Sound Loft

TERMS AND CONDITIONS OF LEASE

SOUND EQUIPMENT RENTAL

For and in consideration of the covenants and agreements by the Lessee to pay the rent herein provided for and to perform the terms, covenants and conditions on the Lessee’s part herein contained, the Lessor hereby leases, and lets unto the Lessee, and the Lessee hereby hires and takes from the Lessor, each unit of equipment described above and hereinafter referred to as “said equipment”, for the term set forth above (commencing on the date of delivery of the said equipment to the Lessee) and upon and subject to the covenants, conditions and provisions hereinafter set forth.

1.        RENTAL. For the use of the said equipment, the Lessee shall pay to the Lessor at the Lessor’s office the periodic payments set forth above. Such rent payments to be payable as follows: the first rent payment upon the execution hereof by the Lessee and subsequent rent payments in every calendar month, or other calendar period, after the month of shipment on the 1^st such month of period. Rent hereunder is payable without abatement. Provided that interest at the rate of 19.5% per annum may be charged on any partial receipt of equipment by the Lessee from time to time prior to the actual commencement date of the lease computed from the respected dates of such receipts and said payments shall become due and payable on said commencement date. If the monthly or other periodic rental payments include the cost of a service contract, the Lessee agrees to pay an increase in such service contract costs as they are increased from time to time and the parties hereto agree that a service contract is not included under the renewal option of this lease.

2.        REPRESENTATIONS AND WARRANTIES. Each unit of the said equipment leased hereunder is of a size, design and capacity selected by the LESSEE and the LESSEE is satisfied that the same is suitable for its purposes and the LESSOR has made no representation or warranty express or implied with respect thereto. The said equipment shall be deemed conclusively to have been delivered to the LESSEE in good and efficient working order and repair and the LESSEE shall deemed conclusively to have accepted delivery thereof accordingly after due inspection at the date of delivery except to the extent that the LESSEE notified the LESSOR in writing any defects in or nonrepair of the said equipment within one week after its delivery. The Lessee acknowledges that the equipment hereby leased was selected by the Lessee , and purchased at the Lessee’s request from a supplier designated by the Lessee. Consequently, the Lessee takes full responsibility for the selection of the equipment, and will look to the supplier for warranty against latent defects or other matters. The Lessee renounces the right to any claim or defense as against the Lessor for the sufficiency or quality of the equipment. In the event of an action for failure to pay lease payments brought by the Lessor, the Lessee waives all defences predicated on the failure of the leased equipment to perform the function for which it was designated and further acknowledges and agrees that such failure shall not be deemed to be a breach of the contract.

3.        OWNERSHIP. The title to the above mentioned goods shall not pass from the Lessor to the Lessee until the balance of the amount owing or all payments, including deterred payments or any notes or renewal thereof, shall be fully paid in cash. Upon default of any payment, the whole Purchase price and any note or security given as collateral thereto shall immediately become due and payable and the Lessee will forthwith deliver up the goods to the Lessor in like condition as received subject to ordinary wear and tear and the Lessor may retain all monies already paid by the Lessee as rental charge for the use of the goods.

4.        LOSS OR DAMAGE TO THE EQUIPMENT. The Lessee assumes the entire risk of loss or damage to the said equipment from any cause whatsoever. No loss or damage to the said equipment or any part thereof, shall affect or impair the obligations of the Lessee hereunder which shall continue in full force and effect. It is understood and agreed that  this agreement shall not prejudice the subrogation rights of any insurance carrier.

5.        NO SUBLEASE OR ASSIGNMENT OF LEASE BY LESSEE. The Lessee shall not transfer, deliver up possession of or sublet the said equipment and the lease hereby granted shall not be assignable by the Lessee without written permission of the Lessor, which permission may be arbitrarily withheld but nothing contained herein shall prevent the Lessor from assigning, pledging, mortgaging, transferring or otherwise disposing of, either in whole or in part, of the Lessor’s rights hereunder.

6.        The Lessor may further, upon default, if it deems necessary enter upon the premises where the said goods may be located without committing trespass, and may remove the same and shall be at liberty to resell the goods and the Lessee will pay any deficiency in price, including expense of repossession, suffered by the Lessor on such resale.

7.        EQUIPMENT TO BE KEPT FREE OF LEVIES, LIENS, CHARGES, ETC. The Lessee shall keep the equipment free of levies, liens and encumbrances. In the event the Lessee fails to keep the equipment free of levies, liens and encumbrances, the Lessor shall be entitled to all rights and remedies provided herein in the event of default of payment.

8.        INDEMNIFICATION OF LESSOR BY LESSEE. The Lessee shall indemnify the Lessor against and hold the Lessor harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney’s fees arising out of, connected with, or resulting from the equipment, including without limitation, the manufacture, selection, delivery, installation, possession, use, operation or return of the equipment or otherwise on account of any personal injury or death or damage to the property occasioned by the said equipment during the term hereby created.

