INDEMNITY AGREEMENT

 

                                                                   EXHIBIT 10.36

                               INDEMNITY AGREEMENT

              THIS AGREEMENT dated April 25, 1996.  

         BETWEEN: 

                   SAVILLE SYSTEMS PLC

                   (the "Indemnifier"), 

         OF THE FIRST PART

                   - and - 

                   ORFUS INVESTMENTS

                   (the "Landlord"), 

         OF THE SECOND PART 

                   WHEREAS the Indemnifier and the Tenant have requested the
         Landlord to enter into a lease (the "Lease") dated April 25, 1996,
         between Orfus Investments as landlord and Saville Systems Canada, Ltd.
         as tenant (the "Tenant") relating to premises in the building known as
         the West Tower of 675 Cochrane Drive, Markham, Ontario and the Landlord
         has agreed to do so only if the Indemnifier executes and delivers this
         agreement in favour of the Landlord;

                   NOW THEREFORE for good and valuable consideration (the
         receipt and sufficiency of which are hereby acknowledged by the
         Indemnifier), the Indemnifier hereby agrees with the Landlord as
         follows:

                   I. The Indemnifier shall indemnify and save the Landlord
         harmless from all losses, damages and costs incurred by the Landlord
         if, during the period which is expressed by Section 3 of the Lease to
         be its term, and during any renewal or extension thereof, the Landlord
         does not receive any amount payable by the Tenant under the Lease for
         such period which, if the Lease were in full force and effect and in
         good standing, would be payable under the L ease; 

                   II. If the Tenant defaults in the payment of any amount
         payable under the Lease or in the due performance of any other
         obligation of the Tenant under the Lease, the Indemnifier shall
         forthwith upon demand by the Landlord pay to the Landlord all amounts
         so payable and all damages that may arise upon the default by the
         Tenant in the payment thereof or in the due performance of any such
         obligation;

                   III. The Indemnifier shall be jointly and severally bound
         with the Tenant to the Landlord for the performance of the obligations
         of the Tenant under the Lease, including the payment of all Basic Rent
         and Additional Rent, and its liability shall be that of a direct and
         primary obligor and not merely that of a surety; 

                   IV.  In the event of the occurrence of a default by the
         Tenant under the Lease or in the event of a default by the Indemnifier
         under this Indemnity, the Indemnifier waives any right to require the
         Landlord to:

                        (i)   proceed against the Tenant or pursue any rights or
                              remedies with respect to the Lease;

                        (ii)  proceed against or exhaust any security of the
                              Tenant or any other person and which is held by
                              the Landlord; or

                        (iii) pursue any other remedy whatsoever in the
                              Landlord's power.

         The Landlord has the right to enforce the within Indemnity regardless
         of the acceptance of additional security from the Tenant or any other
         person and regardless of the release or discharge of the Tenant or any
         other person who has provided security to the Landlord, by the Landlord
         or by others or by operation of any law;

                   V.   This Indemnity is absolute and unconditional and the
         obligations of the Indemnifier shall not be released, discharged,
         mitigated or in any way be affected by any delay, neglect or
         forbearance by the Landlord in enforcing performance by the Tenant of
         its obligations under the Lease or by the granting by the Landlord to
         the Tenant of any extension of time or by any waiver by the Landlord of
         any of the Tenant's obligations or by any assignment or sublease or
         other dealing by the Tenant with the Lease or the premises whether with
         or without the consent of the Landlord or by any want of notice to the
         Indemnifier or by any dealing between the Landlord and the Tenant with
         or without notice to the Indemnifier or by any dealing between the
         Landlord and the Tenant with or without notice to the Indemnifier
         whereby the respective obligations and rights of either the Landlord or
         the Tenant are amended including any amendment of the Lease or by any
         other act or failure to act by the Landlord which would release,
         discharge or affect the obligations of the Indemnifier if it were a
         mere surety, and with the intent that this indemnity shall not be
         released or affected or the rights of the Landlord hereunder in any way
         impaired until such time as all the obligations of the Tenant under the
         Lease have been fully performed and satisfied; 

