Exhibit 10.6
THIS LEASE dated the 3rd day of September, 1996
BETWEEN:
ROYAL TRUST CORPORATION OF CANADA, as Trustee
(hereinafter called "Landlord")
- and -
TRANSFORMATION PROCESSING INC.
(hereinafter called "Tenant")
ARTICLE I
1.0 LEASE SUMMARY
1.1 Premises: a portion of the 2nd Floor, being Suite 200 at the Building,
municipally known as 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx;
1.2 Term: five (5) years;
1.3 (a) Commencement Date: October 1, 1996;
(b) Expiry Date: September 30, 2001;
1.4 Basic Rent: $5.55 per square foot of Rentable Area of the Premises per
annum;
1.5 Rentable Area of Premises: approximately 5,477 square feet, provided,
however, that if, upon measurement of the Rentable Area of the Premises in
accordance with the terms of this Lease, it is determined that the Rentable
Area is greater than 5,750.85 square feet, Tenant shall have the right
exercisable within two (2) days after receipt of the Landlord's architect's
certificate, to reduce the size of the Premises so that the Rentable Area
does not exceed 5,750.85 square feet;
1.6 Rent Deposit: $13,381.22, to be applied towards the first one (1) month's
Basic Rent and Additional Rent and the balance, to be held by Landlord as
prepaid rent and applied in accordance with section 7.2;
1.7 Use of Premises: Office premises, in keeping with first class
office building standards;
1.8 Address of Tenant: at the Premises
1.9 Address of Landlord: c/o RT Realty Advisors
Xxxxx 0000, Xxxxx Xxxxx Xxxxx,
X.X. Xxx 00, Xxxxxxx-Xxxxxxxx Centre,
00 Xxxx Xxxxxx Xxxx,
Xxxxxxx, Xxxxxxx
X0X 0X0
1.10 Special Provisions: see Schedule "F".
ARTICLE II
2.0 LEASE OF PREMISES
2.1 Net Lease
It is the intent of the parties hereto that this Lease be absolutely net to
Landlord and Landlord not be responsible for any expense or obligations of any
kind whatsoever in respect of the Premises or the Project.
2.2 Premises
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Premises.
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2.3 Use Prior to Commencement Date
If Tenant uses or occupies the whole or any part of the Premises in any way
prior to the Commencement Date, all the terms and conditions contained in this
Lease shall apply to such period.
2.4 Acceptance of Premises
Tenant shall accept the Premises in the state and condition in which they
are received from Landlord.
2.5 Licence to Use Common Facilities
Landlord grants to Tenant the non-exclusive licence during the Term to use
for their intended purposes, such portions of the Common Facilities as Landlord
determines to be required for the use of the Premises during such hours as the
Common Facilities are open for use, as determined by Landlord from time to time.
2.6 Quiet Enjoyment
Subject to Tenant's complying with all of the terms of this Lease, Tenant
may peaceably possess and enjoy the Premises for the Term without interruption
by Landlord or any person claiming through Landlord.
ARTICLE III
3.0 TENANT'S COVENANTS
3.1 Tenant to Pay Rent
Tenant shall pay as rent Basic Rent and Additional Rent (collectively
called "Rent"), without prior demand and without deduction, set-off or abatement
whatsoever. Basic Rent shall be paid in equal monthly instalments in advance on
the first day of each and every month during the Term. For any partial month(s)
during the Term Rent shall be computed on a per diem basis. If Basic Rent is
described as an amount per square foot, then the Basic Rent shall be adjusted
upon the determination of the Rentable Area of the Premises.
3.2 Post-Dated Cheques
On the first day of each lease year, Tenant shall deliver to Landlord
post-dated cheques for all payments of Basic Rent and estimates of Additional
Rent or any portions thereof payable during the balance of such Fiscal Year.
3.3 Taxes Payable by Tenant
(a) Tenant shall pay to Landlord all Taxes Charged against or in respect of
the Premises based on assessments if available or otherwise as determined by
Landlord, acting reasonably, and its Proportionate Share of Taxes Charged
against the Common Facilities, and all applicable Sales Taxes.
(b) Landlord (and not Tenant) may contest and appeal any Taxes or
assessments. Tenant will cooperate with Landlord in respect of any such contest
and appeal and shall provide to Landlord such information and execute such
documents as Landlord requests to give full effect to the foregoing.
3.4 Tenant's Payment of Operating Costs and Utilities
Tenant shall pay to Landlord: (i) Excess Costs charged by Landlord, (ii)
its Proportionate Share of Operating Costs, and (iii) all Utility Costs.
Tenant shall execute and deliver any agreements required by Landlord in
respect of the supply of any Utilities to the Premises. Tenant's use of any such
Utilities shall not exceed the available capacity of the existing systems from
time to time.
3.5 Monthly Payments of Additional Rent
Landlord may from time to time by written notice to Tenant estimate or
re-estimate all or any portion of Additional Rent for the current or upcoming
Fiscal Year or part thereof. The amounts so estimated shall be payable by Tenant
in advance in equal monthly instalments on the same days as the monthly payments
of Basic Rent. As soon as practical after the expiration to each Fiscal Year or
part thereof, Landlord shall furnish to Tenant a statement of the actual amounts
payable by Tenant with reasonable detail, which statement shall be final and
binding. Within 15 days after delivery of such statement, either Tenant shall
pay to Landlord the amounts shown on the statement to be owed or Landlord shall
credit Tenant's account with any overpayment.
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3.6 Use of Premises
Tenant covenants that it shall not use and shall not permit the Premises to
be used for any purpose other than the Use as provided in section 1.7 above.
3.7 Compliance with Laws
Tenant shall be solely responsible for obtaining from all authorities
having jurisdiction all necessary permits, licences and approvals as may be
necessary to permit Tenant to occupy the Premises and conduct its business
thereon, as required by all applicable Laws. Tenant shall comply at its own
expense with all applicable Laws respecting the use, condition and occupation of
the Premises, and all leasehold improvements, fixtures, equipment and contents
thereof.
3.8 Prohibited Uses
Tenant shall not permit any part of the Premises to be used during the Term
for any of the following businesses or activities: (i) any retail, wholesale
sales activities or any auction; (ii) any vending machines or other coin
operated, mechanical or electrical serving or dispensing machines whatsoever for
the sale or supply of food or beverages (other than food or beverages such as
are routinely served in office premises without charge to employees such as
coffee and soft drinks); (iii) sale of tickets for theatre or other
entertainment events or lotteries; (iv) any business which would result in
people waiting in Common Facilities to enter the Premises; (v) any type of
business or business practice which would, in the sole opinion of Landlord, tend
to lower the character or image of any part of the Project; (vi) any use which
in any way contravenes any restrictive covenants in leases granted by Landlord
or other agreements or arrangements with other tenants; or (vii) any business or
activity not in compliance with all Laws.
3.9 Maintenance and Repairs of Premises
Tenant at its expense shall perform such maintenance, repairs and
replacements as required to keep the Premises, all contents thereof and all
services and equipment located in or primarily serving the Premises (not part of
the Common Facilities), in first-class appearance and condition, and in
accordance with all Laws and Landlord's reasonable requirements, subject only to
the obligations of Landlord expressly provided in section 4.4. For the purposes
of this section 3.9 the Premises shall include, without limitation, all
leasehold improvements, perimeter walls and glass and doors. Landlord may enter
the Premises at any time to view the state of repair and condition thereof and
Tenant shall promptly perform according to Landlord's notice any maintenance,
repairs or replacements in accordance with Tenant's obligations hereunder.
3.10 Approval of Repairs and Alterations
Tenant shall not make any repairs, replacements, changes, additions,
improvements or alterations (hereinafter referred to as "Alterations") to the
Premises without complying with the provisions of Schedule "D".
3.11 Ownership and Removal of Leasehold Improvements
Upon installation, all Leasehold Improvements become the property of
Landlord but Landlord shall not have any responsibility in respect of the
maintenance, repair or replacement thereof. Tenant shall not remove any
Leasehold Improvements from the Premises at any time except that, at the expiry
or earlier termination of the Term, Tenant shall remove any or all Leasehold
Improvements in or about the Premises as required by Landlord ("Remove(d)") and
shall repair all damage resulting from, and shall restore the Premises to their
condition prior to, the installation and removal thereof (collectively called
"Restore(d)"):
Notwithstanding the foregoing, Tenant shall not be obligated to Remove any
Leasehold Improvements installed prior to the Commencement Date and Restore the
Premises and shall not be required to Remove any Leasehold Improvements
installed after the Commencement Date, provided such Leasehold Improvements were
approved by Landlord, and provided that at the time same were approved by
Landlord, Landlord advised Tenant in writing that such Leasehold Improvements
need not be Removed at the expiry or earlier termination of the Term.
3.12 Vacating of Possession
Upon the expiry or earlier termination of the Term, Tenant shall deliver to
Landlord vacant possession the Premises in such condition in which Tenant is
required to keep the Premises during the Term pursuant hereto and shall leave
the premises in neat and clean condition and shall deliver to Landlord all keys
for the Premises and all keys or combinations to locks on doors or vaults in the
Premises.
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3.13 Removal of Trade Fixtures
At the expiry or earlier termination of the Term Tenant shall remove its
trade fixtures and repair all damage resulting from the installation or removal
of such trade fixtures. If at the expiry or earlier termination of the Term
Tenant does not remove its trade fixtures at the option of Landlord, such trade
fixtures or property shall become the absolute property of Landlord or may be
disposed of by Landlord without any compensation to Tenant.
