Common use of CAM Charges Clause in Contracts

CAM Charges. To the extent Tenants pay monthly estimates of common area maintenance charges, insurance, taxes and similar expenses (collectively, “CAM Charges”) with an adjustment at the end of the rent fiscal period applicable to CAM Charges under their respective Tenant Leases, such CAM Charges shall be prorated in accordance with this Section. Until the adjustment described in this Section is made, all amounts received by Seller as interim or estimated payments of CAM Charges before the Closing Date shall be retained by Seller, except that all interim estimated payments of CAM Charges received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Buyer based upon the number of days in that month and the party receiving the interim payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. Except as aforesaid, all amounts received by Buyer as interim or estimated payments of CAM Charges on or after the Closing Date shall be retained by Buyer until year-end adjustment and determination of Seller’s allocable share thereof. No later than the Final Rent Adjustment Date, Seller’s allocable share of actual CAM Charges for Tenant Leases in effect as of the Closing Date shall be determined by multiplying the total payments due from each Tenant for the fiscal period applicable to CAM Charges (the sum of interim or estimated payments plus or minus year-end adjustments) by a fraction, the numerator of which is the number of days within that portion of the fiscal period prior to the Closing Date in which the applicable Tenant Lease is in effect, and the denominator of which is the number of days in the entire fiscal period (or that portion of the fiscal period in which the applicable Tenant Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller prior to the Closing Date, Seller has retained amounts in excess of its allocable share, it shall remit, within thirty (30) days after notice from Buyer of the excess owed Buyer, such excess to Buyer. If, on the basis of the foregoing amounts, Seller has retained less than its allocable share, Buyer shall remit, within thirty (30) days after notice from Seller of the amount owed Seller, such amount to Seller.

CAM Charges. To the extent that Tenants pay monthly estimates of are reimbursing the landlord for common area maintenance charges, insurance, taxes and similar other operating expenses (collectively, “CAM ChargesCharge(s)”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the Closing Date on a lease-by-lease basis with each party being entitled to receive a portion of the CAM Charges payable under each Lease for the CAM Lease Year (as defined below) in which Closing occurs, which portion shall be equal to the actual CAM Charges incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year. As used herein, the term “CAM Lease Year” means the twelve (12) month period as to which annual CAM Charges are owed under each Lease. Five (5) days prior to the Closing Date Seller shall submit to Buyer an itemization of its actual CAM Charge expenses through such date and the amount of CAM Charges received by Seller as of such date, together with an adjustment estimate of CAM Charges to be incurred to, but not including, the Closing Date. In the event that Seller has received CAM Charge payments in excess of its actual CAM Charge expenses, Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that Seller has received CAM Charge payments less than its actual CAM Charge expenses, to the extent that the Leases provide for a “true up” at the end of the rent fiscal period applicable to CAM Charges under their respective Tenant LeasesLease Year, such CAM Charges Seller shall be prorated in accordance with this Sectionentitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Until the adjustment described in this Section is made, all amounts received by Seller as interim or estimated payments of CAM Charges before the Closing Date shall be retained by Seller, except that all interim estimated payments of CAM Charges received Upon receipt by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Buyer based upon the number of days in that month and any CAM Charge true up payment from a Tenant, the party receiving the interim payment same shall remit provide to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate shareallocable share of the “true up” payment within five (5) days of the receipt thereof. Except as aforesaidTo assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all amounts received by Buyer as interim or estimated payments of CAM Charges on or after the Closing Date shall be retained by Buyer until year-end adjustment and determination of Seller’s allocable share thereof. No later than CAM Charge expenditures at the Final Rent Adjustment Date, Seller’s allocable share of actual CAM Charges for Tenant Leases in effect as of the Closing Date shall be determined by multiplying the total payments due from each Tenant for the fiscal period applicable to CAM Charges (the sum of interim or estimated payments plus or minus year-end adjustments) by a fraction, the numerator of which is the number of days within that portion of the fiscal period prior to the Closing Date in which the applicable Tenant Lease is in effect, and the denominator of which is the number of days in the entire fiscal period (or that portion of the fiscal period in which the applicable Tenant Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller prior to the Closing Date, Seller has retained amounts in excess of its allocable share, it shall remit, within thirty (30) days after notice from Buyer of the excess owed Buyer, such excess to Buyer. If, on the basis of the foregoing amounts, Seller has retained less than its allocable share, Buyer shall remit, within thirty (30) days after notice from Seller of the amount owed Seller, such amount to SellerClosing.

