Common use of Partial or Temporary Taking Clause in Contracts

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: (A) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (B) the Lessee shall have the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: : (Aa) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election under clause (a) or (b) and instead either (1) terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit bed capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking Subject to the rights of any Superior Mortgagee or Superior Lessor, and other parties having rights to condemnation proceeds, in the event of any taking of less than the whole of the Premises, which taking does not result in termination of this Lease, or in the event of a portion of the Leased Property, or if there is taking for a temporary Taking use or occupancy of all or a portion any part of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely toPremises, or which other partial taking of the Premises, that does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Usenot result in a termination of this Lease: (Aa) the Lessee shall have the right to restore the Leased PropertyLandlord, at its own expense, and provided that a condemnation award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Premises (other than those parts of the Premises that are Tenant's Property) to substantially their former condition, to the extent that the same is feasible (subject to those changes which Landlord reasonably deems desirable, and to building and other governmental codes and regulations) and so as to constitute a complete and tenantable Premises, and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the right under certain circumstances as provided for in Section 14.5 purpose, shall proceed with reasonable diligence to receive the net proceeds of an Award for reimbursement) repair Tenant's Property, to substantially its former condition, to the extent possiblefeasible, subject to substantially such reasonable changes as Landlord and Tenant shall agree upon, in writing. Such work by Tenant shall be deemed Alterations. Furthermore, in the same condition as existed immediately before event of a partial taking of the Premises that does not result in a termination of this Lease, the Base Rent due hereunder shall be reduced in a proportionate amount, based upon the proportion that the area that has been taken bears to the total area of the Premises. Such reduction shall be effective from the date on which the partial or temporary Taking or (B) taking occurs until the Lessee shall have date, if any, on which the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property partial taking terminates and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) Premises have been restored in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended UseLease.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: : (Aa) the if only rendered temporarily Unsuitable For Its Primary Intended Use, Lessee shall have the right to restore the Leased Property, at its own expense, expense (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) ), to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (Xx) the Meditrust Investment or (Yy) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property Lessor may overrule Lessee's election under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election or (b) and instead either (1) terminate this Lease (with no obligation on the part of Lessee to acquire the Leased Property as a result thereof) as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and if (X) such portion comprises more than thirty percent (30%) of the Leased Property or of the residential building(s) located thereon or (Y) possession thereof is to be surrendered within two years of the expiration of the Term or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Useeffect prior to the Taking. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.83.7, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking Subject to the rights of any Superior Mortgagee or Superior Lessor, and other parties having rights to condemnation proceeds, in the event of any taking of less than the whole of the Building and/or the Property, which taking does not result in termination of this Lease, or in the event of a portion of the Leased Property, or if there is taking for a temporary Taking use or occupancy of all or a portion any part of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely toPremises, or which other partial taking of the Premises, that does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Usenot result in a termination of this Lease: (Aa) the Lessee shall have the right to restore the Leased PropertyLandlord, at its own expense, and provided that a condemnation award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises that are Tenant's Property) to substantially their former condition, to the extent that the same is feasible (subject to those changes which Landlord reasonably deems desirable, and to building and other governmental codes and regulations) and so as to constitute a complete and tenantable Building and Premises, and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the right under certain circumstances as provided for in Section 14.5 purpose, shall proceed with reasonable diligence to receive the net proceeds of an Award for reimbursement) repair Tenant's Property, to substantially its former condition, to the extent possiblefeasible, subject to substantially such reasonable changes as Landlord and Tenant shall agree upon, in writing. Such work by Tenant shall be deemed Alterations. Furthermore, in the same condition as existed immediately before event of a partial taking of the Premises that does not result in a termination of this Lease, the Base Rent and Additional Rent due hereunder shall be reduced in a proportionate amount, based upon the proportion that the area that has been taken bears to the total area of the Premises. Such reduction shall be effective from the date on which the partial or temporary Taking or (B) taking occurs until the Lessee shall have date, if any, on which the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property partial taking terminates and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) Premises have been restored in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended UseLease.