exv4w71



Table of Contents







    Exhibit 4.71



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    Dated
    
	
 
	
    22 January, 2007
    

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
    (1
	
    )
	
 
	
    Landlord:
    
	
 
	
    DAVID COLGAN, PHILIP MONAGHAN,
    FINIAN McDONNELL AND PATRICK RYAN

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
    (2
	
    )
	
 
	
    Tenant:
    
	
 
	
    AMARIN PHARMACEUTICALS IRELAND
    LIMITED

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
    (3
	
    )
	
 
	
    Guarantor:
    
	
 
	
    AMARIN CORPORATION PLC.
    









 




    LEASE

    - of -

    Part First Floor, Block 3,

    The Oval,

    Shelbourne Road,

    Dublin 4

    including use of 1 car space



 


	 	 	 
	

    Term Commences:
    


	
 
	
    22nd day of January 2007
    

	

    Length of Term:
    


	
 
	
    20 years
    

	

    Rent Reviews:
    


	
 
	
    Every Five Years
    

	

    Initial Rent:
    


	
 
	
    €166,036.00 p.a. exclusive

    (subject to review as herein provided)
    









 



    Arthur Cox




    Earlsfort Centre




    Earlsfort Terrace




    Dublin 2



 



    JSW/9813.3/emcd 2.1.07













Table of Contents







    INDEX












 


	 	 	 	 	 
	

    1 DEFINITIONS
    


	
 
	
	
    1
    
	

	

    2 INTERPRETATION
    


	
 
	
	
    4
    
	

	

    3 DEMISE AND RENTS
    


	
 
	
	
    5
    
	

	

    4 TENANT’S COVENANTS
    


	
 
	
	
    5
    
	

	

    4.1 Rents
    


	
 
	
	
    5
    
	

	

    4.2 Interest on arrears
    


	
 
	
	
    5
    
	

	

    4.3 Outgoings
    


	
 
	
	
    5
    
	

	

    4.4 Repairs
    


	
 
	
	
    6
    
	

	

    4.5 Decorations
    


	
 
	
	
    6
    
	

	

    4.6 Cleaning
    


	
 
	
	
    6
    
	

	

    4.7 Yield Up
    


	
 
	
	
    6
    
	

	

    4.8 Rights of entry by Landlord
    


	
 
	
	
    7
    
	

	

    4.9 To Comply with Notices
    


	
 
	
	
    7
    
	

	

    4.10 Dangerous materials and use
    of machinery
    


	
 
	
	
    7
    
	

	

    4.11 Overloading floors and
    services
    


	
 
	
	
    7
    
	

	

    4.12 Conduits
    


	
 
	
	
    7
    
	

	

    4.13 Disposal of refuse
    


	
 
	
	
    7
    
	

	

    4.14 Obstruction of Common Parts
    


	
 
	
	
    8
    
	

	

    4.15 Prohibited users
    


	
 
	
	
    8
    
	

	

    4.16 User
    


	
 
	
	
    8
    
	

	

    4.17 Nuisance
    


	
 
	
	
    8
    
	

	

    4.18 Alterations
    


	
 
	
	
    8
    
	

	

    4.19 Signs and advertisements
    


	
 
	
	
    9
    
	

	

    4.20 Alienation
    


	
 
	
	
    9
    
	

	

    4.21 Registration of dispositions
    


	
 
	
	
    10
    
	

	

    4.22 Disclosure of information
    


	
 
	
	
    10
    
	

	

    4.23 Landlord’s costs
    


	
 
	
	
    10
    
	

	

    4.24 Statutory requirements
    


	
 
	
	
    11
    
	

	

    4.25 Planning Acts and the
    Building Control Act
    


	
 
	
	
    11
    
	

	

    4.26 Statutory notices
    


	
 
	
	
    12
    
	

	

    4.27 Fire and safety precautions
    and equipment
    


	
 
	
	
    12
    
	

	

    4.28 Electro-Magnetic Compatibility
    


	
 
	
	
    12
    
	

	

    4.29 Encroachments and easements
    


	
 
	
	
    12
    
	

	

    4.30 Reletting notices
    


	
 
	
	
    13
    
	

	

    4.31 Indemnity
    


	
 
	
	
    13
    
	

	

    4.32 Landlord’s Regulations
    


	
 
	
	
    13
    
	

	

    4.33 Window Blinds
    


	
 
	
	
    13
    
	

	

    4.34 Tenants Handbook
    


	
 
	
	
    13
    
	

	

    4.35 Crampton Avenue and Ramp
    


	
 
	
	
    13
    
	

	

    4.36 Stamp Duty and Value Added Tax
    


	
 
	
	
    13
    
	

	

    5 LANDLORD’S COVENANTS
    


	
 
	
	
    14
    
	

	

    5.1 Quiet Enjoyment
    


	
 
	
	
    14
    
	

	

    5.2 Building Services
    


	
 
	
	
    14
    
	

	

    5.3 Car Park Services
    


	
 
	
	
    14
    
	

	

    5.4 Scheme Services
    


	
 
	
	
    14
    
	

	

    6 INSURANCE
    


	
 
	
	
    14
    
	

	

    6.1 Landlord to insure
    


	
 
	
	
    14
    
	





    

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    6.2 Landlord to produce evidence
    of insurance
    


	
 
	
	
    15
    
	

	

    6.3 Destruction of the Demised
    Premises
    


	
 
	
	
    15
    
	

	

    6.4 Where reinstatement is
    prevented
    


	
 
	
	
    15
    
	

	

    6.5 Cesser of rent and Service
    Charge
    


	
 
	
	
    15
    
	

	

    6.6 Insurance becoming void
    


	
 
	
	
    16
    
	

	

    6.7 Notice by Tenant
    


	
 
	
	
    16
    
	

	

    7 PROVISOS
    


	
 
	
	
    16
    
	

	

    7.1 Forfeiture
    


	
 
	
	
    16
    
	

	

    7.2 No implied easements
    


	
 
	
	
    16
    
	

	

    7.3 Exclusion of warranty as to
    user
    


	
 
	
	
    16
    
	

	

    7.4 Representations
    


	
 
	
	
    17
    
	

	

    7.5 Use of Demised Premises
    outside Business Hours
    


	
 
	
	
    17
    
	

	

    7.6 Failure by Landlord to Provide
    Services
    


	
 
	
	
    17
    
	

	

    7.7 Exclusion of Landlord’s
    liability
    


	
 
	
	
    17
    
	

	

    7.8 Covenants relating to
    Adjoining Property
    


	
 
	
	
    17
    
	

	

    7.9 Effect of waiver
    


	
 
	
	
    17
    
	

	

    7.10 Applicable Law
    


	
 
	
	
    18
    
	

	

    7.11 Notices
    


	
 
	
	
    18
    
	

	

    7.12 Disputes with adjoining
    occupiers
    


	
 
	
	
    18
    
	

	

    8 BUILDING SERVICE CHARGE
    


	
 
	
	
    18
    
	

	

    9 CAR PARK SERVICE CHARGE
    


	
 
	
	
    19
    
	

	

    10 SCHEME SERVICE CHARGE
    


	
 
	
	
    20
    
	

	

    11 BREAK OPTION
    


	
 
	
	
    21
    
	

	

    12 THE GUARANTOR’S COVENANTS
    


	
 
	
	
    22
    
	

	

    13 SECTION 45 LAND ACT 1965
    


	
 
	
	
    22
    
	

	

    14 FINANCE ACT CERTIFICATES
    


	
 
	
	
    22
    
	

	

    15 SECTION 29 COMPANIES ACT,
    1990
    


	
 
	
	
    22
    
	

	

    FIRST SCHEDULE


	
 
	
	
 
	

	

