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<br />Page | 52 <br />4894-6811-3695v.2 0017787-000542 <br />connection with the preparation, execution and delivery of such written New Lease . In addition, upon <br />execution of any such New Lease, Lessor shall execute, acknowledge and deliver to such Leasehold <br />Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold <br />Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements <br />have vested with the County. <br />17.7.3. In the event that Lessor receives any net income (i.e., gross income less gross <br />expenses on a cash basis), if any, from the Premises and Improvements during any period that Lessor <br />may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such <br />net income received by Lessor except to the extent that it was applied to cure any default of Tenant <br />(excluding specifically the application towards obligations under the County Loan Documents or the <br />Agency Loan Documents). <br />17.7.4. All rights and claims of Tenant under this Lease shall be subject and <br />subordinate to all right and claims of the tenant under the New Lease. <br />17.8 Multiple Leasehold Mortgages. If more than one Leasehold Mortgagee shall make a <br />written request upon Lessor for a New Lease in accordance with the provisions of Section 17.7, then <br />such New Lease shall be entered into pursuant to the request of the Leasehold Mortgagee holding the <br />Leasehold Mortgage that has the most senior lien priority. <br />Notwithstanding anything herein to the contrary, Lessor shall have no duty or obligation to resolve <br />any disputes or conflicting demands between Leasehold Mortgagees. In the event of any conflicting <br />demands made upon County and/or Agency by multiple Leasehold Mortgagees, Lessor may (subject <br />to any applicable court orders to the contrary) rely on the senior lien priority created when taking into <br />account all subordination and intercreditor agreements then recorded against the Property as <br />determined by a national title company, and, if and to the extent a national title company determines <br />that there are no such subordination and intercreditor agreements so recorded, at the direction of the <br />Leasehold Mortgagee whose Leasehold Mortgage is recorded first in time in the Official Records of <br />the County, as determined by any national title company. <br />17.9 Condemnation and Insurance Proceeds. Notwithstanding anything to the contrary <br />contained herein, all condemnation proceeds (other than proceeds payable on account of the value of <br />the Lessor’s Fee Interest as encumbered by this Lease) or insurance proceeds shall be subject to and <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. The Parties shall give all Leasehold Mortgagee(s) notice of any arbitration or <br />condemnation proceedings, or of any pending adjustment of insurance claims, and any Leasehold <br />Mortgagee shall have the right to intervene therein and shall be made a party to such proceedings. <br />The Parties hereby consent to such intervention. In the event that any Leasehold Mortgagee shall not <br />elect to intervene or become a party to the proceedings, that Leasehold Mortgagee shall receive <br />notice and a copy of any award or decision made in connect ion therewith. This provision, and <br />Leasehold Mortgagee’s right to condemnation proceeds provided herein shall survive any <br />termination of this Lease upon a total taking under Section 9.3. <br />EXHIBIT 15