remedies which Tenant may have, to render this Agreement void and of no further force or effect, upon written notice to Subtenant, in addition to Tenants remedies pursuant to
Section 5(C) below. Such notice, to be effective, shall be provided to Subtenant within five (5) business days after the date that Subtenant executes and delivers this Agreement to Tenant.
B. The Release provided in Section 4 of this Agreement shall be void ab initio and will be of no force or effect if the
Termination Fee or any part is ever invalidated, voided, avoided, rescinded, determined to be fraudulent or preferential, set aside, or required to be repaid or retransferred by operation of law, or by order of any state or federal court of
competent jurisdiction (including, without limitation, a United States Bankruptcy Court or a trustee in bankruptcy or other party in interest in any bankruptcy proceeding) in connection with an action or proceeding, initiated or commenced in favor
of, against, on behalf of, or in concert with, directly or indirectly, Subtenant, or any person claiming by or through Subtenant, or any of their respective agents, employees, representatives, officers, directors, shareholders, subsidiaries,
affiliates, heirs, legal representatives, successors or assigns.
C. Without limitation, if the Termination Fee or any other
payments made by Subtenant to Tenant pursuant hereto or contemplated hereby, become invalidated, voided, avoided, rescinded, declared to be fraudulent or preferential, set aside, or required to be repaid or retransferred to any person or entity,
then the liability or indebtedness (or part thereof) which had been deemed paid, reduced, credited, discharged, waived, or satisfied by Tenant shall be reinstated as of the date such initial payment, reduction, discharge, waiver, or satisfaction
occurred; any partial invalidation, voidness, rescission, declaration, retransfer, or repayment shall result in partial reinstatement to the extent necessary to provide Tenant with the benefits originally intended to be provided to it under this
Agreement.
6. Security Deposit. The parties hereby acknowledge that Tenant is currently holding a Security Deposit
in the amount of Two Hundred Ninety-Seven Thousand Seven Hundred Seventeen and 00/100 Dollars ($297,717.00) pursuant to Section 5 of the Sublease. Section 5 of the Sublease shall govern the return, by Tenant to Subtenant, of the Security
Deposit then being held by Tenant.
7. Operating Expenses and Tax Expenses. Tenant and Subtenant acknowledge that
Subtenants payments on account of Subtenants share of increases in Landlord Operating Expenses and Landlords Tax Expenses for calendar year 2024 and fiscal year 2024 have been based upon estimated amounts. The parties agree that
the adjustment provisions of Section 4(c) of the Sublease shall not apply to calendar year 2024 and fiscal year 2024, and upon the determination of the actual amount of Subtenants share of increases in Landlord Operating Expenses and
Landlords Tax Expenses for calendar year 2024 and fiscal year 2024, Subtenant shall not be responsible to pay any underpayment to Tenant and Tenant shall not be required to refund any overpayment to Subtenant.
8. Release. Except for Tenants obligations under this Agreement and Tenants obligations under the Sublease
from the date of this Agreement through the Effective Termination Date, Subtenant, on behalf of itself and its partners, limited partners, officers, directors, shareholders, agents, attorneys, employees, subsidiaries, parents, affiliates, successors
and/or assigns (collectively, the Subtenant Related Parties), hereby remises, releases and forever
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