    SECOND SCHEDULE


	
 
	
	
 
	

	

    THIRD SCHEDULE


	
 
	
	
 
	

	

    FOURTH SCHEDULE


	
 
	
	
 
	

	

    FIFTH SCHEDULE


	
 
	
	
 
	

	

    SIXTH SCHEDULE


	
 
	
	
 
	

	

    SEVENTH SCHEDULE


	
 
	
	
 
	

	

    EIGHTH SCHEDULE


	
 
	
	
 
	

	

    NINTH SCHEDULE


	
 
	
	
 
	

	

    TENTH SCHEDULE


	
 
	
	
 
	

	

    APPENDIX ‘A’
    


	
 
	
	
 
	









 








    

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    THIS LEASE is made the 22nd day of January 2007



 




    BETWEEN



 



    1  LANDLORD: DAVID COLGAN of Kerrymount Avenue,
    Foxrock, Dublin 18, PHILIP MONAGHAN of 42 Balawley Court,
    Dundrum, Dublin 14, FINIAN McDONNELL of
    “Finel”, Castleknock Road, Castleknock, Co. Dublin
    AND PATRICK RYAN of “Ardfallen”, Cunningham
    Road, Dalkey, Co. Dublin



 



    2  TENANT: AMARIN PHARMACEUTICALS IRELAND
    LIMITED having its registered office at 50 Pembroke
    Road, Ballsbridge, Dublin 4.



 



    3  GUARANTOR: AMARIN CORPORATION PLC. having
    its registered office at 110 Cannon Street, London EC4N 6AR.



 




    WITNESSETH
    as follows:-



 


		
	
    1. 
    
	
    DEFINITIONS




 



    In this Lease, unless the context otherwise requires the
    following expressions shall have the following meanings:-



 



    1.1  “Adjoining Property” means any
    land and/or buildings adjoining or neighbouring the Demised
    Premises;



 



    1.2  “Base Rate” means annual rate of
    interest for the time being chargeable under Section 22 of
    the Courts Act 1981;



 



    1.3  “Building” means the premises
    more particularly described in the First
    Schedule PROVIDED ALWAYS that for the purposes of
    Clause 6 herein, reference to the Building in so far as it
    includes the Demised Premises shall exclude (unless otherwise
    agreed in writing by the Landlord and the Tenant) all additions,
    alterations and improvements made to the Demised Premises by the
    Tenant;



 



    1.4  “Building Control Act” means the
    Building Control Act 1990;



 



    1.5  “Building Due Proportion” means
    the ratio which the Net Internal Area of the Demised Premises
    bears to the aggregate of the Net Internal Areas of the Lettable
    Areas within the Building;



 



    1.6  “Building Services” mean the
    services specified in the Seventh Schedule hereto or any of them;



 



    1.7  “Building Service Charge” means
    the aggregate costs, expenses and outgoings paid, payable,
    incurred or borne from time to time in the provision of the
    Building Services;



 



    1.8  “Business Hours” mean for the
    purpose of the provision of the services referred to in
    Clause 5.2., the usual business or working hours of the
    Building Mondays to Fridays (inclusive) (excluding Christmas
    Day, Good Friday and all usual bank or public holidays) as
    determined by the Landlord in accordance with the principles of
    good estate management and such additional hours as may, from
    time to time, be reasonably approved by the Landlord, who shall
    have regard to the interests of the tenants and occupiers of the
    Building;



 



    1.9  “Car Park” means the car park at
    Upper Basement and Lower Basement shown edged blue on Plan
    No’s “1” and “2” annexed hereto
    PROVIDED ALWAYS that the Landlord shall have the right to
    exclude from this definition any part or parts of the said car
    park which is/are exclusively demised (as opposed to exclusively
    licensed) to occupiers of the Scheme;



 



    1.10  “Car Park Proportion” means the
    ratio which the number of Car Spaces bears to the total number
    of car spaces within the Car Park from time to time;



 



    1.11  “Car Park Services” mean the
    services described in the Eighth Schedule hereto;



 



    1.12  “Car Park Service Charge” means
    the aggregate of the costs and expenses and outgoings paid,
    payable, incurred or borne from time to time in the provision of
    the Car Park Services;




    

    1








Table of Contents





 



    1.13  “Car Spaces” mean the car
    spaces referred to in Clause 4 of the Third Schedule and
    same shall be included in the definition of “Demised
    Premises” for the purpose of the Fifth Schedule;



 



    1.14  “Common Parts” mean the
    pedestrian ways, courtyards, forecourts, entrance halls,
    corridors, passages, toilets, lobbies, landings, staircases,
    lifts and any other amenities in the Building or within the
    curtilage thereof which are or may, from time to time, be
    provided or designated by the Landlord for common use by the
    tenants and occupiers of the Building and all persons expressly
    or by implication authorised by them but excluding the Lettable
    Areas;



 



    1.15  “Conduits” mean each of the
    following of whatsoever nature:-



 



    all sewers, drains, pipes, gullies, gutters, ducts, mains,
    watercourses, channels, subways, wires, cables, conduits, flues
    and other transmission or conducting media and installations of
    whatsoever nature or kind;



 



    1.16  “Crampton Avenue” means the
    road together with associated footpaths, grass margins and
    lighting shown for identification purposes shaded yellow on Plan
    “3” annexed;



 



    1.17  “Decoration Years” mean the
    year ending 31st December 2009 and thereafter in every
    subsequent third year of the term;



 



    1.18  “Demised Premises” mean the
    Premises demised by this Lease and more particularly described
    in the Second Schedule and for the avoidance of doubt includes
    only for the purposes of rent review the rights described in the
    Third Schedule hereto;



 



    1.19  “Guarantor” means the party (if
    any) named as “Guarantor” at the commencement of this
    Lease and, in the case of an individual, includes the personal
    representatives of such Guarantor;



 



    1.20  “Initial Rent” means One
    Hundred and Sixty Six Thousand and Thirty Six Euro
    (€166,036.00) per annum;



 



    1.21  “Insured Risks” mean, subject
    always to such exclusions, excesses and limitations as are
    normally available and as may be imposed by the Landlord’s
    insurers for the time being in respect of any or all of the
    following risks;



 



    fire, storm, tempest, flood, earthquake, subsidence, lightning,
    explosion, impact, aircraft and other aerial devices and
    articles dropped therefrom, riot, civil commotion and malicious
    damage, bursting or overflowing of water tanks, apparatus or
    pipes and such other risks as the Landlord may in its absolute
    discretion from time to time determine;



 



    1.22  “Landlord” means the party or
    parties named as “Landlord” at the commencement of
    this Lease, and includes the person for the time being entitled
    to the reversion immediately expectant on the determination of
    the Term;



 



    1.23  “Lease” means this Lease and
    any document which is made supplemental hereto, or which is
    entered into pursuant to or in accordance with the terms hereof;



 



    1.24  “Lease of Easements” means the
    Lease of Easements dated the 19 day of October 2005 and
    made between Brooklawn Property Holding Company Limited of the
    one part the Landlord of the other part.



 



    1.25  “Lettable Areas” mean those
    parts of the Scheme from Ground Floor Level and upwards
    (including the Demised Premises) leased or intended to be leased
    to occupational tenants but excluding for the avoidance of
    doubt, any areas leased at upper basement or lower basement
    levels;



 



    1.26  “Net Internal Area” has the
    meaning ascribed thereto in the Measuring Practice Guidance
    Notes issued jointly by the Society of Chartered Surveyors with
    others and in the event of the said Measuring Notes ceasing to
    exist such Measurement Code as shall replace or substitute the
    same from time to time;



 



    1.27  “Permitted User” means offices.




