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connection with the ownership, operation, maintenance and management of the Real Property (collectively "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. (d) Utility Charges. Prepaid water, sewer, and other utility charges shall be credited to Owner, and unpaid water, sewer, and other utility charges accruing prior to the Closing shall be credited to Optionee. However, no such prorations shall be made to the extent any such utilities are contracted for and paid directly by the Tenant. Optionee shall credit to the account of Owner all refundable cash or other deposits posted by Owner with utility companies serving the Real Property or, at Optionee's option, Owner shall be entitled to receive and retain such refundable cash and deposits. (e) Tenant Deposits. All tenant security deposits made pursuant to the Lease ( "Security Deposits ") actually received by Owner (and interest thereon if required by law or contract to be earned thereon) and not previously applied to Tenant's obligations under the Lease shall be transferred or credited to Optionee at Closing. As of the Closing, Optionee shall assume Owner's obligations related to the Security Deposits. (f) Contracts. Any amounts owing under the Contracts that are assigned to and assumed by Optionee pursuant to Paragraph 15(a) shall be prorated as of the Closing Date. (g) Additional Deposits. Any Non - Applicable Deposits made by Optionee pursuant to Paragraph 2(b) shall not be prorated. By way of example, if pursuant to Paragraph 2(b) Optionee makes a Non - Applicable Deposit of Twenty Six Thousand Dollars ($26,000)on February 1, 2011 (for the Extension Period ending on February 28, 2011), and if the Closing occurs on February 15, 2011, then there shall be no proration of such Non - Applicable Deposit notwithstanding that the Closing occurs prior to the expiration of the applicable Extension Period. The Applicable Deposits (together with the Initial Deposit and the Option Payment) shall be fully credited to the Purchase Price irrespective of when the Closing occurs. (h) Other Amounts. Any other operating expense or other items pertaining to the Real Property which are customarily prorated between buyers and sellers of real property in the County shall be prorated between Owner and Optionee in accordance with local custom. (i) Post - Closing Adjustments. Except as otherwise provided in this Agreement, any revenue or expense amount that cannot be ascertained with certainty as of the Option Agreement 50 Chemical 10.5.2010 v. 8 10