3.14 Overholding by Tenant
If Tenant remains in possession of the Premises after the expiry of the
Term, this Lease shall not be deemed to be renewed and Tenant shall be deemed
to be occupying the Premises as a monthly tenant on the same terms as set
forth in this Lease insofar as they are applicable to a monthly tenancy except
the monthly Basic Rent shall be twice the monthly Basic Rent payable during
the last twelve months of the Term.
3.15 Tenant's Effect On Other Insurance
(a) If the cost of any insurance policies of Landlord on the Project is
increased as a result of anything done or permitted by Tenant anywhere on the
Project, Tenant shall pay the full amount of such increase (as determined by
Landlord's insurer) to Landlord forthwith upon demand.
(b) If there is an actual or threatened cancellation of or adverse change
in any policy of insurance of Landlord on the Project by reason of anything done
or permitted by Tenant anywhere on the Project, and if Tenant fails to remedy
the situation giving rise to such actual or threatened cancellation or change
within twenty-four (24) hours after notice from Landlord, then Landlord may, at
its option, either (i) terminate this Lease forthwith by written notice; or,
(ii) remedy the situation giving rise to such actual or threatened cancellation
or change, all at the cost of Tenant to be paid to Landlord forthwith upon
demand, and for such purpose Landlord shall have the right to enter upon the
Premises without further notice.
3.16 Tenant's Insurance
(a) Tenant shall, at its expense, maintain in full force and effect at all
times such insurance as would be maintained by a prudent tenant of premises such
as the Premises, which insurance shall include at least all of the following:
(i) comprehensive general liability insurance on an occurrence basis with
respect to any use and occupancy of or things on all or any part of the Premises
or Project by Tenant, with coverage for any occurrence of not less than Five
Million Dollars ($5,000,000) or such higher amount as Landlord may reasonably
require on not less than one (1) month's notice; (ii) all risks insurance
covering the leasehold improvements, trade fixtures and contents on the
Premises, for not less than the full replacement cost thereof and with a
replacement cost endorsement; (iii) broad form comprehensive boiler and
machinery insurance on all insurable objects which are the property or
responsibility of Tenant, for not less than the full replacement cost thereof
and with a replacement cost endorsement; (iv) business interruption insurance in
such amounts as required by Landlord; (v) Tenant's legal liability insurance for
the full replacement cost of the Premises; and (vi) any other insurance against
such risks and in such amounts as Landlord may from time to time reasonably
require.
(b) Each of Tenant's insurance policies shall name Landlord as an
additional named insured, and shall be taken out with insurers and shall be in
such form and on such terms as are satisfactory to Landlord from time to time.
Without limiting the generality of the foregoing, each of Tenant's insurance
policies shall contain: (i) the standard mortgage clause as may be required by
any mortgagee of Landlord; (ii) a waiver by the insurer of any rights of
subrogation to which such insurer might otherwise be entitled against Landlord
or any person for whom Landlord is in law responsible; (iii) an undertaking by
the insurer that no material change adverse to Tenant or Landlord or any
mortgagee of Landlord will be made and the policy will not lapse or be
terminated, except after not less than thirty (30) days' written notice to
Tenant and Landlord and to any mortgagee of Landlord; (iv) a provision stating
that Tenant's insurance policy shall be primary and shall not call into
contribution any other insurance available to Landlord; (v) a joint loss
endorsement, where applicable; (vi) a severability of interests clause and a
cross-liability clause; and (vii) a waiver, in respect of the interests of
Landlord and any mortgagee of Landlord, of any provision with respect to any
breach of any warranties, representations, declarations or conditions contained
in the said policy.
(c) Tenant shall ensure that Landlord has at all times certified copies of
Tenant's insurance policies which are in good standing and in compliance with
Tenant's obligations hereunder.
(d) Tenant hereby releases Landlord and its servants, agents, employees,
contractors and those for whom Landlord is in law responsible from all losses,
damages and claims of any kind in respect of which Tenant is required to
maintain insurance hereunder or is otherwise insured.
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3.17 Landlord's Right to Place Tenant's Insurance
If Tenant fails to maintain in force, or pay any premiums for, any
insurance required to be maintained by Tenant hereunder, then Landlord, without
prejudice to any of its other rights and remedies hereunder, shall have the
right but not the obligation to effect such insurance on behalf of Tenant and
the cost thereof and all other reasonable expenses incurred by Landlord in that
regard shall be paid by Tenant to Landlord forthwith upon demand.
3.18 Landlord's Non-Liability and Indemnity
(a) Tenant agrees that Landlord shall not be liable or responsible in any
way for any injury or death to any person or for any loss or damage to any
property at any time on or about the Premises or any property owned by or being
the responsibility of Tenant on or about the Project, no matter how the same
shall be caused and whether or not resulting from the negligence of Landlord or,
any person for whom Landlord is in law responsible.
(b) Tenant shall indemnify Landlord and all of its servants, agents,
employees, contractors and persons for whom Landlord is in law responsible
against any and all liabilities, claims, damages, losses and expenses, including
all reasonable legal fees and disbursements, arising from: (i) any breach by
Tenant of any of the provisions of this Lease; (ii) any act or omission of any
person on the Premises or any use or occupancy of or any things in the Premises;
(iii) any act or omission of Tenant on the Premises or elsewhere on or about the
Project; or (iv) any injury or death of persons, or any loss or damage to
property of Tenant or any of its servants, agents, employees, invitees,
licensees, subtenants, contractors or persons for whom Tenant is in law
responsible, on the Premises or elsewhere on or about the Project.
3.19 Status Statement
Upon written request, Tenant shall deliver to Landlord (or to whom Landlord
may direct) a certificate in such form as requested by Landlord stating (if such
is the case, or stating the manner in which such may not be the case) among
other things: (i) that this Lease is unmodified and in full force; (ii) the
commencement and expiry of the Term and the dates to which Rent has been paid;
(iii) any default by Landlord under this Lease.
3.20 Subordination
This Lease and Tenant's rights shall be subject and subordinate to any and
all Mortgages, on the Project or any part thereof now or in the future. Tenant
shall on notice from Landlord or holder of a Mortgage attorn to and become a
tenant of the holder of any such Mortgage upon the same terms and conditions as
set forth herein and shall execute promptly on request any subordination and/or
attornment documents as requested from time to time by Landlord or any
Mortgagee.
3.21 Registration
Unless requested or consented to by Landlord, Tenant shall not register
this Lease or any short form, caveat or notice thereof.
ARTICLE IV
4.0 LANDLORD'S COVENANTS
4.1 Operation of Project by Landlord
Landlord shall operate the Project as would a prudent owner having regard
to its size, age, location and character.
4.2 Cleaning
Landlord may at its sole option, provide cleaning services to the Premises
substantially in accordance with prevailing standards for office buildings of a
similar standard in the area in which the Project is located. Landlord shall not
be liable for any loss or damage caused in performance of any cleaning services.
4.3 Heating and Air-Conditioning
Landlord shall heat and cool the Premises during the appropriate heating
and air-conditioning seasons for the normal use of the Premises during Business
Hours. Landlord shall not be liable for any damages, direct or indirect,
resulting from or contributed to by any interruption or cessation in supply of
any utilities or heating, ventilating, air-conditioning and humidity control.
Without limiting the generality of the foregoing, Landlord shall not be liable
for and Tenant shall indemnify Landlord against any and all indirect or
consequential damages or damages for personal discomfort or illness of Tenant or
any
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persons permitted by it to be on the Premises, by reason of the suspension,
defectiveness or non operation of any utilities, heating, ventilating,
air-conditioning or humidity control.
4.4 Landlord's Repairs
Subject to Tenant's obligations hereunder, to the extent that the failure
to do so would materially detrimentally affect access to or use of the Premises,
on reasonable notice from Tenant Landlord shall repair: (i) defects in the
structure of the Project and exterior walls of the Building; (ii)
transportation, electrical, mechanical and drainage equipment and systems
forming part of the Project but not located within the Premises and not serving
exclusively the Premises. Landlord's costs of compliance with this section 4.4
shall be included in Operating Costs. Provided that to the extent that such
repair is necessitated directly or indirectly by any act or omission of Tenant,
Tenant shall be solely responsible for the cost of such repairs and shall
indemnify Landlord in respect thereof.
4.5 Landlord's Suspension of Utilities
In order to effect any maintenance, repairs, replacements or alterations to
any Utilities, heating, ventilating, air-conditioning or humidity control
equipment or systems, or any other part of the Project, Landlord shall have the
right to modify or temporarily discontinue or suspend the operation of any such
Utilities, equipment or systems as required from time to time.
4.6 Landlord's Insurance
Landlord shall obtain and maintain in full force and effect during the Term
with respect to the Project insurance against such occurrences and in such
amounts, on such terms and with such deductible(s) as would a prudent owner of
such a project, the cost for which shall be included in Operating Costs. Such
insurance may include, without limitation: (i) insurance on the Building and any
improvements therein which Landlord desires to insure, against damage by fire
and other risks covered by extended coverage fire insurance policies or, at
Landlord's option, all risks insurance; (ii) boiler and machinery insurance;
(iii) rental income insurance; (iv) public liability insurance; and (v) such
other insurance and in such amounts and on such terms as Landlord, in its
discretion, may reasonably determine. Notwithstanding that Tenant shall be
contributing to the costs of such insurance pursuant to the terms of this Lease,
Tenant shall not have any interest in or any right to recover any proceeds under
any of Landlord's insurance policies.
