1

DEFINITIONS

3

2

INTERPRETATION

11

3

DEMISE

13

4

TENANT’S COVENANTS

13

5

LANDLORD’S COVENANTS

30

6

PROVISOS

33

7

TENANT’S BREAK OPTION

37

8

GOVERNING LAW AND JURISDICTION

38

9

GUARANTOR COVENANTS

38

10

CERTIFICATES

38

SCHEDULE 1 - PART 1

39

SCHEDULE 1 - PART 2

40

SCHEDULE 1 - PART 3

42

SCHEDULE 2

44

SCHEDULE 3 – PART 1

47

SCHEDULE 3 – PART 2

51

SCHEDULE 4

54

SCHEDULE 5

55

SCHEDULE 6

57

SCHEDULE 7

58

1.

HIBERNIA REIT plc (company number 531267 having its registered office at South Dock House, Hanover Quay, Dublin 2 (the “Landlord”);

2.

HUBSPOT IRELAND LIMITED (company number 515723) having its registered office at 2nd Floor, 30 North Wall Quay, Dublin 1 (the “Tenant”);

1.

HUBSPOT, Inc. a Delaware corporation, having its principal office at 25 First Street, 2nd Floor, Cambridge, MA 02141 (the “Guarantor”).

1

DEFINITIONS

1.1

In this Lease except as otherwise provided or the context otherwise requires the following words or expressions have the following meanings:

“Act”

every Act of Parliament or of the Oireachtas that is relevant to the Building or any part of it or the use or occupation of the Building or any part of it or any person on or about the Building at any time including unless a contrary intention is stated every Act of Parliament or of the Oireachtas whether named in this Lease or not or whether in force as of the date of this Lease or not and any amendment modification replacement or re-enactment of any such Act

“Adjoining Building”

the building which adjoins the Building and which is presently known as Guild House or Guild House North

“Agreement for Lease”

Agreement for Lease dated 6 November 2015 between

(1) Hibernian Reit plc (2) HubSpot Ireland Limited and (3) HubSpot, Inc. relating to the grant of this Lease.

“Arbitration Act”

Arbitration Act 2010

“Authority”

Dublin Docklands Development Authority its successors and assigns and any person body or entity that may at any time take over the functions or responsibilities of Dublin Docklands Development Authority its successors or assigns

“Basement”

the “Basement” as that term is defined in the Head Lease

“Basement Company”

the party named as the Basement Company in the Head Lease, its successors and assigns and including any person firm or corporation which at any time takes over the functions of the said company its successors or assigns

“Basement Service Charge”

the Due Proportion of the portion of the “Basement Service Charge” payable by the Landlord pursuant to the Head Lease

“Basement Services”

the services listed in Part One of the Sixth Schedule to the Head Lease

“Base Rate”

the rate per cent which is equal to EURIBOR plus two per cent per annum or if there is no such rate the nearest corresponding rate reasonably calculated by the Landlord

“Basic Rent”

the clear sum of one million two hundred and eighty six thousand five hundred Euro (€1,286,500.00) per annum or pro rata for any part of a year subject to review in accordance with the provisions of this Lease

“BER Certificate”

a BER certificate as defined by the EPB Regulations

“Break Option Date”

the date which is 10 years and six Months after the Term Commencement Date or if that date is not a Working Day the next Working Day after that date

“Building”

the lands and premises together with the building(s) on same presently known as One Dockland Central, Guild Street in the City of Dublin the location of which is shown for identification purposes only edged red on the Plan numbered 5 including all additions alterations and improvements from time to time to such lands premises and/or building(s)) and all landlord's fixtures and fittings and plant machinery systems and equipment now or at any time in or about the same and all Conduits now or at any time in or exclusively serving same

PROVIDED THAT references to the Building in clauses 5.2 to 5.4 inclusive of this Lease shall not include (unless and then only to the extent otherwise determined from time to time by the Landlord) any tenant’s or trade fixtures or fittings (including any Tenant Plant) or any additions alterations and improvements made to the Building by the Tenant or by any other tenant or occupier

AND PROVIDED ALSO THAT the Landlord may at its absolute discretion at any time or times deem (or cease to deem) the Adjoining Building to be part of the Building for the purposes of this Lease

“Building Common Areas”

all pedestrian and/or vehicular ways, lobbies, entrance halls, corridors, passages, stairways, circulation areas, ramps, lifts, courtyards, forecourts, car parking areas, shared bicycle facilities, showers, toilets and any fixtures fittings furnishings areas facilities and amenities of or within the curtilage of the Building in each case which are or may be provided or designated from time to time by the Landlord (or if applicable by the Superior Landlord) for the common or general use by or for the benefit of some or all of the tenants and occupiers of the Building and/or where appropriate visitors to the Building BUT EXCLUDING both the Lettable Premises and any of the foregoing exclusively serving any particular Lettable Premises or the use of which is leased or exclusively licensed to or designated for exclusive use by the tenant or occupier of any particular Lettable Premises

“Building Management Systems”

all or any of the following that may be used within or serve the Building at any time that do not exclusively serve any particular Lettable Premises:

(a)   lighting systems

(b)   security, CCTV and alarm systems

(c)   access control systems

(d)   audio and audio-visual systems

(e)   wireless, phone, data transmission and other telecommunications systems

(f)   public address systems

(g)   waste management systems

(h)   air ventilation and filtration

(i)   air-conditioning, heating and climate control systems

(j)   water heating, filtering and chilling systems

(k)   fire detection, alarm and sprinkler systems

and all control systems, plant, machinery, equipment, and Conduits used in connection with them

“Building Regulations”

the Building Regulations 1997 to 2013, the Building Control Regulations 1997 to 2014 and any Code of Practice for Inspecting and Certifying Buildings and Works published from time to time in exercise of the powers conferred by the Building Control Acts 1990 to 2014

“Building Services”

the services, amenities and other matters to be or which may be provided by or on behalf of the Landlord as set out in clauses 5.5 and 5.6 and Part 2 of Schedule 3

“Business Hours”

the hours between 7.30 a.m. and 7.30 p.m. Mondays to Fridays (inclusive) excluding all usual bank and public holidays and such other hours as the Landlord or if applicable any Superior Landlord may in its discretion reasonably determine from time to time

“Car Park”

any part of the Building and/or the Adjoining Building designated from time to time by the Landlord for the parking of motor vehicles

“Car Park Ramp”

the “Car Park Ramp” as that term is defined in the Head Lease

“Car Spaces”

the car parking spaces in the Car Park referred to in paragraph 6 of Part 2 of Schedule 1

“Common Parts”

the “Common Parts” as that term is defined in the Head Lease

“Conduits”

sewers drains pipes cables wires gutters ducts (including any louver cowls or other outside covers of such ducts or other conduits) and all other forms of media used or intended to be used for conducting or for the passage of water drainage electricity gas telephone alarm signals air extracted air ventilated air heated or other services or supplies

“Connected”

has the meaning set out in Section 97(3) of the VAT Act

“Developer Specification Items”

(a)   raised access floors in the Premises;

(b)   ceiling finishes in the Premises; and

(c)   mechanical and electrical plant and equipment in the Premises

“Development Area”

the “Development Area” as that term is defined in the Head Lease

“Due Notice”

three (3) Working Days (except in case of emergency) prior notice in writing save for entry for the purpose of carrying out works where seven days (except in the case of emergency) prior notice shall be given

“Due Proportion”

a percentage or proportion which is equal to the percentage or proportion that the Nett Lettable Floor Area of the Premises bears to the aggregate of the Nett Lettable Floor Areas of all Lettable Premises of the Building as certified by the Landlord’s Surveyor

“EPB Regulations”

the European Union (Energy Performance of Buildings) Regulations 2012

“EURIBOR”

i) the percentage rate per annum determined by the Banking Federation of the European Union for the relevant interest period, displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Landlord may specify another page or service displaying the said rate; or

ii) (if no such rate is available for the relevant period) the arithmetic mean of the rates (rounded up to five decimal places) as supplied to the Landlord at its request, quoted by the reference banks to leading banks in the European interbank market;

as of 11:00am (Brussels time) on the day which is two TARGET Days (i.e. days on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in euro) before the first day of the relevant interest period unless market practice differs in the European interbank market, in which case on the day determined by the Landlord in accordance with market practice in the European interbank market (and if quotations would normally be given by leading banks on more than one day, the Quotation Day will be the last of those days).

“Expenditure”

has the meaning assigned to that term in Schedule 3

“Gale Days”

the days fixed for quarterly payment of the Basic Rent in advance being 1 January, 1 April, 1 July and 1 October in each year

“Granted Easements”

the easements rights and privileges granted or demised to the Tenant by this Lease

“Group Company”

Any company which is a member of the same group of companies as Hubspot Ireland Limited and Hubspot Inc. for the purposes of Section 8 of the Companies Act 2014

“Guarantor”

the person(s) if any named as “Guarantor” at the commencement of this Lease and any person(s) who during the Term covenant with the Landlord in the terms set out in clause 9 and Schedule 5 and references to “Guarantor” include where the context so admits or requires the personal representatives, successors and assigns of any such person(s)

“Head Lease”

lease dated 23 January 1999 between the Authority of the first part, the Public Areas Management Company of the second part, the Basement Company of the third part and Tantony Limited of the fourth part relating to the Building and any deed, agreement or other document (existing or future) expressed or intended to be supplemental to that lease or which is entered into pursuant to any provision of that lease (including any deed, transfer, covenant or other document entered in to in connection with a purchase or sale of the Reversion as that term is defined in the said lease)

“Insurance Excess”

the amount of any claim which by the terms of any relevant insurance policy is or may be deducted or disallowed by the insurers under any reasonable and prudent excess provisions in such insurance policy

“Insurance Rent”

a Due Proportion as conclusively determined from time to time by the Landlord or the Landlord's Managing Agents of

(a)   the total premia and other costs and expenses paid or to be paid in effecting and maintaining the insurances provided for in clause 5.2;

(b)   any Insurance Excess; and

(c)   any reasonable expenses which may be incurred in obtaining insurance valuations of the Building from time to time but not more often than once in any two (2) year period

“Insured Risks”

loss or damage by fire lightning storm tempest explosion earthquake flood landslip heave subsidence bursting or overflowing of water tanks apparatus or pipes impact aircraft or other aerial devices or articles dropped or falling from them riots civil commotion malicious damage property owner's liability and such other risks as the Landlord in its reasonable discretion may from time to time determine as being appropriate for a multi-let building such as the Building.

“Interest”

interest at the Prescribed Rate calculated on a daily basis from and including the date upon which interest becomes payable on any rent or sum reserved or made payable under this Lease until the date on which payment is made to and accepted by the Landlord (as well as after as before any judgement)

“Landlord”

the person(s) named as “Landlord” at the commencement of this Lease and includes any other person or persons for the time being entitled to the reversion immediately expectant on the determination of this Lease

“Landlord's Managing Agent”

at the discretion of the Landlord or Superior Landlord, the surveyor, property manager or managing agent engaged or employed for the time being by or on behalf of the Landlord or a Superior Landlord

“Landlord’s Surveyor”

any person or firm appointed by the Landlord or the Landlord’s Managing Agent (including an employee of the Landlord or the Landlord’s Managing Agent) to perform the function of a surveyor for any purpose under this Lease (excluding any Surveyor for the purposes of clause 6.5 or Schedule 2)

“Lettable Premises”

those parts of the Building (including the Premises) leased or from time to time intended by the Landlord to be leased to occupational tenants but shall exclude the Car Park, any Management Accommodation and such other parts of the Building as the Landlord in its absolute discretion may determine from time to time

“Loss or Damage”

extends to the full reinstatement or replacement cost of the building or thing insured as determined by the Landlord or the Landlord’s Managing Agent and includes an inflationary factor architects surveyors and other professional fees demolition shoring and site clearance expenses fire brigade or other emergency charges and all fees and payments of whatever nature necessary for or in contemplation of or in respect of the effecting of any such reinstatement or replacement (including any VAT, fees payable on any application under the Planning Acts and stamp duty exigible on any building or like contract entered into relative to such reinstatement or replacement)

“Machinery”

all plant, machinery, apparatus, systems and equipment used from time to time for the purpose of the Building or any part of it (including any lifts and lift machinery/motors, traffic barriers, boilers, compactors and generators) but excluding any which exclusively serves any particular Lettable Premises

“Main Structure”

the main structure of the Building including the roof(s), foundations, structural ceilings, structural floors, structural beams, structural slabs, structural columns and pillars, joists, load bearing walls and all other load-bearing parts of the fabric or structure of the Building, party structures, boundary walls, railings and fences and all exterior parts of the Building

“Management Accommodation”

any part(s) of the Building (including office or other accommodation) and any facilities which may from time to time be allocated or provided in the Building exclusively or mainly for the purposes of the management administration maintenance protection cleaning operation and/or security of or for the Building (including any for staff and personnel) and/or the provision of any of the Building Services including any for the housing of any Machinery or Building Management Systems

“Museum or Cultural Facility”

a “Museum or Cultural Facility” as that term is defined in the Head Lease

“Museum or Cultural Facility Rent”

the Due Proportion of the Museum or Cultural Facility Rent payable under the Head Lease

“Month”

calendar month

“Nearby Property”

any land premises or building which adjoins neighbours or is in the vicinity of the Premises including the remainder of the Building and also including the Basement, the Adjoining Building and the Development Area

“Nett Lettable Floor Area”

the nett lettable floor area of any premises expressed in square feet and measured in accordance with the Code of Measuring Practice current at the date when the said code is to be applied published on behalf of the Society of Chartered Surveyors Ireland (whether solely or jointly with any other body or institute) or if there is none, as may be determined by the Landlord acting reasonably

“Option to Tax”

a landlord’s option to tax the rents and other consideration payable under this Lease pursuant to section 97(1)(a) (i) and (ii) of the VAT Act

“Permitted Use”

use as offices

“Plans”

the plan or plans annexed at Schedule 4

“Planning Acts”

the Local Government (Planning and Development) Acts 1963 to 1999, the Planning and Development Acts 2000 to 2014, the Urban Renewal Acts 1986 and 1987, the Dublin Docklands Development Authority Act 1997, the Public Health Acts, the Building Control Acts 1990 to 2014, the Building Regulations and the Fire Services Act 1981 and 2003

“Premises”

the premises referred to in Part 1 of Schedule 1

“Prescribed Rate”

the rate per cent per day for the time being chargeable under section 1080 of the Taxes Consolidation Act 1997 (or such other periodic rate of interest as may from time to time be chargeable upon arrears of tax) or if there is no such rate the nearest corresponding rate reasonably calculated by the Landlord

“Public Areas”

“Public Areas” as that term is defined in the Head Lease

“Public Areas Management Company”

North Wall Quay/Mayor Street Management Company Limited, its successors and assigns and including any person firm or corporation which at any time takes over the functions of the said company its successors or assigns

“Public Area Services”

the “Public Area Services” as that term is defined in the Head Lease

“Public Area Service Charge”

the Due Proportion of the portion of the “Public Area Service Charge” payable by the Landlord pursuant to the Head Lease

“Public Health Acts”

the Local Government (Sanitary Services) Acts 1878 to 2001

“Quotation Day”

in relation to any period for which an interest rate is to be determined the day on which interest rates are determined in accordance with prevailing practice in the eurozone (provided that if there is more than one such day, the Quotation Day will be the last of those days)

“Reinstatement Election Notice”

a written notice given by the Landlord to the Tenant following the damage or destruction of the Building or any material part of it by an Uninsured Risk in which the Landlord elects:-

(a)   to reinstate or rebuild the Premises and those part of the Building which are required for its proper use and enjoyment following their damage or destruction by an Uninsured Risk; or

(b)   to end the Lease on a date, to be specified in the Reinstatement Election Notice not being a date which is more than six (6) months after the date of the Reinstatement Election Notice

“Reinstatement Election Period”

the period of twelve (12) Months from and including the date of damage or destruction of the Building or any material part of it by an Uninsured Risk

“Rent Commencement Date”

4 August 2016

“Retained Parts”

all parts of the Building which do not comprise Lettable Premises including: -

·   the Building Common Areas

·   any Management Accommodation

·   any Building Management Systems and any central control stations or facilities for any Building Management Systems

·   the Machinery

·   the Conduits and Utilities except any that exclusively serve or form part of any particular Lettable Premises

·   the Main Structure and

·   boundary walls and fences, entrance and exit ways, common or directional signs and totem and other signs relating to the Building and/or the tenants generally of it

“Review Dates”

the first day of the sixth year of the Term, the first day of the eleventh year of the Term and the first day of the sixteenth year of the Term and each a “Review Date”

“Roof Terrace”

the roof terrace on the fourth floor of the Building shown for identification purposes shaded green on the Roof Terrace Area Plan attached to this Lease

“Safety Regulations”

the Safety Health and Welfare at Work Acts 2005 and 2010, including the Safety, Health and Welfare at Work (Construction) Regulations 1995, 2001 and 2003, 2006 to 2013 and 2013

“Schedule of Condition”

the schedule of condition attached at Schedule 7

“Service Charge”

has the meaning assigned to it in Schedule 3 Part 1

“Service Charge Commencement Date”

the Term Commencement Date

“Superior Landlord”

the person or persons (if any) entitled to any interest in the Building or any part of it which is superior to the interest of the Landlord and whether such interest be created prior to or subsequent to the grant of this Lease including the person or persons for the time being entitled to the reversion expectant upon the determination of the Head Lease

“Surveyor”

an independent Chartered Surveyor experienced in the field of commercial property appointed in accordance with clause 6.5

“TARGET”

Trans-European Automated Real-time Gross Settlement Express Transfer payment system

“Tenant”

the person(s) named as “Tenant” at the commencement of this Lease and includes the successors in title of the Tenant and the permitted assigns of the Tenant and in the case of an individual or individuals his/their personal representatives

“Tenant Plant”

all plant equipment and machinery installed by or on behalf of the Tenant or any undertenant or occupier and which at any time serves the Premises or the Roof Terrace (excluding any which is expressed to form part of the Premises in Schedule 1 Part 1) including the plant equipment and machinery specified in the “Tenants Plans” attached to the Agreement for Lease.

