax Account by the Real Estate Tax Account Funding Date, Landlord is required shall deliver a notice to Tenant on such date requesting payment of the Tenant-Paid Taxes and, if Tenant fails to disburse the Tenant-Paid Taxes to the taxing authority as directed by lawful authority or considers it desirable Landlord in its notice, Landlord shall have the right to withdraw the Tenant-Paid Taxes from the Real Estate Tax Account without further notice to Tenant to pay the Tenant’s Taxes which taxing authority. Amounts payable by Landlord or Tenant pursuant to this Article 27 shall bear interest at the Tenant fails or neglects Default Rate if not paid when due, from and including the due date to pay, but excluding the Tenant will pay the amount thereof to the Landlord forthwith after written request thereof. 15.3 The Tenant will pay to the Landlord its Proportionate Share of Operating Expenses and Taxes payable in 12 equal installments with the monthly payments of Rent as and when required hereunder. The Landlord will, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes date paid by the responsible party. With respect to the payment of Tenant-Paid Taxes, Landlord shall have the exclusive right to contest the Tenant-Paid Taxes, and Tenant during shall execute all forms from the yeartaxing authorities reasonably requested, and shall cooperate with the reasonable requests of Landlord, required to authorize any such contest. (A) Notwithstanding the provisions of Section 27.1, Landlord may at any time after the second anniversary of the Effective Date discontinue, or cause to be discontinued, the payment of all of the costs of operating the Premises if Landlord shall give not less than thirty (30) days’ notice to Tenant (“Notice Period”). (B) Tenant shall have until the end of the Notice Period to notify Landlord of its intent to assume responsibility for the payment of such costs of operating the Premises (whether or not otherwise paid or payable) or, alternatively, of its intent to terminate this Real Estate Lease. If Tenant shall fail to notify Landlord of its intent prior to the end of the Notice Period, such failure shall be deemed to be the giving of notice by Tenant of its intent to terminate this Real Estate Lease. Should Tenant’s notice state that Tenant shall assume responsibility for the payment of such costs of operating the Premises, then Tenant shall be obligated, commencing as of the end of the Notice Period, to pay all such expenses (whether or not otherwise paid or payable). Should Tenant’s notice state that Tenant shall not assume responsibility for the payment of such costs, or should no notice have been received by Landlord as aforesaid, then this Real Estate Lease shall terminate on the fifteenth (15th) day following the end of the Notice Period upon payment of the applicable Early Termination Amount. On the expiration of such 15 day period, Landlord shall pay to Tenant the Early Termination Amount. The Landlord will, at receipt by Tenant of the Tenant’s request by written notice given within 180 days after receipt of such statements, permit the Tenant to review invoices relating to those Operating Expenses contained Early Termination Amount in the annual statements at manner provided in Section 38.11 hereof is a time or times convenient condition precedent to the Landlord, acting reasonablysuch termination. 15.4 The (C) Unless the Early Termination Amount shall become payable hereunder and shall not have been timely paid when due, Landlord may, at its option from time shall have no liability to time estimate Tenant for discontinuing the amount which may be payable by payment of any costs of operating the Tenant Premises pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to the Tenant any amount of any overpayment by the Tenant by reason that the estimate aforesaid paid by the Tenant exceeds the actual amount payable by the Tenant. 15.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord and the Tenant27.2. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The Tenant Xxxxxx and Xxxxxx agree that Paragraph 10 of the Second Amendment relating to the payment of Taxes and Operating Expenses shall become operative and in effect as of the Effective Date, including the provisions of Exhibit A, Addendum Regarding Operating Expenses and Real Estate Taxes (and not on January 1, 2013 as originally contemplated in the Second Amendment), except for Paragraph 10(a) as to the amount of Base Rent to be paid as set forth in Paragraph 4 of the Second Amendment (with the amount of Base Rent to be paid during the Interim Period to be as provided in Section 2 above) which will promptly pay become operative only from and after January 1, 2013, and except as provided in this Third Amendment. Further notwithstanding the Tenant’s Taxes as they become due and shall pay goods and services taxes applicable provisions of the Lease or Second Amendment to Rent and Additional Rent when due. 15.2 If the Landlord is required by lawful authority or considers it desirable to pay contrary, (i) during the Tenant’s Taxes which the Tenant fails or neglects to paycalendar months of August through December of calendar year 2011, the Tenant will pay estimated amount of Lessee's percentage of Operating Expenses (for the Building and for the Exterior Common Areas) shall be $4.66 per rentable square foot per annum of the Premises (prorated for the partial year of August 1, 2011 through December 31, 2011), as calculated