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<br />Page | 48 <br />4894-6811-3695v.2 0017787-000542 <br />17.2.2. That Tenant shall not have the power to encumber, and no Leasehold <br />Mortgage shall encumber, Lessor’s Fee Interest; <br />17.2.3. Except as expressly provided in this Lease, the Leasehold Mortgage and all <br />rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions <br />set forth in this Lease and to all rights and interests of Lessor hereunder; and <br />17.2.4. Nothing in this Lease shall be construed so as to require or result in a <br />subordination in whole or in part in any way of the Lessor’s Fee Interest to any Leasehold Mortgage, <br />and; <br />17.2.5. Except as otherwise expressly provided herein, in the event of any conflict <br />between the provisions of this Lease and the provisions of any such Leasehold Mortgage, the <br />provisions of this Lease shall control. <br />Tenant’s encumbrance of its Leasehold Estate with a Leasehold Mortgage, as provided in this <br />Section 17.2, shall not constitute an assignment or other Transfer under Article X or otherwise, nor <br />shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of <br />the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume the Tenant’s <br />obligations and liabilities under this Lease. <br />Notwithstanding the foregoing, if any Leasehold Mortgagee (or its nominee) acquires title to <br />the Premises by foreclosure or deed in lieu thereof (or by a new lease under Section 17.7), any <br />required consent of the Lessor under this Section 17.2 shall not be unreasonably withheld. <br />In addition and notwithstanding anything to the contrary set forth herein, (i) following a <br />foreclosure or deed in lieu thereof by a Leasehold Mortgagee holding the most-senior Leasehold <br />Mortgage in terms of lien priority (the “Senior Leasehold Mortgagee”), the requirement for Lessor <br />consent to encumbering the Leasehold Estate with Leasehold Mortgages set forth above shall not <br />apply (A) to Senior Leasehold Mortgagee (or its designee) following such foreclosure or deed in lieu <br />of foreclosure, nor (B) in connection with the first transfer from Senior Leasehold Mortgagee (or its <br />designee) to new owner acquiring the Premises from such Senior Leasehold Mortgagee (or its <br />designee) following any such foreclosure or deed in lieu of foreclosure, and (ii) no consent of Lessor <br />shall be required as to any amendment, modification or supplement to any Leasehold Mortgage <br />except to the extent such amendment, modification or supplement (a) increases the principal amount <br />of the loan secured by such Leasehold Mortgage (except in connection with protective advances), or <br />(b) increases the stated interest rate on the loan secured by such Leasehold Mortgage (other than to <br />charge a default rate, as applicable, to replace the interest rate upon the unavailability or illegality of <br />the applicable interest rate index, or, to the extent it is a variable rate, in connection with the <br />variations of such rate as provided in the applicable loan documents). <br />17.3 Notification to Lessor of Leasehold Mortgage. Tenant or any Leasehold Mortgagee <br />shall, prior to making any Leasehold Mortgage, provide Lessor with written notice of such Leasehold <br />Mortgage and the name and address of the Leasehold Mortgagee. At the time of notice, Tenant or <br />such Leasehold Mortgagee shall furnish to Lessor a complete copy of any trust deed and note to be <br />secured thereby, together with the name and address of the holder thereof. Thereafter, Tenant or any <br />Leasehold Mortgagee shall notify Lessor of any change in the identity or address of such Leasehold <br />Mortgagee. Lessor shall be entitled to rely upon the addresses provided pursuant to this Section for <br />purposes of giving any notices required by this Article XVII. <br />EXHIBIT 15