In the event that a Casualty is of a nature that results in material destruction of or material damage to the Improvements (with the materiality of any such destruction or damage to be determined by Sellers in their reasonable discretion and with Sellers notifying Purchaser of their determination with respect to such materiality as soon as reasonably practicable after such Casualty) (“Material Casualty”) at any of the Properties, then Purchaser shall have the right to exclude up to two (2) of such Properties (each a “Material Casualty Excluded Property” and collectively, the “Material Casualty Excluded Properties”) prior to the Closing Date by delivering a written notice (a “Notice of Material Casualty Exclusion”) to Sellers of Purchaser’s election to exclude a Material Casualty Excluded Property. In the event Purchaser timely delivers a Notice of Material Casualty Exclusion pursuant to the immediately preceding sentence, then the Purchase Price shall be adjusted to account for the exclusion of such Material Casualty Excluded Property or Material Casualty Excluded Properties by deducting the amount of the Purchase Price allocated to such Properties on [Schedule I] and neither party shall have any further rights or obligations hereunder with respect to such Material Casualty Excluded Property or Material Casualty Excluded Properties, except for the obligations expressly deemed, pursuant to the terms and provisions of this Agreement, to survive the termination of this Agreement.

In the event that Purchaser timely delivers a Notice of Material Casualty Exclusion for more than two (2) Material Casualty Excluded Properties, Sellers may, in Sellers’ sole discretion, either agree to such additional exclusions (in which event the Purchase Price shall be adjusted to account for the exclusion of such Material Casualty Excluded Property or Material Casualty Excluded Properties by deducting the amount of the Purchase Price allocated to such Properties on [Schedule I] and neither party shall have any further rights or obligations hereunder with respect to such Material Casualty Excluded Property or Material Casualty Excluded Properties, except for the obligations expressly deemed, pursuant to the terms and provisions of this Agreement, to survive the termination of this Agreement) or terminate this Agreement, and in the event of such termination # Sellers shall cause Escrowee to refund immediately the Earnest Money Deposit to Purchaser, # Purchaser shall be entitled to reimbursement from Sellers for all Purchaser’s Costs and Expenses within two (2) business days after written request therefor by Purchaser, and # neither party shall have any further obligations to the other party hereunder, except for the obligations which are expressly deemed to survive such termination pursuant to the terms hereof.