ARTICLE V
5.0 DAMAGE AND DESTRUCTION
5.1 Damage to Premises
If there is damage or destruction ("Damage") to the Premises, unless this
Lease is terminated pursuant to section 5.2 below, Tenant, commencing as soon as
practicable but without interfering with Landlord's repairs, shall diligently
perform such repairs as are Tenant's responsibility pursuant hereto. If all or
any part of the Premises are rendered untenantable, Basic Rent shall xxxxx in
proportion to the portion of the Premises rendered untenantable from the date of
the damage until such portion becomes tenantable.
5.2 Damage to Project
If there is Insured Damage to 25% or more of the Rentable Area of the
Project or Insured Damage to the Project which would take longer than 180 days
to repair, or if there is any Uninsured Damage to the Project which would take
longer than 30 days to repair, in either case whether or not, there is any
damage to the Premises, Landlord may, at its option, by notice given to Tenant
within 60 days after such Damage, terminate this Lease as of a date specified in
such notice, which date shall be not less than 30 days after the giving of such
notice. In the event of such termination Tenant shall surrender vacant
possession of the Premises by not later than the said date of termination, and
Rent shall be apportioned to the effective date of termination. If Landlord does
not so elect to terminate this Lease, Landlord shall diligently proceed to
repair and rebuild the Project to the extent of its obligations pursuant to
section 4.4 hereof.
ARTICLE VI
6.0 ASSIGNMENT, SUBLETTING AND CHANGE OF CONTROL
6.1 Consent Required
(a) Tenant shall not effect a Transfer without the prior written consent of
Landlord in each instance, which consent shall not be unreasonably withheld
unless Landlord exercises its right to terminate this Lease in accordance with
section 6.2. The provisions of this Article VI shall apply to any Transfer
which might occur by inheritance or operation of law.
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(b) It is agreed that it shall be reasonable for Landlord to withhold its
consent to a Transfer unless Landlord is satisfied that: (i) the proposed
Transferee has a good business and personal reputation; (ii) the proposed
Transferee has good financial strength at least equal to that of Tenant at the
date of this Lease, and at least sufficient to satisfy all of the obligations of
Tenant hereunder; (iii) the proposed Transferee is not an existing occupant of
any part of the Project and has not then recently been a prospect involved in
bona fide negotiations with Landlord for the leasing of any premises in the
Project and is not in any way affiliated with such existing occupant or bona
fide prospect; and (iv) the Transfer would not result in a breach of any
agreement by which Landlord is bound with respect to any part of the Project.
(c) If Landlord withholds, delays or refuses to give consent to any
Transfer, whether or not Landlord is entitled to do so, Landlord shall not be
liable for any losses or damages in any way resulting therefrom and Tenant shall
not be entitled to terminate this Lease.
(d) All requests to Landlord for consent to any Transfer shall be made to
Landlord in writing together with a copy of the agreement pursuant to which the
proposed Transfer will be made ("Transfer Agreement"), accompanied by such
information in writing as a landlord might reasonably require ("information").
Tenant shall pay all costs of Landlord considering/processing the request for
consent.
6.2 Landlord's Termination Option
Notwithstanding the other provisions herein, Landlord shall have the
option, to be exercised by written notice to Tenant within fifteen (15) days
after the receipt of such request, Information and Transfer Agreement, to
terminate this Lease as it relates to the portion of the Premises which is the
subject of the proposed Transfer ("Transferred Premises") effective as of the
date on which the proposed Transfer was to have occurred. If Landlord elects to
terminate this Lease Tenant shall have the right, to be exercised by written
notice to Landlord within 10 days after receipt of Landlord's notice to withdraw
the request for consent, in which case Tenant shall not proceed with such
Transfer, the Landlord's notice shall be null and void and this Lease shall
continue in full force and effect. If Landlord terminates this Lease as it
relates only to a portion of the Premises, Tenant shall be responsible for
demising such portion, to the extent that it would have been responsible
pursuant to the Transfer Agreement. Tenant hereby grants to Landlord and any
others entitled to use the same, to use for their intended purposes all portions
of the Premises in the nature of common areas (such as corridors, washrooms,
lobbies etc.).
6.3 Terms of Transfer
In the event of a Transfer Landlord shall have the following rights, in
default of any of which no such Transfer shall occur or be effective: (i) to
require the Transferee to enter into an agreement with Landlord in writing and
under seal to be bound by all of Tenant's obligations under this Lease, and to
waive any right it, or any person on its behalf, may have to disclaim, repudiate
or terminate this Lease pursuant to any bankruptcy, insolvency, winding-up or
other creditors' proceeding, and to waive any rights, pursuant to subsection
39(2) of the Landlord and Tenant Act (Ontario) and any amendments thereto and
any other statutory provisions of the same or similar effect, to pay any Rent
less than any amount payable hereunder; (ii) to receive all amounts to be paid
to Tenant under the agreement in respect of such Transfer.
6.4 Effect of Transfer
No consent of Landlord to a Transfer shall be effective unless given in
writing and executed by Landlord. No transfer and no consent by Landlord to any
Transfer shall constitute a waiver of the necessity to obtain Landlord's consent
to any subsequent or other Transfer. In the event of any Transfer or any consent
by Landlord to any Transfer, Tenant shall not thereby be released from any of
its obligations hereunder but shall remain bound by all such obligations
pursuant to this Lease for the balance of the Term and renewal or extension
terms, if any. Any default by and Transferee under the terms of this Lease shall
constitute a default of Tenant hereunder. If this Lease is terminated as a
result of any action of any transferee, Tenant shall nevertheless remain
responsible for fulfilment of all obligations hereunder for what would have been
the balance of the Term but for such termination, and shall upon Landlord's
request enter into a new lease of the Premises for such balance of the Term. The
restrictions on Transfer as aforesaid shall apply to any mortgaging, charging or
otherwise Transferring of the Premises or this Lease to secure any obligation of
Tenant.
6.5 No Advertising of Premises
Tenant shall not advertise this Lease, the Premises, the business or
fixtures or contents therein for sale.
6.6 Corporate Tenant
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The transfer of the majority of the issued shares, or any transfer,
issuance or division of any shares of the Tenant or of any affiliate of the
corporation sufficient to transfer control to others than the then present
shareholders of the Tenant shall be deemed to be a Transfer.
6.7 Assignment by Landlord
If Landlord sells, leases, mortgages or otherwise disposes of the Project
or any part thereof or assigns its interest in this Lease, to the extent that
the purchaser or assignee agrees with Landlord to assume the covenants and
obligations of Landlord hereunder, Landlord shall thereupon be released from all
liability pursuant to the terms of this Lease.
ARTICLE VII
7.0 DEFAULT AND REMEDIES
7.1 Default and Remedies
(a) Upon an Event of Default the then current and the next three (3)
months' Rent shall be forthwith due and payable and Landlord shall have the
right to immediately distrain for same, and, in addition to any other rights to
which Landlord is entitled hereunder or at law, Landlord shall have the
following rights, which are cumulative and not alternative, namely: (i) to
terminate this Lease; (ii) as agent of Tenant to relet the Premises and take
possession of any property thereon and store, sell or dispose of same, and to
make alterations to the Premises to facilitate their reletting, all of the
foregoing being at Tenant's expense and risk; (iii) to remedy any default of
Tenant and, in such case, Tenant shall pay to Landlord forthwith upon demand all
reasonable costs of Landlord in remedying or attempting to remedy any such
default plus 15% of such costs for administration; and (iv) to obtain damages
from Tenant including, without limitation, if this Lease is terminated, all
deficiencies between all amounts which would have been payable by Tenant for
what would have been the balance of the Term, but for such termination, and all
net amounts actually received by Landlord for reletting the Premises for such
period, after deducting all costs of reletting and alterations to the Premises
to facilitate their reletting, and any legal expenses incurred as a result of
such default.
(b) Arrears of Rent shall bear interest from their due dates until payment
at the rate of 5% per annum in excess of the Prime Rate.
(c) Tenant hereby waives and renounces the benefit of any present or future
statute taking away or limiting Landlord's right of distress. All Tenant's
personal property on the Premises shall at all times be the unencumbered
property of Tenant, except for the security interest Tenant hereby grants to
Landlord in the form annexed hereto as Schedule "E".
7.2 Rent Deposit
(a) The Rent Deposit shall be held without interest as a prepayment of the
last months Rent payable by Tenant. If at any time any Rent shall be overdue
Landlord may, at its option, apply all or any portion of the Rent Deposit to the
payment of the said Rent. If Tenant defaults in the performance of any of its
obligations under this Lease then Landlord, at its option, may apply all or any
part of the Rent Deposit on account of any losses sustained by Landlord as a
result of such default. If any part of the Rent Deposit is so applied, then
Tenant shall, within three (3) days after demand, remit to Landlord a sufficient
amount to restore the Rent Deposit to the original sum required to be deposited.
(b) Landlord may deliver all or such portion of the Rent Deposit remaining
on hand to any purchaser, mortgagee or assignee of Landlord's interest in the
Premises or the Project and thereupon Landlord shall be discharged from any
further liability with respect to the Rent Deposit.
(c) No waiver of any of Tenant's obligations under this Lease or of any of
Landlord's right's in respect of any default by Tenant hereunder shall be deemed
to have occurred as a result of any condoning, overlooking or delay by Landlord
in respect of any default by Tenant or by any other act or omission of Landlord.
