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<br />Page | 53 <br />4894-6811-3695v.2 0017787-000542 <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 to the extent not in conflict with the terms of such Leasehold Mortgage. <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 first 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 or any obligations under the County <br />Loan Documents or the Agency Loan Documents (collectively, “Excluded Defaults”), and (ii) in no <br />event shall any Leasehold Mortgagee (or its designee) or its (or their) successors and assigns be <br />required to pay or cure any Base Rent which otherwise became due and payable prior to completion <br />of any foreclosure under any Leasehold Mortgage (or acceptance of any assignment or deed in lieu <br />thereof) or any obligations under the County Loan Documents or the Agency Loan Documents. <br />Notwithstanding anything to the contrary set forth in this Lease, in no event shall “Annual Project <br />Revenue” for purposes of calculating Base Rent under this Lease, include (i) the proceeds of a <br />foreclosure sale by any Leasehold Mortgagee (or its nominee), or (ii) the proceeds of the first transfer <br />by any such Leasehold Mortgagee (or its nominee) following any foreclosure or deed in lieu of <br />foreclosure of a Leasehold Mortgage. <br /> <br />EXHIBIT 15