    

    2








Table of Contents





 



    1.28  “Perpetuity Period” means the
    period commencing on the date of this Lease and ending on the
    expiration of twenty one years from the date of the death of the
    last survivor of the issue now living of His Late Britannic
    Majesty King George V.



 



    1.29  “Plans” mean the plans annexed
    to this Lease;



 



    1.30  “Planning Acts” mean the
    Planning and Development Acts 2000 — 2004;



 



    1.31  “Prescribed Rate” means the
    rate per centum per month which shall exceed by one half per
    centum per month the monthly rate of interest for the time being
    chargeable under Section 1080 of the Taxes Consolidation
    Act 1997 (or such other monthly rate of interest as may from
    time to time be chargeable upon arrears of tax) or if the
    Landlord shall so elect at a rate of eighteen per centum per
    annum.



 



    1.32  “Public Health Acts” mean the
    Local Government (Sanitary Services) Act, 1878 to 1964;



 



    1.33  “Quarterly Gale Days” mean 1st
    day of January, 1st day of April, 1st day of July and 1st day of
    October in every year of the Term.



 



    1.34  “Ramp” means the car park
    access ramp leading from Crampton Avenue to the Car Park shown
    for identification purposes shaded orange on Plan “3”
    annexed hereto;



 



    1.35  “Rent Commencement Date” means
    22nd day of January 2007;



 



    1.36  “Rent Review Dates” means the
    first day of the sixth year, the first day of the eleventh year,
    the first day of the sixteenth year, the first day of the twenty
    first year, the first day of the twenty sixth year and the first
    day of the thirty first year of the Term.



 



    1.37  “Retained Parts” mean all parts
    of the Building which do not comprise Lettable Areas, including,
    but not limited to:-



 



    1.37.1  the Common Parts;



 



    1.37.2  any parts of the Building reserved by the
    Landlord for the housing of plant, machinery and equipment or
    otherwise in connection with or required for the provision of
    services;



 



    1.37.3  all Conduits in, upon, over, under or within
    and exclusively serving the Building except any that exclusively
    serve the Lettable Areas therein;



 



    1.37.4  the main structure of the Building and, in
    particular, but not by way of limitation, the roof, foundations,
    external walls, internal load bearing walls and the structural
    parts of the roof ceilings and floors, all party structures,
    boundary walls, railings and fences and all exterior parts of
    the Building;



 



    1.38  “Safety Health and Welfare at Work
    Act” means the Safety Health and Welfare at Work Act
    1995.



 



    1.39  “Scheme” means the development
    located at Shelbourne Road, Dublin 4 shown for identification
    purposes only edged blue on Site Plan No. “4” annexed
    hereto and shall be deemed to include such further or additional
    lands as the Landlord shall from time to time declare to form
    part of the Scheme and shall exclude such parts of the Scheme as
    the Landlord shall from time to time declare to no longer form
    part of the Scheme;



 



    1.40  “Scheme Common Areas” means
    those parts of the Scheme declared by the Landlord from time to
    time to be for the common benefit of all owners and/or occupiers
    of the Scheme the initial configuration of which shall comprise
    those parts of the Scheme shown coloured yellow on Plan
    “4” annexed hereto;



 



    1.41  “Scheme Due Proportion” means
    the ratio which the Net Internal Area of the Demised Premises
    bears to the aggregate Net Internal Areas of the Lettable Areas
    within the Scheme;



 



    1.42  “Scheme Service Charge” means
    the aggregate costs, expenses and outgoings paid, payable
    incurred or borne from time to time in the provision of the
    Scheme Services;



 



    1.43  “Scheme Services” means the
    services specified in the Ninth Schedule hereto or any of them;



 



    1.44  “Service Charge Commencement
    Date” means 22nd day of January 2007;




    

    3








Table of Contents





 



    1.45  “Surveyor” means any person
    appointed by the Landlord (including an employee of the Landlord
    and the person appointed by the Landlord to collect the rents
    and manage the Building) to perform the function of a surveyor
    for any purpose of this Lease but does not include the Surveyor
    defined in the Fifth Schedule;



 



    1.46  “Tenant” means the party or
    parties named as “Tenant” at the commencement of this
    Lease and includes the successors in title of the Tenant and
    permitted assigns of the Tenant and, in the case of an
    individual or individuals his/their personal representatives;



 



    1.47  “Term” means Twenty Years.



 



    1.48  “Term Commencement Date” means
    22nd day of January 2007;



 



    1.49  “Utilities” mean the following
    of whatsoever nature:-



 



    water, soil, steam, air, gas, electricity; radio, television,
    telegraphic, telephonic and other communications, and other
    services and information;



 



    1.50  “the 1860 Act” and “the
    1881 Act” shall mean respectively the Landlord and
    Tenant Law Amendment Act, Ireland, 1860 and the Conveyancing Act
    1881.



 


		
	
    2.  
    
	
    INTERPRETATION




 



    Unless there is something in the subject or context inconsistent
    therewith:



 



    2.1  where two or more persons are included in the
    expression “the Landlord” and/or “the
    Tenant” and/or “the Guarantor” the covenants
    which are expressed to be made by the Landlord and/or the Tenant
    and/or the Guarantor shall be deemed to be made by such persons
    jointly and severally;



 



    2.2  words importing persons shall include firms,
    companies and corporations and vice versa;



 



    2.3  any covenant by the Tenant not to do any act or
    thing shall include an obligation not to permit or suffer such
    act or thing to be done;



 



    2.4  any requirement in this Lease to obtain the
    consent of the Landlord shall be deemed to include an obligation
    to obtain the consent of the Superior Landlord where this is
    required under and by virtue of the Superior Lease. The Landlord
    herein shall not be deemed to be unreasonably withholding
    consent if the Superior Landlord has withheld consent. In such
    instance no further action shall be required to be taken by the
    Landlord against the Superior Landlord in that regard.



 



    2.5  references to any right of the Landlord to have
    access to or entry upon the Demised Premises shall be construed
    as extending to all persons authorised by the Landlord, to
    include the Superior Landlord and their and each of their
    agents, professional advisers, prospective purchasers of any
    interest of the Landlord or the Superior Landlord in the Demised
    Premises or in the Adjoining Property, contractors, workmen and
    others;



 



    2.6  any reference to a statute or statutes (whether
    specifically named or not) or to any sections or sub-sections
    therein shall include any amendments or re- enactments thereof
    for the time being in force and all Statutory Instruments,
    orders, notices, regulations, directions, bye-laws, permissions
    and plans for the time being made, issued or given thereunder or
    deriving validity therefrom;



 



    2.7  the titles or headings appearing in this Lease
    are for reference only and shall not affect its construction or
    interpretation;



 



    2.8  wherever in this Lease either party is granted a
    future interest in property there shall be deemed to be included
    in respect of every such grant a provision requiring that future
    interest to vest within the Perpetuity Period;



 



    2.9  any reference to a clause or schedule shall mean
    a clause or schedule of this Lease;



 



    2.10  any reference to the masculine gender shall
    include reference to the feminine gender and any reference to
    the neuter gender shall include the masculine and feminine
    genders and reference to the singular shall include reference to
    the plural.




    

    4








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    2.11  if any term or provision in this Lease shall be
    held to be illegal or unenforceable in whole or in part, such
    term shall be deemed not to form part of this Lease but the
    enforceability of the remainder of this Lease shall not be
    affected;



 


		
	
    3.  
    
