Common use of Casualty or Condemnation Clause in Contracts

Casualty or Condemnation. If, during the Term, the Facility is (a) totally destroyed by fire or other casualty or there is a Condemnation or (b) partially destroyed by fire or other casualty or there is a partial Condemnation and as a result the Facility is Unsuitable for Use, either Manager or SNH TRS may terminate this Agreement by sixty (60) days written notice to the other and SNH TRS and/or Owner shall be entitled to retain the insurance proceeds or Condemnation award, as the case may be. If, as a result of partial destruction or partial Condemnation, the Facility is not rendered Unsuitable for Use, SNH TRS shall (or shall cause the Owner to) make the insurance proceeds or award received by SNH TRS and/or Owner available to Manager as necessary to repair or restore the destroyed or untaken portion of the Facility to the same condition as existed previously, provided Manager shall have the right to discontinue operating all or a portion of the Facility pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the Facility. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS and/or Owner, SNH TRS shall (or shall cause the Owner to) make available the funds necessary to permit the Facility or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS and Owner setting forth in reasonable detail the nature of such deficiency, and SNH TRS and Owner shall promptly advise Manager whether SNH TRS and/or Owner will fund the deficiency. If neither SNH TRS nor Owner elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRS. Any obligation of SNH TRS and/or Owner to make funds available to Manager to repair or restore the Facility is subject to the requirements of any Mortgage. Notwithstanding any provisions of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve (12) months of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to the date that is nine (9) months prior to the end of the Term (including any renewal), the provisions of this Section 10.05 shall apply as if the Facility had been rendered Unsuitable for Use.

Casualty or Condemnation. If, during the Term, the Licensed Facility is (a) totally destroyed by fire or other casualty or there is a Condemnation or (b) partially destroyed by fire or other casualty or there is a partial Condemnation and as a result the Licensed Facility is Unsuitable for Use, either Manager or SNH TRS Licensee may terminate this Agreement by sixty (60) days written notice to the other and SNH TRS Licensee and/or Owner Landlord shall be entitled to retain the insurance proceeds or Condemnation award, as the case may be. If, as a result of partial destruction or partial Condemnation, the Licensed Facility is not rendered Unsuitable for Use, SNH TRS Licensee shall (or shall cause the Owner Landlord to) make the insurance proceeds or award received by SNH TRS Licensee and/or Owner Landlord available to Manager as necessary to repair or restore the destroyed or untaken portion of the Licensed Facility to the same condition as existed previously, provided Manager shall have the right to discontinue operating all or a portion of the Licensed Facility pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the Licensed Facility. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS Licensee and/or OwnerLandlord, SNH TRS Licensee shall (or shall cause the Owner Landlord to) make available the funds necessary to permit the Licensed Facility or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS Licensee and Owner Landlord setting forth in reasonable detail the nature of such deficiency, and SNH TRS Licensee and Owner Landlord shall promptly advise Manager whether SNH TRS Licensee and/or Owner Landlord will fund the deficiency. If neither SNH TRS Licensee nor Owner Landlord elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRSLicensee. Any obligation of SNH TRS Licensee and/or Owner Landlord to make funds available to Manager to repair or restore the Licensed Facility is subject to the requirements of any Mortgage. Notwithstanding any provisions of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve (12) months of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to the date that is nine (9) months prior to the end of the Term (including any renewal), the provisions of this Section 10.05 shall apply as if the Licensed Facility had been rendered Unsuitable for Use.