“Tenant Plant Area”

such part or parts of the roof of the Building as the Landlord may from time to time designate (acting reasonably) for the installation of approved Tenant Plant serving only the Premises provided that the Landlord may from time to time (acting reasonably) on giving reasonable prior written notice to the Tenant and at the reasonable cost of the Landlord vary the location, layout and extent of the Tenant Plant Area including relocation of all or part of it to an alternative location or configuration in the Building

“Term”

the term of 20 years from and including the Term Commencement Date and expiring on 3 February 2036

“Term Commencement Date”

4 February 2016

“Termination of the Term”

the determination of the Term whether by effluxion of time re-entry notice surrender (whether by operation of law or otherwise) or by any other means whatsoever

“Uninsured Risk”

all or any of the following: -

(a)   an Insured Risk which is not insured because insurance is not available or is not reasonably available at economic rates or is not insured or fully insured by reason of any condition, exclusion or limitation which is imposed by the Landlord’s insurers (any Insurance Excess excepted); and

(b)   the risk of damage or destruction by a terrorist act if and to the extent that such risk is excluded from the Landlord’s insurance of the Building

“Utilities”

water, soil, waste of all kinds steam, gas, air, electricity, radio, oil, television, telephonic, digital and other communications and all other services amenities and supplies

“VAT”

Value Added Tax or any substituted or similar tax

“VAT Act”

the Value-Added Tax Consolidation Act 2010

“Working Day”

a day (other than a Saturday or a Sunday) on which banks are generally open for business in Ireland.

2

INTERPRETATION

2.1

reference in this document to this “Lease” shall mean this document (including the Schedules) whether it is strictly a lease or an underlease or a document granting an inferior leasehold interest and references to this Lease shall include any deed agreement licence memorandum or other document (existing or future) expressed or intended to be supplemental to this Lease;

2.2

any index, clause and paragraph headings shall not affect the construction of this Lease but are for reference purposes only;

2.3

if the Landlord, the Tenant or the Guarantor for the time being shall be more than one person the covenants and obligations in this Lease made or entered into by the Landlord, the Tenant and/or the Guarantor or otherwise arising under this Lease shall be deemed to be made and entered into jointly and severally;

2.4

where in this Lease there are covenants or agreements by the Tenant which restrict or forbid the Tenant from doing some act or omitting to do some act whether the same are specific or general such covenants and agreements shall include a covenant by the Tenant not to permit or suffer that act or omission by any undertenant or occupier of the Premises or any part of it or by any person under the control of or acting with the express or implied authority of the Tenant or any such undertenant or occupier;

2.5

the obligations of the Tenant under this Lease to repair the Premises and to yield up the Premises in good repair are limited to the extent that the Tenant shall not be responsible for disrepair due to damage or destruction

caused by the Insured Risks to the extent they are covered by the insurances effected pursuant to this Lease by the Landlord but shall not be so limited if any policy of insurance has been vitiated or avoided or to the extent that any insurance monies have been rendered irrecoverable in whole or in part because of any act neglect or default of the Tenant or any undertenant or occupier of the Premises or any part of it or the servants, agents, licensees or invitees of the Tenant or any such undertenant or occupier; 

2.6

any right or entitlement to enter or re-enter the Premises for the purposes of repairing or inspecting the Premises or for any other reason or purpose provided for in or by virtue of this Lease or reserved by this Lease shall be deemed to be exercisable by any Superior Landlord and the Basement Company (who shall each have the full benefit of such rights) and by any other person authorised by the Landlord, the Basement Company or any such Superior Landlord or having similar rights at any time;

2.7

where the consent of the Landlord is required under the terms of the Lease the Landlord shall be entitled to take into consideration the principles of good estate management and any requirement for Landlord's consent shall be taken to mean (whether or not it is so stated) also that the consent of any Superior Landlord is also required and it shall not be implied that any such Superior Landlord's consent shall not be unreasonably withheld or delayed;

2.8

references to any legislation or regulation shall include any amendment modification replacement or re-enactment of any such legislation or regulation for the time being in force and references to any Act (whether to a specific Act or generally to any Act) or legislation includes every statutory instrument subordinate legislation order direction regulation code of practice permission certificate licence consent condition and matter now or any time made or issued under any Act or legislation;

2.9

where this Lease is properly determined prior to the expiry of the fixed term granted by this Lease then the “Term” shall mean the term up to the date of such determination and expressions such as “the last year of the Term” or “Termination of the Term” shall be construed accordingly;

2.10

any reference in this Lease to the masculine gender shall include reference to the feminine gender and vice versa; any reference to neuter gender shall include the masculine and feminine genders and vice versa; reference to the singular shall include reference to the plural and vice versa; and words importing persons shall include firms, companies and corporations and vice versa;

2.11

if any term or provision of this Lease shall be held to be illegal or unenforceable in whole or in part such term or provision shall be deemed not to form part of this Lease and the validity and enforceability of this Lease shall not otherwise be affected;

2.12

reference to any right of or covenant to permit the Landlord to have access to or entry upon the Premises shall be construed as extending to any Superior Landlord, the Authority, the Public Areas Management Company, the Basement Company and to all persons authorised by the Landlord or by any Superior Landlord, the Authority, the Public Management Company or the Basement Company (in each case with all necessary equipment and materials) including authorised agents, professional advisors, contractors, workmen and prospective purchasers of any interest of the Landlord or of any Superior Landlord in the Premises or any Nearby Property;

2.13

rights enjoyed by the Tenant are (unless otherwise expressly provided in this Lease) enjoyed also in common with the Landlord and any Superior Landlord any person authorised by the Landlord and any Superior Landlord and any other person having similar rights and as appropriate shall apply for the benefit of any permitted undertenant or permitted occupier of the Premises or any part of it and any person authorised from time to time by the Tenant or any such permitted undertenant or permitted occupier in connection with the permitted use and enjoyment of the Premises;

2.14

any reference to “including” means “including, without limitation” and references to “includes” and “included” shall be construed accordingly;

2.15

any reference to a clause or schedule shall be a clause of or schedule to this Lease and the schedules shall be deemed to form part of this Lease.

3

DEMISE 

3.1

In consideration of the rents and covenants on the part of the Tenant reserved by or contained in this Lease the Landlord DEMISES to the Tenant ALL THAT the Premises TOGETHER with the rights specified in Part 2 of Schedule 1 (but subject as stated in Part 2 of Schedule 1) EXCEPTING AND RESERVING the easements and rights specified in Part 3 of Schedule 1 and SUBJECT TO all rights easements quasi-easements privileges covenants restrictions and stipulations of whatever nature as may affect the Building or any part of it TO HOLD the Premises unto the Tenant for the Term YIELDING AND PAYING unto the Landlord during the Term:

3.1.1

FIRSTLY from and including the Rent Commencement Date yearly and proportionately for any fraction of a year the Basic Rent and from and including each Review Date such clear yearly rent as becomes payable under Schedule 2 in every case to be paid by bank or credit transfer of clear funds by equal quarterly instalments in advance on the Gale Days;

3.1.2

SECONDLY as additional rent from and including the Service Charge Commencement Date the Service Charge, to be paid in accordance with the provisions of this Lease;

3.1.3

THIRDLY as additional rent from and including the Service Charge Commencement Date, the Public Area Service Charge to be paid within twenty one (21) days of invoice or written demand;

3.1.4

FOURTHLY as additional rent from and including the Service Charge Commencement Date, the Basement Service Charge to be paid within twenty one (21) days of an invoice or written demand;

3.1.5

FIFTHLY as additional rent from and including the Term Commencement Date the Insurance Rent, to be paid within twenty one (21) days of invoice or written demand in accordance with the provisions of this Lease;

3.1.6

SIXTHLY as additional rent commencing on the date on which a Museum or Cultural Facility is opened to the public and for so long as it remains so open yearly and proportionately for any fraction of a year the Museum or Cultural Facility Rent to be paid within twenty one (21) days of invoice or written demand;

3.1.7

SEVENTHLY as additional rent within twenty one (21) days of a proper VAT invoice(s) all sums payable in respect of VAT from time to time to be paid in accordance with the provisions of this Lease (and so that where VAT is so payable the Tenant shall be entitled to require a proper VAT invoice prior to the payment of such VAT); and

3.1.8

EIGHTLY as additional rent twenty one (21) days of written demand all sums payable by way of Interest from time to time to be paid in accordance with the provisions of this Lease;

4

TENANT’S COVENANTS

4.1

Rents

4.2

Insurance Rent

4.2.1

the Insurance Rent; and

4.2.2

as additional rent, any additional premia or loading on the insurances for or relating to the Premises or any Nearby Property of the Landlord or any Superior Landlord payable as a result of anything done or omitted to be done on the Premises or as a result of the use or occupation of the Premises.

4.3

Interest

4.4

Outgoings

4.4.1

any tax payable by the Landlord as a result of any dealing by the Landlord with its reversionary interest in the Building; or

4.4.2

any tax payable by the Landlord in respect of the rents or other payments reserved or payable under this Lease (other than, if applicable VAT).

4.5

Repair and Maintain

4.5.1

To repair and keep in good and substantial repair and condition and properly maintained in every respect the Premises and the Tenant Plant and all tenant and trade fixtures and fittings and as often as may be necessary or required by the Landlord (acting reasonably) to rebuild, reinstate or renew the Premises.

4.5.2

To renew or replace the Tenant Plant and any fixtures and fittings (whether of the Landlord or any tenants or trade fixtures or fittings) and Conduits exclusively serving or which form part of the Premises or located on or which exclusively serve the Roof Terrace or the Tenant Plant Area in each case which may be or become beyond repair or cease to operate correctly without renewal or replacement with new Tenant Plant fixtures fittings and Conduits which are similar in type and quality in each case to the reasonable satisfaction of the Landlord provided that, but subject to the provisions of clauses 4.7.2, 4.8, 4.10 to 4.12, 4.20, 4.21, 4.33 and 4.40 inclusive, the Tenant shall be at liberty to remove any tenant plant, fixtures or fittings without replacing them provided that such removal is done in a good and workmanlike manner and otherwise in accordance with the provisions of this Lease and that any damage caused as a result of such removal is promptly made good to the reasonable satisfaction of the Landlord.

4.5.3

To ensure that

(a)

all landlord’s fixtures and fittings which form part of the Premises;

(b)

all Tenant Plant and

(c)

all Conduits which form part of the Premises or located on or which exclusively serve the Roof Terrace or the Tenant Plant Area in each case requiring servicing or maintenance are serviced and maintained as and when prudent or required by competent and reputable contractors and in accordance with prudent standards of practice.

4.5.4

To make good any damage caused to the Premises and any Nearby Property by the installation or removal of any tenants or trade fixtures or fittings.

4.5.5

To keep the Premises and the Roof Terrace tidy and regularly and properly cleaned with the internal surfaces of all windows and glazing forming part of or bounding the Premises being cleaned as necessary or reasonably required by the Landlord.

4.5.6

To keep any part of the Premises that is not built on clean and tidy and free from weeds with any landscaped areas planted and well-tended and any parking spaces roads pavements and service areas properly lit, maintained, operated and surfaced.

4.6

Decorative Condition 

4.6.1

To prepare paint and decorate in a proper and workmanlike manner with high quality materials and to a standard consistent with a high quality office building all the parts of the Premises usually or as would properly be decorated painted or prepared as often as shall reasonably be necessary and at least once in every period of three (3) years and in the last year of the Term (but not to require the Tenant to redecorate the Premises more often than once in any twelve (12) month period unless this is or would be necessary or reasonably required following or as part of the reinstatement of or yielding up of the Premises in accordance with the Tenant’s obligations under clause 4.8) such preparation painting and decoration in the last year of the Term to be executed in such colours and with such materials as the Landlord may reasonably require.

4.6.2

As often as shall reasonably be necessary or as reasonably directed by the Landlord in order to maintain a high standard of finish and attractiveness and in any event in the last year of the Term to clean and treat in an appropriate manner to the reasonable satisfaction of the Landlord all materials surfaces and finishes not requiring to be painted prepared or otherwise decorated as aforesaid.

4.7

Conduits

4.7.1

To keep the Conduits which are part of or exclusively serve the Premises clear and unobstructed.

4.7.2

Not to do anything which causes or is likely to cause any obstruction in or damage or injury to or interference with any Conduits Utilities or Machinery or any plant machinery equipment or systems serving any Nearby Property or which would render access to them or any of them more difficult than the same now is and not to discharge into any Conduits any oil or grease or any deleterious objectionable dangerous poisonous or explosive matter or substance.

4.7.3

To take all necessary care and precautions to avoid frost water or other damage to the Premises or any Nearby Property including by reason of bursting or overflowing of any Conduit tank or water apparatus in on under or over the Building or any part of it and to indemnify the Landlord and the Superior Landlord against liability for any such damage.

4.8

To Yield Up

4.8.1

At the Termination of the Term:-

(a)

Quietly to yield up unto the Landlord the Premises the Tenant Plant Area and the Roof Terrace (excluding tenant's or trade fixtures and fittings and Tenant Plant but subject in this regard to clauses 4.8.1 (b) and 4.8.2) with vacant possession and (i) in accordance with the specification set out in Schedule 6 and (ii) in such state and condition as shall in all respects be consistent with the proper performance by the Tenant of the covenants and obligations on the part of the Tenant and conditions contained in or arising under this Lease and clean and tidy.

(b)

Unless and except to the extent (if any) that the Landlord shall give the Tenant notice in writing to the contrary, but subject to clause 4.8.2 to remove alterations or additions made to the Premises the Tenant Plant Area or the Roof Terrace by or on behalf of the Tenant or any undertenant or occupier and all tenant’s or trade fixtures, fittings and signs (including Tenant’s Plant) in each case in a good and workmanlike manner and to procure that the Premises the Tenant Plant Area and the Roof Terrace are reinstated in good and substantial repair and condition making good all damage caused to the Premises and any Nearby Property by such removal and/or reinstatement to the reasonable satisfaction of the Landlord.

