Common use of Amended and Restated Lease Clause in Contracts

Amended and Restated Lease. Section 1.3.1 Lessor and Tenant hereby amend and restate the Existing Master Lease in its entirety in accordance with the terms of this Lease as of the Effective Date (as defined in Section 2.1 below) by executing this Lease. This Lease shall govern and control as to all events, acts, omissions, liabilities and obligations first occurring, arising or accruing from and after the Effective Date (as defined in Section 2.1 below). Section 1.3.2 Without limitation of the other provisions of this Section 1.3, the terms of the Existing Master Lease (and the Original Master Lease as provided in the Existing Master Lease) shall continue to govern and control as to all events, acts, omissions, liabilities and obligations occurring, arising and accruing prior to the Effective Date, provided that, in the event that (1) prior to the Effective Date, (a) a default or breach of the terms of the Existing Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstance shall have arisen, relative to any Legal Requirement, Authorization, Permitted Encumbrance or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) as of the Effective Date, such default or breach remains uncured or such act, event, omission to act or circumstance continues to be adverse or potentially adverse to Lessor or Tenant or such casualty or condemnation has not been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use (as defined in Section 7.2.2 hereof) and the other provisions of this Lease, the provisions of this Lease relative to cure periods, whether and when an Event of Default shall be deemed to have occurred, rights and remedies on account of any breach or default or Event of Default, contest rights, Lease enforcement rights, casualty, condemnation, insurance and indemnification shall govern and control. Subject to the foregoing, (x) any breach or default that occurs, arises or accrues under the Existing Master Lease prior to the Effective Date and is not cured prior to such date is, and shall be deemed to be, a breach or default under this Lease, to which the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, and (y) with respect to any breach or default described in subsection (x) above, although the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, the portion of any cure period under the Existing Master Lease that has elapsed as of the Effective Date shall be counted in determining whether and when the applicable cure period under this Lease has expired (for example, if (A) a breach or default occurs under the Existing Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective Date, (C) Tenant receives from Lessor a written notice of default relative thereto prior to the Effective Date, and (D) by the terms of this Lease, for a breach or default of the nature assumed in this example a cure period of thirty (30) days following Tenant’s receipt of written notice of default is allowed prior to such breach or default becoming an Event of Default under this Lease, then, as to such breach or default, an Event of Default shall occur if such breach or default is not cured on or prior to the thirtieth (30th) day following Tenant’s receipt of the aforesaid notice of default, notwithstanding that such notice was received prior to the Effective Date). Section 1.3.2.1 In the event that (1) prior to the Effective Date, (a) a default or breach of the terms of the Existing Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstances shall have arisen, relative to any Legal Requirements, Authorization, Permitted Encumbrances or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) prior to the Effective Date, such default or breach has been cured or such act, event, omission to act or circumstance is no longer adverse or potentially adverse to Lessor or Tenant or such casualty or condemnation has been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use and the other provisions of this Lease, then no such default or breach or other circumstance or matter described in the foregoing subsections (a), (b) and (c) shall constitute an Event of Default under this Lease, and neither party shall bring a claim against the other in respect of any such default, breach, circumstance or matter, whether hereunder or under the Existing Master Lease. Notwithstanding the foregoing, subject to Section 1.3.2 above, neither party waives or releases, and neither party shall be precluded from exercising, any rights or remedies (including, without limitation, default rights and remedies) that it may have hereunder or under the Existing Master Lease (i) on account of any non-performance by the other party of indemnification obligations that such other party has hereunder or under the Existing Master Lease relative to any default, breach, act, event, omission to act, circumstance, casualty or condemnation referenced in subsection (a), (b), or (c) above or (ii) if, and insofar as, the condition described in subsection (2) above is not, or by reason of events occurring after the Effective Date is shown to have not been, cured, repaired, restored, re-opened or otherwise satisfied.

