Common use of CAM Expenses Clause in Contracts

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(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 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 CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are reimbursing the landlord Seller for common area maintenance and other operating expenses (collectively, “CAM Charge(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 party being entitled to receive a portion of the CAM Charges payable under each Tenant 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 Partyparty’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 Tenant 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 be responsible for the amount of CAM Charges received by Seller as of such date, together with an estimate of reconciliation on a lease-by-lease basis for their ownership period within the CAM Charges to be incurred Lease Year up 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 responsible for the excessCAM Charges reconciliation on a lease-by-lease basis for their ownership period within the CAM Lease Year including the Closing Date. In the event that Seller has received CAM Charge payments less than its actual CAM Charge of any expenses, i.e. property taxes, where a proration was based upon an estimate for the year of Closing, a post closing “true up” will be performed for the actual expense to determine Seller’s and Buyer’s obligation for their ownership period for the year of Closing. Each party will be responsible for any CAM Charges “true up” necessary to the extent that the Leases provide any Tenant Lease provides for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question”.

CAM Expenses. To the extent that Tenants tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(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 party being entitled to receive a portion of the CAM Charges payable under each Tenant 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 Partyparty’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 Tenant 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 be responsible for the amount of CAM Charges received by Seller as of such date, together with an estimate of reconciliation on a lease-by-lease basis for their ownership period within the CAM Charges to be incurred Lease Year up 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 responsible for the excessCAM Charges reconciliation on a lease-by-lease basis for their ownership period within the CAM Lease Year including the Closing Date. In the event that Seller has received CAM Charge payments less than its actual CAM Charge of any expenses, i.e. property taxes, where a proration was based upon an estimate for the year of Closing, a post closing “true up” will be performed for the actual expense to determine Seller and Buyer obligation for their ownership period for the year of Closing. Each party will be responsible for any CAM Charges “true up” necessary to the extent that the Leases provide any Tenant Lease provides for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question”.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a lease-by-lease basis with each Party 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 Partyparty’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 Closing Date Seller shall submit to Buyer an itemization of its actual CAM Charge Charges operating expenses through such date and the amount of CAM Charges received by the Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClose of Escrow. In the event that the Seller has received CAM Charge Charges payments in excess of its actual CAM Charge Charges operating expenses, the Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that the Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, the Seller shall be entitled to receive any deficit but only after the Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist the Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, the Seller shall deliver to the Buyer at Closing records of all of the Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionexpenditures.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a lease-by-lease basis with each Party 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 Partyparty’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 Charges operating expenses through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClosing. In the event that Seller has received CAM Charge Charges payments in excess of its actual CAM Charge Charges operating 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 Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants tenants are reimbursing the landlord for common area maintenance maintenance, property taxes and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a lease-by-lease basis with each Party 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 Partyparty’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 Closing Date Seller shall submit to Buyer an itemization of its actual CAM Charge Charges operating expenses through such date and the amount of CAM Charges received by the Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing Date. In the event that the Seller has received CAM Charge Charges payments in excess of its actual CAM Charge Charges operating expenses, the Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that the Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, the Seller shall be entitled to receive any deficit but only after the Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are reimbursing Seller as landlord under the landlord Leases for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and and, as provided below, again subsequent to Closing, . Prorations shall be made as of the date of Closing Date on a lease-by-lease basis with each Party party being entitled to receive a portion of the CAM Charges payable under each Lease for the CAM Lease Year (as defined belowhereinafter defined) in which Closing occurs, which portion shall be equal to the actual CAM Charges incurred during the Partyparty’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 Closing, Seller shall submit