Agmt10 Schrader Leask Development, Inc.

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(f) Post - Closing Adjustments. Except as otherwise provided in this Agreement, any revenue or expense amount that cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amount, and shall be the subject of a final proration after the Closing. Owner and Optionee agree that, to the extent items are prorated or adjusted at Closing on the basis of estimates, or are not prorated or adjusted at Closing pending actual receipt of funds or compilation of information upon which such prorations or adjustments are to be based, each of them will, upon a proper accounting, pay to the other such amounts as may be necessary such that Owner will receive the benefit of all income and will pay all expenses of the Property prior to the Closing Date and Optionee will receive all income and will pay all expenses of the Property after the Closing Date. Owner and Optionee agree that as soon as reasonably possible, but in no event later than April 15, 2012, the parties shall undertake a final master reconciliation of taxes and other operating expenses with respect to the Property. Such reconciliation shall be final. (g) Existing Lease. Owner and the Tenant shall prorate all operating expenses, taxes, and other expenses and costs owing under the Existing Lease outside of Escrow. Optionee shall have no liability for any such expenses or costs relating to any period prior to the Closing. 8. Possession. Pursuant to the New Lease, Tenant shall retain possession of the Property as of the Closing Date. At the Closing, Owner shall deliver exclusive possession of the Property to Optionee subject only to the rights of the Tenant under the New Lease. 9. Authorization to Enter; Cooperation. (a) Authorization to Enter. From and after the Execution Date, Optionee and its agents, employees, contractors, consultants, and other designees (collectively, "Optionee's Authorized Parties ") may, upon three (3) business days' prior written notice, enter upon the Real Property to conduct any activity and perform any investigation, test, study or analysis for the purpose of determining the feasibility of the Real Property for Optionee's planned development of the Real Property, including, but not limited to, soils studies, Phase I and /or Phase II Hazardous Materials (as defined in Paragraph 12(d)) studies, engineering and soil studies, tree surveys, archeological studies, biological studies, utilities studies, hydrology studies and any other matters necessary to evaluate the suitability of the Real Property for Optionee's contemplated purposes. Notwithstanding the above (i) no invasive testing shall be done without Owner's written consent which shall not be unreasonably withheld (it being agreed that Owner shall respond to Optionee's written request for consent within three (3) business days after receipt of such request), and (ii) Optionee shall provide Owner with copies of all results and reports received as a result of any investigation, test, study, or analysis regarding the physical condition of the Property done by any third party consultants on behalf of Optionee. Optionee shall pay all costs with respect to such studies and tests. Optionee's Authorized Parties may bring such equipment on the Real Property as is necessary or appropriate to make such studies. Optionee shall maintain, repair and restore the Real Property as necessary to remedy any damage to the Real Property to the extent caused by the feasibility activities of Optionee's Authorized Parties on the Real Property, shall take reasonable precautions to minimize interference with the activities of Owner on the Real Property, and shall indemnify and hold harmless Owner and Owner's Parties (as hereinafter defined in Paragraph 13(d)) from and against all suits, causes of Option Agreement 80 Chemical 10.01. 2010 v.7 10