Tenant's obligations under this Lease shall survive the expiry or earlier
termination of this Lease and shall remain in full force and effect until fully
complied with.
7.3 Impossibility of Performance
If and to the extent that either party shall be delayed in the fulfilment
of any obligation under this Lease, other than the payment by Tenant of any
Rent, by reason of unavailability of material, equipment, utilities, services or
by reason of any Laws, or by reason of any other similar cause beyond its
control and not avoidable by the exercise of reasonable foresight (excluding the
inability to pay for the performance of such obligation), then the party being
delayed shall be entitled to extend the time for fulfilment of such obligation
by a time equal to the duration of such delay and the other party shall not be
entitled to any compensation for any loss or inconvenience occasioned thereby.
The party delayed will,
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however, use its best efforts to fulfil the obligation in question as soon as is
reasonably practicable by arranging an alternate method of providing the work,
services or materials.
7.4 Allocation
Landlord may allocate payments received from Tenant among items of Rent
then due and payable by Tenant. No acceptance of payment by Tenant of any amount
less than the full amount payable to Landlord, and no direction or other written
instruction respecting any payment by Tenant shall be deemed to constitute
payment in full of any obligation of Tenant.
ARTICLE VIII
8.0 CONTROL OF PROJECT
8.1 Landlord's Control
The Project is at all times under the exclusive control and management of
Landlord. Without limiting the generality of the foregoing, Landlord shall have
the right to obstruct or close off or restrict entry to all or any part of the
Project for purposes of performing any maintenance, repairs or replacements or
for security purposes or to prevent the accrual of any rights to any person or
the public or any dedication thereof, provided that in exercising any such right
Landlord shall endeavor to minimize interference with Tenant's access to and use
of the Premises.
8.2 Alterations of the Project
At any time or times Landlord shall have the right to make any changes in,
additions to, deletions from or relocations of any part of the Project, obstruct
or close off areas for maintenance, repair or replacement, security reasons or
to prevent the accrual of rights (any of which are herein referred to as
"Changes") as Landlord shall consider desirable. Landlord shall be responsible
for the direct cost incurred by Tenant if Landlord relocates the Premises, but
not for any indirect costs or losses of Tenant. Any relocated premises shall be
substantially the same, and otherwise reasonably comparable to, the Premises.
Landlord shall make any such Changes as expeditiously as is reasonably possible
and so as to interfere as little as is reasonably possible with Tenant's
business on the Premises.
8.3 Use of Common Facilities
Tenant shall not obstruct any Common Facilities including driveways,
laneways or access routes, or to park vehicles in any portion of the Common
Facilities other than such areas as expressly authorized by Landlord, and
Landlord shall have the right, at Tenant's expense payable on demand, to remove
any such obstruction or improperly parked vehicles, without liability.
8.4 Rules and Regulations
Tenant and all persons under its control shall comply with all Rules which
shall be deemed to be incorporated into this Lease. Landlord shall act
reasonably in enforcing such Rules.
8.5 Access to Premises
(a) Without limiting any other rights Landlord may have pursuant hereto or
at law, Landlord shall have the right to enter the Premises at any time: (i) to
examine the Premises, to perform any maintenance, repairs or alterations to any
part of the Project or to any equipment and services serving any part of the
Project; (ii) in cases of emergency; (iii) to read any meters; (iv) to show the
Premises to prospective purchasers and lenders and (during the last (12) twelve
months of the Term) to prospective tenants.
8.6 Expropriation
(a) If the Project or any part thereof shall be expropriated (which
includes a sale by Landlord to any authority with the power to expropriate)
then, other than any award to which Tenant is entitled for relocation costs and
business interruption, all Tenant's other rights in respect of such
expropriation are hereby assigned to Landlord and all compensation resulting
from such expropriation shall be the absolute property of Landlord
ARTICLE IX
9.0 MISCELLANEOUS
9.1 Notices
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All notices, approvals, consents or other instruments to be given under
this Lease shall be in writing and delivered in person or sent, by prepaid
registered Canadian mail addressed to the Address for Service of Notice as
provided in section 1.1 hereof. All such notices shall be conclusively deemed to
have been given and received upon the day the same is personally delivered or,
if mailed as aforesaid, four (4) business days (excluding Saturdays, Sundays,
holidays and days upon which regular postal service is interrupted or
unavailable for any reason) after the same is mailed as aforesaid.
9.2 Complete Agreement
There are no covenants, representations, agreements, warranties or
conditions in any way relating to this Lease or the tenancy created hereby,
expressed or implied, collateral or otherwise, except as expressly set forth
herein, and this Lease constitutes the entire agreement between the parties and
may not be modified except by subsequent written agreement duly executed by
Landlord and Tenant.
9.3 Time of the Essence
Time is of the essence of all terms of this Lease.
9.4 Applicable Law
This Lease shall be governed by and interpreted in accordance with the laws
of the Province of Ontario and the Courts of Ontario shall have jurisdiction to
determine any matters arising hereunder.
9.5 Severability
If any provision of this Lease is illegal, unenforceable or invalid, it
shall be considered separate and severable and all the remainder of this Lease
shall remain in full force and effect as though such provision had not been
included in this Lease but such provision shall nonetheless continue to be
enforceable to the extent permitted by law.
9.6 Section Numbers and Headings
The table of contents and all section numbers and headings of this Lease
are inserted for convenience only and shall in no way limit or affect the
interpretation of this Lease. References in this Lease to section numbers refer
to the applicable section of this Lease, unless a statute or other document is
specifically referred to.
9.7 Interpretation
Whenever a word importing the singular or plural is used such word shall
include the plural and singular respectively. If any party is comprised of more
than one entity, the obligations of each of such entities shall be joint and
several. Words importing persons of either gender or firms or corporations shall
include persons of the other gender and firms or corporations as applicable.
Subject to the express provisions contained in this Lease, words such as
"hereof", "herein", "hereby", "hereafter", and "hereunder" and all similar words
or expressions shall refer to this Lease as a whole and not to any particular
section or portion hereof.
9.8 Successors
This Lease enures to the benefit of and binds Landlord, its successors and
assigns and Tenant and its heirs, executors, administrators and permitted
successors, assigns and its other legal representatives subject to the terms of
this Lease.
9.9 Monetary Amounts
Except as may be otherwise expressly provided herein, all monetary amounts set
out in this Lease are in Canadian currency and are exclusive of any applicable
Sales Taxes.
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IN WITNESS WHEREOF the parties have executed this Lease.
ROYAL TRUST CORPORATION OF CANADA,
as Trustee
Per: /s/ X. X. Xxxxxxx
----------------------------------------------
Name: X.X. Xxxxxxx
Title: A. S. P.
Per: /s/ X. X. Xxxxxxxxxx
----------------------------------------------
Name: X. X. Xxxxxxxxxx
Title: A. S. P.
I/We have authority to bind the Corporation
TRANSFORMATION PROCESSING, INC.
Per: /s/ Xxxx X. XxXxxx
----------------------------------------------
Name: Xxxx X. XxXxxx
Title: President and Chief Operating Officer
Per:
----------------------------------------------
Name:
Title:
I/We have authority to bind the Corporation
SCHEDULE 'A'
LEGAL DESCRIPTION OF PROJECT
Xxx 0, Xxxx X-000, Xxxxxxxxxxx
XXXXXXXX 'B'
DEFINITIONS
Where used in this Lease, the following words or phrases shall have the
meanings set forth in the balance of this Article.
"Additional Rent" shall mean all amounts (other than Basic Rent) due and
payable pursuant to the provisions of this Lease or pursuant to any other
obligation to Landlord, all of which shall be deemed to accrue on a per diem
basis. Tenant shall promptly deliver to Landlord upon request evidence of due
payment of all payments of Additional Rent required to be paid by Tenant
hereunder.
"Building" means 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx.
"Business Hours" means normal business hours for the Project as determined
by Landlord from time to time.
"Charged" means levied, confirmed, charged, assessed or imposed.
"Common Facilities" means all areas, facilities, systems, improvements,
furniture, fixtures and equipment in or on the Project to the extent that the
same are designated or intended by Landlord to be part of the Common Facilities
from time to time.