to Buyer an itemization of its actual CAM Charge expenses Charges through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, through the Closing Date. In the event that Seller has received CAM Charge Charges payments in excess of its actual actually incurred CAM Charge expensesCharges, Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit deficit, but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge Charges true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) business days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are reimbursing Seller as landlord under the landlord Leases for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and and, as provided below, again subsequent to Closing, . Prorations shall be made as of the date of Closing Date on a lease-by-lease basis with each Party party being entitled to receive a portion of the CAM Charges payable under each Lease for the CAM Lease Year (as defined belowhereinafter defined) in which Closing occurs, which portion shall be equal to the actual CAM Charges incurred during the Partyparty’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 Closing, Seller shall submit to Buyer an itemization of its actual CAM Charge expenses Charges through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, through the Closing Date. In the event that Seller has received CAM Charge Charges payments in excess of its actual actually incurred CAM Charge expensesCharges, Buyer shall be entitled to receive a credit against 9 - AGREEMENT FOR PURCHASE AND SALE the Purchase Price for the excess. In the event that Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit deficit, but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge Charges true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) business days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are reimbursing the landlord under the Leases for common area maintenance and other operating expenses (collectively, “"CAM Charge(s)”Charges"), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the Closing Date on a leaseLease-by-lease Lease basis with each Party 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 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 (12twelve(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 be responsible for the amount of CAM Charges received by Seller as of such date, together with an estimate of reconciliation on a Lease-by­ Lease basis for their ownership period within the CAM Charges to be incurred Lease Year up to, but not including, the Closing Date. In Buyer shall be responsible for the event CAM Charges reconciliation on a Lease-by-Lease basis for its ownership period within the CAM Lease Year including the Closing Date. To the extent that any CAM Charges are paid by the Tenants to the Seller under the Leases based on an estimated payment basis for which a future reconciliation of actual CAM Charges to estimated payments is required to be performed at the end of a reconciliation period, Buyer and Seller shall make an adjustment at the Closing for the applicable reconciliation period based on a comparison of the actual CAM Charges to the estimated payments at the Closing. If, as of the Closing, Seller has received CAM Charge payments Charges in excess of its the amount that the Tenants will be required to pay, based on the actual CAM Charge expensesCharges as of the Closing, Buyer shall be entitled to receive a credit against the Purchase Price for on the Closing Statement in the amount of such excess. In If, as of the event that Closing, Seller has received CAM Charge payments Charges that are less than its the amount that the Tenants would be required to pay based on the actual CAM Charge expenses, to the extent that the Leases provide for a “true up” at the end Charges as of the CAM Lease YearClosing, Seller shall be entitled to receive any deficit but only after such deficiency when and if such additional payments are made. CAM Charges that are not payable by the Tenants either directly or reimbursable under the Leases shall be prorated between Seller and Buyer has received any true up payment from and shall be reasonably estimated by the Tenantparties if final bills are not available. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures If final prorations cannot be made at the Closing for any item being prorated, then for any such proration ("Post Closing Proration"), Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with Tenants have been completed, with final adjustment and payment to be made as soon as reasonably possible after the CAM Lease Year Closing (but in questionno event later than ninety (90) days after the Closing, except that adjustments arising from any tax protest shall not be subject to such ninety (90) days limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership.

CAM Expenses. To Tenant shall pay to Landlord, during the extent that Tenants are reimbursing calendar year 2003, the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as sum of $3.50 per square foot of the Closing Date on a lease-by-lease basis with Premises leased by Tenant, per year, payable in advance in equal monthly installments, and pro rated by the number of months (and days of any partial month) of calendar year 2003 that fall within the initial term, without prior demand therefore, toward CAM Expenses. At the end of each Party being entitled to receive a portion calendar year, Landlord shall determine Tenant's pro rata share of the CAM Charges payable under each Lease Expenses actually incurred by Landlord during such period and such information shall be provided to Tenant. Landlord shall maintain books and records of its CAM Expenses in accordance with sound accounting and management practices and such information shall be provided to Tenant along with the calculation, which Landlord makes, for the CAM Lease Year preceding calendar year and Tenant shall have the right to inspect such books and records at any time prior to the date that is one (1) year after the expiration of the calendar year to which such books and records pertain. In the event Tenant's pro rata share of such costs as defined below) determined by Landlord exceeds the sums