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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. The parties acknowledge that Operating Expenses payable by the Tenant under the Lease are calculated and payable based upon estimates of Operating Expenses expected to be incurred, and such estimates are reconciled at the end of each year based upon actual expenses incurred for the year. 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 Operating Expenses, taxes and other pass - throughs and additional rent with respect to the Lease and the Property. Such reconciliation shall be final. Optionee shall prepare the tenant reconciliations for Owner's review. Optionee shall transmit such information to Tenant. 8. Possession. Exclusive possession of the Real Property shall be delivered to Optionee as of the Closing Date, subject only to the possessory rights of the Tenant under the Lease. Until possession is delivered to Optionee, at its sole cost and expense Owner shall maintain and keep the Real Property in not less than the same order and condition as on the Agreement Date. Possession of and legal title to the Real Property shall be delivered to Optionee free and clear of all tenancies and occupancies, other than the possessory rights of the Tenant. 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 Option Agreement 50 Chemical 10.5.2010 v. 8 11