(c)

To remove all chattels belonging to or used by the Tenant or any undertenant or occupier.

(d)

To pay to the Landlord within twenty one (21) days of invoice or written demand all fees and expenditure (including VAT to the extent it is not recoverable by the Landlord) reasonably and properly incurred or which (whether or not actually incurred) would be reasonably and properly incurred after Termination of the Term (including any VAT to the extent it would not be recoverable by the Landlord) in connection with the repair painting reinstatement treatment or decoration of the Premises the Tenant Plant Area and/or the Roof Terrace so as to put them into the condition commensurate with the due performance of the Tenant's covenants contained in this Lease and additionally to pay to the Landlord within twenty one (21) days of invoice or written demand mesne profits at the rate of the Basic Rent payable immediately prior to

the Termination of the Term and all additional rents due or payable under this Lease for the period reasonably required for such repairing painting reinstating treatment and decoration of the Premises. 

4.8.2

If and to the extent that on Termination of the Term the standard and specification of the Developer Specification Items previously installed by or on behalf of the Tenant in the Premises with the prior written approval of the Landlord is superior to the standard and specification of those items set out in Schedule 6, the Tenant will not, subject to clause 4.8.3, be obliged to remove such Developer Specification Items on Termination of the Term.

4.8.3

Clause 4.8.2 will only apply

(a)

if on Termination of the Term the Tenant is in a position to yield up the Developer Specification Items in such state and condition as shall in all respects be consistent with the proper performance by the Tenant of the covenants and obligations on the part of the Tenant and conditions contained in or arising under this Lease; and

(b)

where each Developer Specification Item is matching and consistent throughout the entire of the Premises (so that for example, if a particular type of ceiling tile is installed by the Tenant the Premises (as reinstated) must be yielded up on Termination of the Term with ceiling tiles which match and are consistent throughout the entire of the Premises and which are of a standard and specification equal or superior to that set out in Schedule 6).

4.8.4

For the avoidance of doubt a failure to remove items of furniture or other loose items in each case which can be removed without material cost will not be treated as a failure to deliver “vacant possession” (but without prejudice to any other right or remedy of the Landlord in respect of such failure).

4.9

Permit Entry

4.9.1

To permit the Landlord and persons authorised by the Landlord on giving Due Notice at all reasonable times to enter the Premises the Tenant Plant Area and/or the Roof Terrace or any part of it to view the state and condition of the Premises the Tenant Plant Area and/or the Roof Terrace or to prepare any schedule of condition and/or dilapidations or to take inventories of the fixtures and things to be delivered up on Termination of the Term or for ascertaining whether the Tenant's covenants or obligations under or the conditions in this Lease are being duly observed and performed.

4.9.2

To comply as soon as reasonably possible (and immediately in the case of emergency) with any notice given by the Landlord requiring the Tenant to remedy any breach non-performance or non-observance of the covenants or obligations on the part of the Tenant or the conditions contained in or arising under this Lease and if the Tenant shall not within one month (or within such shorter period as the Landlord may by notice reasonably specify in the case of emergency or urgency) diligently commence complying with any such notice or if the Tenant shall not then diligently proceed to comply with such notice to permit the Landlord to enter upon the Premises the Tenant Plant Area and/or the Roof Terrace to remedy and/or make good any such breach non-performance or non-observance.

4.9.3

To pay to the Landlord within twenty one (21) days of invoice or written demand all costs and expenses reasonably and properly incurred by the Landlord (including any professional fees and VAT to the extent it is not recoverable by the Landlord) under the provisions of clauses 4.9.1 and/or 4.9.2 together with interest at the Prescribed Rate from the date of expenditure.

4.9.4

To permit the Landlord and all persons duly authorised by it upon giving Due Notice to enter and remain on the Premises the Tenant Plant Area and/or the Roof Terrace so far as may be reasonably required in order to examine repair alter extend strengthen cleanse maintain reinstate or rebuild any Nearby Property or to inspect cleanse empty repair maintain renew replace or construct any Conduits or for the purpose of exercising any of the rights excepted or reserved in this Lease or in the Head Lease or for the purpose of the performance of any obligations under this Lease or the Head Lease or for any reasonable purpose connected with the interest of the Landlord or any Superior Landlord in the Premises or any Nearby Property the person exercising such rights making good any physical damage occasioned to the Building including the Premises the Tenant Plant Area and the Roof Terrace by such entry as soon as reasonably practicable but without compensation for any temporary annoyance nuisance damage noise vibration or inconvenience caused. 

4.9.5

Save where clause 4.9.2 or clause 6.1 applies, in exercising any right or entitlement of the Landlord or the Superior Landlord (or any other person with either of their authority) to enter the Premises for any purpose permitted by this Lease, the party exercising such rights shall use its reasonable endeavours to comply with the following sub-paragraphs (i) to (viii)):

(i)

except in the case of emergency, give the Tenant Due Notice and if reasonably practicable and the Tenant cooperates make an appointment for the time of entry;

(ii)

comply (and take reasonable steps to procure that their respective employees, agents, licensees and representatives shall comply) so far as is reasonably practicable with the Tenant’s reasonable written security policy in respect of the Premises;

(iii)

where reasonably practicable and the Tenant cooperates to arrange to be accompanied by a Tenant’s representative at all times and the Tenant shall also provide the Landlord with an emergency contact person and telephone number for this purpose;

(iv)

where exercising such right or entitlement in an emergency without prior notice or the presence of Tenant’s representative, to provide to the Tenant’s facility manager in the Premises a written incident report outlining the events giving rise to the entry;

(v)

take reasonable steps to minimise so far as reasonably practicable any disruption to the Tenant;

(vi)

take reasonable steps to see that as little damage as is reasonably practicable is done to the Premises, the Landlord’s and the Tenant’s fixtures and fittings therein and that any physical damage thereby caused is remedied as soon as reasonably practicable thereafter;

(vii)

save in the case of emergency ensure insofar as is reasonably practicable that such rights of entry are exercised outside the Business Hours and endeavour to agree with the Tenant a timetable and method for the carrying out of any works prior to the Landlord’s entry or commencement thereof;

(viii)

save in the case of emergency, ensure that it has considered all reasonable alternatives to such entry for the particular purposes required where the entry is to carry out works to or gain access to any Nearby Property or install Conduits serving any Nearby Property.

4.10

Alterations

4.10.1

Not to make any alteration or addition of any kind to the Main Structure or to any Landlord’s fixtures or fittings or to any Building Management Systems or Machinery.

4.10.2

Not to erect any new building or structure on the Premises nor make any alterations or additions whatsoever to the Premises or any walls or partitions on or bounding the Premises and not to cut maim or remove any part of the Premises, but without prejudice to any other provision of this Lease the Tenant may make alterations to the internal non-structural parts of the Premises subject to obtaining the prior consent in writing of the Landlord such consent not to be unreasonably withheld or delayed provided that any such alterations shall not (unless otherwise expressly agreed in writing by the Landlord):

(a)

have a material adverse effect on the operation or efficiency of any Conduits, Building Management Systems or Machinery;

(b)

render the Premises or any Nearby Property non-compliant with the Planning Acts (including Building Regulations) or any Act or give rise to any requirement for a new or revised fire safety certificate or disability access certificate in respect of the Premises or any Nearby Property; or

(c)

result in any material increase in the level of services required to be provided by any Conduits, Building Management Systems or Machinery 

4.10.3

Not to make any non-structural alteration or non-structural addition of any kind to the Roof Terrace without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed).

4.10.4

Not to do or suffer in or upon the Premises or the Roof Terrace any wilful or voluntary waste or spoil.

4.10.5

Not to install or retain on the exterior of the Premises or on the Roof Terrace any equipment, items or apparatus of any kind.

4.10.6

Not to install or make any alteration or connection to any Conduits or to any Developer Specification Items without the Landlord’s prior written consent (such consent not to be unreasonably withheld or delayed).

4.10.7

Not to install commission or operate any sprinkler system without the prior consent in writing of the Landlord.

4.10.8

Not:

(a)

to install any new blinds or other coverings of the external windows or glazing bounding the Premises;

(b)

to alter the existing blinds or other coverings (if any) of the external windows and glazing bounding the Premises; nor

(c)

to replace any such blinds or other coverings with blinds or coverings of a design or type different from the existing or previously approved blinds or coverings

4.10.9

The Landlord may as a condition to giving any consent under this clause 4.10 or where the provisions of this clause 4.10 are deemed to apply require the Tenant to enter into such covenants and licences, to provide and maintain such insurances and to comply with such requirements as the Landlord shall reasonably require in relation to the execution of any works, their repair and maintenance and their removal and the reinstatement of the Premises on Termination of the Term or otherwise. Any such consent shall be deemed to be subject to the Tenant complying with the Planning Acts (including Building Regulations) and any other applicable Act.

4.10.10

The Landlord shall not object to any logos or colours adopted by the Tenant in the Premises from time to time in keeping with its corporate style and branding.

4.11

Alterations and Insurance

4.11.1

If any alteration or addition to or within the Premises may result in a variation of the reinstatement cost of the Building or any part of it forthwith to give notice to the Landlord of the variation in reinstatement cost so caused to enable the Landlord to alter the relevant insurance cover AND SO that only notice which expressly refers to this particular clause notifying the variation of the reinstatement cost will be sufficient notice and the Landlord shall not otherwise be deemed to have received such notice or to be responsible for varying the relevant insurance cover.

4.11.2

To pay or reimburse to the Landlord any shortfall of insurance cover caused by a failure to comply with the requirements in clause 4.11.1.

4.12

Insurance Obligations 

4.12.1

To comply with all conditions requirements and written recommendations which may be imposed or made from time to time by the insurers for the time being of the Building and/or the Basement.

4.12.2

Not by act or omission to do anything which may invalidate or render voidable any insurance effected by the Landlord or any other person in respect of the Building or any part of it and/or any Nearby Property or which may cause any increased or additional premium to become payable in respect of any such insurances.

4.12.3

To notify the Landlord in writing as soon as practicable after becoming aware of any damage caused to the Building and/or the Basement by the Insured Risks or other event which may affect or be likely to lead to a claim on the insurances relating to the Building and/or the Basement.

4.12.4

If the Building or any part of it or any Nearby Property is damaged or destroyed by any Insured Risk at any time during the Term and the insurance money under any applicable policy of insurance is wholly or partially irrecoverable by reason solely or in part of any act neglect or default of the Tenant or any undertenant or occupier of the Premises or any part of it or by any person under the control of or acting with the express or implied authority of the Tenant or any such undertenant or occupier to pay to the Landlord the whole of the amount of the insurance money so irrecoverable (or a fair proportion where others also caused such irrecoverability).

4.12.5

Not to obstruct the access to or means of working any fire fighting fire extinguishing fire detection or fire safety appliances or apparatus for the time being installed in the Premises or any Nearby Property or the means of escape from the Premises or any Nearby Property in case of fire or other emergency.

4.13

Machinery

4.13.1

To provide maintain and operate proper and adequate systems of heating air conditioning cooling ventilation and lighting within the Premises.

4.13.2

Not to install or use in or upon or in connection with the use of the Premises or the exercise of the Granted Easements any plant machinery or apparatus of any nature which causes noise or vibration which can be heard or felt in any Nearby Property or which causes or may cause damage to the Premises or any Nearby Property or which causes or may cause any electro-magnetic interference with or any malfunction of any electronic equipment systems or apparatus on or serving any Nearby Property (including any data transmission equipment systems or apparatus).

4.14

User

4.14.1

Not to use the Premises or any part of it for any purpose other than for the Permitted Use.

4.14.2

Not to leave the Premises continuously unoccupied (other than for normal holiday periods) without notifying the Landlord in writing and providing such security arrangements as the Landlord may reasonably require.

4.14.3

To provide the Landlord with the name, home address and home and mobile telephone numbers of at least two current key holders of the Premises at all times.

4.14.4

To comply with all requirements and restrictions which may be imposed from time to time by the Landlord in connection with the Roof Terrace or its use.

4.14.5

In the event that the Building (including the Car Park) employs the use of access cards or similar devices, the Landlord shall make a reasonable number of such cards and other devices available to the Tenant at no cost (save that the cost may be included in the Expenditure for Service Charge purposes). Where replacement cards are requested due to loss, the Landlord may charge a reasonable lost card fee.

4.15

Restrictions on Use

4.15.1

Without prejudice to the generality of clause 4.14 not to use the whole or any part of the Premises or the Roof Terrace:

(a)

for any sale by auction or for any public or political meeting, public exhibition or public entertainment;

(b)

for hanging placing depositing or exposing outside the Premises or from any windows or glazing of or bounding the Premises any goods articles or things of any kind;

(c)

for any illegal or immoral purpose; 

(d)

for any offensive disreputable noisy or dangerous trade business pursuit or occupation or as a betting office or for gambling of any kind whether permitted by law or not or for residential or sleeping purposes;

(e)

for the sale or, subject to clause 4.15.6, supply of intoxicating liquor for consumption on or off the Premises or as a club where intoxicating liquor is supplied;

(f)

for any use or purpose which the Landlord reasonably believes would not be appropriate having regard to the nature or character of the Nearby Property or which is inconsistent with a high quality office building.

4.15.2

Not to play or use any musical instrument or apparatus which reproduces sound in or from the Premises or the Roof Terrace so that it can be heard to an extent which in the opinion of the Landlord is unreasonable or undesirable in any Nearby Property.

4.15.3

Not to cause or permit any smells to be emitted from the Premises or the Roof Terrace to an extent which in the opinion of the Landlord is unreasonable or undesirable.

4.15.4

Not to have any event or promotion of any kind or any party on the Roof Terrace without first giving reasonable prior notice to the manager of the Building.

4.15.5

Not to use or allow to be used the Roof Terrace for any purpose (including any event or promotion of any kind) which in the reasonable opinion of the Landlord causes or may cause disturbance or annoyance to any tenant or occupier of the Building or any other Nearby Property.

4.15.6

To comply with the reasonable regulations from time to time and the requirements and recommendations of any insurer in relation to the use of the Roof Terrace (including any regulations of the Landlord governing the frequency and timing of events or promotions having regard to the interests and/or quiet enjoyment of the tenants and occupiers of the Building or any other Nearby Property). The supply, without any charge and strictly on a responsible and lawful basis and where only consumed on the Premises or the Roof Terrace, of intoxicating liquor at any such event promotion or party or in connection with the proper use of the Premises and/or Roof Terrace for entertainment purposes shall be permitted (but it shall be the responsibility of the Tenant to secure and comply with all requisite approvals licences and consents under any applicable Act).

4.16

Nuisance

4.16.1

Not to do or bring or allow to be brought into or upon any part of the Building any act matter or thing or install or use any plant machinery or apparatus of any nature or otherwise do anything which shall or may be or become a nuisance or which may be injurious to the value tone character or amenity of the Building or any other Nearby Property or cause disturbance to any owner or occupier of the Building or any other Nearby Property.

4.16.2

To pay to the Landlord all reasonable costs charges and expenses (including VAT) which may be properly incurred by the Landlord or any Superior Landlord or for which the Landlord or any Superior Landlord shall be liable in connection with the abating of any nuisance on or arising from the Premises (or its use or occupation) or in connection with the exercise of the Granted Easements and executing all such works as may be necessary for abating any such nuisance.

4.17

Signs etc

4.17.1

Not to place on the exterior of the Premises or on or inside the doors, windows or glazed surfaces of or bounding the Premises so as to be visible from the exterior of the Premises or on or from the Roof Terrace any name writing notice sign placard sticker or advertisement save that the Tenant may display a name plate in the reception area of the Building and the lobby area of the third and fourth floors of the Building each in a position and of a size style and design first approved in writing by the Landlord (such approval not to be unreasonably withheld or delayed) and otherwise in a size style and dimension commensurate with a high class office building and the character of the Building. The Landlord shall not object to the style or branding of any signage inside the Premises in keeping with the Tenant’s corporate style and branding from time to time but this limitation on the Landlord will not apply to any signage which is visible from the exterior of the Premises.

