to, and
not in derogation of any remedies for any preceding breach, with or without
notice of demand (except as otherwise expressly provided herein) and without
limiting Landlord in the exercise of any right or remedy which Landlord may have
by reason of such Event of Default have all of the following remedies available:
(A)
LANDLORD SHALL HAVE THE RIGHT TO TERMINATE
TENANT'S RIGHT TO POSSESSION OF THE PREMISES AND REPOSSESS THE PREMISES BY ANY
LAWFUL MEANS WITHOUT TERMINATING THIS LEASE.
LANDLORD SHALL USE GOOD FAITH AND
REASONABLY PROMPT EFFORTS, TO THE EXTENT REQUIRED BY APPLICABLE LAW OF THE STATE
WHERE THE PREMISES ARE LOCATED, TO RE-LET THE PREMISES FOR THE ACCOUNT OF TENANT
FOR SUCH RENT AND UPON SUCH TERMS AS MAY BE SATISFACTORY TO LANDLORD.
FOR THE
PURPOSES OF THAT RE-LETTING, LANDLORD MAY REPAIR, AND PERFORM NORMAL REMODELING
AND ALTERATIONS TO THE PREMISES.
IF LANDLORD FAILS TO RE-LET THE PREMISES,
TENANT SHALL PAY TO LANDLORD THE RENT IN THIS LEASE FOR THE BALANCE OF THE TERM
AS THOSE AMOUNTS BECOME DUE IN ACCORDANCE WITH THE TERMS OF THIS LEASE.
IF
LANDLORD RE-LETS THE PREMISES, BUT FAILS TO REALIZE A SUFFICIENT SUM FROM THE
RE-LETTING TO PAY THE FULL AMOUNT OF RENT IN THIS LEASE FOR THE BALANCE OF THE
TERM AS THOSE AMOUNTS BECOME DUE IN
ACCORDANCE WITH THE TERMS OF THIS LEASE, AFTER PAYING ALL OF THE COSTS AND
EXPENSES OF ALL NORMAL AND CUSTOMARY DECORATION, REPAIRS, REMODELING,
ALTERATIONS AND ADDITIONS AND THE EXPENSES OF THE RE-LETTING AND OF THE
COLLECTION OF THE RENT ACCRUING FROM THE RE-LETTING, TENANT SHALL PAY TO
LANDLORD THE AMOUNT OF ANY DEFICIENCY UPON LANDLORD'S DEMAND FROM TIME TO TIME
MADE.
(B)
LANDLORD SHALL HAVE THE RIGHT AT ANY TIME TO
GIVE A WRITTEN TERMINATION NOTICE TO TENANT AND, ON THE DATE SPECIFIED IN SUCH
NOTICE, TENANT'S RIGHT TO POSSESSION SHALL TERMINATE AND THIS LEASE SHALL
TERMINATE.
UPON SUCH TERMINATION, LANDLORD SHALL HAVE THE RIGHT TO RECOVER FROM
TENANT:
(I)
THE WORTH AT THE TIME OF DETERMINATION
OF ALL UNPAID RENT WHICH HAD BEEN EARNED AT THE TIME OF TERMINATION;
(II)
THE WORTH AT THE TIME OF DETERMINATION OF
THE AMOUNT OF ALL UNPAID RENT FOR THE BALANCE OF THE THEN-TERM OF THIS LEASE
AFTER THE TIME OF TERMINATION EXCLUDING THE POTENTIAL LEASE TERM UNDER ANY
UNEXERCISED OPTIONS FOR ANY EXTENSION TERMS REDUCED ONLY TO THE EXTENT OF NET
RENTAL PROCEEDS ACTUALLY RECEIVED FROM ANY SUBSEQUENT REPLACEMENT TENANT(S) FOR
THE PREMISES; PROVIDED, HOWEVER, EXCEPT TO THE EXTENT THE PREMISES' STATE
STATUTES OR COMMON LAW REQUIRES LANDLORD TO MITIGATE ITS DAMAGES ARISING FROM AN
EVENT OF DEFAULT BY TENANT UNDER THIS LEASE, FROM AND AFTER ANY SUCH EVENT OF
DEFAULT, LANDLORD SHALL HAVE NO DUTY TO MITIGATE ITS DAMAGES BY RE-LETTING, OR
ATTEMPTING TO RE-LET, THE PREMISES TO ANY REPLACEMENT TENANT(S); AND
(III)
ALL OTHER AMOUNTS NECESSARY TO COMPENSATE
LANDLORD FOR ALL THE DETRIMENT PROXIMATELY CAUSED BY TENANT'S FAILURE TO PERFORM
ALL OF TENANT'S OBLIGATIONS UNDER THIS LEASE OR WHICH IN THE