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy and (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: (Aa) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (Xx) the Meditrust Lessor's Investment or (Yy) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election under clause (a) or (b) and instead either (1) terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.83.7, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking In the event of a portion partial taking or a taking for temporary use that does not result in the termination or this Lease or any sublease or assignment of any interest thereunder, Lessee, or sublessee or assignee as the case may be, shall, with due diligence following the taking, commence all work to remedy any physical damage done to the improvements by such taking, to restore them for the continuation of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: (A) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (B) the Lessee shall have the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately use being made thereof prior to such partial taking and thereafter prosecute the same to completion with all due diligence. If Lessee, sublessee or temporary Taking assignee, jointly herein called “Lessee” does not commence to repair, alter, modify or reconstruct as above (herein called “repair”) within a reasonable time, not to exceed 180 days, the cost of such repair shall be deducted from Lessee’s share of the award and (II) in accordance with the terms and conditions set forth in Section 24.14paid to The Regents; in which event, this Lease shall terminate upon payment of the award to The Regents, shall not be deemed a waiver by The Regents of a default on the part of Lessee for not making such purchase price repair, and The Regents shall have all remedies available for such default. Lessee is relieved of the consummation of such acquisition. Notwithstanding duty to, but may repair, alter, modify or reconstruct the foregoing, improvements if a partial taking occurs during the final five (1) if the Taking occurs at a time when there is less than two (25) years remaining on of the Term term. The conditions for such relief are: 17.8.1 The work of repair, alteration, modification or reconstruction would constitute a “major” repair or alteration as defined in the provisions of this Lease relating to maintenance, repair and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as alteration of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within improvements; 17.8.2 Within thirty (30) days after Lessee receives notice of intended taking, Lessee gives The Regents notice of election to claim the Lessor receives relief described in this provision; 17.8.3 Lessee complies with all conditions described as conditions in the Lessee's Election Notice. If, as the result provisions of any such partial or temporary Taking, this Lease is not terminated as provided aboverelating to damage or destruction during the final years of the term. If the conditions described in this provision are met, the Lessee award shall be entitled apportioned as for a substantial taking, applying the requirements of this provision relating to an abatement Lessee’s obligations; provided Lessee’s right, title and interest in the land, improvements and leasehold estate shall continue until the taking is completed by deed, contract or final order of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Usecondemnation.

Partial or Temporary Taking. If there is a Permanent permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: , (Aa) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 14.4 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (Xx) the Meditrust Lessor's Investment or (Yy) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election under clause (a) or (b) and instead either (1) terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking Subject to the rights of any Superior Mortgagee or Superior Lessor, and other parties having rights to condemnation proceeds, in the event of any taking of less than the whole of the Property, which taking does not result in termination of this Lease, or in the event of a portion of the Leased Property, or if there is taking for a temporary Taking use or occupancy of all or a portion any part of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely toPremises, or which other partial taking of the Premises, that does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Usenot result in a termination of this Lease: (Aa) the Lessee shall have the right to restore the Leased PropertyLandlord, at its own expense, and provided that a condemnation award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Property and the Premises (other than those parts of the Premises that are Tenant's Property) to substantially their former condition, to the extent that the same is feasible (subject to those changes which Landlord reasonably deems desirable, and to building and other governmental codes and regulations) and so as to constitute a complete and tenantable Property and Premises, and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the right under certain circumstances as provided for in Section 14.5 purpose, shall proceed with reasonable diligence to receive the net proceeds of an Award for reimbursement) repair Tenant's Property, to substantially its former condition, to the extent possiblefeasible, subject to substantially such reasonable changes as Landlord and Tenant shall agree upon, in writing. Such work by Tenant shall be deemed Alterations. Furthermore, in the same condition as existed immediately before event of a partial taking of the Premises that does not result in a termination of this Lease, the Base Rent and Additional Rent due hereunder shall be reduced in a proportionate amount, based upon the proportion that the area that has been taken bears to the total area of the Premises. Such reduction shall be effective from the date on which the partial or temporary Taking or (B) taking occurs until the Lessee shall have date, if any, on which the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property partial taking terminates and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) Premises have been restored in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended UseLease.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: (A) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (B) the Lessee shall have the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.result

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: : (Aa) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (Xx) the Meditrust Lessor's Investment or (Yy) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election under clause (a) or (b) and instead either (1) terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.83.7, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking Subject to the rights of any ---------------------------- Superior Mortgagee or Superior Lessor, and other parties having rights to condemnation proceeds, in the event of any taking of less than the whole of the Premises, which taking does not result in termination of this Lease, or in the event of a portion of the Leased Property, or if there is taking for a temporary Taking use or occupancy of all or a portion any part of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely toPremises, or which other partial taking of the Premises, that does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Usenot result in a termination of this Lease: (Aa) the Lessee shall have the right to restore the Leased PropertyLandlord, at its own expense, and provided that a condemnation award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Premises (other than those parts of the Premises that are Tenant's Property) to substantially their former condition, to the extent that the same is feasible (subject to those changes which Landlord reasonably deems desirable, and to building and other governmental codes and regulations) and so as to constitute a complete and tenantable Premises, and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the right under certain circumstances as provided for in Section 14.5 purpose, shall proceed with reasonable diligence to receive the net proceeds of an Award for reimbursement) repair Tenant's Property, to substantially its former condition, to the extent possiblefeasible, subject to substantially such reasonable changes as Landlord and Tenant shall agree upon, in writing. Such work by Tenant shall be deemed Alterations. Furthermore, in the same condition as existed immediately before event of a partial taking of the Premises that does not result in a termination of this Lease, the Base Rent due hereunder shall be reduced in a proportionate amount, based upon the proportion that the area that has been taken bears to the total area of the Premises. Such reduction shall be effective from the date on which the partial or temporary Taking or (B) taking occurs until the Lessee shall have date, if any, on which the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property partial taking terminates and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) Premises have been restored in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended UseLease.