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1 <br /> below. Buyer and Seller shall prepare a real estate excise tax affidavit as required to <br /> close the sale. <br /> 4.3 Prorations. All normal and customarily proratable items, including <br /> without limitation, real estate and personal property taxes; utility bills; service contracts; <br /> rents (including operating expense reimbursements) for the month of closing; and any <br /> contract payments (with respect to contracts Buyer elects to assume, if any), shall be <br /> prorated as of the date of closing, on the basis of a 365 day year, Seller being charged <br /> and credited for.all of same up to the closing date and Buyer being charged and <br /> credited for all of same on and after such date. If the actual amounts to be prorated are <br /> not known as of the closing, the prorations shall be made on the basis of the best <br /> evidence then available, and thereafter, when actual figures are received, a cash <br /> settlement will be made between Seller and Buyer. All tenant deposits held by Seller <br /> shall be credited against the Purchase Price or paid to Buyer at closing. No prorations <br /> shall be made in relation to delinquent rents existing as of the closing (i.e., rents for <br /> months prior to the month of closing), but Buyer shall cooperate in good faith with <br /> Seller's attempts to collect the same after closing. Sellershall retain the rights to any <br /> delinquent rents existing as of closing and shall be entitled to pursue all available <br /> remedies for collection thereof other than locking out or evicting any tenant. With <br /> respect to rents (including operating expense reimbursements) for the month of closing <br /> collected by Buyer after closing, Buyer shall remit Seller's pro rata portion thereof to <br /> Seller promptly after collection by Buyer. <br /> 4.4 Possession. Buyer shall be entitled to possession on closing. <br /> 5. Conveyance of Title. At closing, Seller shall convey to Buyer fee simple title <br /> to the Real Property by executing and delivering to Buyer the following documents: <br /> 5.1 Deed. A statutory warranty deed in the form of the attached <br /> Exhibit B, executed and acknowledged by Seller, conveying good and marketable title <br /> to the Property to Buyer, free and clear of all defects, liens, easements, encroachments <br /> and encumbrances and subject only to those exceptions that Buyer approves pursuant <br /> to Section 6 below. <br /> 5.2 Intentionally Omitted <br /> 5.3 Tax Certification. An affidavit in the form of the attached Exhibit C <br /> in order to meet the Foreign Investment in Real Property Tax Act requirements of I.R.C. <br /> § 1445. <br /> 5.4 Other. Any other documents or instruments reasonably required to <br /> effectuate the closing hereunder including, by way of example but not limitation, closing <br /> statements, releases and delivery of instruments required by the Title Company or <br /> Closing Agent. <br /> 6. Title Insurance. As soon as reasonably possible after the date of this <br /> Agreement, Buyer will obtain a preliminary commitment for title insurance issued by <br /> Rainier Title Insurance Company ("Title Company") together with a copy of all <br /> 4 <br />