"Event of Default" means the occurrence of any one of the following:
(i) Tenant fails to make any payment of Rent when due and such default
continues for five (5) days after such payment was due;
(ii) Tenant fails to observe or perform any obligation of Tenant pursuant
to this Lease other than the payment of any Rent, and such default
continues for fifteen (15) days, or such shorter period as expressly
provided herein, after notice thereof to Tenant;
(iii) Tenant fails to install and maintain in the Premises at all times
during the Term, in good order and condition, first-class trade
fixtures including furnishings and equipment adequate and appropriate
for the business to be conducted on the Premises;
(iv) any of Landlord's insurance policies on the Project are actually or
threatened to be cancelled or adversely changed as a result of any use
of or articles on or about the Premises;
(v) Tenant shall purport to make a Transfer affecting the Premises, or the
Premises shall be used by any person or for any purpose, other than in
compliance with this Lease;
(vi) Tenant or any other occupant of the Premises makes an assignment for
the benefit of creditors or becomes bankrupt or insolvent or takes the
benefit of any statute for bankrupt or insolvent debtors or makes any
proposal or arrangement with creditors, or Tenant makes any sale in
bulk of any property on the Premises (other than in conjunction with a
Transfer approved in writing by Landlord and made pursuant to all
applicable legislation), or steps are taken for the winding up or
other termination of Tenant's existence or liquidation of its assets;
(vii) a trustee, receiver, receiver-manager, or similar person is appointed
in respect of the assets or business of Tenant or any other occupant
of the Premises;
(viii) Tenant attempts to or does abandon the Premises or remove or dispose
of any goods from the Premises, so that there would not be sufficient
goods on the Premises subject to distress to satisfy all arrears of
Rent and all Rent payable hereunder for a further period of at least
six (6) months, or, subject to section 4 of Schedule F, attached to
this Lease, if the Premises are vacant or unoccupied for a period of
two (2) consecutive days or more without the prior written consent of
Landlord or if the Premises are used for any purposes other than as
set out in section 3.6 of the Lease;
(ix) this Lease or any other property of Tenant is at any time seized or
taken in execution which remains unsatisfied for a period of five (5)
days or more;
(x) termination or re-entry by Landlord is permitted under any provision
of this Lease or at law;
"Excess Costs" means costs in the nature of Operating Costs, such as
utilities charges, (excluding the costs of heating, ventilating and
air-conditioning, provided Tenant gave landlord not less than twenty-four (24)
hours notice of its need for heating, ventilating and air conditioning outside
Business Hours), security costs incurred by reason of the conduct of business on
the Premises outside Business Hours (which is not permitted without Landlord's
prior consent), or by reason of the particular use of occupancy of the Premises
or any of the Common Facilities by Tenant, its employees, agents or
-2-
persons having business with Tenant, in excess of the costs which would
otherwise have been incurred for such items, plus fifteen percent (15%) of the
amount thereof.
"Fiscal Year" means the period used by Landlord for fiscal purposes in
respect of the Project, as selected by Landlord from time to time.
"Insured Damage" means damage against which Landlord is insured or required
to be insured pursuant hereto.
"Landlord" means the Landlord named on page 1 and includes any owner,
mortgagee and every indemnity, exclusion or release of liability and waiver of
subrogation contained in this Lease for the benefit of Landlord shall extend to
and benefit all of Landlord's, owners' and mortgagees' officers, directors,
servants, agents, employees, and others for whom any of them is in law
responsible. Solely for such purpose, and to the extent that Landlord expressly
chooses to enforce the benefits of this section for the foregoing persons, it is
agreed that Landlord is the agent or trustee for such persons.
"Laws" means all statutes, regulations, by-laws, orders, rules,
requirements and directions of all governmental authorities having jurisdiction.
"Leasehold Improvements" includes, without limitation, all fixtures,
installations, alterations and additions from time to time made or installed in
or about the Premises, and includes all of the following, whether or not they
are trade fixtures or easily removable: doors, partitions and hardware;
mechanical, electrical and utility installations; carpeting, drapes, other floor
and window coverings and drapery hardware; heating, ventilating,
air-conditioning and humidity control equipment; lighting fixtures; built-in
furniture and finishings; counters in any way connected to the Premises or to
any utility services located therein. The only exclusions from "Leasehold
Improvements" are free-standing furniture, trade fixtures and equipment not in
any way connected to the Premises or to any utilities systems located therein.
"Mortgages" means any mortgages, trust deeds and charges affecting the
Project or any part thereof and includes all renewals, extensions, modifications
and replacements thereof from time to time.
"0perating Costs" means all expenses and costs of every kind incurred by or
on behalf of Landlord in operating, maintaining, repairing, replacing, insuring
and managing (collectively called "Operating") the Project, including without
limitation and without duplication: (i) remuneration of employees engaged in
Operating the Project; (ii) heating, ventilating, air-conditioning and humidity
control of the Project and fire sprinkler maintenance and monitoring, if any, of
the Project; (iii) cleaning, janitorial services, window cleaning and waste
removal; (iv) Operating elevators and escalators; (v) costs of supplying
utilities to the Project including, water, gas, electricity and sewer charges
(excluding Utilities charged to individual tenants) including costs of such
utilities, fittings, connections and meters and all other work in connection
therewith; (vi) landscaping and Operating outside areas, including snow and ice
clearing and removal and salting of driveways and parking areas and of sidewalks
adjacent to the Project; (vi) depreciation or amortization of any capital costs
and interest on undepreciated or unamortized capital cost at two (2%) percent in
excess of the prime rate of interest; (vii) costs incurred by Landlord for the
purpose of reducing Operating Costs or Taxes, whether or not successful; (viii)
capital taxes in respect of Landlord's ownership or other interest in the
Project, or any similar tax charged in the future in lieu thereof or in addition
thereto by any governmental authority, which Landlord may be liable to pay; (ix)
Sales Taxes payable by Landlord on the purchase of goods and services included
in Operating Costs; (x) the rental value of space occupied by Landlord for
management, supervisory or administrative purposes relating to the Project; and
(xi) a management fee of five (5%) percent of gross amounts received or
receivable by Landlord in respect of the Project for all items, including all
such items as are included in this Lease as Rent.
"Operating Costs" shall exclude or shall be reduced by the following: (i)
proceeds of insurance and damages received by Landlord from third parties to the
extent of costs otherwise included in Operating Costs; (ii) contributions from
parties other than tenants of the Project, if any, in respect of Operating
Costs, such as contributions made by parties for sharing the use of Common
Facilities, but not including rent or fees charged directly for the use of any
Common Facilities such as parking fees and rent for Storage Areas; (iii)
expenses incurred by Landlord in respect of other tenants' leasehold
improvements; (iv) repairs or replacements to the extent that the cost of the
same is recovered by Landlord pursuant to original construction warranties; and
(v) repairs or replacements to the structural portions of the Building, as
determined by Landlord's structural engineer.
"Premises" shall extend from the upper surface of the structural subfloor
to the lower surface of the structural ceiling within the boundaries of the
useable area of the Premises. The Premises shall exclude the exterior faces of
all perimeter walls, windows and doors of the Premises, notwithstanding the
manner in which Rentable Area is measured.
"Project" means those lands described in Schedule "A" hereto and all
structures, improvements, equipment, fixtures and facilities located thereon
from time to time, as all of same may be expanded, reduced or otherwise altered
by Landlord from time to time.
-3-
"Proportionate Share" means a fraction the numerator of which is the
Rentable Area of the Premises and the denominator of which is the aggregate
Rentable Area of leasable areas within the Project, or such portion of the
Project to which Landlord shall allocate such items of which Tenant is required
to pay the Proportionate Share.
"Rentable Area" of the Premises or any Leasable Areas shall be: (i) with
respect to premises comprising a full floor leased pursuant to one lease, the
Useable Area of such premises; and (ii) with respect to premises which are less
than a full floor, the Useable Area of such premises plus the relevant
proportion, as determined by Landlord acting reasonably, of the area of all or
any portion of the Common Facilities not included in any leased area. Every
Rentable Area and Useable Area shall be as determined by the Landlord from time
to time and such determination shall be conclusive and binding.
"Rules" means the rules and regulations made by Landlord from time to time
(and as amended) for the management and operation of the Project.
"Sales Taxes" means all business transfer, multi-stage sales, sales, use,
consumption, value-added or other similar taxes imposed by any taxing authority
upon Landlord, Tenant, or in respect of this Lease, or the payments made by
Tenant hereunder or the goods and services provided by Landlord hereunder
including, the rental of the Premises and the provision of administrative
services to Tenant hereunder.
"Storage Areas" means all areas designated by Landlord from time to time to
be used exclusively or primarily for storage purposes.
"Taxes" means all taxes, rates, duties, levies, fees, charges, local
improvement rates, commercial concentration taxes, levies and assessments
whatever ("Taxes") levied, assessed or charged against or in respect of the
Project or any part thereof or against Landlord in respect of any of the same or
in respect of any rental or other compensation receivable by Landlord in respect
of the same, and including all taxes which may be incurred by or imposed upon
Landlord or the Project in lieu of or in addition to the foregoing including,
without limitation, any Taxes on real property rents or receipts as such any
Taxes based in whole or in part on the value of the Project and any licence f6e
measured by rents or other charges payable by occupants of space in the Project.
"Tenant" includes any of its employees, servants, agents, invitees,
licensees, subtenants, concessionaires, contractors or persons for whom Tenant
is in law responsible.
"Transfer" means an assignment of this Lease in whole or in part, a
sublease, licence or parting with or sharing possession of all or any part of
the Premises, a sale, conveyance or other disposition of this Lease, including a
mortgage, charge, debenture, a sale, transfer (including by bequest or
inheritance) of the majority of the issued shares in the capital stock or any
transfer, issuance or division of any shares of the corporation or of any
affiliate of the corporation sufficient to transfer control to others than the
then present shareholders of the corporation; a party making a Transfer is
referred to as a "Transferor" and a party taking a Transfer is referred to as a
"Transferee."
"Uninsured Damage" means any damage which is not Insured Damage.
"Utility Costs" means all costs of supplying water, electricity, gas, and
any other utilities ("Utilities") to or in respect of the Premises, and all
costs for all fittings, connections and meters and all work performed in
connection with any services or Utilities provided to the Premises.