CAM Charges. To the extent that Tenants pay monthly estimates of are reimbursing the landlord for common area maintenance charges, insurance, taxes and similar other operating expenses (collectively, “CAM Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing on a lease-by-lease basis with each party being entitled to receive a portion of the CAM Charges payable under each Lease for the CAM Lease Year in which Closing occurs, which portion shall be equal to the actual CAM Charges incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year. As used herein, the term “CAM Lease Year” means the twelve (12) month period as to which annual CAM Charges are owed under each Lease. Five (5) days prior to Closing the Seller shall submit to Buyer an itemization of its actual CAM Charges operating expenses through such date and the amount of CAM Charges received by the Seller as of such date, together with an adjustment estimate of CAM Charges operating expenses to be incurred through, but not including, the Close of Escrow, but only to the extent such estimate is included in Operating Expenses as described in subparagraph (d) of this Paragraph 6.7.1. In the event that the Seller has received prior to Closing CAM Charges payments in excess of its actual CAM Charges operating expenses, the Buyer shall be entitled to receive a credit at Closing for the excess. In the event that the Seller has received CAM Charges payments less than its actual CAM Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the rent fiscal period applicable to CAM Charges under their respective Tenant LeasesLease Year, such CAM Charges the Seller shall be prorated in accordance with this Sectionentitled to receive any deficit but only after the Buyer has received any true up payment from the Tenant. Until the adjustment described in this Section is made, all amounts received by Seller as interim or estimated payments of CAM Charges before the Closing Date shall be retained by Seller, except that all interim estimated payments of CAM Charges received Upon receipt by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Buyer based upon the number of days in that month and any CAM Charge true up payment from a Tenant, the party receiving the interim payment same shall remit provide to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. Except as aforesaid, all amounts received by Buyer as interim or estimated payments of CAM Charges on or after the Closing Date shall be retained by Buyer until year-end adjustment and determination of Seller’s allocable share thereof. No later than the Final Rent Adjustment Date, Seller’s allocable share of actual CAM Charges for Tenant Leases in effect as the “true up” payment within ten (10) days of the Closing Date shall be determined by multiplying the total payments due from each Tenant for the fiscal period applicable to CAM Charges (the sum of interim or estimated payments plus or minus year-end adjustments) by a fraction, the numerator of which is the number of days within that portion of the fiscal period prior to the Closing Date in which the applicable Tenant Lease is in effect, and the denominator of which is the number of days in the entire fiscal period (or that portion of the fiscal period in which the applicable Tenant Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller prior to the Closing Date, Seller has retained amounts in excess of its allocable share, it shall remit, within thirty (30) days after notice from Buyer of the excess owed Buyer, such excess to Buyer. If, on the basis of the foregoing amounts, Seller has retained less than its allocable share, Buyer shall remit, within thirty (30) days after notice from Seller of the amount owed Seller, such amount to Sellerreceipt thereof.