paid by Tenant during the calendar year in which Closing occurssuch costs are incurred, which portion Tenant shall pay to Landlord the excess within fifteen (15) days of Tenant's receipt of such request from Landlord. In such case, subsequent monthly payments for Tenant's pro rata share of CAM Expenses shall be equal to adjusted so that the monthly payments for the next calendar year will be based on the actual CAM Charges Expenses incurred for the preceding calendar year. In no event will Tenant's payments hereunder be less than that described in the first sentence of this Section 4.4. If the Lease expires during the Party’s respective periods of ownership of the Property during the CAM Lease Year. As used hereina partial calendar year, the term “CAM Lease Year” means the twelve Landlord shall xxxx Tenant, not more than sixty (12) month period as to which annual CAM Charges are owed under each Lease. Five (560) days prior to the Closing Date Seller expiration date of the Lease, for its estimated pro rata share of CAM Expenses for the partial calendar year. Tenant shall submit remit full payment to Buyer an itemization Landlord within fifteen (15) days of such xxxx. If Tenant fails to remit such full payment to Landlord, Landlord, in its actual CAM Charge expenses through such date and sole discretion, may deduct the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing Date. In the event that Seller has received CAM Charge payments due from Tenant's security deposit described in excess of its actual CAM Charge expenses, Buyer shall Section 6 hereof and be entitled to receive a credit against the Purchase Price all other rights and remedies hereunder for the excessTenant's default. In the event that Seller has received CAM Charge payments less than its actual CAM Charge expenses, Notwithstanding anything stated in this Section 4.4 to the extent that the Leases contrary, Landlord agrees to provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, during the Party first full year of this Lease Term, a Five Thousand Dollar ($5,000.00) allowance to be applied towards the routine preventative maintenance and repair of (A) HVAC system serving the Premises, and (B) the plumbing system serving the Premises. Tenant agrees to contact Landlord's property manager to coordinate and upon presentment of an invoice to Tenant, Tenant agrees to promptly provide such invoice to Landlord for payment after receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing Tenant's authorization and approval for the CAM Lease Year in questionpayment.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for Except as set forth in Section 5.8.3, common area maintenance and other operating expenses collected by Seller (collectively, “CAM Charge(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 Buyer and Seller being entitled to receive a portion of the CAM Charges payable under each Tenant 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 PartyBuyer’s or Seller’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 Tenant 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 be responsible for the amount of CAM Charges received by Seller as of such date, together with an estimate of reconciliation on a lease-by-lease basis for its ownership period within the CAM Charges to be incurred Lease Year up 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 responsible for the excessCAM Charges reconciliation on a lease-by-lease basis for its ownership period within the CAM Lease Year including the Closing Date. In the event of any expense that is included in CAM Charges (e.g., property taxes), where a proration was based upon an estimate for the calendar year in which the Closing Date occurs, a post-Closing “true up” shall be performed for such expense based on the actual amount of such expenses to determine Seller’s and Buyer’s obligation for their respective ownership period for the calendar year in which the Closing Date occurs. Each of Seller has received and Buyer shall be responsible for any CAM Charge payments less than its actual CAM Charge expenses, Charges “true up” necessary (for their respective ownership period) to the extent that the Leases provide any Tenant Lease provides for a “true up” at ”. If any CAM Charges paid by a Tenant under a Tenant Lease and collected by Seller were based on an estimate and the end of actual CAM Charges owed by such Tenant are greater than the CAM Lease Yearestimated amount paid by such Tenant, then Seller shall be entitled have the right to receive invoice such Tenant after the Closing Date for any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide amounts owed to Seller for periods arising prior to the other Party its allocable share of Closing Date and Buyer shall reasonably cooperate with Seller after the Closing Date to collect any such amounts owed by a Tenant under such “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.”

CAM Expenses. To the extent that Tenants tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing upon the Close of Escrow and again subsequent to Closingthe Close of Escrow but, in any event, within one (1) year following the Closing Date, as of the Closing Date on a lease-by-lease basis with each Party party being entitled to receive a portion of the CAM Charges payable under each Lease for the CAM Lease Year (as defined below) year in which Closing the Close of Escrow occurs, which portion shall be equal to the actual CAM Charges incurred during the Partyparty’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 Close of Escrow Seller shall submit to Buyer an itemization of its actual CAM Charge expenses Charges through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing Date. In the event that If Seller has received CAM Charge Charges payments in excess of its actual CAM Charge expensesCharges, then Buyer shall be entitled to receive a credit against the Purchase Price for the excessexcess and Buyer shall refund such excess to the tenants under the Leases in accordance with the terms of the Leases. In the event that If Seller has received CAM Charge Charges payments less than its actual CAM Charge expensesCharges, then to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenanttenants. Upon receipt by either Party party of any CAM Charge true up payment from a Tenanttenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer upon the Closing Date records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionCharge.