THIS LEASE is dated as of the 16 th day of July, 2007.
In this Lease, unless there is something in the context inconsistent therewith, the Landlord and Tenant agree that:
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provided that Common Costs will not include any costs incurred by or on behalf of or at the request of an individual tenant or tenants and resulting in a benefit to such individual tenant or tenants which is not of general application to all tenants
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of the Building, costs incurred by the Landlord solely to lease premises in the Building including cost of leasing commissions, lease incentives, costs of installation of demising walls and refurbishing vacant premises, wages and compensation reasonably allocated by the Landlord to persons retained by the Landlord for the purposes of leasing the Building and debt servicing costs on any mortgage of the Building granted by the Landlord.
If any of the Common Costs or costs of a like nature at any time or from time to time apply disproportionately to the office or to the retail tenants of the Building then the Landlord, in its sole discretion acting reasonably, may allocate all or a portion of those costs to the type of tenant to whom the costs disproportionately apply;
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whether in each case characterized as goods and services tax, sales tax, multistage sales tax, value added tax, consumption tax, or any other tax, levy, duty or assessment;
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The inside finish of permanent outer Building walls shall be deemed to be, for the purpose of measurement, the inside surface of the glass in any exterior curtain wall (or the inside surface of the exterior wall if the wall contains no glass). The Rentable Area of the Premises shall be as from time to time calculated and determined by the Landlord, but it is agreed that as at the date hereof the Rentable
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The Landlord, in consideration of the rents, covenants, agreements and conditions herein to be paid, observed and performed by the Tenant, does hereby demise and lease to the Tenant the Premises for the Term.
Subject to the terms and conditions of this Lease, the Tenant shall have and hold the Premises for a term of five (5) years from and including the Commencement Date to and including the 31 st day of August, 2012.
2.3 Delay in delivery of Premises
The Landlord will not be liable for any loss, injury, damage or inconvenience which the Tenant may sustain by reason of any delay in delivery of possession of the Premises to the Tenant because of construction of the Building not having been completed but Gross Rent will abate until the earlier of thirty (30) days after the Landlord advises the Tenant in writing that the Premises are available for possession or the date upon which the Tenant actually takes possession.
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2.4 Use of Additional Areas
The use and occupation by the Tenant of the Premises includes the non-exclusive and non-transferable right or licence to the use and benefit in common with others entitled thereto and for the purposes for which they are intended, and during such hours as the Building may be open for business, as determined by the Landlord from time to time, of the Common Areas and Facilities, subject in each case to the provisions of this Lease.
3.1 Basic Rent
The Tenant will pay to the Landlord in advance in lawful money of Canada annual Basic Rent commencing on the Commencement Date and thereafter on the first day of each and every month during the Term.
The Tenant acknowledges that the annual Basic Rent stipulated above has been determined on the basis of dollar amounts set out below per square feet of estimated Rentable Area of the Premises. If the Rentable Area of the Premises is determined to be more or less than 5,342 square feet, then the Basic Rent payable under this Article 3.1 shall be adjusted in accordance with Article 4.2.
3.2 Additional Rent for Common Costs
The Tenant will pay to the Landlord the Tenant’s Proportionate Share of Common Costs in addition to the Basic Rent. Prior to the commencement of each Rental Year of the Term, the Landlord will deliver to the Tenant a statement setting forth the Landlord’s reasonable estimate of the Tenant’s Proportionate Share of Common Costs for such Rental Year and thereafter during such Rental Year the Tenant will pay to the Landlord monthly in advance on each day fixed for the payment of Basic Rent an amount equal to one-twelfth of the Tenant’s Proportionate Share of such estimated Common Costs for such Rental Year, provided that in the Rental Year in which
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the Term expires the Tenant’s Proportionate Share of Common Costs in respect of that Rental Year will be paid proportionately by equal monthly instalments during the remainder of the Term.