Casualty or Condemnation. If, during the Term, the Facility Community is (a) totally destroyed by fire or other casualty or there is a Condemnation or or, (b) partially destroyed by fire or other casualty or there is a partial Condemnation and as a result the Facility Community is Unsuitable for Use, either Manager or SNH TRS Owner may terminate this Agreement by sixty (60) days written notice to the other and SNH TRS and/or Owner shall be entitled to retain the insurance proceeds or Condemnation award, as the case may be. If, as a result of partial destruction or partial Condemnation, the Facility Community is not rendered Unsuitable for Use, SNH TRS Owner shall (or shall cause the Owner to) make the insurance proceeds or award received by SNH TRS and/or Owner available to Manager as necessary to repair or restore the destroyed or untaken portion of the Facility Community to the same condition as existed previously, provided Manager shall have the right to discontinue operating all or a portion of the Facility Community pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the FacilityCommunity. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS and/or Owner, SNH TRS Owner shall (or shall cause the Owner to) make available the funds necessary to permit the Facility Community or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS and Owner setting forth in reasonable detail the nature of such deficiency, and SNH TRS and Owner shall promptly advise Manager whether SNH TRS and/or Owner will fund the deficiency. If neither SNH TRS nor Owner does not elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRSOwner. Any obligation of SNH TRS and/or Owner to make funds available to Manager to repair or restore the Facility Community is subject to the requirements of any Mortgage. Notwithstanding any provisions of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve (12) months of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to the date that is nine (9) months prior to the end of the Term (including any renewal), the provisions of this Section 10.05 shall apply as if the Facility Community had been rendered Unsuitable for Use.

Casualty or Condemnation. If, during the Term, the Facility is (a) totally destroyed by fire or other casualty or there is a Condemnation or (b) partially destroyed by fire or other casualty or there is a partial Condemnation and as a result the Facility is Unsuitable for Use, either Manager or SNH TRS may terminate this Agreement by sixty (60) days written notice to the other and SNH TRS and/or Owner shall be entitled to retain the insurance proceeds or Condemnation award, as the case may be. If, as a result of partial destruction or partial Condemnation, the Facility is not rendered Unsuitable for Use, SNH TRS shall (or shall cause the Owner to) make the insurance proceeds or award received by SNH TRS and/or Owner available to Manager as necessary to repair or restore the destroyed or untaken portion of the Facility to the same condition as existed previously, provided Manager shall have the right to discontinue operating all or a portion of the Facility pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the Facility. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS and/or Owner, SNH TRS shall (or shall cause the Owner to) make available the funds necessary to permit the Facility or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS and Owner setting forth in reasonable detail the nature of such deficiency, and SNH TRS and Owner shall promptly advise Manager whether SNH TRS and/or Owner will fund the deficiency. If neither SNH TRS nor Owner elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRS. Any obligation of SNH TRS and/or Owner to make funds available to Manager to repair or restore the Facility is subject to the requirements of any Mortgage. Notwithstanding any provisions of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve (12) months of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to the date that is nine (9) months prior to the end of the Term (including any renewal), the provisions of this Section 10.05 shall apply as if the Facility had been rendered Unsuitable for Use.

Casualty or Condemnation. In the event a material portion of the premises is taken by reason of condemnation and Subtenant, in its reasonable discretion, determines that the remaining portion of the premises is not suitable for the conduct of its business, then Subtenant may terminate this Sublease by giving notice of termination to Sublessor within thirty (30) days after the effective date of the taking by condemnation. If, during however, Subtenant determines that the Termremaining portion of the premises would be suitable for the conduct of Subtenant's business, then this Sublease shall continue, but the Facility is amount of rental shall be reduced in proportion to the reduced useability of the remaining portion of the premises. Subtenant shall not be entitled to receive condemnation proceeds relating to any such taking of the premises