Amended and Restated Lease. Section 1.3.1 Tenant, pursuant to the Bankruptcy Plan (as defined in Section 2.1 below), has assumed the Original Master Lease in its entirety, and Lessor and Tenant hereby amend have simultaneously amended and restate restated the Existing Original Master Lease in its entirety in accordance with the terms of this Lease as of the Effective Date (as defined in Section 2.1 below) by executing this Lease. This Lease shall govern and control as to all events, acts, omissions, liabilities and obligations first occurring, arising or accruing from and after the Effective Date (as defined in Section 2.1 below). Section 1.3.2 Without limitation of the other provisions of this Section 1.3, the terms of the Existing Master Lease (and the Original Master Lease as provided in the Existing Master Lease) shall continue to govern and control as to all events, acts, omissions, liabilities and obligations occurring, arising and accruing prior to the Effective Date, provided that, in the event that (1) prior to the Effective Date, (a) a default or breach of the terms of the Existing Original Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstance shall have arisen, relative to any Legal Requirement, Authorization, Permitted Encumbrance or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) as of the Effective Date, such default or breach remains uncured or such act, event, omission to act or circumstance continues to be adverse or potentially adverse to Lessor or Tenant or such casualty or condemnation has not been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use (as defined in Section 7.2.2 hereof) and the other provisions of this Lease, the provisions of this Lease relative to cure periods, whether and when an Event of Default shall be deemed to have occurred, rights and remedies on account of any breach or default or Event of Default, contest rights, Lease enforcement rights, casualty, condemnation, insurance and indemnification shall govern and control. Subject to the foregoing, (x) any breach or default that occurs, arises or accrues under the Existing Original Master Lease prior to the Effective Date and is not cured prior to such date is, and shall be deemed to be, a breach or default under this Lease, to which the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, unless such breach or default is specifically waived and released under the terms of Section 1.3.4 below, and (y) with respect to any breach or default described in subsection (x) aboveabove that is not specifically waived and released under Section 1.3.4, although the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, the portion of any cure period under the Existing Original Master Lease that has elapsed as of the Effective Date shall be counted in determining whether and when the applicable cure period under this Lease has expired (for example, if (A) a breach or default occurs under the Existing Original Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective DateDate and is not specifically waived and released under the terms of Section 1.3.4, (C) Tenant receives from Lessor a written notice of default relative thereto prior to the Effective Date, and (D) by the terms of this Lease, for a breach or default of the nature assumed in this example a cure period of thirty (30) days following Tenant’s 's receipt of written notice of default is allowed prior to such breach or default becoming an Event of Default under this Lease, then, as to such breach or default, an Event of Default shall occur if such breach or default is not cured on or prior to the thirtieth (30th) day following Tenant’s 's receipt of the aforesaid notice of default, notwithstanding that such notice was received prior to the Effective Date). Section 1.3.2.1 In the event that (1) prior to the Effective Date, (a) a default or breach of the terms of the Existing Original Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstances shall have arisen, relative to any Legal Requirements, Authorization, Permitted Encumbrances or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) prior to the Effective Date, such default or breach has been cured or such act, event, omission to act or circumstance is no longer adverse or potentially adverse to Lessor or Tenant or such casualty or condemnation has been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use and the other provisions of this Lease, then no such default or breach or other circumstance or matter described in the foregoing subsections (a), (b) and (c) shall constitute an Event of Default under this Lease, and neither party shall bring a claim against the other in respect of any such default, breach, circumstance or matter, whether hereunder or under the Existing Original Master Lease. Notwithstanding the foregoing, subject to Section 1.3.2 above, neither party waives or releases, and neither party shall be precluded from exercising, any rights or remedies (including, without limitation, default rights and remedies) that it may have hereunder or under the Existing Original Master Lease (i) on account of any non-performance by the other party of indemnification obligations that such other party has hereunder or under the Existing Original Master Lease relative to any default, breach, act, event, omission to act, circumstance, casualty or condemnation referenced in subsection (a), (b), or (c) above or (ii) if, and insofar as, the condition described in subsection (2) above is not, or by reason of events occurring after the Effective Date is shown to have not been, cured, repaired, restored, re-opened or otherwise satisfied. Section 1.3.3 Each party hereto represents and warrants to the other party hereto that, as of February 23, 2001, such representing party had no knowledge of any uncured breaches by it of, or uncured defaults by it under, the