3.3 Reporting on Tenant’s Proportionate Share of Common Costs
As soon as reasonably practical following the end of each Rental Year of the Term, the Landlord will deliver to the Tenant a statement showing the actual amount of the Tenant’s Proportionate Share of Common Costs and setting forth in reasonable detail the Common Costs incurred by the Landlord during such year. If an overpayment of the Tenant’s Proportionate Share of Common Costs has been made by the Tenant, the Landlord will credit such amount to the Proportionate Share of Common Costs for the next ensuing period and, if there is no ensuing period, such amount will be forthwith paid to the Tenant. If an amount remains owing to the Landlord in respect of the Tenant’s Proportionate Share of Common Costs, the Tenant will pay such amount forthwith to the Landlord. The covenants contained in this Article 3.3 will survive the termination or expiration of this Lease.
3.4 Additional Rent
All moneys and charges which from time to time may be owing by the Tenant to the Landlord pursuant to this Lease including, without limitation, moneys payable by way of indemnity and Tenant’s Proportionate Share of Common Costs, and whether expressed to be rent or not, are hereby deemed to be Additional Rent. The Tenant will pay all such moneys to the Landlord upon demand by the Landlord unless other terms for payment are expressly stipulated in this Lease. If the Tenant fails to pay any Additional Rent, as and when due, the Landlord will have the same remedies for the collection of Additional Rent as it has for the recovery of Basic Rent in arrears. If the Tenant at any time or from time to time fails to pay to any person any sum which the Tenant is obliged to pay pursuant to this Lease, subject to Article 6.2, the Landlord may pay any such sum on behalf of the Tenant and same will then be a debt owing by the Tenant to the Landlord from and including the date of payment by the Landlord.
3.5 Interest on Amounts in Arrears
When Basic Rent or Additional Rent, including any interest accrued thereon, payable thereunder by the Tenant to the Landlord is in arrears, the same will bear interest at a rate equal to two percent (2%) per month from the date such rent became due to and including the date of payment. The Landlord will have all remedies for the collection of such interest as it has for the recovery of Basic Rent in arrears.
3.6 Tenant’s Taxes and Other Charges
The Tenant will pay, as and when due, to the authority or person to which same are owing:
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whether any such taxes, licence fees, rates, duties and assessments are payable by law by the Tenant or by the Landlord and whether or not same are allocated separately in respect of the Premises; and
3.7 Payment of Other Taxes
and such amounts of Other Taxes shall, subject to Subsection 3.7(c) be paid:
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3.8 Landlord as Supplier
Should the Landlord supply or elect to supply steam, water, gas, electricity or sewage facilities or any other utility used or consumed on the Premises or pay the same on a bulk basis on behalf of the Building or any part thereof the Tenant will purchase and pay for the same payable with the next monthly Basic Rent payment due, at rates not in excess of public utility rates or prevailing market rates for the same service if applicable. In no event will the Landlord have any obligations or liability in connection with the cessation or unavailability or interruption or suspension of any service or utilities at any time whether or not supplied by the Landlord. Should individual meters or apparatus for measurement of consumption for any or all utilities consumed on the Premises by the Tenant not be provided, the Landlord will allocate the cost of such utilities using as the basis for such allocation the Landlord’s reasonable estimate of the relative rates of consumption of each such tenant; such allocation by the Landlord will be conclusive and binding on the Tenant and will be payable by the Tenant with the monthly Basic Rent payment due.
3.9 Net Lease
The Tenant will pay to the Landlord duly and punctually all Basic Rent and Additional Rent required to be paid by the Tenant pursuant to this Lease without any deduction, abatement or setoff whatsoever, it being the intention of the Landlord and Tenant that this Lease is a completely carefree net lease to the Landlord, that all expenses, costs, payments and outgoings incurred in respect of the Premises and the Building, including their share of expenses for Common Areas and Facilities (unless otherwise expressly stipulated herein to the contrary) will be borne by the Tenant and other tenants of the Building, and that Basic Rent will be absolutely net to the Landlord.
