#2640/2641 Final Council Approval 10-19-2001

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with the same terms as are contained herein except for charges and encumbrances caused or suffered by Tenant. (b) Any new lease entered into pursuant to this Section 5.4 shall be superior to all rights, liens and interest intervening between the date of this Lease and the date of such new lease. Upon the request of the new tenant, Landlord shall execute and deliver a memorandum of the new lease in recordable form so that notice of the new lease may be placed of record by the new tenant. (c) The rights hereunder of Holders shall be exercisable by such Holders in the order of the priority of lien or other security interest of their respective Mortgages. (d) At Tenant's expense, upon written request of Tenant, any Holder, or any prospective Holder, Landlord shall deliver to them or any of them a separate written instrument signed and acknowledged by Landlord setting forth and confirming the provisions of this Section 5.4, and acknowledging to them or any of them in writing the receipt by Landlord of any notice or instrument given, sent or delivered to Landlord pursuant to the provisions of this Section 5.4. (e) When a new lease is entered into such Holder or(if reasonably approved by Landlord pursuant to the Development Agreement) its designee (such holder or designee the "Acquiring Holder," and the Mortgage of such Acquiring Holder the "Acquiring Holder's Leasehold Mortgage"), the liens on and estates and other interests in the Development Property or this Lease of all persons holding directly or indirectly under or through Tenant (including the Acquiring Holder's Leasehold Mortgage), other than liens, estates and interests which are subordinate to the Acquiring Holder's Leasehold Mortgage, shall immediately and without documentation continue in effect, attach to the new lease and be reinstated as to each other to the same extent, and in the same manner, order and priority, as if(i)the new lease were this Lease, (ii)this Lease had not been terminated, and (iii)the Acquiring Holder had acquired the leasehold estate under this Lease by assignment on the date the term of the new lease commences. Each lien, estate or interest which could have been extinguished by the foreclosure of the Acquiring Holder's Leasehold Mortgage shall be deemed to be subordinate to the Acquiring Holder's Leasehold Mortgage. (f) Notwithstanding any provision of this Section 5.4 apparently to the contrary, Landlord shall not be required to provide any notice to any Holder under this Section 5.4 unless such Holder has provided Landlord written notice of its existence in accordance with Section 5.2 hereof.