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), any sums held by Seller as 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 collected in the CAM Lease Year (as defined below) in which Closing occursis the year of Closing, which portion shall be equal credited to Buyer at the Closing, less any amounts which are estimated by Seller to be any outstanding CAM expenses which are due and payable by Seller for that year. Seller shall be responsible for any final 2007 year reconciliation to the actual tenants in the Property on a lease-by-lease basis, and any overpayment of CAM Charges incurred during the Party’s respective periods of ownership of the Property during the CAM Lease Yearshall be repaid to any Tenant entitled to such funds. As used herein, the term “CAM Lease Year” means the twelve (12) month period calendar year as to which annual CAM Charges are owed under each Lease. Five Ten (510) days prior to the Closing Date the Seller shall submit to Buyer an itemization of its actual CAM Charge Charges and operating expenses through such date and the amount of CAM Charges received by the Seller as of such date, together with an estimate of CAM Charges the operating expenses to be incurred to, but not including, the Closing Date. In the event that the 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 Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, the Seller shall be entitled to receive any deficit but only after the Buyer has received any true up payment from the Tenanttenants. Upon receipt by either Party party of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist the Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, the Seller shall deliver to the Buyer at Closing Date records of all of the Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionexpenditures.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a leaseLease-by-lease basis Lease basis, with each Party 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 Partyparty’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 Closing, Seller shall submit to Buyer an itemization of its actual CAM Charge expenses Charges through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred prior to, but not including, the Closing DateClose of Escrow. In the event that Seller has received CAM Charge Charges payments in excess of its actual CAM Charge expensesCharges, Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that the Seller has received CAM Charge Charges payments less than its actual CAM Charge expensesCharges, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit deficit, but only after Buyer has received any true up payment from the TenantTenants. Upon receipt by either Party party of any CAM Charge Charges true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” up payment within five (5) business days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing the Close of Escrow and again subsequent to Closingthe Close of Escrow, as of the Closing Date date of the Close of Escrow on a lease-by-lease basis with each Party 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 the Close of Escrow occurs, which portion shall be equal to the actual CAM Charges incurred during the Partyparty’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 Charges operating expenses through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClose of Escrow. In the event that If Seller has received CAM Charge Charges payments in excess of its actual CAM Charge Charges operating expenses, Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that If Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. Seller shall transfer the reserve account containing CAM charges, as prorated herein, to the Buyer at Close of Escrow. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer at the Close of Escrow records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionexpenditures.

CAM Expenses. To the extent that Tenants tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(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 in the CAM Charges payable under each Lease for the CAM Lease Year same manner that Rents are allocated (as defined belowsee (a) 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 Yearabove). As used herein, the term “CAM Lease Year” means the twelve (12) month period as to which annual CAM Charges are owed under each Tenant 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 be responsible for the amount of CAM Charges received by Seller as of such date, together with an estimate of reconciliation on a lease-by-lease basis for their ownership period within the CAM Charges to be incurred Lease Year up to, but not including, the Closing Date. Buyer shall be responsible for the CAM Charges reconciliation on a lease-by-lease basis for their ownership period within the CAM Lease Year including the Closing Date. In the event of any expenses, i.e. property taxes, where a proration was based upon an estimate for the year of Closing, a post closing “true up” will be performed for the actual expense to determine Seller and Buyer obligation for their ownership period for the year of Closing. Each party will be responsible for any CAM Charges 18 “true up” necessary to the extent that Seller has received CAM Charge payments in excess of its any Tenant Lease provides for a “true up”. For example, if a true up shows that the landlord owes a credit to a tenant, or tenants, for amounts collected from tenants that exceed actual CAM Charge expenses, then Seller and Buyer shall be responsible for any such credit based on their respective ownership period. Likewise, if a true up shows that the landlord is entitled to receive additional reimbursements from tenants, then in such event, the Seller and 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 CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionsuch additional reimbursement based on their respective ownership period.