3.10 Irregular Periods
If, for any reason, it becomes necessary to calculate Basic Rent or Additional Rent for irregular periods an appropriate pro rata adjustment will be made on a daily basis in order to compute such rent for such irregular periods as at the date of termination of the Term, unless otherwise expressly set out in this Lease.
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3.11 Dispute as to Costs
If the Tenant disputes the amount of any moneys to be paid by the Tenant to the Landlord pursuant to this Lease, the certificate of a chartered accountant appointed by the Landlord to determine such amount will be conclusive and binding on the Landlord and Tenant. If the dispute is in connection with the amount of Common Costs, the determination of the chartered accountant need not be made before the date on which the Rental Year would have ended but for the expiration of the Term. The cost of obtaining such certificate shall be for the account of the Tenant unless the amount of money to be paid by the Tenant as claimed by the Landlord exceeds the amount of money to be paid by the Tenant as established in the certificate by more than five percent (5%) of the amount claimed by the Landlord.
3.12 Landlord’s Taxes
Subject to the obligation of the Tenant to pay its Proportionate Share of Common Costs, the Landlord will pay real property taxes with respect to the Lands and Building as and when due, subject to lawful deferral.
The Landlord will provide the Tenant during the Term and any renewal with the licence to use two (2) parking stall(s) designated by the Landlord and located in the sub-grade parking facility. The Tenant will pay the Landlord for the use thereof $250.00 per month as Additional Rent payable on the first day of each month during the Term subject to the right of the Landlord to increase the monthly charge to charges prevailing for similar parking in similar areas of Vancouver.
The Landlord offers no warranty or indemnity as to the protection or safety of vehicles left in the sub-grade parking facility or other parking areas arranged by the Landlord nor any goods left within the vehicles and Tenant shall inform owners of vehicles that their own policies of insurance must be utilized in order to make any claim if such loss or damage occurs.
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3.14 Pre-authorized Payment Plan
Not Applicable – Monthly lease payments to be made by issuance of cheques drawn on the Tenant’s bank account held with a Canadian financial institution.
3.15 Covenant to Pay Rent
The Tenant covenants to pay Basic Rent, Additional Rent and all other costs and charges as herein provided.
4.1 Examination of Premises
The Tenant acknowledges that the Landlord is leasing the Premises to the Tenant on an “as is” basis and that the Premises are in good and satisfactory condition. There shall be a fixturing period from July 1, 2007 to September 30, 2007 during which no rent will be payable and a total budget for tenant improvements as further described in Article 7.9.
4.2 Adjustment when Areas are Measured and Changed
If the Rentable Area of the Premises or the Total Rentable Area was estimated by or on behalf of the Landlord for the purposes of this Lease because the Rentable Area thereof could not be accurately calculated prior to the execution of the Lease, or if the Rentable Area of the Premises or the Total Rentable Area changes at any time during the Term, then, when the Rentable Area of the Premises and the Total Rentable Area can be accurately calculated and if the estimate previously made was not correct or has changed, the Rentable Area of the Premises and the Total Rentable Area shall then be calculated and the appropriate adjustments made with respect to Basic Rent payable under this Lease and to the definition of Proportionate Share.
4.3 Possession and Use of Premises
The Tenant will take possession of the Premises on the Commencement Date. The Tenant will not use or permit the Premises or any part thereof to be used for any purpose other than for business offices and related uses. Without restricting the generality of the foregoing, the Tenant will not carry on any business which because of the merchandise or services likely to be sold or the merchandising or pricing methods likely to be used would in the reasonable opinion of the Landlord tend to lower the character of the Building.
The Premises will be used solely for the purpose of administrative and employment training offices and related uses, and will be operated continuously throughout the Term by the Tenant under the name DOMAIN HOLDINGS INC. (or such other name as the Landlord may approve in writing), in accordance with any rules and regulations for the Building as established by the Landlord from time to time.
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If, with the permission of the Landlord, the Tenant occupies the Premises or any part thereof prior to the Commencement Date, such occupancy will be deemed to be permissive at the will of the Landlord and in the absence of any other written agreement relating thereto will be governed by the provisions of this Lease including payment for use and occupation at the rate of Basic Rent and Additional Rent herein mentioned pro-rated on a daily basis.