	
    DEMISE
    AND RENTS




 



    The Landlord in consideration of the rents herein reserved
    (including the increases thereof as hereinafter provided) and
    the covenants on the part of the Tenant and the conditions
    hereinafter contained HEREBY DEMISES unto the Tenant the
    Demised Premises TOGETHER WITH the rights, easements and
    privileges specified in the Third Schedule EXCEPTING AND
    RESERVING the rights and easements specified in the Fourth
    Schedule SUBJECT TO all rights, easements,
    quasi-easements, privileges, covenants, restrictions and
    stipulations of whatsoever nature affecting the Demised Premises
    TO HOLD the Demised Premises unto the Tenant from and
    including the Term Commencement Date for the Term YIELDING
    AND PAYING unto the Landlord during the Term:-



 



    3.1  yearly and proportionately for any fraction of a
    year, the Initial Rent and from and including each Rent Review
    Date, such yearly rent as shall become payable under and in
    accordance with the provisions of the Fifth Schedule and in each
    case to be paid (at the option of the Landlord, which said
    option may be exercised on any number of occasions) either by
    standing order, direct debit, credit transfer or cheque by equal
    quarterly payments in advance on the Quarterly Gale Days without
    any deduction, set-off or counterclaim whatsoever;



 



    3.2  the Building Due Proportion of all sums which the
    Landlord shall from time to time pay for insuring the Building
    against the Insured Risks pursuant to Clause 6.1.
    (including the whole of the sums which the Landlord shall from
    time to time pay for insuring against loss of rent and the other
    amounts referred to in Clause 6.1.6.), all such sums to be paid
    on demand the first payment to be made on the execution hereof
    and to be such amount as has been advised to the Tenant prior to
    the delivery of this Lease;



 



    3.3  the Building Due Proportion of the Building
    Service Charge to be paid on demand in accordance with clause 8;



 



    3.4  the Car Park Due Proportion of the Car Park
    Service Charge to be paid on demand in accordance with clause 9;



 



    3.5  the Scheme Due Proportion of the Scheme Service
    Charge to be paid on demand in accordance with clause 10;



 


		
	
    4.  
    
	
    TENANT’S
    COVENANTS




 



    The Tenant to the intent that the obligations may continue
    throughout the Term HEREBY COVENANTS with the Landlord as
    follows:



 




    4.1  Rents
    



 



    To pay the rents or increased rents reserved by this Lease and
    referred to at paragraphs 3.1 to 3.5 inclusive any additional
    sums payable herein at the times and in the manner herein
    prescribed for the payment of same.



 




    4.2  Interest
    on arrears
    



 



    Without prejudice to any other right, remedy or power herein
    contained or otherwise available to the Landlord, if any of the
    rents reserved by this Lease (whether formally demanded or not)
    or if any other sum of money payable to the Landlord by the
    Tenant under this Lease shall remain unpaid for more than
    fourteen days after the date when payment was due, to pay
    interest thereon at the Prescribed Rate from and including the
    date on which payment was due to the date of payment to the
    Landlord (both before and after any judgment).



 


		
	
    4.3  
    
	
    Outgoings




 



    4.3.1  To pay and indemnify the Landlord against all
    existing and future rates, taxes, duties, charges, assessments,
    impositions and outgoings whatsoever (whether parliamentary,
    parochial, local or of any other




    

    5








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    description and whether or not of a capital or non-recurring
    nature) which now are or may at any time during the Term be
    charged, levied, assessed or imposed upon or payable in respect
    of the Demised Premises or upon the owner or occupier of them
    (excluding any tax payable by the Landlord upon any of the rents
    herein received or occasioned by any disposition of or dealing
    with the reversion of this Lease);



 



    4.3.2  To pay all charges for electricity, gas (if
    any), water and other services consumed in the Demised Premises,
    including any connection and hiring charges and meter rents and
    to perform and observe all present and future regulations and
    requirements of the electricity, gas and water supply
    authorities or boards in respect of the supply and consumption
    of electricity, gas and water on the Demised Premises and to
    keep the Landlord indemnified against any breach thereof.



 


		
	
    4.4  
    
	
    Repairs




 



    To repair and keep in good and substantial repair and condition
    the Demised Premises and, as often as may be necessary, to
    rebuild, reinstate or renew any part or parts of the Demised
    Premises (damage by the Insured Risks excepted (other than in
    respect of any amount which may be deducted or disallowed by the
    insurers pursuant to any excess provision in the insurance
    policy upon settlement of any claim by the Landlord) save to the
    extent that payment of the insurance moneys shall be withheld by
    reason of any act, neglect or default of the Tenant or the
    servants or agents of the Tenant or any undertenant or any
    person under its or their control) and, as and when necessary,
    to replace any of the Landlord’s fixtures and fittings
    which may be or become beyond repair with new ones which are
    similar in type and quality AND in case the Demised
    Premises or any part thereof shall be destroyed or become
    ruinous and uninhabitable or incapable of beneficial occupation
    or enjoyment by for or from any of the Insured Risks the Tenant
    hereby absolutely waives and abandons its rights (if any) to
    surrender this Lease under the provisions of Section 40 of
    the 1860 Act or otherwise.



 


		
	
    4.5  
    
	
    Decorations




 



    In every Decoration Year and also in the last three months of
    the Term (whether determined by effluxion of time or otherwise)
    in a good and workmanlike manner to prepare and decorate (with
    two coats at least of good quality paint) or otherwise treat, as
    appropriate, all parts of the Demised Premises required to be so
    treated and, as often as may be reasonably necessary, to wash
    down all tiles, glazed bricks and similar washable surfaces;
    such decorations and treatment in the last year of the Term to
    be executed in such colours and materials as the Landlord may
    reasonably require.



 


		
	
    4.6  
    
	
    Cleaning




 



    To keep the Demised Premises in a clean and tidy condition
    AND at least once in every month, to clean properly all
    windows and window frames and all other glass in the Demised
    Premises PROVIDED ALWAYS that where the Landlord arranges
    the cleaning of the external parts of the external windows in
    the Building as part of the Building Services the Tenant shall
    not be obliged to undertake this.



 


		
	
    4.7  
    
	
    Yield
    Up




 



    At the expiration or sooner determination of the Term quietly to
    yield up the Demised Premises in such good and substantial
    repair and condition as shall be in accordance with the
    covenants on the part of the Tenant herein contained and in any
    licence or consent granted by the Landlord pursuant to the
    provisions of this Lease and in case any of the Landlord’s
    fixtures and fittings shall be missing, broken damaged or
    destroyed to forthwith replace them with others of a similar
    kind and of equal value and to remove from the Demised Premises
    any moulding, sign, writing or painting of the name or business
    of the Tenant or occupiers and if so required by the Landlord,
    but not otherwise, to remove and make good to the original
    prevailing condition, all alterations or additions made to the
    Demised Premises by the Tenant including the making good of any
    damage caused to the Demised Premises by the removal of the
    Tenant’s fixtures, fittings, furniture and effects.




    

    6








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    4.8  
    
	
    Rights of
    entry by Landlord




 



    To permit the Landlord with all necessary materials and
    appliances at all reasonable times upon reasonable prior written
    notice (except in cases of emergency) to enter and remain upon
    the Demised Premises for any of the following purposes:-



 



    4.8.1  to view and examine the state and condition of
    the Demised Premises and to take schedules or inventories of the
    Landlord’s fixtures;



 



    4.8.2  to exercise any of the rights excepted and
    reserved by this Lease;



 



    4.8.3  for any other purpose connected with the
    interest of the Landlord in the Demised Premises or the
    Building, including but not limited to, valuing or disposing of
    any interest of the Landlord.



 


		
	
    4.9  
    
	
    To Comply
    with Notices




 



    Whenever the Landlord shall give written notice to the Tenant of
    any defects, wants of repair or breaches of covenant, the Tenant
    shall within sixty (60) days of such notice, or sooner if
    requisite, make good and remedy the breach of covenant to the
    reasonable satisfaction of the Landlord and if the Tenant shall
    fail within twenty-one (21) days of such notice, or as soon
    as reasonably possible in the case of emergency, to commence and
    then diligently and expeditiously to continue to comply with
    such notice, the Landlord may enter the Demised Premises and
    carry out or cause to be carried out all or any of the works
    referred to in such notice and all costs and expenses thereby
    incurred shall be paid by the Tenant to the Landlord on demand,
    and in default of payment, shall be recoverable as rent in
    arrear.