or any portion thereof. This Sublease shall not be terminated in the event of any casualty to the premises and no such casualty shall result in any abatement in the rent due under this Sublease. If the facts and circumstances shall exist and occur that would give Sublessor the right to elect to terminate the Prime Lease by reason of condemnation of the premises or damage thereto, if and as provided under the Prime Lease, then the following provisions shall be applicable: (a) totally destroyed by fire or other casualty or there is a Condemnation or (b) partially destroyed by fire or other casualty or there is a partial Condemnation and as a result the Facility is Unsuitable for Use, either Manager or SNH TRS may terminate this Agreement by sixty (60) days written notice to the other and SNH TRS and/or Owner shall be entitled to retain the insurance proceeds or Condemnation award, as the case may be. If, If as a result of partial destruction the forgoing Subtenant desires to terminate this Sublease, then Sublessor agrees that it will either terminate the Prime Lease and this Sublease or partial Condemnation, terminate just this Sublease (thereby retaining unto Sublessor its rights under the Facility is not rendered Unsuitable Prime Lease for Use, SNH TRS shall its own purposes) ; and (or shall cause the Owner tob) make the insurance proceeds or award received If by SNH TRS and/or Owner available to Manager as necessary to repair or restore the destroyed or untaken portion reason of the Facility foregoing Subtenant does not want to the same condition as existed previouslyterminate this Sublease, provided Manager Sublessor shall still have the right to discontinue operating all terminate the Prime Lease and/or this Sublease, but Sublessor agrees not to elect to so terminate the Prime Lease and/or this Sublease provided (i) Subtenant pays any costs and fees required in connection with the repair, restoration or a portion reconstruction of any improvements on the premises that would not be covered by the terms of the Facility pending completion Prime Lease and (ii) Subtenant agrees to pay any rental or other fees that Sublessor would otherwise remain responsible to pay under the Prime Lease for the remainder of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the Facility. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS and/or Owner, SNH TRS shall (or shall cause the Owner to) make available the funds necessary to permit the Facility or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS and Owner setting forth in reasonable detail the nature of such deficiency, and SNH TRS and Owner shall promptly advise Manager whether SNH TRS and/or Owner will fund the deficiency. If neither SNH TRS nor Owner elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRS. Any obligation of SNH TRS and/or Owner to make funds available to Manager to repair or restore the Facility is subject to the requirements of any Mortgage. Notwithstanding any provisions term of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve (12) months of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to the date that is nine (9) months prior to the end of the Term (including any renewal), the provisions of this Section 10.05 shall apply as if the Facility had been rendered Unsuitable for UseSublease.

Casualty or Condemnation. If, during before the TermClosing Date, the Facility improvements on the Real Property are damaged by any casualty and such damage is “material,” as hereinafter defined, Buyer shall have the right, by giving notice to Seller within thirty (a30) totally destroyed by fire or other days after Seller gives written notice of the cost to repair the casualty or there is a Condemnation to Buyer, to terminate this Agreement, in which event the Deposit, less the Independent Contract Consideration, shall be returned to Buyer, and this Agreement shall be null and void and of no further force and effect whatsoever, except for the terms of this Agreement which expressly survive termination. If Buyer does not elect to terminate this Agreement within thirty (30) days after Seller sends Buyer written notice of the cost to repair the material damage, then Buyer shall be deemed to have elected to proceed with Closing, in which event upon the mutual agreement of the parties Seller will either (i) perform any necessary repairs at Seller’s expense, or (bii) partially destroyed assign to Buyer all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any 1) perform any necessary repairs at Seller’s expense, or (. 