CAM Expenses. To Notwithstanding any provisions in this lease to the extent that Tenants are reimbursing contrary, Lessor may elect, at any time during the landlord for term of this lease, and at his sole discretion, to use the following alternative method of calculating Lessee’s proportionate share of and liability for, Lessor’s common area maintenance maintenance, taxes and insurance expenses (“CAM Expenses”) as provided for in this lease: (a) From and after the commencement date, but subject to adjustment as provided in this subparagraph (a), Lessee shall pay Lessor on the first day of each month of the term of this lease one-twelfth (1/12) of the Lessee’s proportionate share of the anticipated CAM expenses and other operating costs, charges and expenses (collectivelyto be included, “CAM Charge(s)”), CAM Charges as an estimate which shall be prorated at Closing applied to Lessee’s account and again subsequent maintained by Lessor for the items included therein, which monthly amount may be adjusted from time to Closing, time by Lessor on the basis of Lessor’s experience as well as the anticipated cost of all of the Closing Date on foregoing items. Notwithstanding anything contained herein or any verbal representations made by Lessor or Lessor’s agent to the contrary, Lessor expressly does not represent or warrant that the CAM estimate as set forth at the commencement of this lease, or in effect at any time during the term hereof, is an accurate representation of the actual costs which may ensue for those items for which the estimated payments are being made. While Lessor may endeavor to estimate such actual costs, for various reasons, including fluctuations in many expenses and taxes over which the Lessor may have little control, and the ability of the parties to freely negotiate the level of such estimates, there may be a shortfall when the reconciliation of the estimates to such actual costs is made. Lessee expressly acknowledges that such a shortfall may occur, and hereby agrees to promptly pay its share of these costs in accordance with the terms of this lease-by-lease basis with each Party being . (b) If, at the end of any calendar year, Lessee’s share of the foregoing costs exceed the total of the estimates made by Lessee during which calendar year, Lessee shall pay to Lessor the deficiency within ten (10) days of written demand from Lessor. If said estimates exceed Lessee’s share of the same, Lessee shall be entitled to receive offset the excess against the estimates thereafter to become due to Lessor. Lessor shall furnish a portion statement showing categories of expenses to Lessee annually for the actual expenses for all 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 foregoing items and the amount excess or deficiency of Lessee’s payments. (c) Lessor shall provide to Lessee all information as may be reasonably requested by Lessee concerning CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing Dateexpenses. In the event that Seller has received there is found to be an overpayment by Lessee of CAM Charge expenses as set forth herein, Lessee shall have the right to deduct such overpayment from future payments in excess of its actual CAM Charge expenses to Lessor until Lessee is reimbursed for such overpayments of CAM expenses, Buyer . Lessee’s share of the CAM expenses of the premises shall be entitled to receive a credit against the Purchase Price 100%. In addition, Lessee shall reimburse Landlord for the excesspremises share of CAM for The Freeway Center Shopping Center as billed by the Property Management See Exhibit “B”. In the event that Seller has received Landlord will provide two (2) years historical and estimated future and planned CAM Charge payments less than its actual CAM Charge expenses, charges to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled such information is available to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionLessor.

CAM Expenses. To the extent that Tenants tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a lease-by-lease basis with each Party party being entitled to receive a portion of the CAM Charges payable under each Existing Lease for the “CAM Lease Year Year” (as defined below) in which Closing occurs, which portion shall be equal to the actual CAM Charges incurred during the Partyparty’s respective periods of ownership of the each 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 Existing Lease. Five (5) days prior to the Closing Date each Seller shall submit to Buyer an itemization of its actual CAM Charge Charges operating expenses through such date and the amount of CAM Charges received by each Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClosing. In the event that the Seller has received CAM Charge Charges payments in excess of its actual CAM Charge Charges operating expenses, the Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that each Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Existing Leases provide for a “true up” at the end of the CAM Lease Year, each Seller shall be entitled to receive any deficit but only after to the extent the Buyer has received such deficit amount from any true up payment from with the Tenanttenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenanttenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist the Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, each Seller shall deliver to the Buyer at Closing records of all of the Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionexpenditures.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a lease-by-lease basis with each Party 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 Partyparty’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 Closing Date Seller shall submit to Buyer an itemization of its actual CAM Charge Charges operating expenses through such date and the amount of CAM Charges received by the Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClosing. In the event that the Seller has received CAM Charge Charges payments in excess of its actual CAM Charge Charges operating expenses, the Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that the Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, the Seller shall be entitled to receive any deficit but only after the Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five thirty (530) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance maintenance, taxes, insurance, utilities and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing Close of Escrow and again subsequent to ClosingClose of Escrow, as of the Closing Date date of Close of Escrow on a lease-by-lease basis with each Party 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 Close