 


		
	
    4.10  
    
	
    Dangerous
    materials and use of machinery




 



    4.10.1  Not to or keep in or on the Demised Premises
    any article or thing which is or might become dangerous,
    offensive, unduly combustible or inflammable, radio-active or
    explosive or which might unduly increase the risk of fire or
    explosion;



 



    4.10.2  Not to keep or operate in the Demised Premises
    any machinery which shall be unduly noisy or cause vibration or
    which is likely to annoy or disturb the other tenants and
    occupiers of the Building or of the Adjoining Property.



 


		
	
    4.11  
    
	
    Overloading
    floors and services




 



    4.11.1  Not to overload the floors of the Demised
    Premises or suspend any excessive weight from the roofs,
    ceilings, walls, stanchions or structure of the Building and not
    to overload the Utilities and Conduits in or serving the
    Building;



 



    4.11.2  Not to do anything which may subject the
    Demised Premises or the Building or any parts thereof to any
    strain beyond that which they are designed to bear with due
    margin for safety;



 



    4.11.3  to observe the weight limits and capacity
    prescribed for all lifts in the Building.



 


		
	
    4.12  
    
	
    Conduits




 



    Not to discharge into any Conduits any oil or grease or any
    noxious or deleterious effluent or substance whatsoever which
    may cause an obstruction or might be or become a source of
    danger, or which might injure the Conduits or the drainage
    system of the Building or the Adjoining Property.



 


		
	
    4.13  
    
	
    Disposal
    of refuse




 



    Not to deposit in or on the Common Parts any trade empties,
    rubbish or refuse of any kind, other than in proper receptacles,
    provided for the purpose or as may be designated by the Landlord
    and not to burn any rubbish or refuse within the curtilage of
    the Building.




    

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    4.14  
    
	
    Obstruction
    of Common Parts




 



    Not to do anything whereby the Common Parts or other areas over
    which the Tenant may have rights of access or use may be
    damaged, or the fair use thereof by others may be obstructed in
    any manner whatsoever.



 


		
	
    4.15  
    
	
    Prohibited
    users




 



    4.15.1  Not to use the Demised Premises or any part
    thereof for any public or political meeting, public exhibition
    or public entertainment show or spectacle of any kind, nor for
    any dangerous, noisy, noxious or offensive trade, business or
    occupation whatsoever, nor for any illegal or immoral purpose,
    nor for residential or sleeping purposes;



 



    4.15.2  Not to use the Demised Premises or any part
    thereof for gambling, betting, gaming or wagering, or as a
    betting office, or as a club, or for the sale of beer, wines and
    spirits, and not to play or use any musical instrument, record
    player, loud speaker or similar apparatus in such a manner as to
    be audible outside the Demised Premises, and not to hold any
    auction on the Demised Premises;



 



    4.15.3  Not to place outside the Demised Premises, nor
    to expose from the windows of the Demised Premises, any
    articles, goods or things of any kind.



 


		
	
    4.16  
    
	
    User




 



    4.16.1  Not without the prior written consent of the
    Landlord (which consent shall not be unreasonably withheld or
    delayed) to use the Demised Premises or any part thereof except
    for the Permitted User



 



    4.16.2  Not to leave the Demised Premises continuously
    unoccupied (other than for normal holiday periods) without
    notifying the Landlord and providing such caretaking or security
    arrangements as the Landlord shall reasonably require in order
    to protect the Demised Premises from vandalism, theft or
    unlawful occupation;



 



    4.16.3  At all times to comply with all requirements
    of the relevant Local Authority in connection with the user of
    the Demised Premises for the purpose of the Tenant’s
    business;



 



    4.16.4  To provide the Landlord with the name, address
    and home telephone number of at least two authorised key holders
    for the time being of the Demised Premises and to notify the
    Landlord of any changes in the person(s) so authorised as
    keyholders of the Demised Premises;



 


		
	
    4.17  
    
	
    Nuisance




 



    Not to do anything in or about the Demised Premises or the
    Building which may be or become a nuisance, or which may cause
    damage, annoyance, inconvenience or disturbance to the Landlord
    or the other tenants in the Building or the owners, tenants or
    occupiers of the Adjoining Property, or which may be injurious
    to the value, tone, amenity or character of the Building.



 


		
	
    4.18  
    
	
    Alterations




 



    4.18.1  Not to erect any new building or new structure
    on the Demised Premises or any part thereof, nor to alter, add
    to or change the height, elevation or external architectural or
    decorative design or appearance of the Demised Premises, nor to
    merge the Demised Premises with any Adjoining Property.



 



    4.18.2  Not to alter, divide, cut, maim, injure or
    remove any of the principal or load-bearing walls, floors, beams
    or columns of the Demised Premises, nor to make any other
    alterations or additions of a structural nature to the Demised
    Premises.



 



    4.18.3  Not to make any structural alterations or
    other alterations or additions to the Landlord’s fixtures
    or to any of the Conduits without obtaining the prior written
    consent of the Landlord;




    

    8








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    4.18.4  Not to make any alterations or additions of a
    non-structural nature to the Demised Premises without obtaining
    the prior written consent of the Landlord, (such consent not to
    be unreasonably withheld or delayed);



 



    4.18.5  The Landlord may, as a condition of giving any
    such consent, require the Tenant to enter into such covenants,
    as the Landlord shall require, regarding the execution of any
    such works and the reinstatement of the Demised Premises at the
    end or sooner determination of the Term.



 



    4.18.6  If any alterations or additions to or within
    the Demised Premises result in a variation of the reinstatement
    cost of the Demised Premises from the said cost prior to such
    alterations or additions;



 



    4.18.6.1  Forthwith to give notice in writing to the
    Landlord of the variation in value so caused to enable the
    Landlord to alter the insurance cover in respect of the Demised
    Premises;



 



    4.18.6.2  To pay or reimburse to the Landlord any
    shortfall of insurance cover caused by a failure to comply with
    the requirements in Sub-Clause 4.18.6.1;



 



    4.18.6.3  Notice under Sub-Clause 4.18.6.1
    notifying the variation of the reinstatement cost shall only be
    sufficient notice if it refers to the Sub-Clause in question and
    the Landlord shall not otherwise be deemed to have received such
    notice or to be responsible for varying the said insurance cover.



 


		
	
    4.19  
    
	
    Signs and
    advertisements




 



    Not to erect or display on the exterior of the Demised Premises
    or in the windows thereof so as to be visible from the exterior,
    any pole, flag, aerial, advertisement poster, notice or other
    sign or thing whatsoever, save that the Tenant may display on
    the entrance door to the Demised Premises a sign stating the
    Tenant’s name and business or profession on obtaining the
    prior written consent of the Landlord to the size, style and the
    position thereof and the materials to be used (such consent not
    to be unreasonably withheld or delayed).



