Common use of Original Master Lease Clause in Contracts

Original Master Lease. Section 1.3.1 This Lease shall govern and control as to all events, acts, omissions, liabilities and obligations relating to the Leased Properties first occurring, arising or accruing from and after the Effective Date. Section 1.3.2 Without limitation of the other provisions of this Section 1.3 or the provisions of Section 1.4 hereof, the terms of the Original 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 Original Master Lease, as the same affects the Leased Properties under this 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 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 of the Original Master Lease, and (y) with respect to any breach or default described in subsection (x) above that is not specifically waived and released under Section 1.3.4 of the Original Master Lease, 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 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 Original Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective Date and is not specifically waived and released under the terms of Section 1.3.4 of the Original Master Lease, (C) Tenant receives from the lessor under the Original Master Lease 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 Original Master Lease, as the same affects the Leased Properties under this Lease, shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstances 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) 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 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 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 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 the 1998 Master Lease, in each case as either of the same affects the Leased Properties under this Lease, other than the breaches and defaults disclosed by VRLP or Tenant, as applicable, in the portion of subpart A of Schedule 1.3 of the Original Master Lease 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 1998 Master Lease by Tenant, and affecting any of the Leased Properties under this Lease, that was continuing as of February 23, 2001, and (2) of which the lessor under the Original Master Lease 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 the lessor under the Original Master Lease 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 1998 Master Lease that affects any of the Leased Properties under this 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

Original Master Lease. Section 1.3.1 This Lease shall govern and control as to all events, acts, omissions, liabilities and obligations relating to the Leased Properties first occurring, arising or accruing from and after the Effective Date. Section 1.3.2 Without limitation of the other provisions of this Section ------- 1.3 or the provisions of Section 1.4 hereof, the terms of the Original 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 Original Master Lease, as the same affects the Leased Properties under this 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 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 of the Original Master Lease, and (y) with ------------- respect to any breach or default described in subsection (x) above that is not specifically waived and released under Section 1.3.4 of the Original Master ------------- Lease, 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 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 Original Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective Date and is not specifically waived and released under the terms of Section 1.3.4 of the ------------- Original Master Lease, (C) Tenant receives from the lessor under the Original Master Lease a written notice of default relative thereto prior to the Effective Date, and (D) by Section 1.4.2 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 Original Master Lease, as the same affects the Leased Properties under this Lease, shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstances 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) 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 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 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 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 the 1998 Master Lease, in each case as either of the same affects affect the Leased Properties under this Lease, other than the breaches and defaults disclosed by VRLP or Tenant, as applicable, in the portion of subpart A of Schedule 1.3 of the Original Master Lease that is applicable to it.. ------------ Section 1.3.3.1 Lessor represents and warrants to Tenant that, as of February 23, 2001, Lessor’s 's Management Group (as defined below) had no Actual Knowledge (as defined below) of any Section 1.3.Section 3.1 1.3.3.1 Claim (as defined below) (1) involving any act or omission by Tenant that constituted a breach or default of the 1998 Master Lease by Tenant, and affecting any of the Leased Properties under this Lease, that was continuing as of February 23, 2001, and (2) of which the lessor under the Original Master Lease 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 the lessor under the Original Master Lease 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 1998 Master Lease that affects any of the Leased Properties under this 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 claimsand

Original Master Lease. Section 1.3.1 This Lease shall govern and control as to all events, acts, omissions, liabilities and obligations relating to the Leased Properties first occurring, arising or accruing from and after the Effective Date. Section 1.3.2 Without limitation of the other provisions of this Section 1.3 or the provisions of Section 1.4 hereof, the terms of the Original 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 Original Master Lease, as the same affects the Leased Properties under this 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 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 of the Original Master Lease, and (y) with respect to any breach or default described in subsection (x) above that is not specifically waived and released under Section 1.3.4 of the Original Master Lease, 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 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 Original Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective Date and is not specifically waived and released under the terms of Section 1.3.4 of the Original Master Lease, (C) Tenant receives from the lessor under the Original Master Lease 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 Original Master Lease, as the same affects the Leased Properties under this Lease, shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstances 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) 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 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 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 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 the 1998 Master Lease, in each case as either of the same affects the Leased Properties under this Lease, other than the breaches and defaults disclosed by VRLP or Tenant, as applicable, in the portion of subpart A of Schedule 1.3 of the Original Master Lease 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 1998 Master Lease by Tenant, and affecting any of the Leased Properties under this Lease, that was continuing as of February 23, 2001, and (2) of which the lessor under the Original Master Lease 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 the lessor under the Original Master Lease 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 1998 Master Lease that affects any of the Leased Properties under this 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 claimsin

Original Master Lease. Section 1.3.1 This Lease shall govern and control as to all events, acts, omissions, liabilities and obligations relating to the Leased Properties first occurring, arising or accruing from and after the Effective Date. Section 1.3.2 Without limitation of the other provisions of this Section 1.3 or the provisions of Section 1.4 hereof, the terms of the Original ----------- ----------- 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 Original Master Lease, as the same affects the Leased Properties under this 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 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 of the Original Master Lease, and (y) with ------------- respect to any breach or default described in subsection (x) above that is not specifically waived and released under Section 1.3.4 of the Original Master ------------- Lease, 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 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 Original Master Lease prior to the Effective Date, (B) such breach or default remains uncured as of the Effective Date and is not specifically waived and released under the terms of Section 1.3.4 of the ------------- Original Master Lease, (C) Tenant receives from the lessor under the Original Master Lease 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 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 Original Master Lease, as the same affects the Leased Properties under this Lease, shall have occurred, (b) any act, event or omission to act shall have occurred, or circumstances 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) 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 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 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 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 the 1998 Master Lease, in each case as either of the same affects the Leased Properties under this Lease, other than the breaches and defaults disclosed by VRLP or Tenant, as applicable, in the portion of subpart A of Schedule 1.3 of the Original Master Lease 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 1998 Master Lease by Tenant, and affecting any of the Leased Properties under this Lease, that was continuing as of February 23, 2001, and (2) of which the lessor under the Original Master Lease 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 the lessor under the Original Master Lease 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 1998 Master Lease that affects any of the Leased Properties under this 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 claimsthirtieth