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two three hundred and seventy sixty-five (270365) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: : (Aa) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking Taking, (ii) upon the assumption by the Lessee of all of the Lessor's obligations under all of the documents evidencing any applicable Fee Mortgage Loan (including, without limitation, if applicable, the HUD Financing Documents), together with a full release (in form and substance acceptable to the Lessor) of the Lessor from all obligations thereunder, but the provisions of this clause (ii) shall apply only in the event that the Lessee has elected to assume the obligations under any Fee Mortgage Loan and (IIiii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, (x) the Lessor shall assign to the Lessee all of the Lessor's right, title and interest in the amounts, if any, then held in escrow by any applicable Fee Mortgagee (including, without limitation, if applicable, any amounts held in the HUD Escrow Accounts) if the Lessee has elected to assume the obligations under the applicable Fee Mortgage Loan and (y) this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election under clause (a) or (b) and instead either (1) terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.83.6, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy 91 (270a) days. If, however, the Leased Property is thereby so if only rendered permanently or temporarily Unsuitable For Its Primary Intended Use: (A) the , Lessee shall have the right to restore the Leased Property, at its own expense, expense (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) ), to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (Xx) the Meditrust Investment or (Yy) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property Lessor may overrule Lessee's election under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election or (b) and instead either (1) terminate this Lease (with no obligation on the part of Lessee to acquire the Leased Property as a result thereof as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and if (X) such portion comprises more than thirty percent (30%) of the Leased Property or of the residential building(s) located thereon or (if possession thereof is to be surrendered within two years of the expiration of the Term or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Useeffect prior to the Taking. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (606o) days after the Lessee receives notice of the Taking. The Lessor .Lessor shall exercise its option to overrule the . Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.83.7, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: : (Aa) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election under clause (a) or (b) and instead either (1) terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or or, from and after the Conversion Date, temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two three hundred and seventy sixty-five (270365) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: : (Aa) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (Xx) the Meditrust Investment or (Yy) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property Lessor may overrule Lessee's election under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election or (b) and instead either (1) terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit bed capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.83.7, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.

Partial or Temporary Taking. If there is a Permanent Taking of during the initial Term: (i) a portion of the Leased PropertyPremises shall be subject to a Taking, which Taking is not sufficient to qualify as a complete or significant Taking pursuant to Section 16.2 above, or if there is a temporary Taking of all (ii) the use or a portion occupancy of the Leased Property, Premises or any part thereof shall be temporarily taken by any governmental authority; then this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: (A) the Lessee shall have the right to restore the Leased Property, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (B) the Lessee shall have the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease continue in full force and effect and to restore the Leased Property as provided in clause (a) abovewithout abatement or reduction of Base Rent, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 Additional Rent, or other sums payable by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. IfTenant hereunder, as the result of any notwithstanding such partial or temporary Taking. Tenant shall, this Lease is not terminated as provided abovepromptly after any such partial Taking, at its sole expense, repair any damage caused thereby in conformity with the requirements of Section 11 hereof, so that, thereafter, the Lessee Premises shall be, as nearly as possible, in a condition as good as the condition thereof immediately prior to such Taking. In the event of any such partial Taking, Landlord shall make the Net Award (as defined below) available to Tenant to make such repair, but if such Net Award shall be in excess of $100,000.00, only against certificates of Tenant delivered to Landlord from time to time as such work or repair for which Tenant is requesting payment pursuant to the procedures set forth in Section 14.8 above. Any Net Award remaining after such repairs have been made shall be delivered to Tenant; but only to the extent that the aggregate amount of such Net Award so remaining and all amounts previously paid to Tenant pursuant to this sentence do not exceed $100,000.00. If such amounts exceed $100,000.00, the excess may be retained by Landlord and applied in reduction of the principal amount of the indebtedness secured by a Mortgage then outstanding at Landlord's sole option. If Landlord retains any such amount, the Base Rent payable on or after the second Base Rent payment date occurring after such retention shall be reduced equitably but in no event shall the Base Rent be reduced lower than the monthly payments due under any Mortgage. In the event of a temporary Taking, Tenant shall be entitled to an abatement receive the entire Net Award payable by reason of Rent, but only such temporary Taking or portion of such temporary Taking which relates to any period occurring during the extent, if any, provided for in Term hereof. If the cost of any repairs required to be made by Tenant pursuant to this Section 3.8, effective as shall exceed the amount of the date upon which Net Award, the Leased Property is rendered Unsuitable For Its Primary Intended Usedeficiency shall be paid by Tenant. No payments shall be made to Tenant pursuant to this Section if any uncured default or Event of Default shall have happened and shall be continuing under this Lease.