 


		
	
    4.20  
    
	
    Alienation




 



    Not to assign, mortgage, charge, transfer, underlet, or part
    with the possession or occupation of the Demised Premises or any
    part thereof or suffer any person to occupy the Demised Premises
    or any part thereof as a licensee BUT SO THAT
    NOTWITHSTANDING the foregoing the Landlord shall not
    unreasonably withhold its consent to an assignment of the entire
    or to an underletting of the entire of the Demised Premises to
    an assignee or underlessee of good and sufficient financial
    standing and otherwise reasonably acceptable to the Landlord
    subject always to the following provisions or such of them as
    may be appropriate, that is to say:-



 



    4.20.1  The Tenant shall prior to any such alienation
    as aforesaid apply to the Landlord and give all reasonable
    information concerning the proposed transaction and concerning
    the proposed assignee, under-lessee or disponee as the Landlord
    may require;



 



    4.20.2  The Landlord’s consent to any such
    alienation shall be in writing and shall be given in such manner
    as the Landlord shall decide and the Tenant shall pay the
    reasonable costs of the Landlord in connection with the
    furnishing of such consent;



 



    4.20.3  In the case of an assignment to a limited
    liability company, it shall be deemed reasonable for the
    Landlord to require that two directors of standing satisfactory
    to the Landlord shall join in such consent as aforesaid as
    sureties for such Company in order jointly and severally to
    covenant with the Landlord in the manner described in the
    guarantee contained in the Sixth Schedule (mutatis mutandis);



 



    4.20.4  In the case of an under-lease the same shall
    be of the entire of the Demised Premises and shall be made
    without taking a fine or premium at the then current market rent
    or at the rent payable hereunder at the time of the granting of
    such under-lease (whichever is the higher) and the under-lessee
    shall, if required by the Landlord, enter into a direct covenant
    with the Landlord to perform and observe all the covenants
    (other than that for payment of the rents hereby reserved) and
    conditions herein contained and every such under-lease shall
    also be subject to the following conditions, that is to say that
    it shall contain:-




    

    9








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    4.20.4.1  provisions for the review of the rent
    thereby reserved (which the Tenant hereby covenants to operate
    and enforce) on an upwards only basis corresponding both as to
    terms and dates and in all other respects (mutatis mutandis)
    with the rent review provisions contained in this Lease;



 



    4.20.4.2  a covenant, condition or proviso under which
    the rent from time to time payable under such under-lease shall
    not be less than the rent from time to time payable hereunder;



 



    4.20.4.3  a covenant by the undertenant (which the
    Tenant hereby covenants to enforce) prohibiting the undertenant
    from doing or suffering any act or thing upon or in relation to
    the Demised Premises inconsistent with, or in breach of, the
    provisions of this Lease;



 



    4.20.4.4  a condition for re-entry on breach of any
    covenant by the undertenant;



 



    4.20.4.5  the same restrictions as to alienation,
    assignment, underletting, parting with or sharing the possession
    or occupation of the premises underlet;



 



    4.20.5  To enforce at the Tenant’s own expense
    the performance and observance by every such undertenant of the
    covenants, provisions and conditions of the under-lease and not,
    at any time, either expressly or by implication, to waive any
    breach of the same;



 



    4.20.6  Not to agree any reviewed rent with the
    undertenant or any rent payable on any renewal thereof without
    the prior written consent of the Landlord (such consent not to
    be unreasonably withheld or delayed);



 



    4.20.7  Not to vary the terms or accept any surrender
    of any permitted under- lease without the prior written consent
    of the Landlord, such consent not to be unreasonably withheld or
    delayed.



 


		
	
    4.21  
    
	
    Registration
    of dispositions




 



    Within twenty-one (21) days of every alienation,
    assignment, transfer, assent, under-lease, assignment of
    under-lease, mortgage, charge (including lodgment of the
    relevant document or instrument as security) or any other
    disposition, whether mediate or immediate, of or relating to the
    Demised Premises or any part thereof, to produce to and leave
    with the Landlord or its solicitors a certified copy of the
    deed, instrument or other document evidencing or effecting such
    disposition and to pay to the Landlord’s solicitors their
    reasonable legal costs and other expenses in connection with
    such alienation.



 


		
	
    4.22  
    
	
    Disclosure
    of information




 



    Upon making any application or request in connection with the
    Demised Premises or this Lease, to disclose to the Landlord such
    information as the Landlord may reasonably require and, whenever
    the Landlord shall reasonably request, to supply full
    particulars;



 



    4.22.1  of all persons in actual occupation or
    possession of the Demised Premises and of the right in which
    they are in such occupation or possession, and



 



    4.22.2  of all persons having an interest in the
    Demised Premises (other than in the reversion to the Term).



 


		
	
    4.23  
    
	
    Landlord’s
    costs




 



    To pay and indemnify the Landlord against all reasonable costs,
    fees, charges, disbursements and expenses properly incurred by
    the Landlord, including, but not limited to, those payable to
    solicitors, counsel, architects, surveyors and sheriffs



 



    4.23.1  in relation to the preparation and service of
    a notice under Section 14 of the 1881 Act and of any
    proceedings under the 1881 Act and/or the 1860 Act (whether or
    not any right of re-entry or forfeiture has been waived by the
    Landlord or a notice served under Section 14 of the 1881
    Act has been complied with by the Tenant and notwithstanding
    that forfeiture has been avoided otherwise than by relief
    granted by the Court);




    

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    4.23.2  in relation to the preparation and service of
    all notices and schedules relating to wants of repair, whether
    served during or after the expiration of the Term (but relating
    in all cases only to such wants of repair that accrued not later
    than the expiration or sooner determination of the Term);



 



    4.23.3  in connection with the recovery or attempted
    recovery of arrears of rent or other sums due from the Tenant,
    or in procuring the remedying of the breach of any covenant by
    the Tenant;



 



    4.23.4  in relation to any application for consent
    required or made necessary by this Lease whether or not the same
    is granted (except in cases where the Landlord is obliged not to
    unreasonably withhold its consent and the withholding of its
    consent is held to be unreasonable), or whether or not the
    application has been withdrawn;



 



    4.23.5  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.



 


		
	
    4.24  
    
	
    Statutory
    requirements




 



    4.24.1  At the Tenant’s own expense, to comply in
    all respects with the provisions of all Acts, Statutory
    Instruments, Bye Laws and other regulations now in force or
    which may hereafter be in force and any other obligations
    imposed by law relating to the Demised Premises or the user
    thereof;



 



    4.24.2  To execute all works and provide and maintain
    all arrangements upon or in respect of the Demised Premises or
    the user thereof, which are directed or required (whether by the
    Landlord, Tenant or occupier) by any statute now in force or
    which may hereafter be in force or by any government department,
    local or other competent authority or duly authorised officer or
    court of competent jurisdiction acting under or in pursuance of
    any statute and to indemnify and keep the Landlord indemnified
    against all costs, charges, fees and expenses of or incidental
    to the execution of any works or the provision or maintenance of
    any arrangements so directed or required;



 



    4.24.3  Not to do in or near the Demised Premises, any
    act or thing by reason of which the Landlord may, under any
    statute, incur or have imposed upon it or become liable to pay
    any penalty, damages, compensation, costs, charges or expenses.