9.        TERMINATION ON DEFAULT. Upon the occurrence of any event of default, the Lessor may, at its option, terminate this lease by notice to the Lessee, whereupon the Lessee shall be obliged to return the said equipment to the Lessor and shall also be liable to the Lessor for the payment of the total rent therefore, and such rent shall become due and payable forthwith, and for damages which the Lessor may sustain by reason of the Lessee’s breach, including, without limitation, all legal fees and other expenses incurred by the Lessor by attempting to enforce the provisions of this agreement or to recover damages for the breach thereof, and the Lessor shall have the right to sell the equipment or any portion thereof and, after deducting all costs and expenses incurred in connection therewith, to credit the net proceeds of such sale to the payment of the obligations of the Lessee hereunder. Whenever there is a default by the Lessee under the terms of this agreement, the Lessee shall pay to the Lessor as compensation for the additional administrative and clerical work resulting to the Lessor from such default, an additional amount equal to 15% of the amount then due and owing by the Lessee to the Lessor.

10.     EVENTS OF DEFAULT. The following shall constitute on “event of default” (i) the failure of the Lessee to pay any instalment of rent; (ii) the breach of any covenant or condition contained in this lease; (iii) the subjection of the said equipment to any lien, levy or attachment; (iv) any assignment by the Lessee for the benefit of creditors; (v) the admission of the Lessee in writing of its inability to pay its debts generally as they become due; (vi) the appointment of a receiver, trustee or similar official for the Lessee or for any of its property; (vii) the filing by or against the Lessee of a petition in bankruptcy or a petition for the organization or liquidation of the Lessee under any Federal or Provincial laws; (viii) any other act of bankruptcy or other act or omission by the Lessee in furtherance of any of the aforesaid purposes; (ix) if the said equipment is in the opinion of the Lessor, in danger of being confiscated or attached.

11.     ASSIGNMENT BY LESSOR. Should the Lessor assign the sums due and to become due hereunder to any bank, insurance company or other lending agency (of which assignment the Lessee hereby waives notice), the Lessee shall recognize such assignment and should the Lessor default in the performance of any of the terms and conditions of this lease, the Lessee may not, as to such assignee, terminate this lease or subject the Lessee’s obligation to pay money under this lease to any diminution or right of set-off. Nothing herein contained shall release the Lessor from its obligation to perform any duty, covenant or condition required to be performed by the Lessor under the terms of the lease should the same should be so assigned.

12.     WAIVER BY LESSOR. No covenant or condition of this lease can be waived except by the written consent of the Lessor, and forbearance and indulgence by the Lessor in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by the Lessee to which the same may apply, and, until complete performance by the Lessee of said covenant or condition, the Lessor shall be entitled to invoke any remedy available to the Lessor under this lease or by law, despite said forbearance or indulgence.

13.     COLLECTION CHARGES. Should the Lessee fail to pay when due any part of the rent herein reserved or any sum required to be paid to the Lessor, a late charge of $20.00 for each month or part thereof for which said rent or other sum shall be delinquent, plus interest on such delinquent from the due date thereof for which said rent or other sum shall be delinquent, plus interest on such delinquent payment from the due date thereof until paid at the rate of 19.5% per annum.

14.     TIME OF THE ESSENCE. Time is of the essence of this lease and each and all of its provisions.

15.     BINDING UPON HEIRS, EXECUTORS, SUCCESSORS AND ASSIGNS. This lease shall enure to the benefit of and be binding upon the successors and assigns of the respective parties hereto and the heirs, executors and administrators of the Lessee if an individual, provided that nothing in this paragraph contained shall impair any of the provisions herein before set forth prohibiting transfer of or subletting of the said equipment by the Lessee, or assignment of this Lease by the Lessee without the written consent of the Lessor.

16.     HEADINGS. The insertion of headings in this lease is for convenience of reference only and shall not affect the interpretation thereof.

17.     INTERPRETATION. It is hereby agreed by and between the parties hereto that whenever the context of this lease so requires, the singular number shall include the plural and vice versa, and that words importing the masculine gender shall include the feminine and neuter genders, and that in case more than one Lessee is named as Lessee, the liability of such Lessees shall be joint and several.

18.     EVIDENCE OF PAYMENTS. The Lessee shall produce to the Lessor from time to time at the request of the Lessor satisfactory evidence of the due payment by the Lessee of all payments required to be made by the Lessee under this Lease.

19.     NON-CANCELLABLE LEASE. This lease cannot be cancelled or terminated except as expressly provided herein and will remain in force for the full term indicated herein.

20.     LEGAL EXPENSES. If this Lease is placed in the hands of a solicitor for collection, the Lessee agrees to pay all costs, charges and expenses, incurred by the Lessor as well as reasonable legal fees which the Lessor will be obliged to pay its Solicitor in addition to collection charges.

21.     GOVERNING LAW. This lease agreement shall be interpreted and enforced in accordance with the laws of the Province wherein the said equipment is leased according to the terms hereof.

22.     CREDIT INVESTIGATION. The Lessee hereby consents to the Lessor conducting a personal investigation or credit check upon the Lessee subject to the applicable legislation.