2) assign to Buyer all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any property insurance policies relating to the improvements in question; provided, however, that if the parties are unable to reach mutual agreement within ten (10) days after Seller gives Buyer notice of such casualty, the parties conclusively will be deemed to have elected to proceed pursuant to clause (.2) above. If the parties elect to assign a property insurance claim to Buyer, the Purchase Price shall be reduced by fire an amount equal to the uninsured damage, including the deductible under Seller’s insurance policy. Seller shall give notice to Buyer promptly after the occurrence of any damage to the improvements on the Real Property by any casualty. If necessary, the Closing Date shall be postponed until Seller has given the notice to Buyer required by this Section 13 and the initial period of thirty (30) days described in this Section 13 for Buyer to elect to terminate this Agreement has expired. In the event that Seller and Buyer agree for Seller to perform repairs upon the improvements, Seller shall use its commercially reasonable efforts to complete such repairs promptly and the Closing Date shall be extended a reasonable time in order to allow for the completion of such repairs. If, before the Closing Date, action is initiated to take all or other casualty any portion of the Real Property by eminent domain proceedings or there is a partial Condemnation and as a result the Facility is Unsuitable for Useby deed in lieu thereof, Seller shall notify Buyer thereof in writing. Thereafter, Buyer may either Manager or SNH TRS may (i) terminate this Agreement by sixty (60) days delivering written notice to Seller within thirty (30) days after receipt of Seller’s notice, in which event the other and SNH TRS and/or Owner Deposit, less the Independent Contract Consideration, shall be entitled returned to retain Buyer, and this Agreement shall be null and void and of no further force and effect whatsoever, except for the insurance proceeds terms of this Agreement which expressly survive termination, or Condemnation award(ii) consummate the Closing, as in which event Seller shall assign any award payable by the case may becondemning authority on account thereof to Buyer and the transactions contemplated hereunder will be consummated without reduction in the Purchase Price. If, as a result of partial destruction or partial CondemnationIf necessary, the Facility is not rendered Unsuitable for Use, SNH TRS Closing Date shall (or shall cause be postponed until Seller has given the Owner to) make the insurance proceeds or award received by SNH TRS and/or Owner available to Manager as necessary to repair or restore the destroyed or untaken portion of the Facility to the same condition as existed previously, provided Manager shall have the right to discontinue operating all or a portion of the Facility pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the Facility. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS and/or Owner, SNH TRS shall (or shall cause the Owner to) make available the funds necessary to permit the Facility or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS Buyer required by this paragraph and Owner setting forth the initial period of thirty (30) days described in reasonable detail the nature of such deficiency, and SNH TRS and Owner shall promptly advise Manager whether SNH TRS and/or Owner will fund the deficiency. If neither SNH TRS nor Owner this paragraph for Buyer to elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRS. Any obligation of SNH TRS and/or Owner to make funds available to Manager to repair or restore the Facility is subject to the requirements of any Mortgage. Notwithstanding any provisions of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve (12) months of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to the date that is nine (9) months prior to the end of the Term (including any renewal), the provisions of this Section 10.05 shall apply as if the Facility had been rendered Unsuitable for Usehas expired.

Casualty or Condemnation. If, during the Term, the Facility is (a) totally destroyed by fire If a Casualty or Condemnation occurs, or Lessee receives notice of a Condemnation, Lessee shall give prompt written notice thereof to Lessor and Administrative Agent. In no event shall a Casualty or Condemnation affect Lessee’s obligations to pay Rent, to perform its obligations under this Lease or the other casualty Operative Documents, or there is a Condemnation to pay any amounts due on the Scheduled Termination Date or otherwise pursuant to this Lease. (b) partially destroyed by fire If a Significant Casualty or other casualty or there is a partial Significant Condemnation occurs and as a result the Facility is Unsuitable for Use, either Manager or SNH TRS may Lessee elects to terminate this Agreement by sixty Lease under Section 10.4, then the procedures of Section 10.4 shall apply. (60c) days written notice If (i) a Casualty or Condemnation occurs, other than a Significant Casualty or Significant Condemnation, or (ii) a Significant Casualty or a Significant Condemnation occurs and Lessee does not elect to terminate this Lease in accordance with Section 10.4, then (A) as soon as practicable after such occurrence, Lessee shall repair, restore, or modify the Leased Property (or cause the Leased Property to be repaired, restored, or modified) to the other condition required to be maintained under this Lease so that the Fair Market