Partial or Temporary Taking. If there is a Permanent Taking Subject to the rights of any Superior Mortgagee or Superior Lessor, and other parties having rights to condemnation proceeds, in the event of any taking of less than the whole of the Premises, which taking does not result in termination of this Lease, or in the event of a portion of the Leased Property, or if there is taking for a temporary Taking use or occupancy of all or a portion any part of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely toPremises, or other partial taking of the Premises, that does not result in a termination of this Lease: (a) Landlord, at its expense, shall proceed with reasonable diligence to repair the remaining parts of the Premises (other than those parts of the Premises that are Tenant's Property) to substantially their former condition, to the extent that the same is feasible (subject to those changes which does notLandlord reasonably deems desirable, exceed two hundred and seventy (270to building and other governmental codes and regulations) days. Ifand so as to constitute a complete and tenantable Premises; provided, however, that if a condemnation award is not sufficient to pay for such repairs, Landlord may, in its sole and absolute discretion, terminate this Lease or perform such repairs to the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: extent of such condemnation award, and (Ab) the Lessee shall have the right to restore the Leased PropertyTenant, at its own expense, (subject and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to the right under certain circumstances as provided for in Section 14.5 repair Tenant's Property, to receive the net proceeds of an Award for reimbursement) substantially its former condition, to the extent possiblefeasible, subject to substantially such reasonable changes as Landlord and Tenant shall agree upon, in writing. Furthermore, in the same condition as existed immediately before the event of a partial or temporary Taking or (B) taking of the Lessee Premises that does not result in a termination of this Lease, the Base Rent due hereunder shall have be reduced in a proportionate amount, based upon the right proportion that the area that has been taken bears to acquire the Leased Property total area of the Premises. Such reduction shall be effective from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Usepartial taking occurs.

Partial or Temporary Taking. If there is a Permanent Taking Subject to the rights of any Superior Mortgagee or Superior Lessor, and other parties having rights to condemnation proceeds, in the event of any taking of less than the whole of the Premises, which taking does not result in termination of this Lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Premises, or other partial taking of the Premises, that in any such case does not result in a termination of this Lease: (a) Landlord, at its expense, and to the extent that a condemnation award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Premises (inclusive of that portion of the Leased PropertyPremises that represents Tenant Funded Improvements, or if there is a temporary Taking of all or a portion but other than those parts of the Leased PropertyPremises that are Tenant's Property and Tenant's Improvements that Tenant is entitled to remove) to substantially their former condition, this Lease shall remain in effect to the extent that the same is feasible (subject to those changes which Landlord reasonably deems desirable and Tenant reasonably accepts, and to building and other governmental codes and regulations) and so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for to constitute a period not likely tocomplete and tenantable Premises, or which does not, exceed two hundred and seventy (270b) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: (A) the Lessee shall have the right to restore the Leased PropertyTenant, at its own expense, (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) and to the extent possibleany award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair Tenant's Property and Tenant's Improvements, to substantially its former condition, to the same condition extent feasible, subject to such reasonable changes as existed immediately before Landlord and Xxxxxx shall agree upon, in writing. Such work by Tenant shall be deemed Alterations (the approval for which Alterations shall not be unreasonably withheld by Landlord). Furthermore, in the event of a partial taking of the Premises that does not result in a termination of this Lease, the Net Base Rent due hereunder shall be reduced in a proportionate amount, based upon the proportion that the area that has been taken bears to the total area of the Premises. Such reduction shall be effective from the date on which the partial or temporary Taking or (B) taking occurs until the Lessee shall have date, if any, on which the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property partial taking terminates and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) Premises have been restored in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended UseLease.