4.17.2

Not to install or erect in the Premises any filing storage racking computers or office equipment so as to be visible from outside the Building or from any part of the Building other than the Premises.

4.18

Pay for Utilities 

4.19

Not to Overload

4.19.1

Not to do or load upon or suspend from or bring in or upon the Building or any part of it anything which may throw or otherwise cause any load weight or strain on or to floors ceilings roofs walls or any structural or load bearing parts of the Building or any other Nearby Property in excess of that which the Building and any such other Nearby Property is designed or constructed to bear with due margin for safety and if necessary to seek professional advice at the Tenant's own expense for the benefit of the Landlord and the Tenant so as to ensure that there shall not be any infringement of this clause.

4.19.2

To observe the weight limits and capacity which apply to all lifts in or serving the Building.

4.20

Statutory Requirements

4.20.1

At the Tenant’s expense to comply in all respects with the provision of every applicable Act and every other obligation imposed by law relating to or affecting the Premises or the use or occupation of the Premises or the exercise of the Granted Easements.

4.20.2

At the Tenant’s expense to execute all works and do all things on or in respect of the Premises or in respect of the use or occupation of the Premises or the employment of any person or the exercise of the Granted Easements (whether required to be done or executed by an owner lessee or occupier) as under or by virtue of any Act or the lawful requirements of any local or competent authority or Court are or shall be directed or necessary to be done or executed including all safety and fire safety requirements and precautions and all provisions relating to conditions of work and facilities provided for those working in the Premises or exercising the Granted Easements and at all times to indemnify the Landlord and keep the Landlord fully and effectually indemnified from and against all penalties damages compensation costs claims demands expenses and liability in respect of same or arising through any failure to comply with this clause.

4.20.3

Not to do in on or near the Premises or any Nearby Property or in connection with the exercise of any Granted Easements any act or thing by reason of which the Landlord, the Basement Company or any Superior Landlord may under or by virtue of any Act incur or have imposed upon it or become liable to pay any penalty damages compensation costs charges or expenses or which may cause the Landlord or any Superior Landlord to be in breach of any Act.

4.21

Planning Acts and other legislation/regulations

4.21.1

Not to do or omit to do anything on or in connection with the Premises or any works to the Premises or any Nearby Property or in connection with the exercise of any Granted Easements the doing or omission of which shall be a contravention of any of the Planning Acts, the Building Regulations, the Safety Regulations or (if applicable) the Public Health Acts or of any notice order licence consent permission or condition served made granted or imposed under any of the Planning Acts, the Building Regulations, the Safety Regulations or (if applicable) the Public Health Acts.

4.21.2

Not without the Landlord's written consent to make any application for or implement any planning permission fire safety certificate or disability access certificate (or any other certificate under the Building Regulations) affecting or relating to the Premises or any Nearby Property (but the Landlord will not unreasonably withhold or delay such consent where the matter relates to an alteration or addition which is permitted under clause 4.10) AND to give notice to the Landlord of the granting or refusal (as the case may be) of any planning permission or any such certificate forthwith on receipt.

4.21.3

If and when called upon so to do to produce to the Landlord all such plans, documents, disks and other evidence as the Landlord may reasonably require in order to satisfy itself that the provisions of this clause 4.21 have been complied with in all respects.

4.21.4

Forthwith to notify the Landlord of any notice order or proposal for a notice or order served on the Tenant or at the Premises under the Planning Acts, the Building Regulations, the Safety Regulations, the Public

Health Acts or any Act which may relate to or affect the Premises or any Nearby Property or the use or occupation of or any works to the Premises or any Nearby Property or in connection with the exercise of any Granted Easements and if so required by the Landlord to produce the same and at the request of the Landlord to make or join in making such objections or representations in respect of any notice order or proposal as the Landlord may reasonably require. 

4.21.5

To comply at its own cost with any notice or order under or by virtue of any provision of the Planning Acts, the Building Regulations, the Safety Regulations, the Public Health Acts or any Act which is served on the Tenant or which relates to or affects the Premises or the use or occupation of it or any works to the Premises or the exercise by the Tenant or any undertenant or occupier of any Granted Easements.

4.21.6

Unless the Landlord shall otherwise direct to carry out before the Termination of the Term any works stipulated to be carried out to the Premises by a date subsequent to Termination of the Term as a condition of any planning permission fire safety certificate or disability access certificate (or any other certificate under the Building Regulations) that may have been granted during the Term and implemented in whole or in part by or for the Tenant or any undertenant or occupier.

4.21.7

If the Tenant or any undertenant or occupier shall receive any compensation in respect of the Premises or any part of it in consequence of any restriction placed upon the user of the Premises or any part of it then on Termination of the Term forthwith to make such provision as is just and equitable for the Landlord to receive its due benefit from such compensation which sum shall in default of agreement be determined by the Surveyor, acting as an expert not an arbitrator.

4.21.8

In respect of any works carried out by or on behalf of the Tenant or any undertenant or occupier on or to the Premises or in connection with the exercise of the Granted Easements or any change of use of the Premises or otherwise as may be permitted by the Landlord to comply with the provisions of the Planning Acts, the Building Regulations and the Safety Regulations and any and all other Acts which may apply and with the lawful requirements of any local or competent authority or officer and without prejudice to any other requirement of the Landlord promptly furnish to the Landlord:

(a)

a copy of any commencement notice or 7 day notice (including if required by the Landlord all plans, documents, calculations, specifications, particulars, certificates and notices accompanying it) filed with or given to the building control or other competent authority in accordance with the Building Regulations;

(b)

any application for a fire safety certificate and/or disability access certificate (or other certificate under the Building Regulations) for its prior approval (which approval shall not, subject to the provisions of clause 4.10 be unreasonably withheld or delayed);

(c)

any fire safety certificate and disability access certificate (or other certificate under the Building Regulations) issued;

(d)

within one month of the practical completion of the works a certificate of opinion of compliance by a member of the Royal Institute of Architects in Ireland or Engineers Ireland (or any successor or substituted body of either) that the design and construction of the works or as applicable the change of use comply with the Planning Acts (including Building Regulations) and that all such works and/or change of use have been carried out in substantial compliance with the plans lodged with the relevant applications for planning permission, fire safety certificate and/or as applicable disability access certificate (or other certificate under the Building Regulations) as amended by any conditions imposed by the planning authority or building control or other competent authority; and

(e)

a certified copy of the Certificate of Compliance on Completion (including if required by the Landlord, all plans, documents, calculations, specifications, particulars and inspection plan(s) accompanying it) submitted to the building control or other competent authority in accordance with the Building Regulations together with evidence that the particulars relating to such Certificate have been entered by the building control or other competent authority on the relevant register maintained under the Building Regulations.

4.22

Not to Assign, Underlet or Part with Possession

4.22.1

Not to assign, transfer, underlet, charge, mortgage, encumber, hold on trust for another or part with the possession or occupation of the Premises or any part of it or suffer any person to occupy the Premises or any part of it as a licensee or as concessionaire without the prior written consent of the Landlord BUT

NOTWITHSTANDING the foregoing a mortgage or charge of the Tenant’s interest under this Lease to a recognised financial institution shall be permitted and the Landlord shall (subject to the provisions of this clause 4.22 or such of them as may in the reasonable opinion of the Landlord be appropriate) not unreasonably withhold or delay its consent to an assignment of the entire or an underletting of the entire of the Premises or an underletting of a single floor of the Premises or separate underlettings of each single floor of the Premises in each case to an assignee or underlessee of good and sufficient financial standing and otherwise reasonably acceptable to the Landlord, but subject to the provisions of this clause 4.22. 

4.22.2

In this clause 4.22 the word “alienation” shall include any assignment, transfer, underletting, parting with the possession or occupation or the suffering of any person to occupy the Premises as a licensee or concessionaire. Without limitation to any other covenant or provision in this clause 4.22, the following covenants by the Tenant and provisions shall apply: -

(a)

in the case of an assignment and if it is reasonable to do so the Landlord may as a pre-condition to its consent require that either a parent or associate company or two sureties in each case of good and sufficient financial standing and otherwise reasonably acceptable to the Landlord shall join in such consent as aforesaid as surety or sureties for such person in order to covenant (if more than one jointly and severally) with the Landlord in the manner set out in Schedule 5 or in such other form as the Landlord may from time to time require;

(b)

the Tenant shall prior to any alienation apply in writing to the Landlord for consent to the alienation and give all reasonable information as the Landlord may require;

(c)

the Landlord's consent to any such alienation shall be given in writing either under the hand of an officer of the Landlord or as a deed and the Landlord may impose such conditions in connection with its consent as the Landlord may reasonably require;

(d)

in the case of an underlease the same shall be of the entire of the Premises or a single floor of the Premises or separate underlettings of each single floor of the Premises and such underlease shall reserve the full open market rent then payable for comparable Grade A offices in the City of Dublin in respect of the underlet premises and if required by the Landlord the undertenant shall enter into a direct covenant by deed with the Landlord to perform and observe all the covenants and obligations (other than for payment of the Basic Rent reserved by this Lease) on the part of the Tenant and conditions contained in or arising under this Lease and every such underlease shall also be subject to the following conditions, that is to say that it shall contain:

(i)

an unqualified covenant on the part of the undertenant not to assign underlet or part with or share the possession of part only of the premises underlet;

(ii)

a covenant on the part of the undertenant not to assign underlet or part with or share the possession of the whole of the premises underlet without obtaining the previous consent in writing of the Landlord (such consent not to be unreasonably withheld or delayed in the case of an assignment of the whole of the underlet premises);

(iii)

a covenant condition or proviso under which the yearly rent from time to time payable under such underlease shall be subject to rent reviews to full open market rent at five yearly intervals, the provisions for ascertaining such reviewed rent being otherwise consistent with Schedule 2;

(iv)

a covenant that any underleases granted out of such underlease whether immediately or immediately shall contain provisions similar to those in this clause 4.22.2(d);

(v)

covenants and conditions in the same terms as nearly as circumstances admit as those contained in this Lease;

(vi)

a provision confirming that the Tenant as landlord will exercise its option to tax the rents and other consideration payable under the underlease pursuant to Section 97(1)(a) (i) and (ii) of the VAT Act;

(e)

it shall be reasonable for the Landlord to require as a pre-condition to its consent that the assignee undertenant or other person executes and delivers to the Landlord prior to or contemporaneously with the alienation in question a valid deed of renunciation pursuant to Section 17 (1) (a) as amended of the Landlord and Tenant (Amendment) Act 1980 as amended which is satisfactory to the Landlord (acting reasonably) provided however that this will only be a

requirement in the case of an assignment where the assignment takes place or is completed during the last five years of the Term; 

(f)

it shall be reasonable for the Landlord to require as a pre-condition to its consent that the parties to any underlease enter into a deed of covenant with the Landlord (binding on the respective personal representatives successors and assigns of parties to the underlease) to keep confidential, so far as it is lawful to do so, the commercial terms (including the rent and any reviewed rent for the time being) of or connected with such underlease, such deed of covenant to be in a form which is satisfactory to the Landlord;

(g)

within fourteen days of every such alienation the Tenant shall give notice and full particulars of it in writing to the Landlord's solicitors together with a certified copy of each relevant deed or instrument and shall pay to the Landlord's solicitors their reasonable and properly incurred costs in connection with any such alienation.

4.22.3

In the case of any permitted underlease the Tenant further covenants and agrees:

(a)

to enforce at the Tenant’s own expense the performance and observance by every such undertenant of the covenants provisions and conditions of the underlease and not at any time (either expressly or by implication) to waive any breach of the same unless the Tenant has remedied the alleged breach;

(b)

not to agree any adjustment or revision to the rent with the undertenant without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed);

(c)

not to vary the terms of any permitted underlease without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed); and

(d)

to ensure that vacant possession of the underlet premises is quietly yielded up by the undertenant at the expiration or sooner determination of the permitted term of the underlease (and in any event on Termination of the Term) free from any claims or potential claims under the Landlord and Tenant Acts 1967 to 2010.

4.22.4

In clauses 4.22.2 (d) and (e) and in clause 4.22.3 the expression “underlease” shall include an underletting as well (in an appropriate case) as a sufferance of any person to occupy the Premises or any part of it as licensee or as concessionaire and the expression “undertenant” and “underlet premises” shall be construed accordingly.

4.22.5

PROVIDED ALWAYS and it is expressly agreed and declared that without prejudice to any other ground on which the Landlord may be entitled to withhold or refuse its consent the Landlord shall be entitled and it shall be deemed reasonable for the Landlord to refuse its consent to any alienation if:

(a)

the proposed assignee undertenant or other person as aforesaid intends to alter the user of the Premises or any part of it in a manner which would be prohibited under the provisions of this Lease relating to permitted user of the Premises or under any superior lease or other deed or document affecting the Premises or the Landlords title;

(b)

in the Landlord’s reasonable opinion there are at the date of the application for consent any material outstanding breaches of any of the covenants on the part of the Tenant or conditions contained in this Lease;

(c)

in the Landlord’s reasonable opinion the alienation would give rise to a termination of the Landlord’s Option to Tax PROVIDED ALWAYS THAT it shall not be reasonable for the Landlord to withhold such consent in circumstances where prior to any such proposed alienation the Tenant pays or procures the payment to the Landlord of:

(i)

an amount equal to the amount payable by the Landlord to the Revenue Commissioners under the VAT Act as a result of such proposed alienation referred to in this clause; and

(ii)

where the amount payable under sub-paragraph (i) above is or will be subject to tax in the hands of the Landlord such further sum as will leave the Landlord in the same financial position as if such amount had not been subject to tax.

(d)

where the proposed assignee or undertenant or other person as aforesaid enjoys diplomatic or state immunity.

4.22.6

To furnish to the Landlord or the assignee or undertenant as appropriate a capital good record in accordance with the provisions of Section 95 (9) or Section 64 (7) of the VAT Act at or prior to any permitted assignment or underlease.

4.22.7

The Tenant may without the consent of the Landlord share possession of the Premises or any part of it with any Group Company provided that: -

(a)

notice in writing is first given to the Landlord;

(b)

such sharing shall not create the relationship of landlord and tenant and the Tenant shall not permit or allow such Group Company to acquire any rights under Landlord and Tenant legislation and shall ensure that no tenancy is created or allowed to arise;

(c)

the covenants and obligations on the part of the tenant and the conditions in or arising under this Lease and compliance by the Tenant and the Guarantor with such covenants obligations and conditions are not prejudiced or affected in any way;

4.22.8

If at any time during the Term the provisions of Section 32(2) of the Local Government Reform Act 2014 apply to the Premises or any part of it to give to the rating authority the notice provided for in sub-section 32(2)(a) of that Act within the period specified in that sub-section (with a copy to the Landlord at the same time) and to comply with the provisions of Section 32 of the said Act.

4.23

Disclosure

4.23.1

of all persons in actual occupation or possession of the Premises and the basis upon which they are in such occupation or possession;

4.23.2

of all persons having an interest in the Premises (other than in the reversion to the Term); and

4.23.3

of the terms of all underleases, licences or concessions at any time affecting the Premises.

4.24

Re-letting Sign

4.25

Reversionary Interest

4.25.1

At all reasonable times during the Term and upon Due Notice to permit all persons authorised by the Landlord to view the Premises and the Roof Terrace in accordance with the applicable provisions of clause 4.9.5.

4.25.2

Not at any time to object to any sale notice on the exterior of the Building in relation to the reversionary interest of the Landlord or of any Superior Landlord and/or to any site notice relating to any application for planning permission being fixed and retained on any suitable part or parts of the exterior of the Building.

4.26

Preserve Easements

4.26.1

Not to block-up darken obstruct or obscure any doorway passage window light ventilator grating or opening forming part of the Building.