Value and SNH TRS and/or Owner functional capability of such property is restored and is in all material respects at least equivalent to the Fair Market Value and functional capability of such item as in effect immediately prior to such occurrence; (B) any insurance proceeds relating to such Casualty shall be entitled paid to retain Lessee for the repair, restoration, or modification of the Leased Property affected by such Casualty, in accordance with clause (A) above, with any excess of such award or compensation being paid to Lessee so long as no Lease Default or Lease Event of Default shall have occurred and be continuing (and otherwise shall be applied in accordance with Section 3.2(d) of the Credit Agreement), provided that if any Lease Event of Default exists at the time the insurance proceeds are payable, such insurance proceeds shall be paid directly to Administrative Agent (or Condemnation awardif previously received by Lessee, shall be held in trust for Administrative Agent) and shall at the option of Administrative Agent be (1) paid to Lessee for the repair, restoration, or modification of the Leased Property or (2) applied to the Lease Balance; and (C) if the Leased Property has been damaged as the case may be. If, as a result of partial destruction or partial such Condemnation, any award or compensation relating to such Condemnation shall be paid to Lessee only to the Facility extent necessary to repair, restore, or modify the damage caused by such Condemnation in accordance with clause (A) above, with any excess of such award or compensation being paid to Lessee so long as no Lease Default or Lease Event of Default shall have occurred and be continuing (and otherwise shall be applied in accordance with Section 3.2(d) of the Credit Agreement), provided that if any Lease Event of Default exists at the time such award or compensation is not rendered Unsuitable for Usepayable, SNH TRS such award or compensation shall be paid directly to Administrative Agent (or shall cause the Owner to) make the insurance proceeds or award if previously received by SNH TRS and/or Owner available Lessee, shall be held in trust for Administrative Agent) and shall, at the option of Administrative Agent, be (1) applied to Manager as necessary repair, restore, or modify the damage caused by such Condemnation in accordance with clause (A) above, or (2) applied to repair or restore the destroyed or untaken portion Lease Balance in accordance with Section 3.2(d) of the Facility to the same condition as existed previously, provided Manager shall have the right to discontinue operating all Credit Agreement. (d) If a Casualty or a portion of the Facility pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the Facility. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS and/or Owner, SNH TRS shall (or shall cause the Owner to) make available the funds necessary to permit the Facility or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS and Owner setting forth in reasonable detail the nature of such deficiency, and SNH TRS and Owner shall promptly advise Manager whether SNH TRS and/or Owner will fund the deficiency. If neither SNH TRS nor Owner elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRS. Any obligation of SNH TRS and/or Owner to make funds available to Manager to repair or restore the Facility is subject to the requirements of any Mortgage. Notwithstanding any provisions of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve Basic Lease Term and it is determined by the independent architect for such project (12notice of which such architect shall promptly provide to Lessor and Administrative Agent) months that the applicable award, compensation or insurance proceeds are not sufficient to repair, restore, or modify the Leased Property in accordance with Section 10.1(c), Lessee shall pay the shortfall prior to any further payment to Lessee of such award or proceeds. (e) If the Leased Property is not repaired, restored, or modified within the Permitted Modification Period, as defined below, then, on the earlier of (i) the first Payment Date following the expiration of such period, and (ii) the Termination Date, Lessee shall pay to Administrative Agent, for the benefit of Lessor and the Participants, on such date an amount equal to the Lease Balance, plus, without duplication, all unpaid accrued Rent and all other amounts then payable by Lessee under this Lease. Upon receipt of such payment, Lessor shall comply with Section 14.5. As used in this Section 10.1, “Permitted Modification Period” means 120 days after the date of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to Casualty or Condemnation necessitating the repair, restoration, or modification of the Leased Property and, in the case of Section 10.1(c)(ii), 180 days after the date that is nine (9) months prior to the end of the Term (including any renewal), Significant Casualty or the provisions of this Section 10.05 shall apply as if the Facility had been rendered Unsuitable for UseSignificant Condemnation.