SCHEDULE 'C'
RULES AND REGULATIONS
1. Tenant agrees:
(i) not to display anything visible from the exterior of the Premises
except for a building standard sign on the main entry door to the
Premises, to be installed by Landlord at Tenant's cost;
(ii) not to allow any garbage to accumulate in or about the Project and
will at all times keep the Premises in a clean and neat condition and
to comply with Landlord's regulations respecting the storage and
removal of waste;
(iii) not to cause or permit any waste or damage to the Premises nor permit
any overloading of the floors thereof and shall not use or permit to
be used any part of the Promises for any dangerous, noxious or
offensive activity or goods and shall not do or bring anything or
permit anything to be done or brought on or about the Project which
results in undue noise or vibration, fumes or odours or which Landlord
may reasonably deem to be hazardous or a nuisance or annoyance to any
other tenants or any other persons permitted to be on the Project, and
Tenant shall immediately take steps to remedy, remove or desist from
any activity, equipment or goods on the Premises to which Landlord
objects on a reasonable basis. Tenant shall take every reasonable
precaution to protect the Premises and the Project from risk of damage
by fire, water or the elements or any other cause;
(iv) not to permit any of its employees, servants, agents, contractors or
persons having business with Tenant, to obstruct any Common Facilities
or use or permit to be used any Common Facilities for other than their
intended purposes;
(v) not to use any advertising, transmitting or other media or devices
which can be heard, seen, or received outside the Premises, or which
could interfere with any communications or other systems outside the
Premises;
(vi) to be solely responsible for any contaminant, pollutant or toxic
substance at any time affecting the Premises resulting from any act or
omission of Tenant or any other person on the Premises or any activity
or substance on the Premises during the Term, and any period prior to
the Term during which the Premises were used or occupied by or under
the control of Tenant, and shall be responsible for the clean-up and
removal of any of the same and any damages caused by the occurrence,
clean-up or removal of any of the same, and Tenant shall indemnify
Landlord in respect thereof;
(vii) to ensure that all deliveries to and from the Premises, and loading
and unloading of goods, merchandise, refuse, materials and any other
items, shall be made only by way of such areas as Landlord may from
time to time designate and shall be subject to all applicable rules
and regulations made by Landlord from time to time pursuant hereto;
(viii) to comply with all rules and regulations from time to time made by
Landlord in respect of window coverings on the interior of the
Premises, in order to maximize the efficiency of the climate control
equipment in or serving the Premises or to maintain an attractive
uniform appearance of the Project from the exterior thereof;
(ix) to discontinue immediately upon Landlord's request any business or
conduct which may harm or tend to harm the business or reputation of
Landlord or reflect or tend to reflect unfavourably on the Project,
Landlord or other tenants or occupations thereof, or which might
confuse or mislead or tend to confuse or mislead the public;
(x) to keep the Premises in a good state of preservation and cleanliness
and permit Landlord or its agents at all reasonable times to enter
upon the Premises for the purpose of examining the said state of
cleanliness;
(xi) to maintain the Premises, at its expense, in a clean, orderly and
sanitary condition and free of insects, rodents, vermin and other
pests;
(xii) to cause its employees, agents and contractors to park only in the
parts of the Common Areas and Facilities, if any, designated by
Landlord as employee parking;
(xiii) not use the plumbing facilities for any other purposes than those
for which they are constructed;
(xiv) not use any part of the Premises for lodging, sleeping or any illegal
purposes.
-2-
(xv) not cause or permit any machines selling merchandise or rendering
services to be present on the Premises;
(xvi) not permit on the Premises any transmitting device or erect an aerial
on any exterior walls of the Premises or any of the Common Areas and
Facilities or other audio-visual or mechanical devices that can be
seen outside the Premises.
2. Any damage caused to any part of the Project by reason of windows being left
open or by interference with the heating or air-conditioning appliances, or by
reason or any other misconduct or neglect upon the part of Tenant or any other
person or servant under its control shall be repaired and borne by Tenant.
3. No moving of any furniture or fixtures shall take place without making prior
arrangements with Landlord.
4. Tenant shall not do or permit anything to be done to the Premises or bring or
keep anything therein which will in any way increase risk of fire or the rate of
fire insurance on the Project or obstruct or interfere with the rights of other
tenants or in any other way injure or annoy them or Landlord, or violate any act
at variance with the Laws or with any insurance upon the Project, or any part
thereof, or violate or act in conflict with any of the rules and ordinances of
the Board of Health or with any statute or municipal by-law.
5. Landlord may at any time and from time to time during the tem of the Lease
keep the entrance doors to the Project locked after business hours and request
identification before admitting persons after such time.
6. The parking of cars in the parking facilities will be subject to the
regulations of Landlord.
SCHEDULE 'D'
ALTERATIONS
Tenant shall not make any repairs, replacements, changes, additions,
improvements, decorations or alterations (hereinafter in this Schedule 'D'
referred to as "Alterations") to the Premises without Landlord's prior written
consent, which consent shall not be unreasonably withheld, except in the case of
structural, mechanical or electrical Alterations or Alterations which are
visible from the exterior of the Project in which case Landlord's consent may be
unreasonably withheld.
2. With its request for Landlord's consent, Tenant shall submit to Landlord
details of the proposed Alterations including plans and specifications prepared
by qualified architects ("Plans"), and such Alterations shall be completed in
accordance with such Plans approved in writing by Landlord.
3. Unless expressly authorized in writing by Landlord to the contrary, all
Alterations which might cost in excess of $10,000.00 to complete or which might
affect the structure or entrance or mechanical or electrical systems of the
Project or the Premises, shall be conducted under the supervision of a qualified
architect or engineer approved by Landlord, such approval not to be unreasonably
withheld.
4. All Alterations shall be performed at Tenant's cost, promptly and in a good
and workmanlike manner and in compliance with Landlord's rules and regulations,
by competent contractors or workmen who shall be first approved in writing by
Landlord, which approval shall not be unreasonably withheld and, to the extent
required by Landlord, all Alterations shall be performed by Landlord, or persons
designated by Landlord, and under Landlord's supervision; for all Alterations
performed by Landlord or at Landlord's expense or under Landlord's supervision,
Tenant shall pay forthwith upon request all amounts paid or payable by Landlord
to third parties and all reasonable charges of Landlord for its own personnel
plus 15% of such amounts and charges for Landlord's inspection and supervision.
5. All Alterations shall be planned and completed in compliance with all Laws
and Tenant shall, prior to commencing any Alterations, obtain at its expense,
all necessary permits and licences and provide evidence thereof satisfactory to
Landlord.
6. Tenant shall, prior to the commencement of any such Alterations, furnish to
Landlord at Tenant's expense such evidence as reasonably required by Landlord of
the projected cost of Alterations and Tenant's ability to pay for same as and
when due, together with such indemnification against costs, liens and damages as
Landlord shall reasonably require including, if required by Landlord, a
performance bond in such terms and issued by such company as shall be acceptable
to Landlord in its sole discretion in an amount at least equal to the estimated
cost of such Alterations, guaranteeing completion within a reasonable time of
such Alterations free and clear of any liens or encumbrances.
7. All Alterations, the making of which might disrupt other tenants or occupants
of the Project or the public, shall be performed outside Business Hours.
8. If Tenant performs any such Alterations without compliance with all of the
foregoing provisions of this Schedule "D", Landlord shall have the right to
require Tenant to remove such Alterations forthwith.
9. Tenant shall pay to Landlord forthwith upon request all of Landlord's
reasonable costs including, without limitation, fees of architects, engineers
and designers, incurred in dealing with Tenant's request for Landlord's
consent to any Alterations, whether or not such consent is granted, and in
inspecting and supervising any such Alterations and Landlord shall have the
right to require Tenant to pay Landlord a deposit on account of such costs as
a precondition to Landlord's granting such consent.
10. Tenant shall make all payments and take all steps as may be necessary to
ensure that no lien is registered against the Project or any portion thereof as
a result of any work, services or materials supplied to Tenant or the Premises.
Tenant shall cause any such registrations to be discharged or vacated
immediately after notice from Landlord, or within ten (10) days after
registration, whichever is earlier. Tenant shall indemnify and save harmless
Landlord from and against any liabilities, claims, liens, damages, costs and
expenses, including legal expenses, arising in connection with any work,
services or materials supplied to Tenant or the Premises. If Tenant fails to
cause any such registration to be discharged or vacated as aforesaid then, in
addition to any other rights of Landlord, Landlord may, but shall not be obliged
to, discharge the same by paying the amount claimed into court, and the amounts
so paid and all costs incurred by Landlord, including legal fees and
disbursements, shall be paid by Tenant to Landlord forthwith upon demand.
SCHEDULE 'E'
This Security Agreement dated the 3rd day of September, 1996.
BETWEEN:
TRANSFORMATION PROCESSING INC. (hereinafter called "Tenant") - and -
ROYAL TRUST CORPORATION OF CANADA, as Trustee
(hereinafter called "Landlord")
WHEREAS:
(i) Tenant and Landlord have entered into a lease dated the 3rd
day of September, 1996 ("Lease") respecting certain premises
being Suite 200 ("Premises") at the project known as 0000
Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx; and
(ii) To induce Landlord to enter into the Lease with Tenant, Tenant
agreed to enter into this Security Agreement and to give to
Landlord the Security Interest set out herein:
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
whereof is hereby acknowledged by Tenant, Tenant hereby agrees as follows:
1. Tenant hereby grants to Landlord a security interest ("Security Interest") in
the Lease and all of its personal property of any kind including, without
limiting the generality of the foregoing, all goods, chattels, trade fixtures,
furniture, equipment, inventory, stock-in-trade, chattel paper, instruments,
documents of title, supplies, securities, the business and undertaking on the
Premises, accounts receivable, book debts, sublease rents and all licence fees,
intangibles and all proceeds derived from dealing with any of the foregoing
(herein collectively called "Collateral") which are or may be at any time
hereafter on the Premises or elsewhere, to secure the payment of all amounts and
performance of all obligations to be respectively paid and performed by Tenant
to or for the benefit of Landlord including, without limitation, the payment of
all Rent and the fulfilment of the other obligations of Tenant under the Lease
and any amendments thereto from time to time. Except for the Security Interest,
Tenant agrees that all Collateral on the Premises shall be the unencumbered
property of Tenant. Tenant agrees that the Security Interest shall attach to the
Collateral forthwith upon the execution hereof and that, to the extent necessary
to give full effect to this Security Agreement, this Security Agreement is
intended to constitute a Security Agreement as defined in the Personal Property
Security Act (Ontario). This Security Agreement is separate from and shall
survive the termination, expiry or disclaimer of the Lease.