4.26.2

(So far as the Tenant is able) not to permit any new window light ventilator passage drainage or other encroachment or easement to be made into against or over the Building or any part of it AND in case any encroachment or easement whatsoever shall be attempted to be made or acquired by any other person

to give notice of same in writing to the Landlord as soon as practicable following the same coming to the Tenant's notice and at all times to afford to the Landlord such facilities and assistance as may enable the Landlord to prevent the acquisition of any right of light or other easement over the Building or any part of it. 

4.27

Indemnity

4.28

To Pay Landlord's Costs and Expenses

4.28.1

upon or incidental to every application made by the Tenant or any undertenant or occupier for a consent approval or licence required or made necessary under this Lease or the Head Lease whether the same be granted or refused or proffered subject to any lawful qualifications or conditions or whether or not the application is withdrawn;

4.28.2

in relation to or in contemplation of any notice under Section 14 of the Conveyancing Act 1881 and/or of any proceedings under that Act and/or under the Landlord and Tenant Law (Amendment) Act Ireland 1860 (whether or not any right of re-entry or forfeiture has been waived by the Landlord or the Tenant has been relieved under the provisions of either such Act);

4.28.3

of and incidental to the preparation and service of any notice or schedule relating to any breach non-performance or non-observance of the covenants or obligations on the part of the Tenant or conditions contained in or arising under this Lease whether as to repair and decoration of the Premises or otherwise and whether before or after Termination of the Term;

4.28.4

the recovery or attempted recovery by the Landlord of arrears of Basic Rent, Service Charge, Public Area Service Charge, Basement Service Charge, Museum or Cultural Facility Rent, Insurance Rent, additional rents or any other rents or sums due or payable to the Landlord under this Lease or in procuring the remedy of any breach of any covenant or obligation by or on the part of the Tenant or any undertenant or occupier;

4.28.5

in relation to any application made by the Landlord at the request of the Tenant and whether or not such application is accepted, refused or withdrawn (but this sub-clause will not apply to arrangements permitted under clause 4.22.8); and/or

4.28.6

(notwithstanding the generality of the foregoing) and which arise in connection with the enforcement of any of the covenants or obligations on the part of the Tenant or conditions contained in or arising under this Lease.

4.29

Safety Regulations and Safety File

4.29.1

To maintain keep and hand over to the Landlord all relevant information requested by the Landlord for updating any safety file for the Building (a “Landlord's Safety File”) in respect of any construction work as defined in the Safety Regulations including any fitting-out works carried out by or on behalf of the Tenant (or any undertenant or occupier where appropriate) to the Premises;

4.29.2

In respect of any construction work carried out or to be carried out by or on behalf of the Tenant (or any undertenant or occupier where appropriate) to the Premises and which obliges the Tenant to keep a safety file (the “Tenants Safety File”) to prepare the Tenant’s Safety File in compliance with the Safety Regulations and retain in it all relevant information in relation to such construction work and on practical completion of such construction work to hand a duplicate copy of the Tenant's Safety File to the Landlord or its authorised agent or nominee.

4.29.3

To maintain, keep and update as and when required the Tenant's Safety File and when requested to do so to make same available for inspection by and/or provide a duplicate of it to the Landlord or its authorised agent or nominee.

4.29.4

To supply the Landlord with all necessary information and updates relating to the Tenant's Safety File to enable the Landlord to update any copy of it maintained by the Landlord. 

4.29.5

On any permitted assignment of this Lease to hand over the Tenant's Safety File to the assignee and on Termination of the Term to hand over the original Tenant's Safety File to the Landlord or its authorised agent or nominee.

4.29.6

In the event that the Landlord makes available the Landlord's Safety File to the Tenant, to keep such file safely and return it as soon as possible or on request to the Landlord or its authorised agent or nominee.

4.29.7

To comply with the provisions of the Safety Regulations including the provisions for appointment of a Project Supervisor for the design stage or process and a Project Supervisor for the construction stage of any applicable works.

4.30

BER Certificate

4.30.1

Where the Tenant prepares obtains commissions or procures a BER Certificate in respect of the Premises to provide promptly to the Landlord a copy of that BER Certificate and any recommendation report and related information free of charge and (if not apparent from that copy) supply details to the Landlord of the reference number of that BER Certificate.

4.30.2

Not without the prior written consent of the Landlord to cause or permit a BER Certificate for the Premises or any Nearby Property to be invalidated or materially adversely affected.

4.30.3

To allow the Landlord to have access to all documentation data and information in the Tenant’s possession or control reasonably required to prepare any BER Certificate for the Premises or any Nearby Property;

4.30.4

To comply in respect of the Premises with any duty or obligation lawfully imposed under the EPB Regulations.

4.31

VAT

4.31.1

Where the Landlord has exercised the Landlord’s Option to Tax the rents payable under this Lease pursuant to section 97(1) of the VAT Act, the Tenant shall upon service or delivery of a proper VAT invoice pay to the Landlord an amount equal to any VAT properly chargeable on the rents and any other payments reserved or payable pursuant to this Lease or, if applicable, on the grant or surrender (or deemed surrender) of this Lease.

4.31.2

Fully and properly to maintain all documents and records necessary for the Landlord to be able to determine the VAT history of the Premises in accordance with the provisions of the VAT Act and to make available to the Landlord or any person authorised by the Landlord all such documents and records upon reasonable request made at any time during or within a reasonable period after Termination of the Term.

4.31.3

The Landlord hereby notifies and confirms to the Tenant that it is exercising the Landlord’s Option to Tax.

4.31.4

Where the Landlord has exercised Landlord’s Option to Tax, the Landlord may terminate the Landlord’s Option to Tax at any time, pursuant to section 97 of the VAT Act. Any termination of the Landlord’s Option to Tax shall be at the sole discretion of the Landlord.

4.31.5

Where the Landlord has terminated the Landlord’s Option to Tax, the Landlord may at any time during the Term exercise a Landlord’s Option to Tax by giving notice to the Tenant pursuant to Section 97 of the VAT Act. Where such notice is given, the provisions of clause 4.31.1 shall apply .

4.31.6

Where, during the Term, the Landlord’s Option to Tax is terminated pursuant to section 97(1)(d)(iii), (iv) or (v) of the VAT Act as a result of a breach by the Tenant of either clause 4.14 or 4.22, then the Tenant will reimburse, and indemnify the Landlord on a net of tax basis against the amount of any deductibility adjustment suffered by the Landlord.

4.32

Stamp Duty

4.33

Tenants Indemnity and Insurance 

4.33.1

To indemnify and keep the Landlord, the Basement Company and any Superior Landlord and any other person having any estate or interest in the Building or any part of it from time to time fully and effectually indemnified from and against all losses liabilities damages costs expenses actions claims and demands which may be suffered by or recovered or made or claimed against the Landlord, the Basement Company, any Superior Landlord or any such other person in respect of any death or injury to any person or the loss or damage of any property of any person arising from or in connection with:

(a)

the use or occupation of the Premises or the Roof Terrace or the use operation inspection repair or maintenance of any Tenant Plant or other items in on or used or operated in connection with or serving the Premises or the Roof Terrace;

(b)

the state of repair or condition of the Premises or the Roof Terrace;

(c)

the making by or on behalf of the Tenant or any undertenant or occupier of any alteration addition or improvement to the Premises or the state of repair or condition of any such alteration addition or improvement;

(d)

the exercise of the Granted Easements by the Tenant or any undertenant or occupier or any person authorised by the Tenant or any undertenant or occupier;

(e)

any work carried out or in the course of being carried out by or for the Tenant or any undertenant or occupier;

(f)

anything now or hereafter attached by the Tenant or any undertenant or occupier to or projecting from the Premises or any other cause whatsoever arising from or in connection with the Premises or the exercise of the Granted Easements for which the Tenant or any undertenant or occupier is or are responsible.

4.33.2

To insure and keep insured all tenant’s and trade fixtures and fittings in on and/or serving the Premises and all glass doors in the Premises in each case to the full reinstatement cost of same from time to time (such policy to contain an indemnity to the Landlord and if directed by the Landlord any other person having any estate or interest in the Premises from time to time) and to lay out all monies received in respect of such insurance in repairing and reinstating any broken or damaged fixtures and fittings and to make good any deficiency out of the Tenant’s own monies.

4.33.3

To effect and keep in force during the Term such public liability, employer’s liability and other policies of insurance in each case in an amount and on terms satisfactory to the Landlord acting reasonably (to the extent that such insurance cover is available) as may be necessary to cover the Tenant and any permitted undertenant or occupier against any claim arising under clause 4.33.1 and to extend such policies of insurance so that the Landlord, the Basement Company, any Superior Landlord and any person having any estate or interest in the Building or any part of it from time to time is indemnified by the insurers in the same manner as the Tenant and to procure that each such policy of insurance contains a provision that the policy shall not be cancelled without giving 30 days prior notice in writing to the Landlord.

4.33.4

To produce to the Landlord on request evidence that the policies of insurance provided for in this clause 4.33 and those relating to any insurance required under clauses 4.10.8 and/or 4.15.4 are valid and subsisting together with a copy of the relevant policies or proper evidence of all applicable terms and conditions excesses limitations and exclusions.

4.34

Refuse

4.35

No obstructions

4.36

Not to allow registration to lapse 

4.37

Covenants and provisions affecting the Landlord’s title

4.37.1

So far as they affect or relate to the Premises or the exercise of the Granted Easements to observe and perform the covenants and provisions affecting the title of the Landlord insofar as the same are subsisting and capable of being enforced against the Premises or the owner landlord tenant or occupier of it or against the person exercising or entitled to exercise the Granted Easements.

4.37.2

Without prejudice to the generality of clause 4.37.1, so far as they affect or relate to the Premises or the exercise of the Granted Easements to observe and perform the agreements covenants restrictions and stipulations contained or referred to in the Head Lease (other than the covenant to pay the yearly rent reserved by the Head Lease).

4.38

Regulations

4.38.1

To comply with the reasonable written rules and regulations consistent with this Lease made by the Landlord, any Superior Landlord and/or the Landlord’s Managing Agent from time to time in accordance with the principles of good estate management relating to management control use and conduct of the Building Common Areas and/or the management and security of the Building.

4.38.2

To comply with the reasonable written rules and regulations (whether notified to the Landlord and then to the Tenant or directly to the Tenant) made from time to time by the Public Areas Management Company in relation to the Public Areas and/or by the Basement Company in relation to the Basement.

4.39

Tenant Plant Area

4.39.1

Not to use the Tenant Plant Area for any purpose other than the operation inspection repair and maintenance of Tenant Plant the installation of which has first been approved in writing by the Landlord and which serves only the Premises.

4.39.2

Not to install any new or additional plant machinery equipment or apparatus or remove or replace any approved Tenant Plant that exists as of the Term Commencement Date in the Tenant Plant Area without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed) and provided also that any such new or replacement plant equipment machinery or apparatus shall not (unless otherwise expressly agreed in writing by the Landlord): -

(a)

have a material adverse effect on the operation or efficiency of any Conduits, Building Management Systems or Machinery;

(b)

render the Premises or any Nearby Property non-compliant with the Planning Acts (including Building Regulations) or any Act or give rise to any requirement for a new or revised fire safety certificate or disability access certificate in respect of the Premises or any Nearby Property;

(c)

result in any material increase in the level of services required to be provided by any Conduits, Building Management Systems or Machinery; or

(d)

increase to any material extent any noise vibration or emission levels above those originally specified and approved in connection with the Tenant Plant that exists on the Term Commencement Date.

4.39.3

Not in connection with the use of or access to the Tenant Plant Area to cause any damage to the Building or any part of it.

4.39.4

To perform and observe with respect to the Tenant Plant Area where appropriate those of the covenants on the part of the tenant and conditions contained in this Lease which apply to the Premises as if the same were set out in full in this clause 4.39.

4.40

Roof Terrace Repairs

5

LANDLORD’S COVENANTS

5.1

That so long as the Tenant pays the rents additional rents and other sums reserved or made payable under this Lease and observes and performs the covenants and obligations on the part of the Tenant and the conditions contained in or arising under this Lease the Tenant may hold and enjoy the Premises and the rights granted by this Lease peaceably during the Term without any interruption by the Landlord or any person lawfully claiming under or in trust for the Landlord.

5.2

Insurance

5.2.1

Subject to payment by the Tenant of the Insurance Rent and subject to the necessary cover against any particular Insured Risk being available in the reasonable opinion of the Landlord at reasonable rates and on reasonable terms in the market, at all times during the Term (unless such insurance shall be vitiated or avoided by any act, omission or default of or on the part of the Tenant or any undertenant or occupier of the Premises or the servants, agents, invitees or licensees of the Tenant or any such undertenant or occupier) to cause to be insured in such manner as the Landlord may from time to time reasonably determine:-

(a)

the Building (but excluding tenants or trade fixtures or fittings) for Loss or Damage against the Insured Risks;

(b)

loss of the Basic Rent, service charges and the Museum and Cultural Facility Rent payable under this Lease and the equivalent rents and service charges reserved in other leases of or otherwise applicable to other parts of the Building at the rates for the time being payable or prospectively payable for such period as the Landlord may from time to time deem necessary (but not exceeding four years) following Loss or Damage by any Insured Risks;

(c)

liabilities of the Landlord in respect of property owner’s, public and third party risks in such sum and on such terms as the Landlord reasonably require; and

(d)

such other insurances as the Landlord may in its reasonable discretion from time to time deem necessary to effect.

5.2.2

At the request of the Tenant (made not more than once in any calendar year) to produce to the Tenant reasonable evidence from its insurers of the terms of any policy or policies of such insurance.

5.2.3

As and when requested in writing from time to time by the Tenant, the Landlord shall endeavour to:

(a)

procure a waiver of subrogation rights (if any) against the Tenant in respect of the Premises if and so long as such a waiver is reasonably available and provided that any additional premia and costs properly incurred as a result shall first be discharged by the Tenant;

(b)

if and so long as reasonably available procure that the insurance policy or policies in respect of the Insured Risks contain a provision that the insurance shall not be invalidated by any change of occupancy or increase of risk taking place in or on the Premises without the knowledge of the Landlord provided that the Landlord shall upon the same coming to its knowledge give notice to the insurers (so long as such a provision is reasonably available and provided that the Tenant shall first discharge any additional premia and costs as may be required).

5.3

Suspension of Rent

5.4

Reinstatement and Determination

5.4.1

If during the Term any part of the Building is damaged or destroyed by any of the Insured Risks (and unless any policy of insurance has been vitiated or avoided or any insurance monies shall be irrecoverable in whole or in part by reason of any act, neglect, default or omission of or on the part of the Tenant or any undertenant or occupier or their respective servants, agents, invitees or licensees) then subject to:

(a)

the Landlord obtaining or procuring any necessary planning permissions, licenses, approvals and consents (which the Landlord shall use its reasonable endeavours to obtain or procure but without being obliged to defend or prosecute any appeals);

(b)

the necessary labour and materials being and remaining available (which the Landlord shall use its reasonable endeavours to obtain or procure); and

(c)

(if applicable) the payment by the Tenant to the Landlord of any money payable under clauses 4.11.2 and/or 4.12.3 of this Lease;

5.4.2

In the event of reinstatement or rebuilding under clause 5.4.1 being frustrated or proving impossible or if for any reason any such part of the Building so damaged or destroyed by any of the Insured Risks shall not be reinstated so as to render the Premises reasonably fit for occupation or use and reasonably accessible again within three (3) years (or such longer period that is actually covered by the Landlord’s loss of rent insurance) from the date of such damage or destruction the Landlord or (subject to the proviso to this clause) the Tenant may at any time thereafter by written notice given to the other party determine the Term (without payment of any fine or premium or any right to compensation as a result) with immediate effect and the Landlord will then be solely entitled to all insurance monies, but such determination shall be without prejudice to any claim by either party against the other in respect of any antecedent breach of the terms of this Lease provided however that the Tenant shall not be entitled to determine the Term in the event that any policy of insurance has been vitiated or avoided or any insurance monies being irrecoverable in whole or in part by reason solely or in part of any act neglect default or omission of or on the part of the Tenant or any undertenant or occupier or their respective servants agents invitees or licensees.