The Tenant shall not allow the Premises to be unoccupied or otherwise stop operating its normal course of business or otherwise “go dark” for a period of more than fourteen (14) days without the written permission of the Landlord.
4.4 No Nuisance, Overloading or Waste
At no time during the Term will the Tenant carry on or permit or suffer to be carried on in the Premises or elsewhere in the Building anything which is noxious or offensive or which would constitute a public or private nuisance or which would annoy or disturb or cause nuisance or damage to the occupiers or owners of lands and premises adjoining or in the vicinity of the Premises or the Building. The Tenant will not permit any overloading of the floor of the Premises and will not place thereon any heavy object without the prior written consent of the Landlord. The Tenant will not cause any waste or damage to the Premises.
4.5 No Hazardous Substances
The Tenant will not locate, create or store in the Premises, the Building or the Lands and will not permit any of its agents, employees, suppliers, customers, invitees, sub-tenants, licensees or any other person having business with or under the control of the Tenant to locate, create or store on the Premises, the Building or the Lands any Hazardous Substance. A “Hazardous Substance” shall include, without limitation, any solid, liquid, smoke, waste, odour, heat, vibration, radiation, or combination thereof, which is deemed, classed or found to affect the natural, physical, chemical or biological quality of the environment, or which is or is likely to be injurious to the health or safety of persons, or which is injurious or damaging to property, plant or animal life, or which interferes with or is likely to interfere with the comfort, livelihood or enjoyment of life by a person, or which is declared to be hazardous or toxic under any law or regulation now or hereinafter enacted or promulgated by a governmental authority having jurisdiction over the Landlord, the Tenant or the Premises, and without limiting the generality of the foregoing shall include any dangerous, noxious, toxic, flammable or explosive substance, radioactive material, asbestos or PCB’s. If the Tenant is in breach of the foregoing prohibition regarding the location, creation or storage of Hazardous Substances, the Landlord, in addition to all other remedies it has under this Lease, may require the Tenant, at the Tenant’s costs to cause such Hazardous Substances to be removed and to cause the Premises, the Building or the Lands, as the case may be, to be properly restored and repaired all in accordance with any applicable laws, bylaws, rules, regulations or orders. Alternatively, at its option, the Landlord may cause such hazardous substances to be removed and may repair and restore the Premises, the Building or the Lands, as the case may be, and may cause its employees or agents to enter on the Premises for such purpose. Should the Landlord undertake such removal, repair or restoration, the Tenant shall forthwith pay to the Landlord the total cost of such removal, repair or restoration plus a fee equal to ten percent (10%) of such cost and the total of such fee and costs shall, until paid to the Landlord, bear interest at the rate stipulated herein for amounts in arrears and shall be
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recoverable as Additional Rent reserved hereunder. The Tenant hereby indemnifies and holds the Landlord harmless from and against all loss, cost, damage and expense (including, without limitation, legal fees on a solicitor and own client basis and costs incurred in the investigation, defense and settlement of claims) that the Landlord may incur as a result of or in connection with or arising from the breach of this Article 4.5 by the Tenant or in respect of non-compliance by the Tenant with any federal, provincial or municipal laws, bylaws, rules, regulations or orders relating to Hazardous Substances. The provisions of this paragraph requiring the Tenant to reimburse the Landlord’s costs plus pay a fee of ten percent (10%) of such costs, and requiring the Tenant to indemnify the Landlord, shall survive the termination of this Lease, anything to the contrary notwithstanding.
