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i0a:11-111 a <br />paid in accordance with the requirements of the most senior (in order of lien priority) Leasehold <br />Mortgage, subject, however, to any requirement in this Lease that, to the extent not in conflict with <br />the terms of the applicable Leasehold Mortgage, such proceeds must be used to repair and restore the <br />Improvements to the Premises which were damaged or destroyed by such condemnation or casualty <br />(including, without limitation, as required in Article VII following a casualty and in Section 9.4.3 <br />following a condemnation). The handling and disbursement of any such proceeds used to repair or <br />restore the Improvements to the Premises shall be subject to the requirements of such senior <br />Leasehold Mortgage. <br />17.10 Mortgagee Clauses. A standard mortgagee clause naming each Leasehold Mortgagee <br />may be added to any and all insurance policies required to be carried by Tenant hereunder, provided <br />that any such Leasehold Mortgagee shall hold and apply such insurance proceeds subject to the <br />provisions of this Lease. <br />17.11 No Waiver. No payment made to Lessor by a Leasehold Mortgagee shall constitute <br />agreement that such payment was, in fact, due under the terms of this Lease; and a Leasehold <br />Mortgagee having made any payment to Lessor pursuant to County and/or Agency's wrongful, <br />improper or mistaken notice or demand shall be entitled to the return of any such payment or portion <br />thereof. <br />17.12 Fees and Costs. Tenant agrees to reimburse Lessor for its reasonable attorneys' fees <br />and costs incurred in connection with Lessor's review and/or approval of any documentation which <br />may be required in connection with any Leasehold Mortgage by Tenant as provided herein. <br />17.13 No Termination, Cancellation, Surrender or Modification. Without the prior <br />written consent of each Leasehold Mortgagee, (a) this Lease may not be terminated or cancelled by <br />mutual agreement of County, Agency and Tenant, (b) Lessor may not accept the surrender this Lease <br />or the Leasehold Estate created hereunder without the consent of each Leasehold Mortgagee, and (c) <br />this Lease may not be amended, modified or supplemented (and any action taken in furtherance of <br />any of the foregoing without the required consent of each Leasehold Mortgagee shall be void and of <br />no effect). In addition, if any term or provision of this Lease gives Tenant the right to terminate or <br />cancel this Lease, in whole or in part, no such termination or cancellation shall be or become <br />effective unless Tenant has fast received approval in writing by each Leasehold Mortgagee. <br />17.14 Effect of Foreclosure upon Base Rent. Notwithstanding anything to the contrary <br />contained elsewhere in this Lease, (i) in no event shall any Leasehold Mortgagee (or its designee) be <br />required to pay or cure, in order to prevent the termination of this Lease, to exercise its cure rights <br />hereunder or to obtain a New Lease or otherwise, any Base Rent, and (ii) in no event shall any <br />Leasehold Mortgagee (or its designee) or its (or their) successors and assigns be required to pay or <br />cure any Base Rent which otherwise became due and payable prior to completion of any foreclosure <br />under any Leasehold Mortgage (or acceptance of any assignment or deed in lieu thereof). <br />Page 151 <br />