5.4.3

If the Building or any part of it is destroyed or damaged by any of the Insured Risks and reconstruction has not commenced due to any circumstance outside the Landlord’s reasonable control within two years of the date of such destruction or damage the Landlord shall be entitled, without limitation to any other provision of this Lease, in lieu of reinstating the Building or any part of it to give written notice to the Tenant stating that the Building will not be reconstructed or rebuilt. Within three (3) Months from the date of service by the Landlord of such notice, the Tenant shall forthwith surrender this Lease without any compensation being paid to the Tenant in respect of such early determination but without prejudice to any right of action or remedy of either party to this Lease in respect of any breach non observance or non performance of any of the covenants or conditions contained in this Lease prior to such termination.

5.4.4

Uninsured Risks

(a)

the Tenant shall immediately notify the Landlord in writing of such destruction or damage caused by an Uninsured Risk;

(b)

the provisions of clause 5.3 (suspension of rent) will apply as if the Premises had been damaged or destroyed by an Insured Risk and remained in that state throughout the period that is covered by the Landlord’s loss of rent insurance in those circumstances or (if it ends sooner) throughout

the period which ends on the date the Premises shall again be rendered reasonably fit for occupation or use and reasonably accessible, provided however that the provisions of clause 5.3 shall not so apply if any policy of insurance has been vitiated or avoided or any insurance monies are irrecoverable in whole or in part by reason of any act neglect default or omission of or on the part of the Tenant or any undertenant or occupier or their respective servants agents invitees or licensees; 

(c)

neither the Landlord or the Tenant will be under any obligation to repair decorate rebuild or reinstate the Premises or the Building or to contribute to the costs of doing so except (in the case of the Tenant) where the provisions of clause 5.4.5 apply or (in the case of the Landlord) in accordance with the provisions of this clause 5.4.4;

(d)

the Landlord may but is not obliged to serve a Reinstatement Election Notice on the Tenant;

(e)

if the Landlord does not serve a Reinstatement Election Notice on the Tenant during the Reinstatement Election Period the Tenant may within three (3) months following the end of the Reinstatement Election Period serve written notice on the Landlord ending this Lease but the Tenant may not serve such a notice if either (i) the Landlord has served a Reinstatement Election Notice following the end of the Reinstatement Election Period or (ii) any policy of insurance has been vitiated or avoided or any insurance monies are irrecoverable in whole or in part by reason of any act neglect default or omission of or on the part of the Tenant or any undertenant or occupier or their respective servants agents invitees or licensees;

(f)

if the Landlord elects in the Reinstatement Election Notice to rebuild and reinstate the Premises the provisions of clauses 5.4.1 to 5.4.3 inclusive and clause 5.4.6 will apply as they would have applied had there been damage or destruction by any of the Insured Risks;

(g)

time shall be of the essence in respect of any period specified for the service of any notice under this clause 5.4.4.

5.4.5

In the event that any policy of insurance has been vitiated or avoided or any insurance monies being irrecoverable in whole or in part by reason solely or in part of any act neglect default or omission of or on the part of the Tenant or any undertenant or occupier or their respective servants agents invitees or licensees, the Tenant shall and hereby covenants to indemnify and keep fully and effectually indemnified the Landlord from and against any actions, proceedings, liabilities, claims, damages, costs, expenses or losses arising from any such act, neglect, default or omission (or a fair proportion of same where such irrecoverability is also caused by others (that is other than the Tenant or any undertenant or occupier or their respective servants agents invitees and licensees).

5.4.6

For the avoidance of doubt it is expressly acknowledged and agreed that the Landlord shall not be responsible or liable to the Tenant for any default or delay in the execution or completion of any works or services provided for in this clause 5.4 which arises from or in connection with any event or circumstance which is outside the Landlord’s reasonable control including war, revolution, terrorist act, explosion, lightning, civil commotion, extreme weather, flood, hurricane, storm or other actions of the elements, Acts of God or public enemy, restriction order or restraint of any governmental authority whether state or local or any Court, act of any civil or military authority, fire, accident, strike, lock-out or other industrial action or trade dispute of whatever nature, delay or default of or on the part of suppliers or contractors or any other cause or circumstance beyond the reasonable control of the Landlord but the Landlord will use reasonable endeavours to minimise so far as reasonably practicable any such delay.

5.5

Services

5.5.1

the Landlord shall be entitled to employ (at reasonably competitive rates) agents, managers and contractors (including independent contractors) or such other persons as the Landlord may from time to time reasonably think fit and (on reasonably competitive terms) to buy, hire, rent or acquire on hire purchase or by way of lease any plant, equipment, machinery, systems or any items required for or in

connection with the Building Services and the costs, fees, charges, expenses and outgoings paid or incurred as a result shall be included in the Expenditure; 

5.5.2

the Landlord shall not be responsible for any temporary delay or omission in carrying out or providing the Building Services;

5.5.3

the Landlord shall be entitled to cease or temporarily withdraw or procure the cessation or temporary withdrawal of the provision of or add to or procure the addition of any item of Building Services or any matter or thing referred to in Part 2 of Schedule 3 if the Landlord at its absolute discretion deems it desirable or expedient so to do in the interests of good estate management;

5.5.4

the Landlord shall not be responsible for any failure or delay in carrying out or providing any of the Building Services unless and until it has received written notice of such failure or delay from the Tenant (and then only subject to the provisions of this Lease) and if the Landlord shall then fail or continue to delay in carrying out or providing any of the Services or procuring same then, subject to the provisions of this Lease, the Tenant’s sole remedy shall be an action to compel the same to be carried out and provided in accordance with the obligations of the Landlord under this Lease;

5.5.5

the Landlord shall not be responsible for any failure or delay on the part of the Basement Company or the Public Areas Management Company in carrying out or providing any of the Basement Services or as the case may be the Public Area Services but the Landlord will take such steps as are reasonable to procure that such of the Basement Services and Public Area Services as are necessary for the permitted use and enjoyment of the Premises are provided (but on the basis that the reasonable costs fees charges expenses and outgoings properly incurred as a result shall be included in the Expenditure).

5.6

Head Lease

(a)

to perform and observe or procure performance or observance of the covenants on the part of the lessee and conditions contained in the Head Lease; and

(b)

to procure that the Superior Landlord the Basement Company and the Public Areas Management Company perform and observe their respective covenants contained in the Head Lease (unless this would involve litigation or arbitration and the Landlord’s legal advice is that such litigation or arbitration is more likely than not to be unsuccessful)

6

PROVISOS

6.1

Forfeiture

6.1.1

the rents or additional rents under this Lease shall be unpaid in whole or in part for twenty one (21) days after any of the days appointed or provided in this Lease for payment; or

6.1.2

if any of the covenants or obligations on the part of the tenant or conditions contained in or arising under this Lease shall not be observed or performed the Tenant having first being given reasonable written notice (as reasonably determined by the Landlord) requiring compliance; or

6.1.3

the Tenant or any Guarantor (either or both being an individual or firm or if more than one individual or firm then any one of them) commits an act of bankruptcy for the purposes of Section 7 of the Bankruptcy Act 1988 or shall become bankrupt or has a bankruptcy petition presented against him or it (in each case whether in Ireland or elsewhere) or is insolvent within the meaning of the Personal Insolvency Act 2012 or suffers any distress or execution to be levied on the Premises or compounds or arranges with his or its creditors or shall have a receiving order made against him or it; or

6.1.4

the Tenant or any Guarantor (either or both being a body corporate, or if more than one body corporate then any one of them) shall compound or arrange with creditors or go into liquidation either compulsorily or voluntarily or has a winding-up petition presented against it or passes a winding-up resolution (other

than in connection with a members voluntary winding up for the purposes of a solvent amalgamation or reconstruction or resolves to present its own winding-up petition or is wound-up (whether in Ireland or elsewhere) or a provisional liquidator is appointed or a receiver or statutory receiver or receiver and manager or administrator is appointed in respect of the Premises or any part of it or any of the assets or undertaking of the Tenant or such Guarantor; or 

6.1.5

the Tenant or any Guarantor (either or both being a body corporate, or if more than one of them) permit or suffer to be appointed any examiner or interim examiner or administrator; or

6.1.6

the Tenant or any Guarantor shall be unable or admits its inability to pay its debts as they fall due; or

6.1.7

the Tenant or any Guarantor (either or both being a body corporate) shall be struck off the register in the Companies Registration Office or is dissolved and is not re-instated within 30 days; or

6.1.8

the Tenant or any Guarantor (either or both being an individual) dies or becomes incapable of managing his affairs;

6.2

[Clause not used.]

6.3

Waiver of Right to Surrender

6.4

Service of Notices/Proceedings

6.4.1

In addition to any other prescribed mode of service any notice requiring to be served under this Lease on the Tenant shall be validly served if where left addressed or sent by post to the Tenant (or if there shall be more than one of them to any one or more of them) at the Premises or if a company at the registered office of the Tenant.

6.4.2

For so long as the Tenant is Hubspot Ireland Limited any notice served on the Tenant under clause 6.4.1 shall also be copied by email to the following email address(es) (but any failure or omission to do so shall not prejudice or invalidate the notice served on the Tenant).

6.4.3

Any notice required to be served on the Landlord shall be served at or posted to the address of the Landlord specified in this Lease or such other address as the Landlord may from time to time notify to the Tenant marked for the attention of the Company Secretary (if the Landlord is a company)

6.4.4

In addition to any other prescribed mode of service any notice requiring to be served under this Lease shall be validly served in the case of the Guarantor where left addressed or sent by post to the Guarantor (or if there shall be more than one of them to any one or more of them) to the registered office in Ireland of the Guarantor or in the case of an individual the last known address in Ireland of the Guarantor or such other address in Ireland as is specified in a notice given by the Guarantor to the Landlord but where the Guarantor does not have a registered office or address in Ireland or does not specify an address in Ireland as set out above any such notice may be served on the Tenant in accordance with clause 6.4.2 and this will be deemed valid service on the Guarantor.

6.4.5

For so long as the Guarantor is Hubspot Inc. any notice served on the Guarantor or the Tenant under clause 6.4.4 shall also be copied by email to the following email address(es) (but any failure or omission to do so shall not prejudice or invalidate the notice served on the Guarantor or the Tenant).

6.4.6

Unless it is returned through the post office undelivered, a notice sent by post is to be treated as served on the second Working Day after posting whenever and whether or not it is received.

6.4.7

If the receiving party consists of more than one person, than a notice to one of them is a notice to all. 

6.5

Appointment of the Surveyor

6.5.1

Where this Lease provides for the determination of any matter by the Surveyor then he shall be nominated by agreement between the Landlord and the Tenant as soon as is reasonably practicable or in default of agreement shall be appointed on the written application of either party by the President for the time being of the Society of Chartered Surveyors Ireland.

6.5.2

If the Surveyor shall fail or refuse to accept his appointment or shall fail to give notice in writing of his decision within four months of his appointment or shall die or otherwise become incapable of acting or if it shall become apparent that for any reason he will be unable to complete his duties the Landlord or the Tenant if they fail to agree on a substitute appointment within four weeks of attempting so to do may apply to the President for the time being of the Society of Chartered Surveyors Ireland for such a substitute to be appointed AND such procedure may be repeated as many times as necessary (but subject in the case of any arbitrator to the provisions of the Arbitration Act).

6.5.3

If the President for the time being of the Society of Chartered Surveyors Ireland shall for any reason not be available or be unable to make such appointment at the time of application the appointment may be made by his duly appointed deputy or the Vice President or the next senior officer of the said Society then available and willing to make such appointment and if no such person shall be available and willing to make such appointment then the appointment will be made by the President for the time being of the Law Society of Ireland.

6.5.4

Either party shall be at liberty to pay the entire of the fees and expenses of the Surveyor in which event the party so paying shall be entitled to be reimbursed by and to recover from the other on demand the proportion so paid on behalf of the other.

6.6

Easements

6.7

Power to Deal with Nearby Property

6.8

No warranty as to the User

6.9

Exclusion of Landlord Liability

6.10

Control and variation of Retained Parts

6.11

Landlord’s Regulations

6.12

No right to enforce covenants

6.13

No Representations

6.14

Consents, Agreements etc. of Landlord

6.15

No Continuing Liability

6.16

Severance

6.17

No Set-Off 

6.18

No Waiver

7

TENANT’S BREAK OPTION

7.1

Notwithstanding the length of the Term, the Tenant may terminate this Lease on the Break Option Date subject to the conditions in clause 7.2 being satisfied on that date by giving the Landlord not less than twelve (12) Months notice in writing (and time shall be of the essence in regard to such written notice) prior to the Break Option Date (the “Option Notice”) and subject also to receipt by the Landlord from the Tenant on or before the service of the Option Notice of the clear sum equal to six (6) Months Basic Rent then payable under this Lease together with any VAT payable in respect of that sum. If an Option Notice is duly given in accordance with the provisions of this clause 7 this Lease will determine on the applicable date for termination but without prejudice to the remedies of either party against the other in respect of any antecedent breach of any of the covenants obligations or conditions contained in or arising under this Lease.

7.2

The Tenant shall prior to or on the applicable date for termination of this Lease ensure that the following conditions are complied with, namely that:

(a)

all Basic Rent, Service Charge, Basement Service Charge, Public Area Service Charge, Museum or Cultural Facility Rent, Insurance Rent and any and all other rents payments and outgoings due or payable under this Lease up to and including the relevant Break Option Date have been paid in full to the Landlord or as the Landlord may direct provided however that, except for Basic Rent and any sums that have already been invoiced or demanded in writing, the Landlord will (if requested in writing to do so) provide a statement of all payments required as aforesaid in order for the Tenant to comply with this paragraph (a) (but any error or omission in any such statement shall not otherwise prejudice or affect the Landlord’s right to recover the correct or omitted sums); and

(b)

vacant possession of the whole of the Premises is given to the Landlord free from encumbrances and free from any claims or potential claims under the Landlord and Tenant Acts 1967 to 2010 or otherwise (and so that the provisions of clause 4.8.4 shall apply to “vacant possession”); and

(c)

(i)

the original of this Lease or if the original of this Lease has been lost or destroyed a statutory declaration satisfactory to the Landlord (acting reasonably) confirming this and the relevant circumstances and confirming that the original of the Lease has not been pledged or lodged with any person by way of security and is not subject to any lien, claim or encumbrance of any kind;

(ii)

if applicable, a duly executed release of any mortgage, charge or encumbrance over this Lease or affecting the lessees interest in the Premises;

(iii)

if applicable, evidence satisfactory to the Landlord of the valid termination of any sub-lease, licence, concession or any other interest in or affecting the Premises or any part of it; and

(iv)

if requested by the Landlord at least one month prior to the Termination of the Term, a duly executed assignment or surrender in favour of the Landlord or as the Landlord may direct together with all documents and declarations reasonably required in connection with the same or the registration of the same

7.3

Where the Tenant exercises its right of termination pursuant to this clause 7 and the Tenant is a capital goods owner for VAT purposes and any such capital goods (as defined in the VAT Act) remain within the Premises, the Landlord hereby undertakes to be responsible for all obligations under Chapter 2 of Part 8 of the VAT Act in respect of such capital goods from the date this Lease is terminated. The Tenant shall promptly provide to the Landlord copies of Capital Goods Records (as defined in Section 64(12) of the VAT Act) as required in respect of the capital goods transferred. 

7.4

Notwithstanding service of an Option Notice in accordance with this clause 7, the Tenant covenants to fully perform observe and comply with the covenants and obligations on the part of the Tenant and conditions contained in or arising under this Lease up to and including the Break Option Date.

8

GOVERNING LAW AND JURISDICTION

8.1

This Lease shall be governed by and construed according to the laws of Ireland applicable to contracts made wholly to be performed in Ireland.