The Tenant will not erect, paint, display, place, affix or maintain or permit to be erected, painted, displayed, placed, affixed or maintained any sign, decoration, picture, lettering, symbol or notice of any nature or kind whatsoever (herein called the “Signs”) either on the exterior walls of the Premises or within the Premises if any such sign is visible from the exterior thereof or in the Building or Common Areas and Facilities without first obtaining the Landlord’s written consent which consent may be refused if in the Landlord’s sole discretion such Signs are not in keeping with the character of the Building. The Tenant, at its cost, will acquire all requisite statutory permits which may be required to erect or maintain any such approved Signs. The Tenant will cause any Signs to be maintained in a proper state of repair and will indemnify and save harmless the Landlord from all personal injuries or property damage or loss to any person caused by the existence of any such Signs. The Landlord will provide, at the cost of the Tenant, standard floor and door signage and will install and maintain a directory board for the Building in the lobby on the main floor.
4.7 Deliveries, Loading and Shipping
The Tenant will permit deliveries to the Premises and loading and unloading to be done only in and from loading areas designated by the Landlord and only in accordance with the Rules and Regulations as the Landlord from time to time may prescribe. The delivery or shipping of merchandise, supplies and fixtures to and from the Premises will be subject to such Rules and Regulations as in the sole judgment of the Landlord are necessary for the proper operation of the Premises and the Building.
The Landlord shall replace any glass in the outside windows and doors of the perimeter of the Premises (including perimeter windows in the exterior walls) with as good quality and size and in the case of perimeter windows, with glass of the same type and colour with the expense to be deemed a Common Cost during the continuance of this Lease, unless the glass shall be broken by the Tenant or the Tenant’s invitees, employees or agents, or by vandalism or in the course of a break-in in which event the Tenant shall forthwith reimburse the Landlord for such costs.
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4.9 Condition of Premises
The Tenant will not permit the Premises to become untidy or unsightly and will not permit waste or refuse to accumulate therein.
4.10 Not to Affect Landlord’s Insurance
The Tenant will not do or omit to do or permit to be done or omitted to be done on the Premises or elsewhere in the Building anything which would directly or indirectly cause the insurance premiums in respect of the Building or the Landlord’s premiums for liability insurance to be increased. If any insurance premium is thereby increased, the Tenant will pay to the Landlord the amount by which the insurance premiums are so increased. The Tenant will not store or permit to be stored upon the Premises anything of a dangerous, inflammable or explosive nature or anything which would have the effect of increasing the Landlord’s insurance premiums or of leading to the cancellation of the Landlord’s insurance. If any insurance policy of the Landlord is cancelled by an insurer by reason of the use and occupation of the Premises by the Tenant or by an assignee, subtenant or anyone permitted by the Tenant to be on the Premises, then the Landlord, at its option and without prejudice to its other rights and remedies, may terminate this Lease upon seven (7) days’ written notice to the Tenant and thereupon Basic Rent and Additional Rent will be apportioned and paid in full to the date of expiration of such notice and the Tenant will immediately deliver up vacant possession of the Premises to the Landlord and the Landlord may re-enter and take possession of same and, at its option and at the expense of the Tenant, may rectify the situation causing such cancellation.
4.11 Preventing Cancellation
The Landlord, by its representatives, may at any time enter upon the Premises to remove any article or remedy any condition which, in the reasonable opinion of the Landlord, would be likely to lead to cancellation of any insurance policy.
4.12 Landlord’s Services
So long as the Tenant is not in default under this Lease, the Landlord will provide the services set forth in this Article 4 provided that the Landlord will have the right at any time, without liability or obligation to the Tenant, to discontinue or modify any services required of it under this Article 4 or elsewhere in this Lease during such times as may be necessary, or as the Landlord may deem reasonably advisable, by reason of accident or for the purpose of effecting repairs, replacements, alterations or improvements. Without limiting the foregoing, the Landlord will not be liable to the Tenant for failure for any reason to supply the said services or any of them provided that the Landlord will correct any such failure with reasonable diligence.
The Landlord will cause the Common Areas and Facilities to be kept clean and tidy and reasonably free of debris.