2. On default by Tenant under the Lease, Landlord may itself or by its agents or
employees, or by a receiver or any replacement thereof appointed in writing by
Landlord, take possession of the Collateral, carry on the business on the
Premises, in such manner as Landlord or such receiver determines, and realize
upon the Collateral and enforce its rights under the Security Interest by any
remedy or proceedings authorized or permitted hereby or at law including,
without limitation, all rights and remedies available to a secured party under
the Personal Property Security Act (Ontario) and any other similar statutes;
included in such rights of Landlord is the right to recover the reasonable
expenses of retaking, holding, repairing, processing, preparing for disposition
and disposing of the Collateral and all other reasonable expenses, including
legal costs, incurred by Landlord. Landlord may exercise any rights as provided
by this Security Agreement on the Premises and for such purpose may lock the
Premises, change any locks on the Premises and by any means exclude Tenant from
all or any parts of the Premises and Landlord shall not thereby be terminating
the Lease in the absence of express written notice terminating the Lease.
3. This Security Interest shall not be deemed to have been satisfied, discharged
or redeemed by reason of Tenant not being indebted to Landlord at any time or
from time to time and no payment shall reduce the amount secured by this
Security Interest except to the extent expressly approved by Landlord in
writing.
4. This Security Interest is given in addition to, and not as an alternative to,
and may be exercised by Landlord without prejudice to, any other rights of
Landlord under the Lease or at law including, without limitation, Landlord's
right of distress.
5. "Rent", as used herein, means all amounts of any kind whatever payable by
Tenant to Landlord pursuant to the Lease; provided that for the purposes of the
Personal Property Security Act (Ontario) and any other similar statutes, all
Rent falling due after any particular point in time shall be deemed to be future
advances.
6. This Security Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors, and assigns.
7. Tenant acknowledges the suggestion of Landlord that, before executing this
Security Agreement, Tenant should obtain independent legal advice.
-2-
Tenant did obtain independent legal advice.
TRANSFORMATION PROCESSING, INC.
Per: /s/ Xxxx X. XxXxxx
--------------------------------------------
Name: Xxxx X. XxXxxx
Title: President and Chief Operating Officer
Per:
--------------------------------------------
Name:
Title:
I/We have authority to bind the Corporation
SCHEDULE "F"
SPECIAL PROVISIONS
1. Early Access Period
Provided this Lease is fully executed and delivered to Landlord by no later than
September 9, 1996 and Landlord's Work is substantially completed (which Landlord
agrees to commence upon execution of this Lease and thereafter continue to
complete as expeditiously as reasonably possible), Tenant shall be permitted
non-exclusive access on September 16, 1996, in common with Landlord and its
agents, to perform Tenant's Work ("Early Access Period"). Tenant acknowledges
that during this Early Access Period, Landlord may be completing of Landlord's
Work and Tenant agrees not to interfere with such completion. Tenant agrees that
during this Early Access Period, Tenant shall be bound by all of the provisions
of this Lease, including, without limitation, all of Tenant's covenants set out
in Article III and that prior to Tenant having access to the Premises, Tenant
shall deliver to Landlord the certified copies of Tenant's insurance policies as
contemplated in section 3.16(c) of this Lease. Notwithstanding the foregoing,
during the Early Access Period, Tenant shall not be required to pay Basic Rent,
Operating Costs or Taxes.
2. Signage
Landlord shall, at its expense, install a Building standard sign (which sign
shall bear the suite number of the Premises and one (1) name of the Tenant, in
accordance with the Landlord's uniform scheme of the Building) on: (i) the main
entry door of the Premises, and (ii) the front and rear Building directory
boards. Otherwise Tenant shall not erect, install or display any sign or display
on or visible from the exterior of the Premises.
3. Conditions to Tenant's Rights
Provided:
(a) Tenant pays the Rent and other sums payable hereunder and
performs each and every of the covenants, provisos and
agreements herein contained on the part of Tenant to be paid
and performed, punctually and in accordance with the
provisions of this Lease;
(b) Tenant has not become insolvent or bankrupt, and has not made
any assignment for the benefit of creditors and has not,
becoming bankrupt or insolvent, taken the benefit of any Act
now or hereafter in force for bankrupt or insolvent debtors;
(c) a petition in bankruptcy has not been filed against Tenant and
a receiving order has not been made against Tenant, and no
proceedings have been commenced respecting the winding-up or
termination of the existence of Tenant;
(d) no receiver or other person has taken possession or effective
control of the assets or business of Tenant or a substantial
portion thereof pursuant to any security or other agreement or
by any other means whatsoever, and there are no outstanding
writs of execution against Tenant,
(e) Tenant has not assigned the Lease or sublet or permitted a
change in occupancy of any portion or portions of the
Premises, and there has been no change in ownership of the
majority of the capital stock of Tenant and no change in the
name under which the business on the Premises is conducted;
and
(f) Tenant has continuously occupied all of the Premises for the
conduct of business in accordance with the terms of this
Lease;
then and only then shall the rights conferred under sections 4, 5 and 6 of this
Schedule '"F" be applicable.
4. Option to Extend
(a) Subject to section 3 above, Tenant shall have the option to extend
this Lease for one (1) further term of five (5) years (the "Extension Term").
Such extension shall be on the terms and conditions of Landlord's then current
standard form of lease for the Project, and (i) there shall be no further right
to extend after the expiry of the Extension Term, (ii) the Basic Rent shall be
such increased amount as determined pursuant to subsection (b) of this section,
and (iii) there shall be no tenant's allowance or rent-free period for the
Extension Term and the Premises shall be accepted by Tenant in "as is" condition
at the commencement of the Extension Term without Landlord being required to
perform any work. Such right to extend shall be exercisable by notice to
Landlord by not later than six (6) months, and not earlier than twelve (12)
months, prior to the expiry of the original Term hereof, failing which such
right shall be null and void and forever extinguished.
-2-
(b) The Basic Rent for the Extension Term shall be the greater of (i) the
Basic Rent payable hereunder in respect of the twelve (12) months immediately
preceding the commencement of the Extension Term, and (ii) the market rent for
the Premises ("Market Rent"). As used herein, "Market Rent" means the annual
rental which could reasonably be obtained by Landlord for the Premises from a
willing tenant or willing tenants dealing at arms' length with Landlord in the
market prevailing for a term commencing on the commencement date of the
Extension Term, having regard to all relevant circumstances including the size
and location of the Premises, the facilities afforded, the terms of the lease
thereof (including its provisions for Additional Rent), the condition of the
Premises and the extent and quality of the improvements therein (disregarding
Tenant's trade fixtures and also disregarding any deficiencies in the condition
and state of repair of the Premises as a result of Tenant's failure to comply
with its obligations hereunder in respect of the maintenance and repair of the
Premises) and the use of the Premises and having regard to rentals currently
being obtained for space in the Building and for comparable space in other
buildings comparably located. The Market Rent for the Extension Term shall be as
agreed upon between Landlord and Tenant or, failing agreement by Landlord and
Tenant by not later than three (3) months prior to the expiry of the Term
hereof, the Market Rent shall be established in the manner set out in subsection
(c) of this section. In the event that the Basic Rent payable during the
Extension Term has not been determined prior to the commencement of the
Extension Term, then until such determination has been made Tenant shall pay
Basic Rent at a rate equal to one hundred and fifty (150%) percent of the Basic
Rent payable during the last year of the original Term hereof. Upon
determination of the Basic Rent for the Extension Term either Landlord shall pay
to Tenant any excess, or Tenant shall pay to Landlord any deficiency, in the
payments of Basic Rent previously made by Tenant.
(c) Either Landlord or Tenant (the "Requesting Party") shall be entitled to
notify the other party hereto (the "Receiving Party") of the name of an expert
for the purpose of determining the Market Rent. Within fifteen (15) days after
such notice from the Requesting Party, the Receiving Party shall notify the
Requesting Party either approving the expert proposed by the Requesting Party or
naming another expert for the purpose of determining the Market Rent. Should the
Receiving Party fail to give notice to the Requesting Party within the said
fifteen (15) day period, the expert named in the notice given by the Requesting
Party shall perform the expert's functions hereinafter set forth. If Landlord
and Tenant are unable to agree upon the selection of the expert within fifteen
(15) days after such notice from the Receiving Party to the Requesting Party,
then either party shall be entitled to apply to a court to appoint an expert in
the same manner as an arbitrator may be appointed by a court under the
Arbitrations Act of Ontario. The expert appointed, either by Landlord and/or
Tenant or by a court, shall be qualified by education, experience and training
to value real estate for rental purposes in the Province of Ontario and have
been ordinarily engaged in the valuation of real property in the municipality in
which the Project is located for at least the immediately preceding five (5)
years. Within thirty (30) days after being appointed the expert shall make a
determination of the Market Rent for the Extension Term, without receiving
evidence from either Landlord or Tenant. The cost of such determination shall be
borne by the Tenant. The determination of the expert as to the Market Rent shall
be conclusive and binding upon Landlord and Tenant and not subject to appeal.
