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04 Optionee's Initials Owner's Initials The above Liquidated Damages provisions shall not limit Optionee's liability to the extent set forth in this Agreement for any damage to persons or property to the extent caused by Optionee or any Optionee's Authorized Parties (as defined in Paragraph 9(a)), which liability shall be in addition to the liquidated damages referenced above. 7. Prorations. If the Closing occurs, all income, if any, and expenses of the Real Property shall be apportioned as of 12:01 a.m., on the day of Closing as if Optionee were vested with title to the Real Property during the entire day upon which Closing occurs. Notwithstanding the generality of the preceding sentence, specific items of income and expense shall be prorated as follows: (a) Collected Rent. All collected rent, collected tenant reimbursements for Operating Expenses (as defined in Paragraph 7(b) below), and other collected income for the month of Closing under the Lease shall be prorated as of the Closing Date. Optionee shall be credited with any rent and other income collected by Owner before the Closing Date but applicable to any period of time from and after the Closing Date. Uncollected rent and other income shall not be prorated on the Closing Date. Any rent received by Owner after the Closing Date with respect to time periods from and after the Closing Date shall be delivered to Optionee within five (5) days of Owner's receipt. Optionee shall apply rent and other income that is collected from the Tenant after the Closing Date first to the obligations then owing to Optionee for its period of ownership and to those reasonable attorneys' fees incurred by Optionee in collecting such amount, and shall remit the balance to Owner, to the extent attributable to the period prior to the Closing Date. Within ninety (90) days following the Closing Date, Owner may pursue collection as to any rent owing by the Tenant attributable to the period prior to the Closing, provided that Owner shall have no right to seek to terminate the Lease or Tenant's occupancy under the Lease in connection with its collection efforts. (b) Operating Expenses. Taxes, insurance, utilities (to the extent not paid directly by the Tenant), common area maintenance and other operating costs and expenses in connection with the ownership, operation, maintenance and management of the Real Property 11 i 1 (co ect ve y "Operating Expenses") shall be prorated as of the Closing Date as set forth in Paragraph 7(a). Those Operating Expenses being paid directly by the Tenant shall not be prorated. Operating Expenses that are not payable by the Tenant either directly or not reimbursable under the Lease shall be prorated between Owner and Optionee on an accrual basis. (c) Taxes and Assessments. Owner shall pay any delinquent real property taxes and assessments relating to the Real Property. Non - delinquent real estate taxes and assessments imposed by any governmental authority shall be prorated as of the Closing Date based upon the tax bill(s) received for and applicable to the period(s) in which the Closing Date occurs; or, to the extent such tax bill(s) and applicable amount(s) are not available by the Closing Date, based on the most recent ascertainable assessed values and tax rates. Owner shall receive a credit for any prepaid taxes and assessments paid by Owner attributable to the period prior to the Closing to the end of the applicable taxing period. Option Agreement 70 Chemical 10.05.2010 v.5 9