Original Master Lease or this Lease, in each case other than the breaches and defaults disclosed by it in the portion of subpart A of Schedule 1.3 attached hereto and incorporated herein by this reference that is applicable to it. Section 1.3.3.1 Lessor represents and warrants to Tenant that, as of February 23, 2001, Lessor's Management Group (as defined below) had no Actual Knowledge (as defined below) of any Section 1.3.3.1 Claim (as defined below) (1) involving any act or omission by Tenant that constituted a breach or default of the Original Master Lease by Tenant that was continuing as of February 23, 2001, and (2) of which Lessor had not, on or prior to February 23, 2001, given Tenant written notice (which notice is not required to have been given in accordance with the formalities of Section 34.1 below) or of which, on or prior to February 23, 2001, Tenant had not obtained actual knowledge or notice (as opposed to, and not including, constructive, imputed, assumed or other knowledge or notice). As used in this Section 1.3.3.1, (a) the term "Lessor's Management Group" shall mean Xxxxx X. Xxxxxx, T. Xxxxxxx Xxxxx and Xxxx X. Xxxxxxxx, (b) the term "Actual Knowledge" shall mean actual knowledge (as opposed to, and not including, constructive, imputed, assumed or other knowledge, and without any obligation or duty of any kind to investigate or otherwise make inquiry) first obtained on or after September 13, 1999 and on or prior to February 23, 2001, and (c) the term "Section 1.3.3.1 Claim" shall mean a written claim that (x) is made to Lessor by any governmental agency or private party that is not an Affiliate of Tenant, (y) is based upon an act or omission of Tenant that constitutes a breach or default by Tenant of the Original Master Lease, and (z) describes the occurrence of an event that constitutes such a breach or default by Tenant (other than a breach or default in the performance of Tenant's obligations relative to payment of real estate taxes and assessments relating to any of the Leased Properties and/or payment of any amounts owed on account of work performed at, or materials provided to, any Leased Property, it being agreed that claims based on any such breach or default by Tenant shall in no event be considered a "Section 1.3.3.1 Claim" and that no representation or warranty is made in this Section 1.3.

Amended and Restated Lease. Section 1.3.1 Lessor This Lease combines, amends and Tenant hereby amend restates the Mentor Master Lease and restate the Existing Farm Pond Master Lease in its their entirety in accordance with the terms of this Lease as of the Effective Date (as defined in Section 2.1 below) by executing this Lease. This Lease and shall govern and control as to all events, acts, omissions, liabilities and obligations first occurring, arising or accruing from and after the Effective Date (as defined in Section 2.1 below)Date. Section 1.3.2 1.5.1 Without limitation of the other provisions of this Section 1.31.5, the terms of the Existing Mentor Master Lease (and the Original Farm Pond Master Lease as provided in the Existing Master Lease) shall continue to govern and control as to all events, acts, omissions, liabilities and obligations occurring, arising and accruing prior to the Effective Date, provided that, in the event that (1i) prior to the Effective Date, (a) a default or breach of the terms of the Existing Mentor Master Lease or the Farm Pond Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstance shall have arisen, relative to any Legal Requirement, Authorization, or Permitted Encumbrance or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is potentially adverse to Lessor Landlord or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties Properties, and (2ii) as of the Effective Date, such default or breach remains uncured or such act, event, omission to act or circumstance continues to be adverse or potentially adverse to Lessor Landlord or Tenant or such casualty or condemnation has not been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use (as defined in Section 7.2.2 hereof) and the other provisions of this Lease, the provisions of this Lease relative to cure periods, whether and when an Event of Default shall be deemed to have occurred, rights and remedies on account of any breach or default or Event of Default, contest rights, Lease enforcement rights, casualty, condemnation, insurance and indemnification shall govern and control. Subject to the foregoing, (x) any breach or default that occursoccurred, arises arose or accrues accrued under the Existing Mentor Master Lease or the Farm Pond Master Lease prior to the Effective Date and is was not cured prior to such date is, and shall be deemed to be, a breach or default under this Lease, to which the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, and (y) with respect to any breach or default described in subsection (x) above, although the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, the portion of any cure period under the Existing Mentor Master Lease or the Farm Pond Master Lease that has elapsed as of the Effective Date shall be counted in determining whether and when the applicable cure period under this Lease has expired (for example, if (A) a breach or default occurs under the Existing Mentor Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective Date, (C) Tenant receives from Lessor Landlord a written notice of default relative thereto prior to the Effective Date, and (D) by the terms of this Lease, for a breach or default of the nature assumed in this example a cure period of thirty (30) days following Tenant’s receipt of written notice of default is allowed prior to such breach or default becoming an Event of Default under this Lease, then, as to such breach or default, an Event of Default shall occur if such breach or default is