Casualty or Condemnation. If, during the Term, the Facility is (a) totally destroyed by fire If a Casualty or Condemnation occurs, or Lessee receives notice of a Condemnation, Lessee shall give prompt written notice thereof to Lessor. In no event shall a Casualty or Condemnation affect Lessee’s obligations to pay Rent, to perform its obligations under this Lease or the other casualty Operative Documents, or there is a Condemnation to pay any amounts due on the Scheduled Termination Date or otherwise pursuant to this Lease. (b) partially destroyed by fire If a Significant Casualty or other casualty or there is a partial Significant Condemnation occurs and as a result the Facility is Unsuitable for Use, either Manager or SNH TRS may Lessee elects to terminate this Agreement by sixty Lease under Section 10.4, then the procedures of Section 10.4 shall apply. (60c) days written notice If (i) a Casualty or Condemnation occurs, other than a Significant Casualty or Significant Condemnation, or (ii) a Significant Casualty or a Significant Condemnation occurs and Lessee does not elect to terminate this Lease in accordance with Section 10.4, then (A) as soon as practicable after such occurrence, Lessee shall repair, restore, or modify the Leased Property (or cause the Leased Property to be repaired, restored, or modified) to the other condition required to be maintained under this Lease so that the Fair Market Value and SNH TRS and/or Owner functional capability of such property is restored and is in all material respects at least equivalent to the Fair Market Value and functional capability of such item as in effect immediately prior to such occurrence; (B) any insurance proceeds relating to such Casualty shall be entitled paid to retain Lessee for the repair, restoration, or modification of the Leased Property affected by such Casualty, in accordance with clause (A) above, with any excess of such award or compensation being paid to Lessee so long as no Lease Default or Lease Event of Default shall have occurred and be continuing (and otherwise shall be applied in accordance with Section 18.2(d)), provided that if any Lease Event of Default exists at the time the insurance proceeds are payable, such insurance proceeds shall be paid directly to Lessor (or Condemnation awardif previously received by Lessee, shall be held in trust for Lessor) and shall at the option of Lessor be (1) paid to Lessee for the repair, restoration, or modification of the Leased Property or (2) applied to the Lease Balance; and (C) if the Leased Property has been damaged as the case may be. If, as a result of partial destruction or partial such Condemnation, any award or compensation relating to such Condemnation shall be paid to Lessee only to the Facility extent necessary to repair, restore, or modify the damage caused by such Condemnation in accordance with clause (A) above, with any excess of such award or compensation being paid to Lessee so long as no Lease Default or Lease Event of Default shall have occurred and be continuing (and otherwise shall be applied in accordance with Section 18.2(d)), provided that if any Lease Event of Default exists at the time such award or compensation is not rendered Unsuitable for Usepayable, SNH TRS such award or compensation shall be paid directly to Lessor (or shall cause the Owner to) make the insurance proceeds or award if previously received by SNH TRS and/or Owner available Lessee, shall be held in trust for Lessor) and shall, at the option of Lessor, be (1) applied to Manager as necessary to repair repair, restore, or restore modify the destroyed damage caused by such Condemnation in accordance with clause (A) above, or untaken portion of the Facility (2) applied to the same condition as existed previously, provided Manager shall have the right to discontinue operating all Lease Balance in accordance with Section 18.2(d). (d) If a Casualty or a portion of the Facility pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the Facility. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS and/or Owner, SNH TRS shall (or shall cause the Owner to) make available the funds necessary to permit the Facility or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS and Owner setting forth in reasonable detail the nature of such deficiency, and SNH TRS and Owner shall promptly advise Manager whether SNH TRS and/or Owner will fund the deficiency. If neither SNH TRS nor Owner elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRS. Any obligation of SNH TRS and/or Owner to make funds available to Manager to repair or restore the Facility is subject to the requirements of any Mortgage. Notwithstanding any provisions of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve Basic Lease Term and it is determined by the independent architect for such project (12notice of which such architect shall promptly provide to Lessor) months that the applicable award, compensation or insurance proceeds are not sufficient to repair, restore, or modify the Leased Property in accordance with Section 10.1(c), Lessee shall pay the shortfall prior to any further payment to Lessee of such award or proceeds. (e) If the Leased Property is not repaired, restored, or modified within the Permitted Modification Period, as defined below, then, on the earlier of (i) the first Payment Date following the expiration of such period, and (ii) the Termination Date, Lessee shall pay to Lessor on such date an amount equal to the Lease Balance, plus, without duplication, all unpaid accrued Rent and all other amounts then payable by Lessee under this Lease. Upon receipt of such payment, Lessor shall apply such payment in accordance with Section 18.2(b)(i)(B) and comply with Section 14.5. As used in this Section 10.1, “Permitted Modification Period” means 120 days after the date of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to Casualty or Condemnation necessitating the repair, restoration, or modification of the Leased Property and, in the case of Section 10.1(c)(ii), 180 days after the date that is nine (9) months prior to the end of the Term (including any renewal), Significant Casualty or the provisions of this Section 10.05 shall apply as if the Facility had been rendered Unsuitable for UseSignificant Condemnation.