of Escrow occurs, which portion shall be equal to the actual CAM Charges incurred during the Partyparty’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 Close of Escrow the Closing Date Seller shall submit to Buyer an itemization of its actual CAM Charge Charges operating expenses incurred through such date and the amount of CAM Charges received by the Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClose of Escrow. In the event that the Seller has received CAM Charge Charges payments in excess of its actual CAM Charge expensesCharges operating expenses incurred and to be incurred to the Close of Escrow, the Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that the Seller has received CAM Charge Charges payments less than its actual CAM Charge expensesCharges operating expenses incurred and to be incurred to the Close of Escrow, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year or provide for the payment of Tenant’s share of CAM charges after the end of the CAM Lease Year, the Seller shall be entitled to receive any deficit or Seller’s share of any amount due from the Tenants but only after the Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist the Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to the Buyer within one (1) business day following the Close of Escrow records of all of the Seller’s CAM Charge expenditures expenditures. Buyer covenants with Seller to perform with due diligence and good faith all obligations of the landlord under the Leases with respect to preparing year end statements of CAM Charges and “true up” reconciliations or statements of additional rent due for each of the Tenants, delivering such statements to the Tenants in a timely manner and taking all action permitted under the Lease and at law to collect any amounts due from the Closing Tenants. Annual statements shall be prepared and notices sent to Tenants within ninety (90) days after the end of the CAM Lease Year. Buyer shall provide Seller with a copy of all such statements prepared by Buyer and notices delivered to Tenants contemporaneously with the preparation or delivery, as applicable. Within twenty (20) days after the end of each month after statements have been prepared and notices sent to Tenants, Buyer shall provide Seller with a statement identifying the Tenants from whom payment of CAM Charges have been received, the amounts collected from said Tenants and Seller’s share of such collections, along with payment of Seller’s share. In the event Buyer shall fail to perform any such obligations and such failure shall continue for more then ten (10) business days after notice from Seller, Buyer grants to Seller the right to invoice and collect unpaid CAM charges owed to Seller from the Tenants directly. For a period of nine (9) months after Close of Escrow, upon Seller’s request, Buyer shall promptly provide Seller with access to Buyer’s books and records to audit Buyer’s calculation of CAM Charges for the CAM Lease Year in questionwhich the Close of Escrow occurs and Buyer’s collections from Tenants. If Seller’s audit shall disclose any amount owing to Seller, Buyer shall promptly pay such amount to Seller.

CAM Expenses. To the extent that Tenants tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(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 party being entitled to receive a portion of the CAM Charges payable under each Tenant 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 Partyparty’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 Tenant 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 estimate of CAM Charges 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 Tenant Leases provide for a “true up” at the end of the CAM Lease lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenanttenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenanttenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing the “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s an approved CAM Charge expenditures at reconciliation up to but not including the Closing for the CAM Lease Year in questionDate within thirty (30) days after Closing.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a lease-by-lease basis with each Party of Buyer and Parent 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 parties’ respective periods of ownership of the Property Company and Seller 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 Parent shall submit to Buyer an itemization of its actual Seller’s CAM Charge Charges operating expenses through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClosing. In the event that Seller Parent has received received, indirectly through the Company and Seller, CAM Charge Charges payments in excess of its actual CAM Charge Charges operating expenses, Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that Seller Parent has received received, indirectly through the Company and Seller, CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller Parent shall be entitled to receive any deficit but only after Buyer or Seller has received any post-Closing true up payment from the Tenant. Upon receipt by either Party (i) Parent or (ii) Buyer or the Company or Seller (after the Closing), of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of after the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a lease-by-lease basis with each Party party being entitled to receive a portion of the CAM Charges payable under each Lease (including any CAM reconciliation charges) 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 Partyparty’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 Closing Date Seller shall submit to Buyer an itemization of its actual CAM Charge Charges operating expenses through such date and the amount of CAM Charges received by the Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClose of Escrow. In the event that the Seller has received CAM Charge Charges payments in excess of its actual CAM Charge Charges operating expenses, the Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that the Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, the Seller shall be entitled to receive any deficit but only after the Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist the Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, the Seller shall deliver to the Buyer at Closing records of all of the Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionexpenditures.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for common area maintenance and other operating expenses (collectively, “"CAM Charge(s)”CHARGES"), CAM Charges shall be prorated at Closing and again subsequent to Closing, as of the date of Closing Date on a leaseLease-by-lease basis Lease basis, with each Party 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 party's respective periods of ownership of the Property during the CAM Lease Year. As used herein, the term “"CAM Lease Year” 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 Closing, Seller shall submit to Buyer an itemization of its actual CAM Charge expenses Charges through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred prior to, but not including, the Closing DateClose of Escrow. In the event that Seller has received CAM Charge Charges payments in excess of its actual CAM Charge expensesCharges, Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that the Seller has received CAM Charge Charges payments less than its actual CAM Charge expensesCharges, to the extent that the Leases provide for a “"true up” " at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit deficit, but only after Buyer has received any true up payment from the TenantTenants. Upon receipt by either Party party of any CAM Charge Charges true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” up payment within five (5) business days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are any Tenant under any Tenant Lease is reimbursing the landlord for common area maintenance and other operating expenses (such payments received from such Tenant(s) are collectively, “CAM Charge(sPayment(s)”), CAM Charges Payment(s) shall be prorated at Closing and again subsequent to Closing, as of the Closing Date on a lease-by-lease basis with each Party party being entitled to receive a portion of the CAM Charges Payment(s) payable under each Lease the Tenant Leases for the CAM Lease Year (as defined below) in which Closing occurs, which portion shall be equal to the actual CAM Charges incurred Payment(s) received during the Partyparty’s respective periods of ownership of the Property during the CAM Lease Year. As used herein, the term “CAM Lease Year” means means, as applicable, the twelve (12) month period as to which annual CAM Charges Payment(s) are owed under each any Tenant Lease. Five (5) days prior Seller shall be responsible for the payments due to the Closing Date Seller Tenants and shall submit to Buyer an itemization receive the benefit of any additional amounts due from the Tenants in connection with the CAM reconciliation for its actual ownership period within the CAM Charge expenses through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred Lease Year up 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 responsible for the excesspayments due to the Tenants and shall receive the benefit of any additional amounts due from the Tenants in connection with the CAM reconciliation for its ownership period within the CAM Lease Year including the Closing Date. In the event that Seller has received CAM Charge payments less than its actual CAM Charge of any expenses, i.e. property taxes, where a proration was based on an estimate for the year of Closing, a post Closing “true up” will be performed for the actual expense to determine Seller and Buyer obligation for their ownership period for the year of Closing. Each party will be responsible for any CAM “true up” necessary to the extent that the Leases provide any Tenant Lease provides for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question”.

CAM Expenses. To the extent that Tenants are Tenant is reimbursing the landlord for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing the Close of Escrow and again subsequent to Closingthe Close of Escrow, as of the Closing Date date of the Close of Escrow on a lease-by-lease basis with each Party party being entitled to receive a portion of the CAM Charges payable under each the Lease for the CAM Lease Year (as defined below) in which Closing the Close of Escrow occurs, which portion shall be equal to the actual CAM Charges incurred during the Partyparty’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 Close of Escrow Seller shall submit to Buyer an itemization of its actual CAM Charge Charges operating expenses through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, the Closing DateClose of Escrow. In the event that If Seller has received CAM Charge Charges payments in excess of its actual CAM Charge Charges operating expenses, Buyer shall be entitled to receive a credit against the Purchase Price for the excess. In the event that If Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases Lease provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge true up payment from a the Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer at the Close of Escrow records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in questionexpenditures.

CAM Expenses. To the extent that Tenants are reimbursing Seller as landlord under the landlord Leases for common area maintenance and other operating expenses (collectively, “CAM Charge(s)Charges”), CAM Charges shall be prorated at Closing and and, as provided below, again subsequent to Closing, . Prorations shall be made as of the date of Closing Date on a lease-by-lease basis with each Party party being entitled to receive a portion of the CAM Charges payable under each Lease for the CAM Lease Year (as defined belowhereinafter defined) in which Closing occurs, which portion shall be equal to the actual CAM Charges incurred during the Partyparty’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) business days prior to the Closing Date Closing, Seller shall submit to Buyer an itemization of its actual CAM Charge expenses Charges through such date and the amount of CAM Charges received by Seller as of such date, together with an estimate of CAM Charges to be incurred to, but not including, through the Closing Date. In the event that Seller has received CAM Charge Charges payments in excess of its actual actually incurred CAM Charge expensesCharges, Buyer shall be entitled to receive a credit against the Purchase Price for the excessexcess (or, if same is determined after Closing, Seller shall pay such amounts to Buyer, which obligation shall survive Closing). In the event that Seller has received CAM Charge Charges payments less than its actual CAM Charge Charges operating expenses, to the extent that the Leases provide for a “true up” at the end of the CAM Lease Year, Seller shall be entitled to receive any deficit deficit, but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party party of any CAM Charge Charges true up payment from a Tenant, the Party party receiving the same shall provide to the other Party party its allocable share of the “true up” payment within five (5) business days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing for the CAM Lease Year in question.