8.2

For the benefit of the Landlord, the Tenant and Guarantor irrevocably acknowledge and agree that the Courts of Dublin, Ireland are to have jurisdiction to settle any dispute which may arise out of or in connection with this Lease and the Tenant and the Guarantor hereby submit to such jurisdiction.

8.3

Nothing contained in this clause shall limit the right of the Landlord to take proceedings against the Tenant and/or the Guarantor in any other Court of competent jurisdiction nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

9

GUARANTOR COVENANTS

10

CERTIFICATES

1.

the internal face of any curtain walling and the internal surfaces and finishes of all structural or load bearing walls and columns in or which enclose or bound the said part or part(s) of the Building but not any other part of such walls and columns

2.

the entirety of all non-structural or non-load bearing walls and columns in the said part(s) of the Building

3.

the inner half severed medially of the internal non-load bearing walls (if any) that divide the same from other parts of the Building

4.

all floor finishes of the said part(s) of the Building save that the lower limit of the Premises shall not extend to anything below the floor finishes except that raised floors and the cavity below them shall be included

5.

all ceiling finishes of the said part(s) of the Building, including all suspended ceilings (if any) and light fixtures and fittings save that the upper limit of the Premises shall not extend to anything above the ceiling finishes except that the cavity above any suspended ceilings shall be included

6.

all doors door furniture and door frames and all windows, window furniture and window frames

7.

all balconies and terraces within the said part(s) of the Building including the external surfaces and finishes of all load bearing and structural walls and columns therein or enclosing same (but not any other part or such walls or columns) and any non-structural or non-load bearing walls and columns and structures therein and the outer half severed medially of all external non-load bearing walls and structures that divide the same from other parts of the Building and the floor finishes thereof and all planters, beds, pots and all landscaping and plants and ironmongery therein;

8.

all sanitary and hot and cold water apparatus and equipment and the radiators (if any) in the said part(s) of the Building and all fire fighting equipment and hoses in and exclusively serving the said part(s) of the Building

9.

all landlord’s fixtures and fittings in or forming part of the said part(s) of the Building which shall include all mechanical and electrical plant equipment machinery and installations (including any part of the air conditioning systems) in and exclusively serving the said part(s) of the Building (but not, for this purpose Tenant Plant)

10.

all Conduits in and exclusively serving the same

11.

all additions alterations and improvements to the said part(s) of the Building (excluding for this purpose tenants or trade fixtures and fittings)

1.

Passage of Utilities

(a)

connect to and to use (subject to temporary interruption for repair, maintenance, inspection, alteration, renewal or replacement) for the passage of Utilities to or from the Premises, the Roof Terrace and/or the Tenant Plant Area of all Conduits which are in other parts of the Building and (but only to the extent if any that the Landlord can grant the same) the Nearby Property and which now serve the Premises, the Roof Terrace and/or the Tenant Plant Area or which may be constructed or installed in the future and are intended to serve the Premises, the Roof Terrace and/or the Tenant Plant Area.

(b)

install new Conduits in other parts of the Building (but not in or through any other Lettable Premises) and to the extent if any the Landlord can grant the same the Nearby Property provided that this right shall only be exercisable if (and then only to the extent) it is necessary to do so for the passage of Utilities to or from the Premises, the Roof Terrace and/or the Tenant Plant Area; and

(c)

repair cleanse maintain and renew any Conduits which exclusively serve the Premises, the Roof Terrace and/or the Tenant Plant Area

2.

Support

3.

Building Common Areas

4.

Public Areas

(d)

with or without vehicles over all the roads now or at any time within the Perpetuity Period (as that term is defined in the Head Lease) forming part of the Public Areas; and

(e)

by foot over all the walkways, malls, squares and other pedestrian areas now or at any time within the Perpetuity Period (as that term is defined in the Head Lease) forming part of the Public Areas, subject to the right of the Authority or the Superior Landlord to alter or vary such rights but subject to the proviso in the Head Lease that at all times there shall be vehicular and pedestrian access for all purposes to the Building.

5.

Roof Terrace 

6.

Car Spaces

7.

Equipment On Roof

8.

Emergency Escape

9.

Such further rights and easements as are granted to the Landlord pursuant to the Head Lease.

1.

Free Passage

2.

Right to Enter on Premises

2.1.

view the state and condition of the Premises, the Roof Terrace or any Nearby Property;

2.2.

inspect, cleanse, construct, maintain, repair, connect into, remove, lay, renew, relay, install, replace with others, alter or execute any works whatever to or in connection with any Conduits or Utilities and/or any services, systems, plant, machinery or apparatus in or serving any Nearby Property;

2.3.

execute inspections, repairs, maintenance, decorations, alterations, additions and/or any works and/or to make installations to or on or over the Premises and/or the Roof Terrace and/or any Nearby Property and/or to do anything whatsoever which the Landlord and/or any Superior Landlord may or must do under this Lease or under the Head Lease or any deed or document relating to the Premises or any Nearby Property in each case which cannot reasonably and conveniently be executed made or done without entry upon the Premises;

2.4.

carry out any measurement, survey or valuation of the Premises or any other part of the Building;

2.5.

prepare any schedule of fixtures and fittings in or about the Premises or any other part of the Building;

2.6.

gain access to or egress from any plant room, duct room, Conduit, plant, machinery, systems or equipment forming part of or accessed from the Premises or the Roof Terrace;

2.7.

carry out or provide any of the Building Services; or

2.8.

see that no unauthorised erections additions or alterations have been or are being made and that any authorised erections additions and alterations are being carried out in accordance with any consent given under and otherwise in accordance with this Lease;

3.

Rights of Entry under this Lease

4.

Easements and Rights

5.

The full and free right and liberty at any time to raise the height of, alter, add to, extend and/or (by way of improvement, renovation, refurbishment or otherwise) redevelop and/or to modify or reduce (by way of disposal or otherwise of the entire or part) any Nearby Property (including building into any dividing, boundary or party walls or structures of or bounding the Premises) and/or to demolish, build, rebuild, alter or develop any building or structure on any Nearby Property or use the same in any manner notwithstanding that any of the foregoing may affect or interfere with or diminish the light or air coming to the Premises (but not so as to materially interfere with access to or egress from the Premises save for temporary interference which cannot reasonably be avoided) together with the right to vary or permit the variation of the present or the future scheme, layout, plan, tenant mix or use of any Nearby Property (but not so as to materially interfere with access to or egress from the Premises

save for temporary interference which cannot reasonably be avoided) AND SO THAT the Landlord or the person exercising any such right shall use reasonable endeavours to cause as little inconvenience as reasonably practicable to the Premises and shall make good without undue delay any physical damage caused to the Premises as a result but without being responsible for any temporary inconvenience, loss or damage. 

6.

Scaffolding

7.

Fire Escapes

8.

Air Space

9.

Mines and Minerals

10.

Name

11.

Regulations

12.

Head Lease

(a)

“Review Date”, each Review Date and “Relevant Review Date” shall be construed to refer to the relevant Review Date as of which the Basic Rent is to be or is being reviewed.

(b)

“Open Market Rent”, the gross full open market rent without any deduction whatsoever at which the Premises might reasonably be expected to be let as a whole on the open market with vacant possession at the Relevant Review Date by a willing landlord to a willing tenant (and the expression willing tenant shall for the avoidance of doubt include the Tenant) and without any fine or premium or any other consideration for the grant of such letting for a term equal to the residue of the term of this Lease remaining unexpired at the Relevant Review Date and otherwise on the same terms and conditions and subject to the same covenants and provisions as are contained in this Lease (other than the amount of the Basic Rent but including these provisions for the review of rent);

(i)

that no work has been carried out to the Premises by the Tenant any undertenant or their respective predecessors in title during the Term which has diminished the rental value of the Premises;

(ii)

that if the Premises or any other part of the Building has been destroyed or damaged, it has been fully rebuilt and reinstated;

(iii)

that the Premises and the Building are in a good state of repair and decorative condition;

(iv)

that all the covenants and conditions contained in this Lease shall have been fully performed and observed;

(v)

that the lease of the Premises includes the exclusive right to park motor vehicles in fourteen (14) designated car parking spaces in the Car Park and the exclusive right to use the Roof Terrace;

(vi)

that without prejudice to the provisions of Schedule 1 the Premises are ready and available for immediate occupation and use by the Tenant;

(vii)

that the Nett Lettable Floor Area of the Premises is 27,500 square feet; and

(viii)

that the Premises includes the Developer Specification Items and that these are of the standard and specification set out in Schedule 6;

(i)

any effect on rent of the fact that the Tenant, any permitted undertenant or their respective predecessors in title have been in occupation of the Premises or any part of it;

(ii)

any goodwill attaching to the Premises by reason of the business then carried on at the Premises by the Tenant, any permitted undertenant or their respective predecessors in title; and

(iii)

any effect on the rental value of the Premises attributable to the existence at the Relevant Review Date of any works executed by or on behalf of and at the expense of the Tenant (or any party lawfully occupying the Premises under the Tenant) in or to the Premises otherwise than in pursuance of an obligation under this Lease or any agreement relating to this Lease and for the purposes of this sub-clause (iii) the expression “the Tenant” shall extend to and include the Tenant and any predecessor in title of the Tenant and any party lawfully occupying the Premises or any part of it under the Tenant.

(c)

“Rent Review Notice”, a notice in writing given by the Landlord or the Tenant under clause 2 of this Schedule.

(d)

the “Surveyor”, a chartered surveyor (who has at least 10 years’ experience in the valuation and/or leasing of commercial property in Dublin) appointed from time to time to determine the Open Market Rent pursuant to the provisions of this Schedule and whose decision shall be final and conclusive.

(e)

the “President”, the President for the time being of the Society of Chartered Surveyors Ireland and includes the duly appointed Deputy or Vice-President of the President or any person authorised by the President to make appointments on his behalf. 

2.

Rent Review

3.

Agreement or determination of the Reviewed Rent

4.

Appointment of Surveyor

5.

Functions of the Surveyor

(a)

at the option of the Landlord act either as an arbitrator in accordance with the Arbitration Act or as an expert;

(b)

within sixty (60) working days of his appointment, or within such extended period as the Landlord and the Tenant shall jointly agree in writing, give to each of them written notice of the amount of the Open Market Rent as determined by him.

6.

Fees of Surveyor

7.

Appointment of new Surveyor

8.

Interim payments pending determination 

9.

Memoranda of Reviewed Rent

1.

In this Schedule:-

1.1.

“Accountant” means any person or firm appointed by the Landlord or the Landlord’s Managing Agent from time to time (including an employee of the Landlord or the Landlord’s Managing Agent) to perform the function of an accountant in relation to the Expenditure

1.2.

“Expenditure” includes:

(a)

the aggregate of all costs, fees, charges, expenses and outgoings of any kind paid or incurred in connection with the performance of the Landlord’s obligations under or otherwise referred to in clauses 5.5 and 5.6 of the within Lease and/or Part 2 of this Schedule and/or in connection with the carrying out or provision of the Building Services (whether or not the Landlord is obliged by this Lease to incur carry out or provide the same)

(b)

such sums as the Landlord shall in its discretion consider desirable to set aside from time to time for the purpose of providing for periodically recurring items of expenditure whether recurring at regular or irregular intervals

(c)

such provision for anticipated expenditure in respect of any of the Building Services or any of the items referred to in clauses 5.5 and/or 5.6 of the within Lease and/or or Part 2 of this Schedule as the Landlord shall in its discretion consider reasonable from time to time and

(d)

VAT on any of the foregoing except to the extent recoverable by the Landlord

1.3.

“Financial Year” means the period from and including 1 April in one year to and including 31 March in the immediately succeeding year or such other period as the Landlord shall determine from time to time

1.4.

“Interim Sum” means a yearly sum assessed by the Landlord on account of the Service Charge for each Financial Year based on the Landlord’s estimate of the Service Charge payable by the Tenant in respect of that Financial Year subject to any adjustments which may be made in accordance with the provisions of this Schedule

1.5.

“Service Charge” means the proportion of the Expenditure attributable to the Premises determined in accordance with the provisions of this Schedule

1.6.

“Service Charge Certificate” has the meaning assigned to that term in paragraph 8 of this Part of this Schedule.

2.

Subject to the provisions of this Lease, the Service Charge payable by the Tenant for any Financial Year shall be calculated as the Due Proportion of the Expenditure but if at any time such calculation is in the reasonable opinion of the Landlord inappropriate having regard to any variation reduction or addition to or extension of the Building or any Nearby Property or the nature of any Expenditure incurred or the parts of the Building and/or any Nearby Property which benefit from the Expenditure or any of it or calculations arising from information provided by any building management system or otherwise the Landlord shall be at liberty in its reasonable discretion to adopt such other method of calculation as the Landlord acting in the interests of good estate management considers to be fair and appropriate in the circumstances (including where any Building Services have been carried out or provided outside Business Hours at the request of the Tenant).

3.

The Tenant shall pay to the Landlord the Interim Sum without deduction abatement set off or counterclaim by equal quarterly instalments in advance on the Gale Days (subject to adjustment if the estimated Expenditure is revised by the Landlord during any Financial Year in accordance with the provisions of this Schedule).

4.

The first instalment of the Interim Sum (being a proportionate part in respect of the period from the Service Charge Commencement Date to the next Gale Day) shall be paid on the Service Charge Commencement Date.

5.

If the Landlord has not served written notice of the Interim Sum for any Financial Year before any quarterly instalments of the Interim Sum become due or payable the Tenant shall within twenty one (21) days of the service of such notice pay to the Landlord an amount equal to the difference between instalments of the Interim Sum due or payable on the date of service of such notice and the amount paid by the Tenant on account of the Interim Sum pursuant to paragraph 3 of this Part of this Schedule.

6.

If at any time or times during any Financial Year the Landlord revises its estimate of the likely Service Charge payable by the Tenant for that Financial Year for any reason (including any expenditure or costs arising from requests by the Tenant for the provision of any Building Services outside Business Hours) the Landlord may in its

discretion adjust the amount of the Interim Sum and of the instalments of it payable by the Tenant during that Financial Year to reflect such revised estimate and such adjustments to the amount of the instalments may include increases in order to make good shortfalls in earlier instalments which were calculated on the basis of a lower estimate of the likely Service Charge for the Financial Year in question. To the extent the Landlord does not adjust the Interim Sum during the particular Financial Year as set out above, it may subsequently adjust the Service Charge and any balance of it payable by the Tenant for that Financial Year accordingly. 

7.

If, based on a Service Charge Certificate, the Service Charge for any Financial Year exceeds the Interim Sum for that Financial Year the Tenant shall within twenty one (21) days after the date of service of the Service Charge Certificate pay to the Landlord or as it shall direct a sum equal to the amount by which the Service Charge exceeds the Interim Sum. Any such excess (together with Interest on such excess if not paid within the said twenty one (21) day period) shall be a debt due from the Tenant to the Landlord notwithstanding that Termination of the Term may have occurred before the service by or on behalf of the Landlord of the relevant Service Charge Certificate.

8.

The Landlord shall as soon as convenient but in any event within 6 months after the end of each Financial Year prepare an account showing the Expenditure for that Financial Year containing a fair summary of the various items comprising the Expenditure (“Service Charge Certificate”). Upon such Service Charge Certificate being signed by the Landlord’s Managing Agent or the Accountant (a copy of which shall be supplied to the Tenant) the same shall be conclusive evidence for the purpose of this Lease of all matters of fact referred to in the Service Charge Certificate save for manifest error.

9.

Any omission by the Landlord to include in any Financial Year a sum expended or a liability incurred in that Financial Year shall not preclude the Landlord from including such sum or the amount of such liability in any subsequent Financial Year as the Landlord shall reasonably determine. If the Landlord shall undercharge the Tenant in any Financial Year due to an error in the calculation of the Service Charge then the Landlord may include the amount of such undercharge in any subsequent Financial Year as the Landlord shall reasonably determine.

10.