                   VI.  Without limiting the generality of the foregoing, the
         obligations of the Indemnifier hereunder shall not and shall not be
         deemed to be released, discharged or affected by reason of the release
         or discharge of the Tenant in any receivership, bankruptcy, winding up
         or other creditors' proceedings or the rejection, disaffirmance or
         disclaimer of the Lease in any proceeding and shall continue with
         respect to the periods prior to and thereafter, for and with respect to
         the term (and any renewal or extension thereof) as if the Lease had not
         been disaffirmed or disclaimed, and without limiting the generality of
         the foregoing, the obligations of the Indemnifier hereunder shall not
         and shall not be deemed to be released, discharged or affected by
         reason of the Tenant ceasing to exist (whether by winding-up,
         forfeiture, cancellation or surrender of charter, or any other
         circumstance) or by any event terminating the Lease including a re-
         entry or termination pursuant to the Lease; and in furtherance hereof,
         the Indemnifier agrees, upon any disaffirmance, disclaimer, or any
         other event which has the effect of terminating the Lease, the
         Indemnifier shall, at the option of the Landlord, become the Tenant of
         the Landlord upon the same terms and conditions as are contained in the
         Lease, applied mutatis mutandis. The liability of the Indemnifier shall
         not be affected by any repossession of the premises by the Landlord.
         Nothing in this subparagraph or elsewhere in this Indemnity will be
         construed so as to confer any rights on the Indemnifier to occupy or
         use the premises or to claim any interest or rights in the premises or
         the Lease whether or not the Indemnifier is required to perform any
         covenants under this Indemnity or under the Lease;

                   VII. The Indemnifier hereby expressly waives notice of the
         acceptance of this Indemnity and notice of non-performance, non-payment
         or non-observance on the part of the Tenant of the terms, covenants and
         conditions in the Lease. Without limiting the generality of the
         foregoing, any notice which the Landlord desires to give to the
         Indemnifier shall be sufficiently given if delivered in person, if
         mailed, by prepaid registered mail, or sent by telefacsimile, and sent
         to the following:

                        Saville Systems PLC
                        675 Cochrane Drive
                        Markham, Ontario

                        Attention:  President

         Any such notice is deemed to have been given upon the day it was
         delivered in person, if mailed, 72 hours after the date it was mailed,
         and if given by telefacsimile, on the date upon which it was sent;

                   VIII. No action or proceedings brought or instituted under
         this Indemnity and no recovery in pursuance thereof shall be a bar or
         defence to any further action or proceeding which may be brought under
         this Indemnity by reason of any further default hereunder or in the
         performance and observance of the terms, covenants and conditions
         contained in the Lease;

                   IX.   No modification of this Indemnity shall be effective
         unless it is in writing and is executed by both the Indemnifier and the
         Landlord;

                   X.    The Indemnifier shall be bound by any account settled
         between the Landlord and the Tenant;

                   XI.   The Indemnifier hereby irrevocably submits and attorns
         to the jurisdiction of the courts of the Province of Ontario;

                   XII.  The obligations of the Indemnifier hereunder may be
         assigned by the Landlord, will benefit and be enforceable by the
         successors and assigns of the Landlord and shall bind the heirs,
         executors and legal representatives and the successors and assigns of
         the Indemnifier; any assignment by the Landlord of any of its interest
         in the Lease shall operate automatically as an assignment to such
         assignee of the benefit of this Indemnity;

                   XIII. The grammatical changes required to make the provisions
         of this agreement apply in the plural sense where the Indemnifier
         comprises more than one person and to corporations, firms,
         partnerships, or individuals male or female, will be assumed as though
         in each case fully expressed, and if the Indemnifier consists of more
         than one person, the agreements of the Indemnifier shall be deemed to
         be joint and several agreements of each such person;

                   XIV.  This Indemnity constitutes the entire agreement between
         the Indemnifier and the Landlord and neither party hereto shall be
         bound by any representations or agreements made by any other person
         which would in any way reduce, impair or detract from the obligations
         of the Indemnifier hereunder other than any which are expressly set out
         herein;

                   XV.   This agreement shall be governed by the laws of the
         Province of Ontario, and shall be treated in all respects as an Ontario
         contract.

                   Each of the parties represents and warrants to the other that
         the recital set out above is true and correct in substance and in fact,
         as such recital relates to such party, and such recital is incorporated
         as an integral part of this Indemnity.

                   The Indemnifier acknowledges receipt of a copy of the Lease.

                   In witness whereof the Landlord and the Indemnifier have
executed this agreement.

                                       SAVILLE SYSTEMS PLC

                                       by:___________________________

         c/s

                                       Title:________________________

                                       ORFUS INVESTMENTS

                                       by:___________________________
                                            Howard L. Orfus 

Basic Info X:

Name: INDEMNITY AGREEMENT
Type: Indemnity Agreement
Date: May 21, 1996
Company: SAVILLE SYSTEMS PLC
State:

Other info:

Date:

  • April 25 , 1996

Organization:

  • Saville Systems Canada , Ltd.
  • Cochrane Drive Markham
  • SAVILLE SYSTEMS PLC

Location:

  • Markham
  • Landlord
  • Ontario

Person:

  • Howard L. Orfus