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(b) Lease Prepayments and Security Deposits. Buyer shall receive credits against the Purchase Price at Closing for any unforfeited Security Deposits and any other money, together with any earned interest, in Seller's actual possession for the account of Tenants, including, all rental, utility, key, damage, and other deposits, and any prepaid rents paid to Seller by the Tenants; provided, however, that — at Seller's option — in the event that the Security Deposits are in a segregated account, Seller may transfer' the account to Buyer in lieu of prorating such Security Deposits. Because Seller may have obtained title via foreclosure or deed in lieu of foreclosure (or from a lender which has obtained title via foreclosure or deed in lieu of foreclosure), Seller may not have obtained (or obtained credit for) Security Deposits as described in any Leases of the Property. In such event, Buyer will not obtain a credit for such Security Deposits against the Purchase Price. (c) Taxes and Assessments; Pending and Certified Liens. Taxes and assessments for the year of Closing shall be prorated as of the Prorations Date based upon the amount of such taxes for the year of Closing, if the amount of such taxes is known at the time of Closing; if such amount cannot be then ascertained, proration shall be based upon the amount of the taxes, with the maximum discount allowed by law, if any, for the preceding year. If any tax proration shall be based upon the amount of taxes for the year preceding the year of Closing, such taxes shall not be reprorated after the tax bills for the year of Closing are received. To the extent that Seller completes any pending tax appeal which results in savings for periods prior to and after Closing, the parties agree to reprorate any such taxes and to share in the costs of such appeal, including attorney's fees and costs, based on the parties' pro rata ownership of the Property for such tax period. County or other public liens, if any, certified or for which the work has been substantially completed on the date of Closing shall be paid by Seller and any other such liens shall be assumed by Buyer. Other assessments not included on the regular property tax bills, license fees for transferred licenses, and state or municipal fees and taxes for the Property for the applicable fiscal period during which Closing takes place ,shall be adjusted as of the Prorations Date on the basis of the most recent ascertainable assessments and rates, and shall be re -prorated as necessary pursuant to subparagraph (f) below. (d) Utility Charges. Electric, water, sewer, gas, fuel, waste collection and removal and other utility and operating expenses relating to the Property shall be prorated as of the Prorations Date. It shall be assumed that the utility charges were incurred uniformly during the billing period in which the Closing occurs. If bills for the applicable period are unavailable, the amounts of such charges will be estimated based upon the latest known bills. Notwithstanding the foregoing, to the extent possible: (i) Seller and Buyer shall request the utility companies to read the meters as of the Prorations Date; (4) Seller shall be responsible for all such utility charges incurred through the Prorations Date; i (iii) Buyer shall make application to the various companies for the continuation of such services and the establishment of the required accounts in the name of Buyer effective from and after the Prorations Date; (iv) all prepaid deposits for utilities shall be refunded to Seller at or promptly after the time of Closing by the utility companies; and (v) it shall be Buyer's responsibility to make any utility deposits required for the continuation of such services from and after the Prorations Date; provided, however, that if any utility company keeps Seller's deposit (and transfers said deposit to Buyer), Seller shall receive a credit in the amount of the utility deposit at Closing. MIAMI 2957652.8 79037133274 7