 


		
	
    4.25  
    
	
    Planning
    Acts and the Building Control Act




 



    4.25.1  Not to do anything on or in connection with
    the Demised Premises the doing or omission of which shall be a
    contravention of the Planning Acts or the Building Control Act
    or of any notices, orders, licences, consents, permissions and
    conditions (if any) served, made, granted or imposed thereunder
    and to indemnify (as well after the expiration of the Term by
    effluxion of time or otherwise as during its continuance) and
    keep indemnified the Landlord against all actions, proceedings,
    damages, penalties, costs, charges, claims and demands in
    respect of such acts and omissions or any of them and against
    the costs of any application for planning permission,
    commencement notices, fire safety certificates and the works and
    things done in pursuance thereof;



 



    4.25.2  In the event of the Landlord giving written
    consent to any of the matters in respect of which the
    Landlord’s consent shall be required under the provisions
    of this Lease or otherwise and in the event of permission or
    approval from any local authority under the Planning Acts or the
    Building Control Act being necessary for any addition,
    alteration or change in or to the Demised Premises or for the
    change of user thereof, to apply, at the cost of the Tenant, to
    the relevant local authority for all approvals, certificates,
    consents and permissions which may be required in connection
    therewith and to give notice to the Landlord of the granting or
    refusal (as the case may be) together with copies of all such
    approvals, certificates, consents and permissions forthwith on
    the receipt thereof and to comply with all conditions,
    regulations, bye laws and other matters prescribed by any
    competent authority either generally or specifically in respect
    thereof and to carry out such works at the Tenant’s own
    expense in a good and workmanlike manner to the satisfaction of
    the Landlord;



 



    4.25.3  To give notice forthwith to the Landlord of
    any notice, order or proposal for a notice or order served on
    the Tenant under the Planning Acts or the Building Control Act
    and if so required by the Landlord to




    

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    produce the same and at the request of the Landlord but at the
    cost of the Tenant, to make or join in making such objections or
    representations in respect of any proposal as the Landlord may
    require;



 



    4.25.4  To comply at its own cost with any notice or
    order served on the Tenant under the provisions of the Planning
    Acts or the Building Control Act;



 



    4.25.5  Not to implement any planning permission
    before it and any necessary fire safety certificates have been
    produced to and approved in writing by the Landlord (such
    approval not to be unreasonably withheld or delayed) PROVIDED
    THAT the Landlord may refuse to approve such planning
    permission or fire safety certificate on the grounds that any
    condition contained in it or anything omitted from it or the
    period referred to in it would, in the reasonable opinion of the
    Landlord, be or be likely to be, prejudicial to the
    Landlord’s interest in the Demised Premises.



 



    4.25.6  To produce to the Landlord on demand all
    plans, documents and other evidence as the Landlord may
    reasonably require in order to satisfy itself that all of the
    provisions in this covenant have been complied with.



 


		
	
    4.26  
    
	
    Statutory
    notices




 



    Within fourteen (14) days of receipt of the same (or sooner
    if requisite having regard to the requirements of the notice or
    order in question or the time limits stated therein) to produce
    to the Landlord a true copy and any further particulars required
    by the Landlord of any notice or order or proposal for the same
    given to the Tenant and relevant to the Demised Premises or the
    occupier thereof by any government department or local or public
    or statutory authority, and, without delay, to take all
    necessary steps to comply with the notice or order in so far as
    the same is the responsibility of the Tenant, and, at the
    request of the Landlord but at the cost of the Tenant, to make
    or join with the Landlord in making such objection or
    representation against or in respect of any such notice, order
    or proposal as the Landlord shall deem expedient.



 


		
	
    4.27  
    
	
    Fire and
    safety precautions and equipment




 



    4.27.1  To comply with the requirements and
    recommendations (whether notified or directed to the Landlord
    and then to the Tenant or directly to the Tenant) of the
    appropriate local authority, the insurers of the Building and
    the Landlord in relation to fire and safety precautions
    affecting the Demised Premises;



 



    4.27.2  Not to obstruct the access to or means of
    working any fire fighting, extinguishing and other safety
    appliances for the time being installed in the Demised Premises
    or in the Building or the means of escape from the Demised
    Premises or the Building in case of fire or other emergency.



 



    4.27.3  To comply at all times with the provisions of
    the Safety Health and Welfare at Work Act and (where applicable)
    to furnish the Landlord with a copy of the Safety File prepared
    pursuant thereto.



 


		
	
    4.28  
    
	
    Electro-Magnetic
    Compatibility




 



    To ensure that all electrical and electronic equipment located
    placed or installed in the Demised Premises is, insofar as it is
    reasonably practicable and foreseeable to do so, located, placed
    or installed and kept and maintained in such place and in such
    manner as to avoid or minimize electromagnetic interference,
    including malfunction in its own or in other electrical and
    electronic equipment in the Building, including in particular
    (but without prejudice to the generality of the foregoing), data
    transmission systems;



 


		
	
    4.29  
    
	
    Encroachments
    and easements




 



    Not to stop up, darken or obstruct any of the windows or lights
    belonging to the Demised Premises and not to permit any new
    window, light, opening, doorway, passage, Conduit or other
    encroachment or easement to be made or acquired into, upon or
    over the Demised Premises or any part thereof, and in case any
    person shall attempt to make or acquire any encroachment or
    easement whatsoever, to give written notice thereof to the
    Landlord immediately the same shall come to the notice of the
    Tenant, and, at the request of the Landlord but at the cost of
    the




    

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    Tenant, to adopt such means as may be reasonably required by the
    Landlord for preventing any such encroachment or the acquisition
    of any such easement.



 


		
	
    4.30  
    
	
    Reletting
    notices




 



    To permit the Landlord at all reasonable times during the last
    six (6) months of the Term to enter upon the Demised
    Premises and affix and retain without interference upon any
    suitable parts of the Demised Premises (but not so as to
    materially affect the access of light and air to the Demised
    Premises) notices for reletting the same and not to remove or
    obscure the said notices and to permit all persons with the
    written authority of the Landlord to view the Demised Premises
    at all reasonable hours in the daytime, upon prior written
    notice having been given.



 


		
	
    4.31  
    
	
    Indemnity




 



    4.31.1  To keep the Landlord fully indemnified from
    and against all actions, proceedings, claims, demands, losses,
    costs, expenses, damages and liability arising in any way
    directly or indirectly out of any act, omission or negligence of
    the Tenant or any persons in on or about the Demised Premises
    expressly or impliedly with the Tenant’s authority or the
    user of the Demised Premises or any breach of the Tenant’s
    covenants or the conditions or other provisions contained in
    this Lease;



 



    4.31.2  To effect and keep in force during the Term
    such public liability, employer’s liability and other
    policies of insurance (to the extent that such insurance cover
    is available) as may be necessary to cover the Tenant against
    any claim arising under this covenant and to extend such
    policies of insurance so that the Landlord is indemnified by the
    insurers in the same manner as the Tenant AND whenever
    required to do so by the Landlord, to produce to the Landlord
    the said policy or policies together with satisfactory evidence
    that the same is/are valid and subsisting and that all premiums
    due thereon have been paid.



 


		
	
    4.32  
    
	
    Landlord’s
    Regulations




 



    To comply with all reasonable regulations made by the Landlord
    from time to time and notified to the Tenant in writing for the
    general management and security of the Building and the Scheme
    and any other areas used in common with others.



 


		
	
    4.33  
    
	
    Window
    Blinds




 



    Not to install any window blinds or curtains in the Demised
    Premises without the prior written consent of the Landlord and
    in particular the Tenant acknowledges that it shall be the duty
    of the Tenant to comply with the requirements of the Landlord in
    relation to the style and type of window blind/curtains in the
    interests of a harmonious external appearance for the Building.



 


		
	
    4.34  
    
	
    Tenants
    Handbook




 



    To comply with and to perform and observe the requirements and
    stipulations (as same may be adjusted from time to time as
    notified by the Landlord to the Tenants for the time being of
    the Building) as set out in the Operational Manual annexed
    hereto as Appendix “A”.



 


		
	
    4.35  
    
	
    Crampton
    Avenue and Ramp




 



    To comply with all proper and reasonable regulations made from
    time to time by the owner for the time being of Crampton Avenue
    and the Ramp concerning the use by the Tenant (if such be the
    case) of Crampton Avenue and the Ramp for the purpose of gaining
    access to the Car Spaces.



 


		
	
    4.36  
    
	
    Stamp
    Duty and Value Added Tax




 



    To pay to the Landlord the stamp duty payable on this Lease and
    the counterpart thereof and to pay and indemnify the Landlord
    against any Value Added Tax payable on the delivery hereof or on
    the rents reserved herein.