CAM Charges. To Section 3.3 of the extent Tenants pay monthly estimates Original Lease, as amended and restated in Section 8 of common area maintenance chargesthe Second Amendment, insurance, taxes is hereby amended and similar expenses (collectively, restated in its entirety as follows: “CAM Charges”. As used in this Lease, the term “CAM Charges” shall mean all reasonable third party expenses incurred by Landlord in providing Project Services, for ad valorem real property taxes and assessments levied against the Leased Premises and the Building by governmental authority, for the share of any assessments levied against the Building or the Leased Premises pursuant to any recorded instrument or otherwise applicable to the Project but only as to the amount thereof allocable to the Leased Premises or the Building and for any insurance premiums Landlord is required to pay with respect to the Building or Leased Premises pursuant to this Lease. Notwithstanding anything contained herein to the contrary, CAM Charges shall exclude or have deducted from them, the expenses listed on Exhibit F, attached hereto and made a part hereof. Prior to the beginning of each calendar year, and from time to time thereafter, Landlord shall deliver to Tenant its estimate of the CAM Charges to be incurred during the next calendar year. Landlord may adjust the estimate from time to time during the year to which it relates. On the first day of each month during the Lease Term, Tenant shall pay to Landlord, as additional rent, without offset or deduction, an amount equal to one-twelfth (1/12) with an adjustment at of the estimated annual CAM Charges as calculated by Landlord. Within ninety (90) days following the end of each calendar year, Landlord shall furnish to Tenant a statement showing the rent fiscal period applicable to CAM Charges under their respective Tenant Leases, such CAM Charges shall be prorated in accordance with this Section. Until the adjustment described in this Section is made, all amounts received by Seller as interim or estimated payments of CAM Charges before the Closing Date shall be retained by Seller, except that all interim estimated payments of CAM Charges received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Buyer based upon the number of days in that month and the party receiving the interim payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. Except as aforesaid, all amounts received by Buyer as interim or estimated payments of CAM Charges on or after the Closing Date shall be retained by Buyer until year-end adjustment and determination of Seller’s allocable share thereof. No later than the Final Rent Adjustment Date, Seller’s allocable share of total actual CAM Charges for the calendar year just expired and payments made by Tenant Leases in effect as of during such calendar year. If the Closing Date shall be determined by multiplying the total payments due from each Tenant for the fiscal period applicable to actual CAM Charges (for such calendar year exceed the sum aggregate of interim or estimated Tenant’s monthly payments plus or minus year-end adjustments) by a fractionmade during the calendar year just expired, Tenant shall pay to Landlord the numerator of which is the number of days within that portion of the fiscal period prior to the Closing Date in which the applicable Tenant Lease is in effect, and the denominator of which is the number of days in the entire fiscal period (or that portion of the fiscal period in which the applicable Tenant Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller prior to the Closing Date, Seller has retained amounts in excess of its allocable share, it shall remit, deficiency within thirty (30) days after notice from Buyer receipt of said statement. If Tenant’s payments exceed the excess owed Buyeractual CAM Charges as shown on such statement, such excess Landlord shall pay to Buyer. If, on Tenant the basis of the foregoing amounts, Seller has retained less than its allocable share, Buyer shall remit, overage within thirty (30) days after notice from Seller receipt of said statement. Promptly following the delivery by Landlord to Tenant of the aforementioned statement, the estimated CAM Charges shall be adjusted accordingly for the ensuing calendar year. Upon computation of the CAM Charges and the corresponding adjustment of the estimated CAM Charges for the current calendar year and the communication of that adjustment by Landlord to Tenant, Tenant shall pay, with the monthly installment of Base Rent and the adjusted amount owed Sellerof CAM Charges next due following communication of such adjustments, the difference, if any, between the monthly estimated CAM Charges for the preceding calendar year and the monthly estimated CAM Charges for the current calendar year, multiplied by the number of months, if any, elapsed during the then current calendar year prior to such amount communication. 7 O1037432.2 5/9/2014 Tenant shall have the right to Selleraudit Landlord’s CAM Charges from time to time during the Lease Term hereof, at a cost to be borne by Tenant, except as otherwise provided hereinbelow. In the event that CAM Charges are determined to be overstated during the course of any such audit, then Landlord shall credit the excess rent against Base Rent payments thereafter becoming due. If CAM Charges are determined to be overstated by more than five percent (5%) thereof during the course of any such audit, then Landlord shall credit the reasonable cost of such audit (provide such audit is performed on an hourly or service fee basis and not on a contingency, success fee or similar basis), as well as any excess, against Base Rent payments thereafter becoming due. In addition to any notice of CAM Charges required hereunder, Landlord shall provide quarterly statements of CAM Charges, within twenty (20) days following the end of each calendar quarter, during the term hereof, to Tenant for Tenant’s review.” 5.