If at any time during the Term the Nett Lettable Floor of the Lettable Premises shall change or other circumstance shall arise making the calculation of the Service Charge or the proportion of the Expenditure payable by the Tenant (whether or not relating to individual items of Expenditure) unreasonable or inequitable the Landlord shall be entitled to alter the proportion of the Expenditure attributable to the Premises to such other proportion which in the reasonable opinion of the Landlord is fair and appropriate in the circumstances.

11.

The Service Charge, including the Interim Sum shall be deemed to accrue on a day-to-day basis in order to ascertain the yearly rates that apply and for the purposes of apportionment in relation to any period other than a Financial Year. The provisions of this Schedule shall continue to apply notwithstanding the Termination of the Term but only in respect of the period down to Termination of the Term such that the Service Charge for that Financial Year will be apportioned for the said period on a daily basis.

12.

If in any Financial Year the Service Charge is less than the Interim Sum for that Financial Year a sum equal to the amount by which the Interim Sum exceeds the Service Charge shall be accumulated by the Landlord and shall be applied in or towards the Service Charge for the next following Financial Year or Financial Years except for the Financial Year expiring on or after the Termination of the Term when the sum shall be refunded to the Tenant without unreasonable delay following Termination of the Term.

13.

Subject to paragraph 14 of this part of this Schedule, the Landlord may in its absolute discretion from time to time restrict the carrying out or provision of any or all of the Building Services to the Business Hours.

14.

The Tenant may use and occupy the Premises and have access to the Premises outside of the Business Hours (including 24 hours a day 365 days a year) on the following terms and conditions:

14.1.

The Tenant shall comply with any reasonable requirements as to the use and occupation of the Premises outside Business Hours and the means of access to it.

14.2.

Except to the extent already included at the Landlord’s absolute discretion in the Expenditure for the purposes of the calculation of the Tenant’s liability to Service Charge, the Tenant shall pay to the Landlord within twenty one (21) days of invoice or written demand all costs reasonable fees charges expenses and outgoings properly incurred in connection with any Building Services and any other services or facilities (including the provision of any staff and security) arising from the use or occupation of the Premises, access to it and/or the use of any other part of the Building by the Tenant outside the Business Hours or a fair proportion of such costs, fees, charges, expenses and outgoings as determined by the Landlord if more than one tenant or occupier of the Building is availing of such Building Services or other services or facilities.

14.3.

The Landlord shall not be obliged to provide any Building Services or other services or facilities if the Landlord shall at any time in its absolute discretion consider it impractical to do so and for the avoidance of doubt the Landlord shall not be obliged to provide a manned reception area or fixed security. 

14.4.

Subject to the provisions of this Lease (including the other provisions of this clause 14) the Landlord will use its reasonable endeavours to operate the Building Management Systems so far as necessary and if so required by the Tenant in order that the Tenant’s plant and equipment for lighting heating and air conditioning of the Premises can continue to operate outside Business Hours.

15.

Every notice certificate calculation determination or assessment made or given by or on behalf of the Landlord referred to in this Schedule shall (save where a manifest error appears) be conclusive and binding upon the Tenant.

16.

The following costs shall be excluded from the Expenditure for the purposes of the Service Charge payable by the Tenant: -

(a)

any costs (including without limitation solicitors’, surveyors’ and agents’ fees) relating to the collection and review of rack rents and letting of any other parts of the Building or Nearby Property and any costs or expenses relating to the enforcement of covenants for the payment of rack rents and /or in any proceedings for the recovery of rack rents against any occupier of the Building or Nearby Property;

(b)

any costs or expenses which are incurred as a direct result of a breach by any tenant of Lettable Premises in the Building of a covenant in its lease with the Landlord;

(c)

any costs or expenses incurred in or relating to the period prior to the Term Commencement Date;

(d)

any costs arising out of the wilful misconduct of the Landlord, its servants or agents;

(e)

any costs and expenses relating to the making good of any damage caused by any Insured Risk if and to the extent the Landlord has recovered the cost of the damage under any policy of insurance in respect of the Building;

(f)

any costs and expenses relating to the making good of any damage caused by any Uninsured Risks where the provisions of clause 5.4.4 of this Lease apply but this exclusion shall not apply if and to the extent that any policy of insurance have been vitiated or avoided or any insurance monies are irrecoverable in whole or in part by reason solely or in part of any act neglect default or omission of or on the part of the Tenant or any undertenant or occupier or their respective servants agents invitees or licensees.

(g)

any costs incurred by the Landlord in connection with unlet and/or unoccupied Lettable Premises;

(h)

any capital costs incurred prior to the Term Commencement Date whether as part of the initial construction and equipping of the Building (excluding the Premises) or the refurbishment prior to the Term Commencement Date of the Building (excluding the Premises).

17.

For the avoidance of doubt any capital costs incurred in connection with the Landlord’s Works specified in the Agreement for Lease shall be excluded from the Expenditure for the purposes of the Service Charge payable by the Tenant provided however that the Landlord may recover any such costs from the Sinking Fund (referred to in paragraph 21 below) which is in place as of or prior to the Term Commencement Date.

18.

The Landlord will use its reasonable endeavours to ensure that the fees from time to time of any managing agent engaged by the Landlord or any Superior Landlord shall be reasonable and competitive.

19.

In no event shall the Service Charge payable by the Tenant be increased or altered by reason that at any relevant time any Lettable Premises may be vacant or be occupied by the Landlord in its capacity as Landlord (but this exclusion shall not apply to any Management Accommodation) or that any tenant or other occupier of another part of the Building defaults in payment of its due proportion of the Expenditure.

20.

If so requested by the Tenant by not less than seven (7) days prior written notice, the Landlord shall make available for inspection by the Tenant or its duly authorised agent at a reasonably accessible location for a period of four (4) months following the delivery to the Tenant of the Service Charge Certificate the books and other documents or records which are in the reasonable opinion of the Landlord or the Landlord’s Managing Agent relevant for the purpose of ascertaining or verifying the Expenditure and the Tenant or its duly authorised agent shall be entitled to take copies (at the expense of the Tenant) of the relevant documents.

21.

In relation to any sinking and/or reserve fund or similar which the Landlord may, at its absolute discretion, deem proper (a “Sinking Fund”) the Landlord shall ensure that the monies in the Sinking Fund are held in a separate designated interest bearing account (with any net interest accruing to the Sinking Fund) and that on completion of any sale of the Landlord’s interest in the Building (such that the purchaser is responsible for the provision of the Building Services) the balance of the Sinking Fund as of date of completion of such sale shall be transferred to the purchaser. Each Service Charge Certificate shall include confirmation of the amount of the Sinking Fund (if there is one) and, if applicable of any Expenditure from the Sinking Fund during the Financial Year in question. 

1

Repairs and Maintenance

2

Common Parts

3

Plant and Machinery

4

Security and emergency systems

5

Staff

5.1

insurance, health, pension, welfare, severance and other payments, contributions and premiums;

5.2

the provision of uniforms, working clothes, tools, appliances, materials and equipment (including telephones) for the proper performance of the duties of any such staff;

5.3

maintaining, repairing, decorating and lighting any Management Accommodation, including any accommodation and facilities for staff employed in the Building and all rates, gas and electricity charges in respect thereof.

6

Signs etc.

7

Landscaping

8

Miscellaneous items

8.1

leasing or hiring any of the items referred to in this Schedule;

8.2

interest, commission and fees in respect of any moneys borrowed to finance the provision of the services referred to in Clause 5.5 of the within Lease and any of the services and items referred to in this Schedule;

8.3

enforcing the covenants in any of the other leases of the Building for the general benefit of the tenants thereof as determined by the Landlord (but excluding for the avoidance of doubt the cost of collecting rent or rent arrears);

8.4

arranging and holding any events for tenants or occupiers and/or participating in any Advantage Program and/or promotional activities which may be arranged at any time by or on behalf of the Landlord for the benefit of tenants/occupiers. 

9

Insurance

9.1

periodic valuations of the Building for insurance purposes;

9.2

works required to the Building in order to satisfy the requirements and/or recommendations of the insurers of the Building;

9.3

property owner’s liability, third party liability and employer’s liability and such other insurances as the Landlord from time to time reasonably determined;

9.4

any amount which may be deducted or disallowed by the insurers pursuant to any Insurance Excess in any insurance policy upon settlement of any claim by the Landlord;

9.5

any other costs reasonably incurred by the Landlord in arranging and maintaining the insurances.

10

Common facilities

11

Outgoings

12

Statutory requirements

13

Representation

14

Management

14.1

The proper and reasonable fees, costs, charges, expenses and disbursements (including any VAT payable thereon) of the Landlord, the Landlord’s Surveyor and/or the Accountant and any other person employed or retained by the Landlord or the Landlord’s Managing Agent for or in connection with surveying and accounting functions, the performance of the services and any other duties in and about the Building or any part of it (excluding the collection or recovery or rent or rent arrears) relating to the general management, administration, security, maintenance, protection and cleanliness of the Building;

14.2

The proper and reasonable fees and expense (including any VAT payable thereon) of the Landlord (including any of the Landlord’s Managing Agent) in connection with the management of the Building and any of the functions and duties referred to in paragraph 14.1 that may be undertaken by or on behalf of the Landlord (excluding the collection or recovery of rent or rent arrears), such fees and expenses to include overheads and profits commensurate with the current market practice of property companies providing management services.

15

Hot and Cold Water

16

Heating 

17

Building Management

18

Claims by and against third parties in respect of loss or damage in or about the Building

(a)

by reason of the fact that the amount claimed by any third party falls within the excess amount stipulated on the relevant insurance policy; or

(b)

by reason of the fact that the cost in terms of any consequential increase for the future in the premium payable on foot of the relevant policy would in the reasonable opinion of the Landlord exceed the amount necessary to settle such claims.

19

Contractual Rights

20

Reserve Fund

21

Value Added Tax

22

Generally

1.1

as a primary obligation that the Tenant or the Guarantor will at all times during the Term pay to the Landlord (or as it directs) the several rents and additional rents reserved or made payable by this Lease and all other sums and payments covenanted to be paid by the Tenant at the respective times and in the manner appointed or provided in this Lease for payment of them and that the Tenant or the Guarantor also will duly perform observe and comply with the covenants and obligations on the part of the Tenant and conditions contained in or arising under this Lease;

1.2

that in the event of any default in the payment to the Landlord (or as it directs) of the several rents or additional rents reserved or made payable by this Lease or of any sums or payments covenanted to be paid by the Tenant at the respective times and in the manner appointed or provided in this Lease for payment of them or if there is any breach, non-performance, non-observance or non-compliance of or with any of the covenants or obligations on the part of the Tenant or conditions contained in or arising under this Lease the Guarantor will by way of indemnity pay and make good to the Landlord all losses, liabilities, damages, costs, fees and expenses arising, incurred or suffered by the Landlord as a result;

(a)

any neglect delay or forbearance of the Landlord or any other person in endeavouring to obtain payment of the said rents additional rents and payments as and when the same shall become due or payable and/or

(b)

any delay on the part of the Landlord or any other person to take any steps to enforce performance or observance of the said covenants obligations and conditions and/or

(c)

any time which may be given by the Landlord or any other person to the Tenant and/or

(d)

any variation of this Lease (including any reviews of or revisions to the rent payable under this Lease) or the transfer of or other dealing with the Landlord’s reversion or the assignment of this Lease and/or

(e)

any change in the constitution, structure or powers of the Tenant the Guarantor and/or the Landlord or the liquidation, receivership, examinership, administration or bankruptcy (as the case may be) of the Tenant the Guarantor and/or the Landlord and/or

(f)

any legal limitation or any immunity, disability, insolvency or incapacity of the Tenant (whether or not known to the Landlord) or the fact that any dealings with the Landlord by the Tenant may be outside or in excess of the powers of the Tenant and/or

(g)

any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant at a time when the Landlord was entitled (or would after the service of a notice under Section 14 of the Conveyancing Act 1881 have been entitled) to re-enter the Premises;

(h)

in relation to the remainder of the Premises, any surrender of part only of the Premises and/or

(i)

any other act, omission, matter or thing whatsoever whereby, but for this provision, the Guarantor would be exonerated either wholly or in part (other than a release duly executed as a deed by the Landlord),

1.3

that if:

(j)

a liquidator, administrator, examiner or trustee in bankruptcy shall disclaim, repudiate or surrender this Lease or any extension or renewal of it; or

(k)

the Tenant repudiates this Lease or any extension of renewal of it; or

(l)

this Lease or any extension or renewal of it shall be forfeited; or

(m)

the Tenant shall cease to exist.

1.4

that if the Landlord shall not require the Guarantor to take a new lease of the Premises pursuant to the provisions of this Schedule the Guarantor shall nevertheless upon demand pay to the Landlord on demand such sums as are equal to the rents and other sums that would have been payable under this Lease but for the disclaimer or other event in respect of the period from the date of the said disclaimer or other event until the Premises shall have been re-let by the Landlord;

1.5

that the Guarantor shall not claim in any liquidation, bankruptcy, receivership, examinership, administration, composition or arrangement of the Tenant in competition with the Landlord and shall remit to the Landlord the proceeds of all judgements and all distributions it may receive from any liquidator, examiner, receiver, administrator, official assignee, trustee in bankruptcy or supervisor of the assignee and shall hold for the benefit of the Landlord all security and rights the Guarantor may have over assets of the Tenant whilst any liabilities or obligations of the Tenant or the Guarantor to the Landlord remain outstanding;

1.6

that the Guarantor shall not be entitled to participate in any security held by the Landlord or to which the Landlord may be entitled in respect of the Tenant’s liabilities or obligations to the Landlord under or by virtue of this Lease or to stand in the place of the Landlord in respect of any such security until all the covenants and obligations of the Tenant and the Guarantor to the Landlord under or by virtue of this Lease have been fully performed and discharged;

1.7

that the obligations of the Guarantor under this Lease shall continue throughout the Term and shall subsist in full throughout any renewal or extension of this Lease and this covenant shall impose upon the Guarantor the same obligations (but not confer upon him any benefit or rights as tenant) as if this Lease had been granted direct to him as Tenant and IT IS AGREED AND DECLARED that the liability of the Guarantor is as principal covenantor with the Landlord and not merely collateral to the principal liability of the Tenant or of any assignee (as the case may be) and the Guarantor waives any right to require the Landlord to proceed against the Tenant (or any assignee as the case may be) or to pursue any other right or remedy whatsoever which may be available to the Landlord before proceeding against the Guarantor;

1.8

that this Guarantee shall enure for the benefit of the successors and assigns of the Landlord under this Lease without the necessity for any assignment of it; and

1.9

references in this Lease to the Guarantee or this Guarantee shall include the guarantees indemnities and covenants from the Guarantor contained in this Lease and all liabilities and obligations of the Guarantor under or by virtue of this Lease.

1.10

Subject to paragraph 1.11 of this Schedule, the Guarantor shall be released from its obligations as Guarantor on the happening of the earliest of the following events:-

(a)

In the event of this Lease being assigned with the prior written consent of the Landlord, where no guarantee is required in accordance with the terms of this Lease (but such release shall only become effective on completion of such assignment); or

(b)

where it is finally determined (after any appeals have been exhausted) by the Irish courts that the Landlord has unreasonably withheld its consent to a proposed assignment of this Lease and such assignment subsequently proceeds (but such release shall only become effective on completion of such assignment).

1.11

Paragraph 1.10 in this Schedule shall not prejudice affect or limit any right or remedy of the Landlord against the Guarantor arising from or in connection with any breach non-performance or non-observance, whether by the Tenant or the Guarantor, of any of the covenants or obligations on the part of the Tenant or the Guarantor or conditions contained in or arising under this Lease prior to or in existence as of the date of completion of any assignment referred to in paragraph 1.10.

(a)

Raised Access Floor

(b)

Ceiling Finishes

(c)

Mechanical & Electrical

·

4 pipe fan coils with high efficiency EC motors;

·

low energy lighting and controls;

·

powered floor boxes (1/10 sq m);

·

Floor void with undisrupted air flow throughout the floor plate i.e. no floor to ceiling partitions remaining.