on Exhibit A hereto, (ii) during the lnterim Period the Building Management Fee shall be an agreed amount equal to $366,318 per annum, prorated for the partial year of August 1, 2011 through December 31, 2011 which amount is included within the estimated Operating Expenses as set forth in subparagraph (i) of $4.66 per rentable square foot per annum, and (iii) during the Interim Period Lessee's contribution to Lessor's Administrative Costs shall be a fixed and agreed amount equal to $359;848 per annum (the “Interim Period Agreed Administrative Cost Contribution"), prorated for the partial year of August 1, 2011 through December 31, 2011, which amount is included within the estimated Operating Expenses as set forth in subparagraph (i) of $4.66 per rentable square foot per annum, notwithstanding the provisions of the Second Amendment relating to the calculation of Lessor's Administrative Costs to the contrary. Lessee shall have no further obligation of payment with respect to Xxxxxx's Administrative Costs regardless of how computed or charged by Xxxxxx. Excluding the Building Management Fee and the Interim Period Agreed Administrative Costs Contribution which are amounts agreed by Lessor and Lessee and not subject to further reconciliation or adjustment, reconciliation of the actual Operating Expenses for calendar months August through December of 2011, as well as Lessor's estimate for Operating Expenses for calendar year 2012 for those categories set forth on Exhibit A to this Third Amendment, and reconciliation thereof to the Landlord forthwith after written request thereof. 15.3 The Tenant will pay actual Operating Expenses for calendar year 2012, shall be made in accordance with the procedures set forth in Paragraph 10(e) of the Second Amendment. Lessor and Lessee agree that Operating Expenses for the Interim Period shall be comprised only of (a) those categories set forth on Exhibit A to this Third Amendment, and (b) the cost of any capital improvements made to the Landlord its Proportionate Share Property or the Exterior Common Areas during the Interim Period of the type that are included in the definition of Operating Expenses and as described in Paragraph 2 of Exhibit A of the Second Amendment. During the Interim Period, the computation of Xxxxxx's portion of Taxes payable shall be in 12 equal installments accordance with Paragraph 10 of the monthly payments of Rent as and when required hereunder. The Landlord will, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the year. The Landlord will, at the Tenant’s request by written notice given within 180 days after receipt of such statements, permit the Tenant to review invoices relating to those Operating Expenses contained in the annual statements at a time or times convenient to the Landlord, acting reasonablySecond Amendment. 15.4 The Landlord may, at its option from time to time estimate the amount which may be payable by the Tenant pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to the Tenant any amount of any overpayment by the Tenant by reason that the estimate aforesaid paid by the Tenant exceeds the actual amount payable by the Tenant. 15.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord and the Tenant. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The Tenant will promptly pay the Tenant’s Taxes as they become due and Sublessee shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 If Sublessor, as additional rent, Sublessee's Share (as defined below) of (a) the Landlord is required amount by lawful authority or considers it desirable to pay the Tenant’s Taxes which the Tenant fails or neglects to pay, the Tenant will pay the amount thereof Taxes with respect to the Landlord forthwith after written request thereof. 15.3 The Tenant will pay to Property for any Tax Year exceed the Landlord its Proportionate Share Sublessee Tax Base (as defined below) and (1)) the excess of Operating Expenses and Taxes payable in 12 equal installments with the monthly payments of Rent as and when required hereunder. The Landlord will, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the year. The Landlord will, at the Tenant’s request by written notice given within 180 days after receipt of such statements, permit the Tenant to review invoices relating to those Operating Expenses contained in the annual statements at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option from time to time estimate the amount which may be payable by the Tenant pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay the Operating Expenses for any Operating Year over and above the Sublessee Operating Expense Base (as defined below). Sublessee's Share shall be determined by multiplying the amount by which the (a) Taxes exceed the Sublessee Tax Base or (b) Operating Expenses exceed the Sublessee Base Operating Expenses, as they become due applicable, by a fraction, the numerator of which is the marketable Floor Area of the Demised Premise and payablethe denominator of which is the Rentable Floor Area of the Sublease Premises (which the parties agree is 22.6%). The Landlord will promptly refund Sublessee Tax Base shall be the 1996-1997 fiscal year (ending June 30, 1997) and the Sublessee Operating Expense Base shall be 1997 calendar year. All such Tax payments shall be made within twenty (20) days of demand and all such Operating Expense payments shall be made within ten (10) days of demand. In addition, at Sublessor's option, one-twelfth (1/12) of the estimated annualized amounts (whether for Taxes or Operating Expenses( shall be paid monthly on the first of the month. Sublessee shall also pay 22.6% of all other additional rent and other charges payable under the Sublease by Sublessor, as subtenant under the Sublease, in connection with services provided to Sublessee at the Tenant Demised Premises; provided, however, that Sublessee shall not be liable to Sublessor, Sybase, Owner or any amount other party for any additional rent or other charges payable under the Sublease by Sublessor which arise from or in connection with any default by Sublessor under the Sublease or any other negligent act or omission or intentional misconduct of Sublessor, or in connection with services provided to portions of the Sublease Premises other than the Demised Premises. Appropriate adjustments and corrections shall be made in any overpayment by the Tenant by reason that the estimate aforesaid paid by the Tenant exceeds the actual amount payable by the Tenant. 15.5 The certificate of an independent certified accountant appointed by the Landlord will payments due to or from Sublessee hereunder in the event of a dispute be conclusive and binding upon that adjustments or corrections are made to payments due to or from Sublessor under the Landlord and the Tenant as Sublease pursuant to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate is borne equally by the Landlord and the Tenant. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.Section

Operating Expenses and Taxes. 15.1 The Tenant will promptly pay the Tenant’s Taxes as they become due and SystemSoft shall pay goods to Developer all real estate taxes and services taxes applicable to Rent and Additional Rent when due. 15.2 If the Landlord is required by lawful authority other municipal or considers it desirable to pay the Tenant’s Taxes which the Tenant fails or neglects to pay, the Tenant will pay the amount thereof public assessments allocable to the Landlord forthwith Development Land from the acquisition of the Premises until the Phase B Carry Termination Date and all operating expenses for the Development Land, if not paid under the Phase A Lease, from the commencement of the term of the Phase A Lease until the Phase B Carry Termination Date. Special assessments shall be paid over the longest period permitted. Amounts due hereunder shall be prorated should SystemSoft's obligation hereunder commence or terminate before: (i) the end of any fiscal tax year for that portion related to taxes; or (ii) the end of any calendar year for that portion related to operating expenses. SystemSoft shall pay to Developer the amounts due hereunder within fifteen (15) days after written notice from Developer to SystemSoft. Upon request thereof. 15.3 The Tenant will pay of Developer, SystemSoft shall make monthly payments on the first of each month equal to one-twelfth (1/12) of the Landlord its Proportionate Share annual amount reasonably projected by Developer to be due from SystemSoft (pro- rated for any partial month). At the request of Operating Expenses and Taxes payable in 12 equal installments with either party, the monthly payments of Rent as and when required hereunder. The Landlord will, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the year. The Landlord will, at the Tenant’s request by written notice given within 180 days after receipt of such statements, permit the Tenant to review invoices relating to those Operating Expenses contained in the annual statements at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option shall be reasonably revised from time to time estimate the amount which may be payable by the Tenant pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds remaining monthly payments shall equal the additional rent then projected to be due for the year in question. A final accounting and payment for each real estate tax and operating period shall be made within thirty (30) days after written notice from Developer of the exact amount due for the fiscal tax year or calendar year in question. In the event real estate taxes on hand the Development Land are subsequently reduced or abated, SystemSoft shall be entitled to pay receive a rebate of the Operating Expenses and Taxes as they become due and payable. The Landlord will promptly refund to amount abated, provided that the Tenant any amount of any overpayment by the Tenant by reason that rebate allocable to SystemSoft shall in no event exceed the estimate aforesaid amount paid by SystemSoft for such fiscal year on account of real estate taxes, and further provided the Tenant exceeds the actual amount payable rebate allocable to SystemSoft shall be reduced by the Tenant. 15.5 The certificate of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and the Tenant as to any amount payable from time to time under this Section 14.0 and the reasonable cost of obtaining such certificate reduction or abatement not otherwise paid by SystemSoft. If the Development Land is borne equally a separate tax lot, Developer shall seek a reduction or abatement of real estate taxes for the Development Land at SystemSoft's reasonable request, provided that all reasonable costs incurred by Developer in seeking the Landlord and the Tenantreduction or abatement shall be reimbursed by SystemSoft within thirty (30) days after request. 15.6 The Tenant shall pay good and services tax applicable to all Additional Rent payable hereunder.

