TENANT UNDER THIS LEASE SHALL BE SATISFIED IN FULL IF
LANDLORD UNDERTAKES TO LEASE THE PREMISES TO ANOTHER TENANT (A "SUBSTITUTE
TENANT") IN ACCORDANCE WITH THE FOLLOWING CRITERIA:
(1) LANDLORD SHALL HAVE NO
OBLIGATION TO SOLICIT OR ENTERTAIN NEGOTIATIONS WITH ANY OTHER PROSPECTIVE
TENANTS FOR THE PREMISES UNTIL LANDLORD OBTAINS FULL AND COMPLETE POSSESSION OF
THE PREMISES INCLUDING, WITHOUT LIMITATION, THE FINAL AND UNAPPEALABLE LEGAL
RIGHT TO RELET THE PREMISES FREE OF ANY CLAIM OF TENANT; (2) LANDLORD SHALL NOT
BE OBLIGATED TO LEASE OR SHOW THE PREMISES, ON A PRIORITY BASIS, OR OFFER THE
PREMISES TO A PROSPECTIVE TENANT WHEN OTHER PREMISES IN THE BUILDING SUITABLE
FOR THAT PROSPECTIVE TENANT'S USE ARE (OR SOON WILL BE) AVAILABLE; (3) LANDLORD
SHALL NOT BE OBLIGATED TO LEASE THE PREMISES TO A SUBSTITUTE TENANT FOR A RENT
LESS THAN THE CURRENT FAIR MARKET RENT THEN PREVAILING FOR SIMILAR USES IN
COMPARABLE BUILDINGS IN THE SAME MARKET AREA AS THE BUILDING, NOR SHALL LANDLORD
BE OBLIGATED TO ENTER INTO A NEW LEASE UNDER OTHER TERMS AND CONDITIONS THAT ARE
UNACCEPTABLE TO LANDLORD UNDER LANDLORD'S THEN CURRENT LEASING POLICIES FOR
COMPARABLE SPACE IN THE BUILDING; (4) LANDLORD SHALL NOT BE OBLIGATED TO ENTER
INTO A LEASE WITH A SUBSTITUTE TENANT WHOSE USE WOULD: (I) VIOLATE ANY
RESTRICTION, COVENANT, OR REQUIREMENT CONTAINED IN THE LEASE OF ANOTHER TENANT
OF THE BUILDING; (II) ADVERSELY AFFECT THE REPUTATION OF THE BUILDING; OR (III)
BE INCOMPATIBLE WITH THE OPERATION OF THE BUILDING; AND (5) LANDLORD SHALL NOT
BE OBLIGATED TO ENTER INTO A LEASE WITH ANY PROPOSED SUBSTITUTE TENANT WHICH
DOES NOT HAVE, IN LANDLORD'S REASONABLE OPINION, SUFFICIENT FINANCIAL RESOURCES
TO OPERATE THE PREMISES IN A FIRST CLASS MANNER AND TO FULFILL ALL OF THE
OBLIGATIONS IN CONNECTION WITH THE LEASE THEREOF AS AND WHEN THE SAME BECOME
DUE.
F.
THE RECEIPT BY LANDLORD OF LESS THAN THE
FULL RENT DUE SHALL NOT BE CONSTRUED TO BE OTHER THAN A PAYMENT ON ACCOUNT OF
RENT THEN DUE, NOR SHALL ANY STATEMENT ON TENANT'S CHECK OR ANY LETTER
ACCOMPANYING TENANT'S CHECK BE DEEMED AN ACCORD AND SATISFACTION, AND LANDLORD
MAY ACCEPT SUCH PAYMENT WITHOUT PREJUDICE TO LANDLORD'S RIGHT TO RECOVER THE
BALANCE OF THE RENT DUE OR TO PURSUE ANY OTHER REMEDIES PROVIDED IN THIS LEASE.
THE ACCEPTANCE BY LANDLORD OF RENT HEREUNDER SHALL NOT BE CONSTRUED TO BE A
WAIVER OF ANY BREACH BY TENANT OF ANY TERM, COVENANT OR CONDITION OF THIS LEASE.
NO ACT OR OMISSION BY LANDLORD OR ITS EMPLOYEES OR AGENTS DURING THE LEASE TERM
SHALL BE DEEMED AN ACCEPTANCE
17
OF A SURRENDER OF THE PREMISES, AND NO AGREEMENT TO ACCEPT SUCH A SURRENDER
SHALL BE VALID UNLESS IN WRITING AND SIGNED BY LANDLORD.
G.
IN THE EVENT OF ANY LITIGATION BETWEEN
TENANT AND LANDLORD TO ENFORCE OR INTERPRET ANY PROVISION OF THIS LEASE OR TO
ENFORCE ANY RIGHT OF EITHER PARTY HERETO, THE UNSUCCESSFUL PARTY TO SUCH
LITIGATION SHALL PAY TO THE SUCCESSFUL PARTY ALL COSTS AND EXPENSES, INCLUDING
REASONABLE ATTORNEY'S