Partial or Temporary Taking. If there is a Permanent Taking of a portion of the Leased Property, or if there is a temporary Taking of all or a portion of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or which does not, exceed two hundred and seventy (270) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: : (Aa) the if only rendered temporarily Unsuitable For Its Primary Intended Use, Lessee shall have the right to restore the Leased Property, at its own expense, expense (subject to the right under certain circumstances as provided for in Section 14.5 to receive the net proceeds of an Award for reimbursement) ), to the extent possible, to substantially the same condition as existed immediately before the partial or temporary Taking or (Bb) the Lessee shall have the right to acquire the Leased Property from the Lessor (Ii) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (Xx) the Meditrust Investment or (Yy) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (IIii) in accordance with the terms and conditions set forth in Section 24.14Article 18; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisition. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property Lessor may overrule Lessee's election under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election or (b) and instead either (1) terminate this Lease (with no obligation on the part of Lessee to acquire the Leased Property as a result thereof as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and if (X) such portion comprises more than thirty percent (30%) of the Leased Property or of the residential building(s) located thereon or (In possession thereof is to be surrendered within two years of the expiration of the Term or (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Useeffect prior to the Taking. The Lessee shall exercise its election under this Section 14.3 by giving the Lessor notice thereof ("Lesseethereof("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.83.7, effective as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Use.. 94

Partial or Temporary Taking. If there is a Permanent Taking Subject to the rights of a portion any --------------------------- Superior Mortgagee or Superior Lessor, the grantee of any facade or historical easement, and other appropriate parties having rights to condemnation proceeds, in the event of any taking of less than the whole of the Leased PropertyBuilding and/or the Property which does not result in termination of this Lease, or if there is in the event of taking for a temporary Taking use or occupancy of all or a portion any part of the Leased Property, this Lease shall remain in effect so long as the Leased Property is not thereby rendered permanently Unsuitable For Its Primary Intended Use or temporarily Unsuitable For Its Primary Intended Use for a period not likely to, or Premises which does notnot result in a termination of this Lease, exceed two hundred and seventy (270a) days. If, however, the Leased Property is thereby so rendered permanently or temporarily Unsuitable For Its Primary Intended Use: (A) the Lessee shall have the right to restore the Leased PropertyLandlord, at its own expense, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which are Landlord's Property and Tenant's Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to continue a complete and tenantable Building and Premises, and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the right under certain circumstances as provided for in Section 14.5 purpose, shall proceed with reasonable diligence to receive repair the net proceeds remaining parts of an Award for reimbursement) to the extent possiblePremises which are deemed Landlord's Property and Tenant's Property, to substantially the same condition as existed immediately before the partial or temporary Taking or (B) the Lessee their former condition, subject to reasonable changes which Tenant shall have the right to acquire the Leased Property from the Lessor (I) upon payment of all Rent due through the date that the purchase price is paid, for a purchase price equal to the greater of (X) the Meditrust Investment or (Y) the Fair Market Value of the Leased Property minus the Fair Market Added Value, with the Fair Market Value of the Leased Property and the Fair Market Added Value to be determined as of the day immediately prior to such partial or temporary Taking and (II) in accordance with the terms and conditions set forth in Section 24.14; in which event, this Lease shall terminate upon payment of such purchase price and the consummation of such acquisitiondeem desirable. Notwithstanding the foregoing, (1) if the Taking occurs at a time when there is less than two (2) years remaining on the Term of this Lease and the Lessee has elected to restore the Leased Property under clause (a) above, then, unless the Lessee extends the Term pursuant to the provisions hereof, the Lessor may overrule the Lessee's election and terminate this Lease as of the date when the Lessee is required to surrender possession of the portion of the Leased Property so taken and (2) if the Taking occurs at a time when there are two (2) years or more remaining on the Term and the Lessee elects to acquire the Leased Property under clause (b) above, then the Lessor may overrule the Lessee's election and compel the Lessee to keep the Lease in full force and effect and to restore the Leased Property as provided in clause (a) above, but only if the Leased Property may be operated for at least eighty percent (80%) of the licensed unit capacity of the Facility if operated in accordance with its Primary Intended Use. The Lessee shall exercise its election under this Section 14.3 Such work by giving the Lessor notice thereof ("Lessee's Election Notice") within sixty (60) days after the Lessee receives notice of the Taking. The Lessor shall exercise its option to overrule the Lessee's election under this Section 14.3 by giving the Lessee notice of the Lessor's exercise of its rights under Section 14.3 within thirty (30) days after the Lessor receives the Lessee's Election Notice. If, as the result of any such partial or temporary Taking, this Lease is not terminated as provided above, the Lessee Tenant shall be entitled to an abatement of Rent, but only to the extent, if any, provided for in Section 3.8, effective deemed Alterations as of the date upon which the Leased Property is rendered Unsuitable For Its Primary Intended Usehereinabove defined.