5. Tenant's Right to Cease Operations on the Premises
Provided Tenant is not in default beyond the applicable cure period, if any,
expressly provided for in this Lease, and provided Tenant has given Landlord not
less than two (2) months prior written notice, it shall not be considered an
"Event of Default' if the Premises are vacant and unoccupied for a period in
excess of two (2) consecutive days.
6. Early Termination Right
Subject to section 3 above of this Schedule "F", provided Tenant has given
Landlord at least nine (9) months prior written notice (the "Termination
Notice"), Tenant shall have the right (the "Termination Right") to terminate
this Lease effective at the expiration of the thirty-sixth (36th) month of the
Term (the "Termination Date"). Such termination shall only be effective if
Tenant has:
(a) paid to Landlord by certified cheque contemporaneously with
providing the Termination Notice an amount (the "Termination Payment") equal to
Four Dollars and Sixty Cents ($4.60) per square foot of Rentable Area of
Premises (plus GST); and
(b) on or before the Termination Date, deliver to Landlord vacant
possession of the Premises in accordance with the and subject to the terms of
this Lease.
7. Parking
During the Term, Landlord agrees that it shall not charge Tenant or its
visitors a fee for the use of the parking areas that form part of the Common
Facilities.
8. Building Facilities and Access
(a) Subject to sections 7.3 of this Lease and Landlord's reasonable
rules and regulations, maintenance procedures and security requirements, Tenant,
its employees and agents, shall be
-3-
permitted access to the Premises and to at least one (1) Building elevator,
twenty-four (24) hours per day, seven (7) days per week, three hundred
sixty-five (365) days per year. Outside Business Hours, it is anticipated that
access shall be by means of keys to the entrance door. The initial set of keys
are to be issued and paid for by Landlord, provided, however, that any
replacement locks and keys requested by Tenant will be provided at its expense.
(b) Tenant shall be entitled to install and maintain at its sole cost
and expense any new or updated security, access or video-conferencing systems in
the Premises as it deems necessary or advisable, subject to Landlord's approval,
which approval shall not be unreasonably withheld or delayed and provided
further that Landlord shall at all times have means of access to the Premises.
9. Letter of Credit
(a) The Tenant hereby delivers to the Landlord an irrevocable and
unconditional letter of credit issued by a Schedule 1 Canadian chartered bank in
the amount of $32,232.15 for a term of one (1) year commencing October 1, 1996.
Such letter of credit shall be in such form as is approved in writing in advance
by the Landlord and shall be, and shall state that it is, transferrable by the
Landlord to any assignee of this Lease, or any purchaser of the property, from
the Landlord, which transfer shall be valid and effective upon notice thereof to
the issuer of the letter of credit.
(b) The said letter of credit shall be held by the Landlord as security
for: (i) the due and punctual payment of all rent and all other amounts of any
kind whatsoever payable under this Lease by the Tenant whether to the Landlord
or otherwise in respect of the Premises; (ii) the prompt and complete
performance of all obligations contained in this Lease on the part of the Tenant
to be kept, observed and performed, and (iii) the indemnification of the
Landlord in respect of any losses, costs or damages incurred by the Landlord
arising out of any failure by the Tenant to pay any rent or other amounts
payable under this Lease or resulting from any failure by the Tenant to observe
or perform any of the other obligations contained in this Lease.
(c) If at any time during the term of the letter of credit the Tenant
defaults in the payment of any rent or other amounts payable under this Lease or
in the performance of any of its other obligations under this Lease, then the
Landlord at its option may, in addition to any and all other rights and remedies
provided for in this Lease or at law, draw down the full amount of the letter of
credit, less any reduction thereof as set out above, whereupon the proceeds
thereof may be applied by the Landlord, at its option, either as liquidated
damages in compensation for the money spent by the Landlord with respect to the
demised premises, or towards the payment of all rent and other amounts payable
by the Tenant under this Lease and the performance of all other obligations of
the Tenant under this Lease and all losses, costs and damages incurred by the
Landlord in respect thereof. If Landlord draws down the letter of credit, Tenant
shall within twenty-four (24) hours thereafter deliver to Landlord a replacement
letter of credit in an amount equal to the amount drawn down by Landlord.
(d) The rights of the Landlord hereunder in respect of the letter of
credit shall continue in full force and effect and shall not be waived,
released, discharged, impaired or affected by reason of the release or discharge
of the Tenant in any receivership, bankruptcy, insolvency, winding-up or other
creditors proceedings, including, without limitation, any proceedings under the
Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement
Act (Canada), or the surrender, disclaimer, repudiation or termination of this
Lease in any such proceedings and shall continue with respect to the periods
prior thereto and thereafter as if the Lease had not been surrendered,
disclaimed, repudiated or terminated.
(e) The letter of credit shall be, and shall state that it is, payable
to the Landlord upon delivery to the issuer of a certificate of the Landlord
that there has been failure in payment of rent or any other amounts or in the
performance of any other obligations of the Tenant pursuant to this Lease, and
shall be without any conditions attached to payment.
This Security Agreement dated the 3rd day of September, 1996.
BETWEEN:
TRANSFORMATION PROCESSING INC.
(hereinafter called "Tenant")
- and -
ROYAL TRUST CORPORATION OF CANADA, as Trustee
(hereinafter called "Landlord")
WHEREAS:
(i) Tenant and Landlord have entered into a lease dated the 3rd
day of September, 1996 ("Lease") respecting certain premises
being Suite 200 ("Premises") at the project known as 0000
Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx; and
(ii) To induce Landlord to enter into the Lease with Tenant, Tenant
agreed to enter into this Security Agreement and to give to
Landlord the Security Interest set out herein:
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
whereof is hereby acknowledged by Tenant, Tenant hereby agrees as follows:
1. Tenant hereby grants to Landlord a security interest ("Security Interest") in
the Lease and all of its personal property of any kind including, without
limiting the generality of the foregoing, all goods, chattels, trade fixtures,
furniture, equipment, inventory, stock-in-trade, chattel paper, instruments,
documents of title, supplies, securities, the business and undertaking on the
Premises, accounts receivable, book debts, sublease rents and all licence fees,
intangibles and all proceeds derived from dealing with any of the foregoing
(herein collectively called "Collateral") which are or may be at any time
hereafter on the Premises or elsewhere, to secure the payment of all amounts and
performance of all obligations to be respectively paid and performed by Tenant
to or for the benefit of Landlord including, without limitation, the payment of
all Rent and the fulfilment of the other obligations of Tenant under the Lease
and any amendments thereto from time to time. Except for the Security Interest,
Tenant agrees that all Collateral on the Premises shall be the unencumbered
property of Tenant. Tenant agrees that the Security Interest shall attach to the
Collateral forthwith upon the execution hereof and that, to the extent necessary
to give full effect to this Security Agreement, this Security Agreement is
intended to constitute a Security Agreement as defined in the Personal Property
Security Act (Ontario). This Security Agreement is separate from and shall
survive the termination, expiry or disclaimer of the Lease.
2. On default by Tenant under the Lease, Landlord may itself or by its agents or
employees, or by a receiver or any replacement thereof appointed in writing by
Landlord, take possession of the Collateral, carry on the business on the
Premises, in such manner as Landlord or such receiver determines, and realize
upon the Collateral and enforce its rights under the Security Interest by any
remedy or proceedings authorized or permitted hereby or at law including,
without limitation, all rights and remedies available to a secured party under
the Personal Property Security Act (Ontario) and any other similar statutes;
included in such rights of Landlord is the right to recover the reasonable
expenses of retaking, holding, repairing, processing, preparing for disposition
and disposing of the Collateral and all other reasonable expenses, including
legal costs, incurred by Landlord. Landlord may exercise any rights as provided
by this Security Agreement on the Premises and for such purpose may lock the
Premises, change any locks on the Premises and by any means exclude Tenant from
all or any parts of the Premises and Landlord shall not thereby be terminating
the Lease in the absence of express written notice terminating the Lease.
3. This Security Interest shall not be deemed to have been satisfied, discharged
or redeemed by reason of Tenant not being indebted to Landlord at any time or
from time to time and no payment shall reduce the amount secured by this
Security Interest except to the extent expressly approved by Landlord in
writing.
4. This Security Interest is given in addition to, and not as an alternative to,
and may be exercised by Landlord without prejudice to, any other rights of
Landlord under the Lease or at law including, without limitation, Landlord's
right of distress.
5. "Rent", as used herein means all amounts of any kind whatever payable by
Tenant to Landlord pursuant to the Lease; provided that for the purposes of the
Personal Property Security Act (Ontario) and any other similar statues, all Rent
falling due after any particular point in time shall be deemed to be future
advances.
6. This Security Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors, and assigns.
-2-
7. Tenant acknowledges the suggestion of Landlord that, before executing this
Security Agreement, Tenant should obtain independent legal advice.
Tenant did obtain independent legal advice.
TRANSFORMATION PROCESSING, INC.
Per: /s/ Xxxx X. XxXxxx
------------------------------------
Name: Xxxx X. XxXxxx
Title: President and Chief Operating Officer
September 10, 1996
Per:
------------------------------------
Name:
Title:
I/We have the authority to bind the Corporation
