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• (d) Utility Charges. Prepaid water, sewer, and other utility charges shall be credited to Seller, and unpaid water, sewer, and other utility charges accruing prior to the Closing shall be credited to Buyer. However, no such prorations shall be made to the extent any such utilities are contracted for and paid directly by the Tenant. Buyer shall credit to the account of Seller all refundable cash or other deposits posted by Seller with utility companies serving the Real Property or, at Buyer's option, Seller 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 Seller (and interest thereon if required by law or contract to be earned thereon) and not previously applied to the Tenant's obligations under the Lease shall be transferred or credited to Buyer at Closing. As of the Closing, Buyer shall assume Seller's obligations related to the Security Deposits. (f) Contracts. Any amounts owing under the Contracts that are assigned to and assumed by Buyer pursuant to Paragraph 15(a) shall be prorated as of the Closing Date. (g) 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 Seller and Buyer in accordance with local custom. (h) 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. 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. Seller and Buyer 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 Seller will receive the benefit of all income and will pay all expenses of the Property prior to the Closing Date and Buyer will receive all income and will pay all expenses of the Property after the Closing Date. Seller and Buyer agree that as soon as reasonably possible, but in no event later than September 15, 2011, 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. Buyer shall prepare the tenant reconciliations for Seller's review. Buyer shall transmit such information to the Tenant. 8. Possession. Exclusive possession of the Real Property shall be delivered to Buyer as of the Closing Date, subject only to the possessory rights of Docktown Marina, Inc. under the Lease and the Subtenants as set forth in this Agreement and any other parties (the "Third Parties ") tying their boats or other watercraft up to docks along Redwood Creek, to the extent that all or any portion of such area used by such parties is located on the Land. Subject to the provisions of Paragraph 23 below, until possession is delivered to Buyer, at its sole cost and expense Seller shall maintain or cause the Tenant to maintain the Real Property in not less than Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 7