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4.14 Electrical Current and Lighting Fixtures
The Landlord (subject to its ability to obtain same from its principal supplier) will cause the Premises to be supplied with electric current for normal lighting, which the Tenant agrees to take and receive from the Landlord. The Tenant will pay the cost, including installation, of all electric light bulbs, tubes and ballasts used to replace those installed in the Premises at the commencement of the Term and the cost of cleaning, maintenance and repair of the fluorescent fixtures therein and the cost of periodic relamping and destaticizing of the said fluorescent fixtures as may be required from time to time by the Landlord in accordance with prudent building management practices. The Landlord, at its option, will have the exclusive right to provide and carry out at the Tenant’s expense such installations, maintenance, repair, relamping and destaticizing at reasonably competitive rates.
4.15 Air-Conditioning and Heating
The Landlord will provide an air-conditioning and heating system (but not any special air-conditioning as may be required with respect to the operation of computer equipment or any other equipment to be installed in the Premises) to provide a reasonable and constant supply of air to the Premises that is heated or cooled and capable of maintaining a reasonable temperature in the Premises. Same will be supplied during the following hours on business days; namely, Monday to Friday inclusive 8:00 a.m. to 6:00 p.m. (except for statutory holidays) and on Saturday from 8:00 a.m. to 12:00 noon. The Landlord, however, when requested by the Tenant, may furnish air-conditioning to the Premises at such other times, including weekends and statutory holidays, but only at the expense of the Tenant, based on the Landlord’s estimate of its cost for labour and utilities used in the operation of the air-conditioning system at such hours or on such days. Such service will apply to all of the Building, provided always that the obligations of the Landlord hereunder will be conditional upon the following:
If the Landlord deems it necessary to run elements of the system through the Premises in order to serve other tenants, the Tenant will permit the Landlord and its agents and contractors to perform such work in the Premises. The Landlord will make a preliminary adjustment of the airconditioning and heating system at the commencement of the Term. The Tenant acknowledges that a reasonable time will be required after the Building has been fully occupied in order to fully adjust and balance the air-conditioning system and heating systems. If the apparatus or any part thereof used in heating and/or air-conditioning the Premises become damaged, destroyed or inoperative, the Landlord will have a reasonable time within which to repair the damage or repair the apparatus and the Landlord will not in any event be liable to the Tenant or its officers or
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employees for any direct, indirect or consequential damage or damages for personal discomfort or illness arising by reason of the interruption of such service.
4.16 Use of Electric Current
The Tenant covenants and agrees that at all times its use of electric current will not exceed the capacity of existing electrical wiring in and supplying the Premises.
4.17 Floor Covering
The Tenant will maintain and repair the floor covering in the Premises in as good a condition as reasonable use will permit, reasonable wear and tear only excepted, and whether or not installed by the Landlord. Without restricting the generality of the foregoing, such maintenance and repair will include in the case of carpeting regular spot cleaning and shampooing thereof in a manner acceptable to the Landlord or alternatively the Landlord may perform the Tenants obligation in Article 4.17 at its discretion.
Subject to the supervision of the Landlord, the Landlord will furnish for use by the Tenant and its employees and invitees in common with other persons entitled thereto passenger elevator service to the Premises, and will furnish for the use of the Tenant in common with others entitled thereto at reasonable intervals and at such hours as the Landlord may select, freight elevator service to the Premises for the carriage of furniture, equipment, deliveries and supplies. If any elevator shall become inoperative or shall be damaged or destroyed, the Landlord shall have a reasonable time within which to repair such damage or replace such elevator and the Landlord shall repair or replace the same as soon as reasonably possible, but shall in no event be liable for indirect or consequential damages or other damages for personal discomfort or illness during such period of repair or replacement.
Unless the Premises include the washrooms on any floor which are standard to the Building and would otherwise be available for common use, the Landlord will provide for the use of the Tenant and its employees and invitees, in common with others entitled thereto, washrooms available to the Premises on each floor in the Building upon which any part of the Premises is located.
4.20 Janitor Services
The Landlord will provide janitor and cleaning services to the Premises, it being agreed by the Tenant that any janitor or cleaning service which the Landlord shall agree to provide in excess of services ordinarily provided by the Landlord for tenants of the Building (including those extra services which the Landlord shall make available by demand or special arrangement) shall be provided at the Tenant’s expense.
