prior to the expiration of the Term as set forth above, then Tenant shall deliver to Landlord at least two (2) years’ prior written notice of such election (the “Early Termination Notice”). In the event Tenant delivers the Early Termination Notice to Landlord as set forth above, then Tenant shall deliver to Landlord on or before the date of the termination of the Lease as set forth in Tenant’s Early Termination Notice (the “Termination Date”) a termination fee in an amount equal to the monthly Base Rent in effect as of the Termination Date multiplied by twenty-five percent (25%) of the total number of full calendar months that otherwise would have remained in the Term following the Termination Date.
5. Notice. Section 15.12(b) and 15.12(c) are hereby deleted in their entirety and replaced with the following:
“(b) All rents and other sums payable by Tenant to Landlord shall be by check payable to “Harrison Limited Partnership One” delivered in person or mailed to Landlord at “Volunteer Building Suite 1200, 832 Georgia Ave., Chattanooga, Tennessee Attn: John F. Henry Jr.”, or by wire transfer per instructions delivered by Landlord, from time to time.
(c) All notices, demands, or requests from Tenant to Landlord shall be given to Landlord at Volunteer Building Suite 1200, 832 Georgia Ave., Chattanooga, Tennessee Attn: John F. Henry Jr. or, if by facsimile transmission, to (423) 321-1509.”
6. Ratification of Lease. Except as amended and modified by this Amendment, all the terms, provisions, agreements, covenants and conditions of the Lease are hereby affirmed and ratified. From and after the date hereof, all references to the Lease shall mean the Lease as amended hereby. Landlord and Tenant each hereby ratifies and confirms its obligations under the Lease, and represents and warrants to the other that, to its knowledge, it has no defenses thereto. Additionally, Landlord and Tenant further confirm and ratify that, as of the date hereof, (a) the Landlord and Tenant are and remain in good standing and the Lease is in full force and effect, and (b) neither Landlord nor Tenant has any claims, counterclaims, set-offs or defenses against the other arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant. In the event of any conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall prevail.
7. Counterparts. This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each party may execute a facsimile or e-mail counterpart signature page, which shall constitute a valid and binding obligation of the party signing such facsimile or e-mail counterpart.
8. Entire Agreement. This Amendment contains the entire understanding and agreement between the parties relating to the matters covered hereby and supersedes all prior or contemporaneous negotiations, arrangements, agreements, understandings, representations, and statements, whether oral or written, with respect to the matters covered hereby, all of which are merged herein and shall be of no further force or effect.
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