not cured on or prior to the thirtieth (30th) day following Tenant’s receipt of the aforesaid notice of default, notwithstanding that such notice was received prior to the Effective Date). Section 1.3.2.1 In 1.5.2 Each of Landlord and Tenant hereby represents and warrants to the event that (1) prior to other party that, as of the Effective Date, (a) a default or breach of the terms of the Existing Master Lease shall have occurred, (b) any act, event or omission it has not issued to act shall have occurred, or circumstances shall have arisen, relative to any Legal Requirements, Authorization, Permitted Encumbrances or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) prior to the Effective Date, such default or breach has been cured or such act, event, omission to act or circumstance is no longer adverse or potentially adverse to Lessor or Tenant or such casualty or condemnation has been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use and the other provisions of this Lease, then no such default or breach or other circumstance or matter described in the foregoing subsections (a), (b) and (c) shall constitute an Event of Default under this Lease, and neither party shall bring a claim against the other in respect of any such default, breach, circumstance or matter, whether hereunder or under the Existing Master Lease. Notwithstanding the foregoing, subject to Section 1.3.2 above, neither party waives or releases, and neither party shall be precluded from exercising, any rights or remedies (including, without limitation, default rights and remedies) that it may have hereunder or under the Existing Master Lease (i) on account of any non-performance by the other party of indemnification obligations that such other party any notice of default under this Lease by such other party that has hereunder or under not been cured or, as and to the Existing Master Lease relative to any defaultextent set forth in Section 24.1.8, breach, act, event, omission to act, circumstance, casualty or condemnation referenced in subsection (a), (b), or (c) above or (ii) if, and insofar as, waived by the condition described in subsection (2) above is not, or by reason of events occurring after the Effective Date is shown to have not been, cured, repaired, restored, re-opened or otherwise satisfiedissuing party.

Amended and Restated Lease. Section 1.3.1 Lessor Landlord and HDS (hereinafter “Tenant”) have agreed to enter into this Assignment and Amended and Restated Lease, pursuant to which HDS shall accede to the rights and obligations of Assignor as tenant of the Premises on the terms and conditions set forth herein. (A) The security deposit held by Landlord under the Maxxim Lease, shall be held by Landlord hereunder for the benefit of Tenant. The total Security Deposit due from Tenant under this Lease shall be as set forth in the Amended & Restated Reference Page hereto, including Schedule “A” thereto (together, the “Reference Page”). (B) Tenant hereby amend assumes, and restate agrees to be bound by, all of the Existing Master covenants, agreements and obligations of Tenant under the Lease in to the extent that the same arise or are incurred or are required to be performed on and after the date hereof and continuing during the Term. (C) Assignor agrees to indemnify, defend and hold Tenant harmless from and against all claims and demands of Landlord or any of its entirety in accordance with predecessors arising under the terms of this Maxxim Lease as a result of Assignor's performance of, or failure to perform, the covenants, agreements and obligations of the Effective Date tenant thereunder through the date hereof. Assignor shall pay all costs and expenses (as defined including reasonable attorney's fees) incurred by Tenant in Section 2.1 below) by executing enforcing this Leaseindemnity. This Lease shall govern and control as Landlord hereby releases Assignor from all obligations of a tenant with respect to all events, acts, omissions, liabilities and obligations first occurring, arising or accruing the Premises from and after the Effective Date (as defined in Section 2.1 below)date hereof. Section 1.3.2 Without limitation (D) Tenant hereby assumes all of the other provisions obligations of tenant under the Lease with respect to the Premises after the date hereof. Tenant agrees to indemnify, defend and hold Assignor harmless from and against all claims and demands of Landlord, its successors and assigns under this Section 1.3Lease and any extensions, renewals or modifications hereof arising as a result of Tenant's performance of, or failure to perform, the terms covenants, agreements and obligations of the Existing Master Lease (and the Original Master Lease as provided in the Existing Master Lease) shall continue to govern and control as to all events, acts, omissions, liabilities and obligations occurring, arising and accruing prior to the Effective Date, provided that, in the event that (1) prior to the Effective Date, (a) a default or breach of the terms of the Existing Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstance shall have arisen, relative to any Legal Requirement, Authorization, Permitted Encumbrance or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) as of the Effective Date, such default or breach remains uncured or such act, event, omission to act or circumstance continues Tenant hereunder to be adverse or potentially adverse kept and performed by Tenant under this Lease from and after the date hereof, and shall pay all costs and expenses (including reasonable attorney's fees) incurred by Assignor in enforcing this indemnity. (E) Landlord hereby leases to Lessor or Tenant or such casualty or condemnation has not been fully repaired and restored with Tenant hereby leases from Landlord the Premises set forth and described on the Reference Page. The