This subsection is hereby deleted and replaced with the following:
In addition to Tenants Option in Section 2.6, Tenant shall have the right to terminate the Lease upon written notice received by the Landlord on or before 5:00 P.M. (EST) on June 30, 2022. If Tenant exercises this right then the Parties shall perform in accordance with subsection (A) below. If the Tenant does not exercise this right then the Parties shall perform in accordance with subsection (B) below:
(A) In the event the Tenant terminates under this clause, the Parties agree that (i) Landlord shall immediately retain the Additional Escrow (see Section 1.2) amount of $150,000.00 which was paid to Landlord at Lease signing without notice to or objection from Tenant and (ii) in addition to retaining the Additional Escrow, Landlord shall immediately retain from the Security Deposit a fee which shall be calculated at $1,338.75 per diem for each day during the period commencing April 1, 2022 and ending on the date Landlord receives Tenants written notice exercising its termination right under this clause. For the express purpose of this clause, each day shall be deemed to end at 5:00 P.M. (EST). Tenant shall pay Landlord within five (5) days from exercising the termination right under this clause any amounts owed under this clause should the monies owed to Landlord be greater than the Security Deposit. The Parties acknowledge that if Tenant exercises this termination right then no brokers fee or commission will be paid by the Landlord.
(B) In the event the Tenant does not terminate under this clause on or before 5:00 P.M. (EST) on June 30, 2022 or otherwise expressly waives the right to terminate under this clause by written notice to the Landlord on or before 5:00 P.M. (EST) on June 30, 2022, the Parties agree that (i) Tenants right to terminate under this clause shall lapse and be unequivocally waived, (ii) Landlord shall retain and continue to hold the Additional Escrow amount and apply a credit to Tenants obligations under the Lease at Landlords exclusive discretion, and (iii) the Free Rent Period shall be reduced (and rounded up, if necessary, as noted below) for each day during the period commencing April 1, 2022 and ending on the earlier of (a) June 30, 2022 or (b) the date Landlord receives Tenants written notice expressly waiving the right to terminate under this clause. If the final day of the Free Rent Period is not on the last day of the month, then Parties agree to include the remaining days of such month to the Free Rent Period so that the Fixed Rent shall begin on the first day of the month immediately succeeding the expiration of the Free Rent Period so that the Free Rent Period will be reduced by either one (1), two (2), or three (3) full calendar months.
(Example for Subsection 2.3.4(B): If Landlord received written notice by Tenant waiving its termination right on June 17, 2022, then the Free Rent Period shall be calculated by reducing the Free Rent Period by ninety-one (91) days which is three (3) full calendar months after rounding June 17th to June 30th. As defined herein and applying to this example, the Free Rent Period would commence on the Commencement Date and end after three (3) full calendar months at which time the Fixed Rent for the Term would begin on the next day being the first day of the month immediately succeeding the expiration of the Free Rent Period.)
The Parties acknowledge that the Lease and this 1st Amendment represent the entire agreement between the Parties and that no other modification, written or otherwise, exists between the Parties. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of the Lease or this 1st Amendment or any exhibits or amendments thereto.