CAM Expenses. To the extent that Tenants are reimbursing the landlord for Lessee shall pay all common area maintenance and other operating expenses charges for the Premises (collectively, “CAM Charge(s)Expenses”). As set forth below, CAM Charges Lessee shall be prorated at Closing and again subsequent pay to ClosingLessor as Additional Rent, as of the Closing Date on a lease-by-lease basis with each Party being entitled to receive a portion all of the CAM Charges payable under Expenses. Beginning on the Commencement Date and thereafter in advance on the first day of 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 calendar month during the PartyTerm, Lessee shall pay to Lessor one twelfth (1/12) of Lessor’s respective periods of ownership of the Property during the estimated CAM Lease Year. As used herein, the term “CAM Lease Year” means the Expenses for each twelve (12) month period selected by Lessor (the “Yearly CAM Period”), including a commercially reasonably management or administrative fee for Lessor (the “Lessee Monthly CAM Payment”). Lessor may cause any services such as sweeping and landscaping work to which annual CAM Charges are owed under each Leasebe performed by independent contractors. Five (5) days prior to the Closing Date Seller Lessor 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 provide Lessee with an estimate of the CAM Charges Expenses on or before the commencement of each Yearly CAM Period occurring during the Term of this Lease. After the end of each Yearly CAM Period, Lessor shall provide to Lessee a statement of the actual CAM Expenses for the Yearly CAM Period (“Yearly CAM Statement”). If the Yearly CAM Statement shows that the aggregate of all of the Lessee Monthly CAM Payments made during the Yearly CAM Period was less than the actual amount of the CAM Expenses (as set forth on the Yearly CAM Statement), Lessee shall pay the balance due to Lessor within ten (10) days after receipt of the statement; and if the Yearly CAM Statement shows that the aggregate paid exceeded the actual CAM Expenses, Lessor shall either refund the excess or credit Lessee’s next accruing Lessee Monthly CAM Payment. Notwithstanding the foregoing, the term “CAM Expenses” does not include the following: (i) depreciation of the Building, and all equipment, fixtures, improvements and facilities used in connection therewith; (ii) payments of principal, interest, loan fees, penalties, attorney’s fees or amortization relating to any debt Lessor may have incurred or will incur in the future relating to the ownership, operating and maintenance of the Building; (iii) Reserved; (iv) Reserved; (v) except as otherwise provided for in this Lease, expenses or costs incurred by Lessor relating to any violation by Lessor of the terms and conditions of any law or any lease covering the Building; (vi) the cost of any repair or replacement which would be required to be incurred to, but not including, capitalized under generally accepted accounting principles; (vii) the Closing Date. In the event that Seller has received costs and expenses of any item included in 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, Expenses to the extent that the Leases provide Lessor is actually reimbursed for such cost by an insurance company, a “true up” at the end condemning authority, another lessee or any other party; (viii) payments of ground rents and related sums pursuant to a ground lease in favor of a ground lessor; (ix) Reserved;(x) any costs representing an amount paid to an entity related to Lessor which is in excess of the CAM Lease Yearcommercially reasonable amount which would have been paid absent such relationship; (xi) any entertainment, Seller dining, or travel expenses of Lessor for any purpose; (xii) costs related to maintaining Lessor’s existence, either as a corporation, partnership, or other entity; (xiii) any expenses for repairs or maintenance to the extent covered by warranties or service contracts; (xiv) Reserved; (xv) the cost of any environmental remediation for which Lessor is responsible under Section 10 of this Lease; (xvi) all ad valorem taxes paid or payable by Lessee or other lessees in the Building for (A) personal property and (B) on the value of the leasehold improvements in the Premises, or the Building of other lessees in the Building (in this connection it is agreed that Lessee shall be entitled to receive any deficit but only after Buyer has received any true up payment from the Tenant. Upon receipt by either Party of any CAM Charge true up payment from a Tenant, the Party receiving the same shall provide to the other Party its allocable share of the “true up” payment within five (5) days of the receipt thereof. To assist Buyer in preparing “true up” reconciliation at the end of the CAM Lease Year, Seller shall deliver to Buyer records of all of Seller’s CAM Charge expenditures at the Closing responsible for the payment of ad valorem taxes on Lessee’s own leasehold improvements); (xvii) Reserved; and (xviii) any item which is included in CAM Lease Year in questionExpenses which, but for this provision, would be included twice.