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5.1 Consent Required
Prior to the Tenant agreeing to the terms and conditions with any person or persons (other than the Landlord) upon which it would be willing to effect a Transfer (as hereinafter defined) of this Lease, the Tenant shall give written notice thereof to the Landlord.
The Tenant will not assign this Lease in whole or in part, nor sublet all or any part of the Premises, nor mortgage or encumber this Lease or the Premises or any part thereof, nor suffer or permit the occupation of, or part with or share possession of, all or any part of the Premises by any person (all of the foregoing being collectively referred to in this Article 5 as a “Transfer”), without the prior written consent of the Landlord in each instance. No request for consent will be considered by the Landlord unless the Tenant has notified the Landlord of all terms and conditions of the proposed Transfer with the proposed Transferee (as hereinafter defined). Subject to the exercise of the Landlord’s option to cancel contained in Article 5.2 and to the covenant, creditworthiness, and business reputation of the Transferee being at least equal to that of the Tenant, the Landlord’s consent may not be unreasonably withheld. The consent by the Landlord to any Transfer, if granted, shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This restriction against a Transfer is to be construed so as to include a restriction against any Transfer by operation of law and no Transfer shall take place by reason of failure by the Landlord to give notice to the Tenant within ten (10) business days as required by Article 5.2.
If there is a permitted Transfer of this Lease, the Landlord may collect rent from the assignee, subtenant or occupant (all of the foregoing being hereinafter collectively referred to as the “Transferee”), and apply the net amount collected to the Gross Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of this covenant, or the acceptance of the Transferee as Tenant, or a release of the Tenant or the Guarantor, if any, from the further performance by the Tenant or the Guarantor, if any, of the covenants or obligations on the part of the Tenant or the Guarantor, if any, herein contained. Any document or consent evidencing such Transfer of this Lease if permitted or consented to by the Landlord shall be prepared by the Landlord or its solicitors, and all legal costs with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand as Additional Rent. Any consent by the Landlord shall be subject to the Tenant causing any such Transferee to promptly execute an agreement directly with the Landlord agreeing to be bound by all of the terms, covenants and conditions contained in this Lease as if such Transferee had originally executed this Lease as Tenant. Notwithstanding any such Transfer permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with the Transferee on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease.
5.2 Landlord’s Option
If the Tenant intends to effect a Transfer of all or any part of the Premises or this Lease, in whole or in part, or any estate or interest hereunder, then and so often as such event shall occur, the
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Tenant shall give prior written notice to the Landlord of such intent, specifying therein the proposed Transferee and providing all material information with respect thereto including, without limitation, information concerning the principals thereof and such credit, financial or business information relating to the proposed Transferee as the Landlord requires, and the Landlord shall, within ten (10) business days thereafter, notify the Tenant in writing that, either:
If the Landlord elects to cancel this Lease as aforesaid, the Tenant shall notify the Landlord in writing within five (5) days thereafter of the Tenant’s intention either to refrain from such Transfer or to accept the cancellation of this Lease, and if the Tenant fails to deliver such notice within such period of five (5) days, this Lease will thereby be terminated as of the date on which the proposed Transfer was to be effected. If the Tenant advises the Landlord within such five (5) day period that it intends to refrain from such Transfer, then the Landlord’s election to cancel this Lease as aforesaid shall become null and void in such instance.
5.3 No Advertising of the Premises
The Tenant shall not advertise the whole or any part of the Premises or this Lease for purposes of a Transfer and shall not print, publish, post, display or broadcast any notice or advertisement to that effect, and shall not permit any broker or other person to do any of the foregoing, unless the complete text and format of any such notice, advertisement, or offer is first approved in writing by the Landlord, such consent not to be unreasonably withheld. Without in any way restricting or limiting the Landlord’s right to refuse any text or format on other grounds, any text or format proposed by the Tenant sha