Reference Page, including all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use (terms defined thereon, is hereby incorporated as defined in Section 7.2.2 hereof) and the other provisions part of this Lease, the provisions of this Lease relative to cure periods, whether and when an Event of Default shall be deemed to have occurred, rights and remedies on account of any breach or default or Event of Default, contest rights, Lease enforcement rights, casualty, condemnation, insurance and indemnification shall govern and control. Subject to the foregoing, (x) any breach or default that occurs, arises or accrues under the Existing Master Lease prior to the Effective Date and is not cured prior to such date is, and shall be deemed to be, a breach or default under this Lease, to which the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, and (y) with respect to any breach or default described in subsection (x) above, although the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, the portion of any cure period under the Existing Master Lease that has elapsed as of the Effective Date shall be counted in determining whether and when the applicable cure period under this Lease has expired (for example, if (A) a breach or default occurs under the Existing Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective Date, (C) Tenant receives from Lessor a written notice of default relative thereto prior to the Effective Date, and (D) by the terms of this Lease, for a breach or default of the nature assumed in this example a cure period of thirty (30) days following Tenant’s receipt of written notice of default is allowed prior to such breach or default becoming an Event of Default under this Lease, then, as to such breach or default, an Event of Default shall occur if such breach or default is not cured on or prior to the thirtieth (30th) day following Tenant’s receipt of the aforesaid notice of default, notwithstanding that such notice was received prior to the Effective Date). Section 1.3.2.1 In the event that (1) prior to the Effective Date, (a) a default or breach of the terms of the Existing Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstances shall have arisen, relative to any Legal Requirements, Authorization, Permitted Encumbrances or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) prior to the Effective Date, such default or breach has been cured or such act, event, omission to act or circumstance is no longer adverse or potentially adverse to Lessor or Tenant or such casualty or condemnation has been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use and the other provisions of this Lease, then no such default or breach or other circumstance or matter described in the foregoing subsections (a), (b) and (c) shall constitute an Event of Default under this Lease, and neither party shall bring a claim against the other in respect of any such default, breach, circumstance or matter, whether hereunder or under the Existing Master Lease. Notwithstanding the foregoing, subject to Section 1.3.2 above, neither party waives or releases, and neither party shall be precluded from exercising, any rights or remedies (including, without limitation, default rights and remedies) that it may have hereunder or under the Existing Master Lease (i) on account of any non-performance by the other party of indemnification obligations that such other party has hereunder or under the Existing Master Lease relative to any default, breach, act, event, omission to act, circumstance, casualty or condemnation referenced in subsection (a), (b), or (c) above or (ii) if, and insofar as, the condition described in subsection (2) above is not, or by reason of events occurring after the Effective Date is shown to have not been, cured, repaired, restored, re-opened or otherwise satisfied.

Amended and Restated Lease. Section 1.3.1 Lessor and Tenant hereby amend and restate Tenant, pursuant to the Existing Master Lease in its entirety in accordance with the terms of this Lease as of the Effective Date (as defined in Section 2.1 below) by executing this Lease. This Lease shall govern and control as to all events, acts, omissions, liabilities and obligations first occurring, arising or accruing from and after the Effective Date Bankruptcy Plan (as defined in Section 2.1 below)., has assumed the Original Master Lease in its entirety, and ----------- Lessor and Tenant have simultaneously amended and restated the Original Master Lease in its entirety in accordance Section 1.3.2 Without limitation of the other provisions of this Section 1.3, the terms of the Existing Master Lease (and the Original Master Lease as provided in the Existing Master Lease) shall continue to govern and ----------- control as to all events, acts, omissions, liabilities and obligations occurring, arising and accruing prior to the Effective Date, provided that, in the event that (1) prior to the Effective Date, (a) a default or breach of the terms of the Existing Original Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstance shall have arisen, relative to any Legal Requirement, Authorization, Permitted Encumbrance or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties ----------- that is or is potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) as of the Effective Date, such default or breach remains uncured or such act, event, omission to act or circumstance continues to be adverse or potentially adverse to Lessor or Tenant or such casualty or condemnation has not been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use (as defined in Section 7.2.2 hereof) ------------- and the other provisions of this Lease, the provisions of this Lease relative to cure periods, whether and when an Event of Default shall be deemed to have occurred, rights and remedies on account of any breach or default