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<br />Page | 36 <br />4894-6811-3695v.2 0017787-000542 <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 />9.4 Partial Taking. <br />9.4.1. Effect on Rent. On a Partial Taking this Lease shall remain in full force and <br />effect covering the remainder of the Premises and Improvements, and Tenant shall not be entitled to <br />any refund of the Base Rent. <br />9.4.2. Restoration of Improvements. Promptly after a Partial Taking, Tenant shall <br />repair, alter, modify or reconstruct the Improvements (“Restoring”) so as to make them reasonably <br />suitable for Tenant’s continued occupancy for the uses and purposes for which the Premises are <br />leased. <br />9.4.3. Apportionment of Award. On a Partial Taking, Tenant shall be entitled to <br />receive the entire award for such Partial Taking, except that (i) the proceeds of such Partial Taking <br />shall first be applied towards the cost of Restoring the Premises pursuant to Section 9.4.2 and (ii) <br />Lessor shall be entitled to receive any portion of such award allocated to Lessor’s Fee Interest in the <br />Property (exclusive of the Improvements, as encumbered by this Lease). <br />EXHIBIT 15