Operating Expenses and Taxes. 15.1 The 4.01 After the expiration of the Base Year and of each succeeding calendar year ("OPERATING YEAR"), Landlord shall furnish Tenant will promptly pay a written statement prepared by Landlord of the Tenant’s Taxes as they become due and shall pay goods and services taxes applicable to Rent and Additional Rent when due. 15.2 If the Landlord is required by lawful authority or considers it desirable to pay the Tenant’s Taxes which the Tenant fails or neglects to pay, the Tenant will pay the amount thereof to the Landlord forthwith after written request thereof. 15.3 The Tenant will pay to the Landlord its Proportionate Share of Operating Expenses and Taxes payable in 12 equal installments with of the monthly payments of Rent as and when required hereunder. The Landlord willBuilding, within 90 days of its year-end, provide the Tenant with annual statements as to Operating Expenses and Taxes paid by the Tenant during the incurred for such year. The During the period of forty-five (45) days after receipt of Landlord's statement, Tenant's independent certified public accountant may inspect the records of the material reflected in said Landlord's statement at a reasonable time mutually agreeable to Landlord will, at the and Tenant’s request by written notice given . Failure of Tenant to challenge any item in such statement within 180 such period after receipt shall be a waiver of Tenant's right to challenge such item for such year. Within sixty (60) days after receipt of such statements, permit the Tenant to review invoices relating to those statement for any Operating Year setting forth any increase of Operating Expenses contained in the annual statements at a time or times convenient to the Landlord, acting reasonably. 15.4 The Landlord may, at its option from time to time estimate the amount which may be payable by the Tenant pursuant to Section 14.3 and the Tenant will pay to the Landlord with the monthly payments of Rent as and when required hereunder its Proportionate Share thereof so that the Landlord will have sufficient funds on hand to pay during such Operating Year over the Operating Expenses in the Base Year (said increase being referred to herein as the "COST INCREASE"), Tenant shall pay Tenant's Share of the Cost Increase (less the amount of Tenant's Projected Share paid by Tenant on account thereof) to Landlord as Additional Rent. Operating Expenses shall be determined as if the Building were 95% occupied during the Base Year and Taxes each Operating Year in which actual occupancy shall be less than 95%. 4.02 Commencing with the first Operating Year, Tenant shall pay to Landlord, as they become Additional Rent, Tenant's Projected Share. On the first day of each month of each Operating Year during the Term, and within sixty (60) days after Tenant's receipt of Landlord's written estimate, Tenant shall pay to Landlord one-twelfth of Tenant's Projected Share for such Operating Year. If Landlord's statement after the end of an Operating Year shall indicate that Tenant's Projected Share exceeded Tenant's Share of the Cost Increase, Landlord shall forthwith, at Landlord's option, either (i) pay the amount of excess directly to Tenant concurrently with the notice or (ii) permit Tenant to credit the amount of such excess against the subsequent payments of Additional Rent due and payablehereunder. The Landlord will promptly refund If Landlord's statement shall indicate that Tenant's Share of the Cost Increase exceeded Tenant's Projected Share for the completed Operating Year, Tenant shall, subject to the Tenant any provisions of subsection 4.01 herein, forthwith pay the amount of any overpayment by such excess to Landlord. If said Landlord's statement is furnished to Tenant after the Tenant by reason that the estimate aforesaid commencement of a subsequent Operating Year, there shall be promptly paid by Tenant to Landlord or vice versa, as the Tenant exceeds case may be, an amount equal to the actual amount payable by portion of such payment or credit allocable to the part of such Operating Year which shall have elapsed prior to the first day of the calendar month next succeeding the calendar month in which said Landlord's statement is furnished to Tenant. 15.5 4.03 Landlord's failure to render Landlord's statement with respect to any Operating Year or Tax Year, or Landlord's delay in rendering said statement beyond a date specified herein, shall not prejudice Landlord's right to render a Landlord's statement with respect to that or any subsequent Operating Year or Tax Year. The certificate obligations of an independent certified accountant appointed by the Landlord will in the event of a dispute be conclusive and binding upon the Landlord and Tenant under the Tenant as provisions of this Section below, with respect to any amount payable from time Additional Rent, which obligations have accrued prior to time under this Section 14.0 and the reasonable cost expiration or sooner termination of obtaining such certificate is borne equally by the Landlord and Term, shall survive the Tenantexpiration or any sooner termination of the Term. 15.6 The 4.04 If Taxes are increased during any year subsequent to the Tax Base Year over Taxes paid by Landlord during the Tax Base Year, then Tenant shall pay good to Landlord, without setoff or deductions of any kind, as Additional Rent, an amount equal to Tenant's Share of the increase. Payment of such increase shall be made in annual installments within 30 days after Tenant receives from Landlord notice of such tax increase and services tax a xxxx for Tenant's Share thereof, together with a copy of the applicable xxxx received by Landlord from the taxing authority. Notwithstanding the foregoing, Landlord may require that Tenant pay Tenant's Projected Share of Tax increases in advance in equal monthly installments and shall, in such event, include Real Estate Taxes in Landlord's written estimate, as described in Section 4.02, above. If the Building shall not be assessed as if it were 95% occupied during the Tax Base Year, then for the Tax Base Year and each subsequent year in which actual occupancy shall be less than 95%, Taxes shall be adjusted as if the Building were at least 95% occupied during each such year. If Landlord receives a refund of any portion of Taxes that were included in the Taxes paid by Tenant, then Landlord shall reimburse Tenant its pro rata share of the net refunded taxes, less any expenses that Landlord reasonably incurred to all Additional Rent obtain the refund. If, as a result of any application or proceeding brought by or on behalf of Landlord for review of the assessed valuation of the Building for the Tax Base Year, there shall be a decrease in the Taxes payable hereunderby Landlord for such year, the reduced amount shall be used for future calculations under this Section.