IN THIS LEASE; PROVIDED, THAT IF LANDLORD SHALL RELET ALL OR
ANY PART OF THE PREMISES FOR ALL OR ANY PART OF THE PERIOD COMMENCING ON THE DAY
FOLLOWING THE DATE OF SUCH TERMINATION OR RE-ENTRY TO AND INCLUDING THE
EXPIRATION DATE, LANDLORD SHALL CREDIT TENANT WITH THE NET RENTS RECEIVED BY
LANDLORD FROM SUCH RELETTING, SUCH NET RENTS TO BE DETERMINED BY FIRST DEDUCTING
FROM THE GROSS RENTS AS AND WHEN RECEIVED BY LANDLORD FROM SUCH RELETTING THE
REASONABLE EXPENSES INCURRED OR PAID BY LANDLORD IN TERMINATING THIS LEASE AND
OF RE-ENTERING THE PREMISES AND OF SECURING POSSESSION THEREOF, AS WELL AS THE
EXPENSES OF RELETTING, INCLUDING, WITHOUT LIMITATION, ALTERING AND PREPARING THE
PREMISES FOR NEW TENANTS, BROKERS COMMISSIONS, AND ALL OTHER EXPENSES PROPERLY
CHARGEABLE AGAINST THE PREMISES AND THE RENTAL THEREFROM IN CONNECTION WITH SUCH
RELETTING, IT BEING UNDERSTOOD THAT ANY SUCH RELETTING MAY BE FOR A PERIOD EQUAL
TO OR SHORTER OR LONGER THAN SAID PERIOD; PROVIDED, FURTHER, THAT (I) IN NO
EVENT SHALL TENANT BE ENTITLED TO RECEIVE ANY EXCESS OF SUCH NET RENTS OVER THE
SUMS PAYABLE BY TENANT TO LANDLORD UNDER THIS LEASE, (II) IN NO EVENT SHALL
TENANT BE ENTITLED, IN ANY SUIT FOR THE COLLECTION OF DAMAGES PURSUANT TO THIS
ARTICLE 19, TO A CREDIT IN RESPECT OF ANY NET RENTS FROM A RELETTING EXCEPT TO
THE EXTENT THAT SUCH NET RENTS ARE ACTUALLY RECEIVED BY LANDLORD PRIOR TO THE
COMMENCEMENT OF SUCH SUIT, AND (III) LANDLORD SHALL HAVE NO OBLIGATION TO SO
RELET THE PREMISES AND TENANT HEREBY WAIVES ANY RIGHT TENANT MAY HAVE, AT LAW OR
IN EQUITY, TO REQUIRE LANDLORD TO SO RELET THE PREMISES.
(B)
AT ANY TIME AFTER THE TERM SHALL HAVE EXPIRED AND COME TO AN END OR
LANDLORD SHALL HAVE RE-ENTERED UPON THE-PREMISES, AS THE CASE MAY BE, WHETHER OR
NOT LANDLORD SHALL HAVE COLLECTED ANY MONTHLY DEFICIENCIES AS PROVIDED IN THIS
ARTICLE 19, LANDLORD SHALL BE ENTITLED TO RECOVER FROM TENANT, AND TENANT SHALL
PAY TO LANDLORD, ON DEMAND, AS AND FOR LIQUIDATED AND AGREED FINAL DAMAGES, A
SUM EQUAL TO THE AMOUNT BY WHICH THE RENT RESERVED IN THIS LEASE FOR THE PERIOD
WHICH OTHERWISE WOULD HAVE CONSTITUTED THE UNEXPIRED PORTION OF THE TERM EXCEEDS
THE THEN FAIR AND REASONABLE RENTAL VALUE OF THE PREMISES FOR THE SAME PERIOD,
BOTH DISCOUNTED TO PRESENT WORTH AT THE RATE OF NINE PERCENT (9%) PER CENT PER
ANNUM.
IF, BEFORE PRESENTATION OF PROOF OF SUCH LIQUIDATED DAMAGES TO ANY
COURT, COMMISSION, OR TRIBUNAL, THE PREMISES, OR ANY PART THEREOF, SHALL HAVE
BEEN RELET BY LANDLORD FOR THE PERIOD WHICH OTHERWISE WOULD HAVE CONSTITUTED THE
UNEXPIRED PORTION OF THE TERM, OR ANY PART THEREOF, THE AMOUNT OF RENT RESERVED
UPON SUCH RELETTING SHALL BE DEEMED, PRIMA FACIE, TO BE THE FAIR AND REASONABLE
RENTAL VALUE FOR THE PART OR THE WHOLE OF THE PREMISES SO RELET DURING THE TERM
OF THE RELETTING.
EXCEPT IN THE CASE OF A BANKRUPTCY PROCEEDING, LANDLORD WILL
NOT INVOKE THE PROVISIONS OF