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<br />Page | 37 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />9.2 Notice and Representation. <br />9.2.1. Notification. The Party receiving a notice of one or more of the kinds <br />specified below shall promptly notify the other Party (and the Limited Partner, if during the <br />Compliance Period) of the receipt, contents and dates of such notice: (i) a Notice of Intended <br />Condemnation; (ii) service of any legal process relating to the Condemnation of the Premises or <br />Improvements; (iii) any notice in connection with any proceedings or negotiations with respect to <br />such a Condemnation; (iv) any notice of an intent or willingness to make or negotiate a private <br />purchase, sale or transfer in lieu of Condemnation. <br />9.2.2. Separate Representation. County, Agency and Tenant each have the right to <br />represent its respective interest in each Condemnation proceeding or negotiation and to make full <br />proof of his claims. No agreement, settlement, sale or transfer to or with the Condemnor shall be <br />made without the consent of County, Agency and Tenant. County, Agency and Tenant shall each <br />execute and deliver to the other any instruments that may be required to effectuate or facilitate the <br />provisions of this Lease relating to Condemnation. <br />9.3 Total or Substantial Taking. <br />9.3.1. Total Taking. On a Total Taking, this Lease shall terminate on the Date of <br />Taking. <br />9.3.2. Substantial Taking. If a taking is a Substantial Taking, Tenant may, with the <br />consent of each Leasehold Mortgagee and the Limited Partner, to the extent required , by notice to <br />Lessor given within ninety (90) days after Tenant receives a Notice of Intended Condemnation, elect <br />to treat the taking as a Total Taking. If Tenant does not so notify Lessor, the taking shall be deemed <br />a Partial Taking. <br />9.3.3. Early Delivery of Possession. Tenant may continue to occupy the Premises <br />and Improvements until the Condemnor takes physical possession. At any time following Notice of <br />Intended Condemnation, Tenant may in its sole discretion, with the consent of each Leasehold <br />Mortgagee and the Limited Partner, to the extent required, elect to relinquish possession of the <br />Premises to Lessor before the actual Taking. The election shall be made by notice declaring the <br />election and agreeing to pay all Rent required under this Lease to the Date of Taking. Tenant’s right <br />to apportionment of or compensation from the Award shall then accrue as of the date that the Tenant <br />relinquishes possession. <br />9.3.4. Apportionment of Award. On a Total Taking all sums, including damages <br />and interest, awarded for the fee or leasehold or both shall be distributed and disbursed as finally <br />determined by the court with jurisdiction over the Condemnation proceedings in accordance with <br />applicable law. Notwithstanding anything herein to the contrary, Tenant shall be entitled to receive <br />compensation for the value of its leasehold estate under this Lease including its fee interest in all <br />Improvements, personal property and trade fixtures located on the Premises, its relocation and <br />removal expenses, its loss of business goodwill and any other items to which Tenant may be entitled <br />under applicable law. <br />EXHIBIT 11