or Event of Default, contest rights, Lease enforcement rights, casualty, condemnation, insurance and indemnification shall govern and control. Subject to the foregoing, (x) any breach or default that occurs, arises or accrues under the Existing Original Master Lease prior to the Effective Date and is not cured prior to such date is, and shall be deemed to be, a breach or default under this Lease, to which the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, unless such breach or default is specifically waived and released under the terms of Section 1.3.4 ------------- below, and (y) with respect to any breach or default described in subsection (x) aboveabove that is not specifically waived and released under Section 1.3.4, although ------------- the cure periods, rights and remedies and other provisions of this Lease referenced in the preceding sentence shall be applicable, the portion of any cure period under the Existing Original Master Lease that has elapsed as of the Effective Date shall be counted in determining whether and when the applicable cure period under this Lease has expired (for example, if (A) a breach or default occurs under the Existing Original Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective DateDate and is not specifically waived and released under the terms of Section 1.3.4, (C) Tenant receives from Lessor a ------------- written notice of default relative thereto prior to the Effective Date, and (D) by the terms of this Lease, for a breach or default of the nature assumed in this example a cure period of thirty (30) days following Tenant’s 's receipt of written notice of default is allowed prior to such breach or default becoming an Event of Default under this Lease, then, as to such breach or default, an Event of Default shall occur if such breach or default is not cured on or prior to the thirtieth (30th) day following Tenant’s 's receipt of the aforesaid notice of default, notwithstanding that such notice was received prior to the Effective Date). Section 1.3.2.1 In the event that (1) prior to the Effective Date, (a) a default or breach of the terms of the Existing Original Master Lease shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstances shall have arisen, relative to any Legal Requirements, Authorization, Permitted Encumbrances or Superior Lease (each as defined in Section 2.1 below) affecting any of the Leased Properties that is or is ----------- potentially adverse to Lessor or Tenant, or (c) any casualty or condemnation shall have occurred relative to any of the Leased Properties and (2) prior to the Effective Date, such default or breach has been cured or such act, event, omission to act or circumstance is no longer adverse or potentially adverse to Lessor or Tenant or such casualty or condemnation has been fully repaired and restored with all claims on account thereof finally settled and paid and with the affected Leased Property re-opened for use in accordance with its Primary Intended Use and the other provisions of this Lease, then no such default or breach or other circumstance or matter described in the foregoing subsections (a), (b) and (c) shall constitute an Event of Default under this Lease, and neither party shall bring a claim against the other in respect of any such default, breach, circumstance or matter, whether hereunder or under the Existing Original Master Lease. Notwithstanding the foregoing, subject to Section 1.3.2 above, ------------- neither party waives or releases, and neither party shall be precluded from exercising, any rights or remedies (including, without limitation, default rights and remedies) that it may have hereunder or under the Existing Original Master Lease (i) on account of any non-performance by the other party of indemnification obligations that such other party has hereunder or under the Existing Original Master Lease relative to any default, breach, act, event, omission to act, circumstance, casualty or condemnation referenced in subsection (a), (b), or (c) above or (ii) if, and insofar as, the condition described in subsection (2) above is not, or by reason of events occurring after the Effective Date is shown to have not been, cured, repaired, restored, re-opened or otherwise satisfied. Section 1.3.3 Each party hereto represents and warrants to the other party hereto that, as of February 23, 2001, such representing party had no knowledge of any uncured breaches by it of, or uncured defaults by it under, the Original Master Lease or this Lease, in each case other than the breaches and defaults disclosed by it in the portion of subpart A of Schedule 1.3 attached ------------ hereto and incorporated herein by this reference that is applicable to it. Section 1.3.3.1 Lessor represents and warrants to Tenant that, as of February 23, 2001, Lessor's Management Group (as defined below) had no Actual Knowledge (as defined below) of any Section 1.3. 3.1 Claim (as defined below) (1) involving any act or omission by Tenant that constituted a breach or default of the Original Master Lease by Tenant that was continuing as of February 23, 2001, and (2) of which Lessor had not, on or prior to February 23, 2001, given Tenant written notice (which notice is not required to have been given in accordance with the formalities of Section 34.1 below) or of which, on or prior to February ------------ 23, 2001, Tenant had not obtained actual knowledge or notice (as opposed to, and not including, constructive, imputed, assumed or other knowledge or notice). As used in this Section 1.3.3.1, (a) the term "Lessor's Management Group" shall --------------- ------------------------- mean Xxxxx X. Xxxxxx, T. Xxxxxxx Xxxxx and Xxxx X. Xxxxxxxx, (b) the term "Actual Knowledge" shall mean actual knowledge (as opposed to, and not ---------------- including, constructive, imputed, assumed or other