If, prior to the Closing Date, the Property or any part thereof be destroyed or further damaged by fire, the elements, or any cause, due to events occurring subsequent to the date of this Agreement to the extent that the cost of repair exceeds $10,000.00, this Agreement shall become null and void, at Buyer's option exercised, if at all, by written notice to Seller within ten (10) days after Buyer has received written notice from Seller of said destruction or damage. Seller, however, shall have the right to adjust or settle any insured loss until # all contingencies set forth in Paragraph 6 hereof have been satisfied, or waived; and # any ten-day period provided for above in this [Subparagraph 16a] for Buyer to elect to terminate this Agreement has expired or Buyer has, by written notice to Seller, waived Buyer's right to terminate this Agreement. If Buyer elects to proceed and to consummate the purchase despite said damage or destruction, there shall be no reduction in or abatement of the Purchase Price, and Seller shall assign to Buyer the Seller's right, title, and interest in and to all insurance proceeds (pro-rata in relation to the Property) resulting from said damage or destruction to the extent that the same are payable with respect to damage to the Property, subject to rights of any Tenant of the Property.

In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): # terminate this Agreement, whereupon Escrow Agent shall immediately return the Earnest Money to Purchaser, or # proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive) any insurance proceeds due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects [clause (ii) above], Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. For purposes of this Agreement “material damage or destruction” shall mean all instances of damage or destruction that are not immaterial, as defined herein.

10.1Casualty. In the event the Property, or any portion thereof, suffers damage between the date hereof and the Closing Date, and the cost to repair or restore the damage is less than $100,000 as reasonably estimated by Seller, the parties shall proceed to closing and Seller shall, at its cost and expense, repair the damage, unless Seller and Purchaser enter into a written agreement allowing a credit against the Purchase Price in an amount mutually agreed upon by Seller and Purchaser. In the event Seller’s reasonable estimate of the cost to repair such damage exceeds $100,000, then either party shall have the right to terminate this Agreement. If Seller elects to terminate this Agreement, Purchaser shall have the right to reinstate this Agreement within a period of five (5) days from its receipt of Seller’s notice of termination, by closing title, paying the Purchase Price and receiving an assignment of any and all proceeds available or potentially available to Seller under any insurance policy or policies maintained by Seller, in which event Purchaser shall repair the damage at Purchaser’s sole cost and expense. If Purchaser does not reinstate this Agreement as aforesaid, then this Agreement shall be deemed terminated by virtue of Seller’s election, in which event the parties shall have no further obligation to each other, except as expressly provided herein.