Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election). Upon any such termination, the Earnest Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not elect to terminate this Agreement within said 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies as well as the amount of any uninsured loss. For the purposes of this Agreement, "Material Damage" and "Materially Damaged" means damage which, in Seller's reasonable estimation, exceeds $250,000.00 to repair.

. In the event of a “major” loss or damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the Earnest Money shall be returned to Purchaser. If Purchaser has not elected to terminate this Agreement within ten (10) days after Seller has sent Purchaser written notice of the occurrence of major loss or damage, then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller’s option, either # perform any necessary repairs at Seller’s expense, or # assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. If Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the Closing Date shall be extended for a period not to exceed fifteen (15) business days in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy(ies); provided however, if the amount of the deductible is a permitted operating expense under the Leases that may be passed-through to the tenants under the Leases, Purchaser will remit to Seller the amount of the deductible if and when collected by Purchaser under the Leases. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Material Damage. In the event of any Material Damage (as defined below) to or destruction of any one or more of the Properties or any portion thereof prior to Closing, Purchaser may elect to remove such Property from this Agreement by giving notice of the same to Seller within ten (10) business days after the date Seller delivers the Casualty Notice to Purchaser and the parties shall proceed to a Partial Closing (as defined below) without such Property, and as of Closing the Purchase Price shall be reduced by the Allocated Purchase Price for such Property. For the purposes of this Agreement, “Material Damage” or “Materially Damaged” means damage in excess of $1,000,000 for such Property. In the event Purchaser elects to pursue closing on such Property, then as a condition thereof, Seller shall assign any and all rights to insurance proceeds to Purchaser and Seller shall have delivered confirmation and acknowledgment by the carrier that such casualty is covered and that the proceeds will be paid to Purchaser. In addition, Seller shall credit Purchaser with any deductible on such policy.

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

terminate this Agreement and the Earnest Money shall be immediately returned to Purchaser, or # proceed under this Agreement, receive any insurance proceeds due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Purchaser elects # above and to proceed to Closing, Purchaser may extend the Closing Date for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller agrees to cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Property is not materially damaged, then Purchaser shall not have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or if repairs cannot be completed before the Closing, credit Purchaser at Closing for the reasonable cost to complete the repair. “Material damage” and “Materially damaged” means damage # reasonably exceeding ten percent (10%) of the Purchase Price to repair, or # which, would permit the Tenant to terminate the Lease.

Casualty; Condemnation. If all or any part of the Property is substantially damaged by fire, casualty, the elements, or any other cause, Seller immediately shall give written notice to Buyer, and Buyer shall have the right to terminate this Agreement by giving written notice within thirty (30) days after Buyer receives written notice from Seller of the same, in which case the Earnest Money shall be returned to Buyer. If Buyer shall fail to give notice of termination, then the parties shall proceed to Closing and Seller shall assign to Buyer all of Seller’s rights to insurance proceeds resulting from such event. If eminent domain proceedings are threatened or commenced against all or any part of the Property, Seller immediately shall give written notice to Buyer, and Buyer shall have the right to terminate this Agreement by giving written notice within thirty (30) days after Buyer receives written notice from Seller of the same, in which case the Earnest Money shall be returned to Buyer. If Buyer shall fail to give notice of termination, then the parties shall proceed to Closing and Seller shall assign to Buyer all of Seller’s rights to appear in and receive any award from such proceedings.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property suffers any damage equal to or in excess of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) prior to the Closing from fire or other casualty, Purchaser may on or before 30 days after Purchaser’s receipt of notice thereof either # terminate this Agreement, in which event the Earnest Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further right or obligation hereunder, other than the Surviving Obligations (provided, however, that Purchaser shall not be entitled to terminate this Agreement or obtain a refund of the Earnest Money if, within 15 days of the date the Property is damaged, Seller shall be able to demonstrate reasonably to Purchaser that Seller can repair such damage and proceed with construction of the Improvements so that Completion of the Work occurs prior to the Outside Completion Date, or # consummate the Closing, in which latter event all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the sum of # Seller’s deductible under its insurance policy and # the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price. If the Property suffers any damage less than Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) prior to the Closing, Purchaser will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, plus receive a credit against the Purchase Price in an amount equal to the sum of # Seller’s deductible under its insurance policy and # the amount of any uninsured or underinsured loss, and there shall be no other reduction in the Purchase Price.

Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of Seven Hundred Fifty Thousand and no/100 Dollars ($750,000) prior to the Closing from fire or other casualty, Seller shall promptly provide Buyer with written notice thereof and Buyer may either at or prior to Closing # terminate this Agreement by notice to Seller and Escrow Agent, in which event the Earnest Money shall be promptly refunded to Buyer, and neither party shall have any further right or obligation hereunder, other than any obligations expressly surviving the termination hereof, or # consummate the Closing, receive any insurance proceeds covering such damage, and including any and all rent loss insurance proceeds relating to the period from and after the Closing Date, and Buyer shall receive a credit against the Purchase Price in an amount equal to the sum of # Seller’s deductible under its insurance policy and # the amount of any uninsured loss. If the Property, or any part thereof, suffers any damage equal to less than Seven Hundred Fifty Thousand and no/100 Dollars ($750,000) prior to the Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage, including any and all rent loss insurance proceeds relating to the period from and after the Closing Date (plus receive a credit against the Purchase Price in an amount equal to the sum of # Seller’s deductible under its insurance policy and # the amount of any uninsured loss) and there shall be no other reduction in the Purchase Price.

In the event of any material damage or destruction to the Property or any portion thereof, Seller may, at its option, by notice to Purchaser given within the same time periods set forth above: # terminate this Agreement, whereupon Escrow Agent shall immediately return the Earnest Money to Purchaser, or # proceed to close under this Agreement, in which event Seller shall comply with its obligations relating to insurance proceeds as set forth above. If Seller fails to deliver to Purchaser notice of its election within the period set forth above, Seller will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence.

Notwithstanding the provisions of Section 10.2(a), if, on or before the Closing Date, the Property or any portion thereof shall be # damaged or destroyed by a Material Casualty or # subject to a Material Condemnation, Buyer shall have the right, exercised by written notice to Seller no more than seven (7) days after Buyer has received notice of such Material Casualty or Material Condemnation, to terminate this Agreement, in which event the Earnest Money shall be returned to Buyer and neither party hereto shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement. If Buyer fails to timely terminate this Agreement in accordance with this Section 10.2(c), the provisions of Section 10.2(a) shall apply. The Closing Date shall be extended, if necessary, to provide each party with the benefit of the full time periods set forth in this Section 10.2.