    

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    5.  
    
	
    LANDLORD’S
    COVENANTS




 



    The Landlord HEREBY COVENANTS with the Tenant as follows:-



 




    5.1  Quiet
    Enjoyment
    



 



    That the Tenant paying the rents reserved by this Lease and
    performing and observing the covenants on the part of the Tenant
    herein contained, shall and may peaceably hold and enjoy the
    Demised Premises during the Term without any interruption by the
    Landlord or any person lawfully claiming through, under, or in
    trust for it.



 


		
	
    5.2  
    
	
    Building
    Services




 



    Subject to reimbursement by the Tenant of the Building Due
    Proportion of the Building Service Charge, to use all reasonable
    endeavours to provide so much of the Building Services as the
    Landlord in its reasonable discretion shall consider appropriate
    in accordance with the principles of good estate management.



 


		
	
    5.3  
    
	
    Car Park
    Services




 



    Subject to reimbursement by the Tenant of the Car Park Due
    Proportion of the Car Park Service Charge, to use all reasonable
    endeavours to provide or procure the provision of so much of the
    Car Park Services as the Landlord shall consider appropriate in
    accordance with the principles of good estate management.



 


		
	
    5.4  
    
	
    Scheme
    Services




 



    Subject to reimbursement by the Tenant of the Scheme Due
    Proportion of the Scheme Service Charge, to use all reasonable
    endeavours to provide or procure the provision of so much of the
    Scheme Services as the Landlord shall consider appropriate in
    accordance with the principles of good estate management.



 


		
	
    6.  
    
	
    INSURANCE




 


		
	
    6.1  
    
	
    Landlord
    to insure




 



    Subject to the Landlord being able to effect insurance against
    any one or more of the items referred to in this sub-clause and
    subject to reimbursement by the Tenant of the sums referred in
    paragraph 3.2 of the reddendum, the Landlord covenants with the
    Tenant to insure the following in the name of the Landlord:-



 



    6.1.1  the Building against loss or damage by the
    Insured Risks in the full reinstatement cost thereof (to be
    determined from time to time by the Landlord or his Surveyor or
    Professional Adviser) including;



 



    6.1.2  Architects, Surveyors, Consultants and other
    professional fees (including Value Added Tax thereon);



 



    6.1.3  the costs of shoring up, demolishing, site
    clearing and similar expenses;



 



    6.1.4  all stamp duty and other taxes or duties
    exigible on any building or like contract as may be entered into
    and all other incidental expenses relative to the
    reconstruction, reinstatement or repair of the Building;



 



    6.1.5  such provision for inflation as the Landlord in
    its absolute discretion shall deem appropriate;



 



    6.1.6  the loss of rent and the service charge sums
    referred to in paragraphs 3.3 to 3.5 of the reddendum, from time
    to time payable, or reasonably estimated to be payable under
    this Lease (taking account of any review of the rent which may
    become due under this Lease) following loss or damage to the
    Building by the Insured Risks, for three (3) years or such
    longer period as the Landlord may, from time to time, reasonably
    deem to be necessary, having regard to the likely period
    required for obtaining planning permission and bye law approval
    (if applicable) and any other consents and approvals for
    reinstating the Building;



 



    6.1.7  property owners, public, employer’s and
    other liability of the Landlord arising out of or in relation to
    the Building; and




    

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



 


		
	
    6.2 
    
	
    Landlord
    to produce evidence of insurance




 



    6.2.1  At the request of the Tenant, the Landlord
    shall and hereby covenants with the Tenant to produce to the
    Tenant a copy or extract duly certified by the Landlord of the
    policy/policies of such insurance and a copy of the receipt(s)
    for the last premium or (at the Landlord’s option)
    reasonable evidence from the insurers of the terms of the
    insurance policy/policies and the fact that the policy/policies
    is subsisting and in effect.



 



    6.2.2  to use reasonable endeavours to procure that
    the policy or policies of insurance effected by the Landlord
    pursuant to clause 6.1 include a tenant’s non-invalidation
    clause and a waiver of subrogation rights in favour of the
    Tenant for so long as same are reasonably available in the
    insurance market.



 


		
	
    6.3  
    
	
    Destruction
    of the Demised Premises




 



    If the Building or any part thereof is destroyed or damaged by
    any of the Insured Risks so as to render the Demised Premises
    unfit for use and occupation then:-



 



    6.3.1  unless payment of the insurance moneys shall be
    refused in whole or in part by reason of any act neglect or
    default of the Tenant or the servants agents licensees or
    invitees of the Tenant or any under-tenant or any person under
    its or their control; and



 



    6.3.2  subject to the Landlord being able to obtain
    any necessary planning permission and fire safety certificates
    and all other necessary licences, approvals and consents (in
    respect of which the Landlord shall use its reasonable
    endeavours to obtain); and



 



    6.3.3  subject to the necessary labour and materials
    being and remaining available (in respect of which the Landlord
    shall use its reasonable endeavours to obtain as soon as
    practicable);



 



    the Landlord shall lay out the proceeds of such insurance,
    (other than any in respect of the loss of rent and service
    charge sums referred to in paragraphs 3.3 to 3.5 of the
    reddendum) in the rebuilding and reinstating of the Building or
    the part or parts thereof so destroyed or damaged, substantially
    as the same were prior to any such destruction or damage (but
    not so as to provide accommodation identical in layout and
    manner or method of construction if it would not be reasonably
    practical to do so).



 


		
	
    6.4  
    
	
    Where
    reinstatement is prevented




 



    If the Landlord is prevented (for whatever reason) from
    rebuilding or reinstating the Demised Premises or the Building,
    the Landlord shall be relieved from such obligation and shall be
    solely entitled to all the insurance moneys and if such
    rebuilding and reinstating shall continue to be so prevented for
    three (3) years after the date of the destruction or damage
    and this Lease has not been terminated by frustration, the
    Landlord or the Tenant may at any time after the expiry of such
    three (3) years by written notice given to the other
    determine this demise but without prejudice to any claim by
    either party against the other in respect of any antecedent
    breach of covenant.



 


		
	
    6.5  
    
	
    Cesser of
    rent and Service Charge




 



    In case the Building or any part or parts thereof shall be
    destroyed or damaged by any of the Insured Risks so as to render
    the Demised Premises unfit for use and occupation and the
    insurance shall not have been vitiated or payment of the policy
    moneys refused in whole or in part as a result of some act or
    default of the Tenant or any under-tenant or any person under
    its or their control, then the rent first reserved by this Lease
    and the service charges referred to in Paragraph [3.3 to
    3.5] of the reddendum or a fair proportion thereof, according to
    the nature and extent of the damage sustained, shall be
    suspended until the Demised Premises or the part destroyed or
    damaged shall be again rendered fit for use and occupation and
    accessible or until the expiration of three (3) years from
    the date of the destruction or damage (whichever is the earlier)
    and any dispute regarding the cesser of rent shall be referred
    to a single arbitrator to be appointed, in default of agreement,
    upon the application of either party, by or on behalf of the




    

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    President (or other officer endowed with the functions of such
    President) for the time being of the Society of Chartered
    Surveyors in accordance with the provisions of the Arbitration
    Acts 1954 to 1980.



 


		
	
    6.6  
    
	
    Insurance
    becoming void




 



    The Tenant shall not do or omit to do anything that could cause
    any policy of insurance in respect of or covering the Demised
    Premises or the Building or such of any Adjoining Property as
    may be owned by the Landlord to become void or voidable wholly
    or in part nor (unless the Tenant has previously notified the
    Landlord and agreed to pay the increased premium) do anything
    whereby any abnormal or loaded premium may become payable and
    the Tenant shall, on demand, pay to the Landlord all expenses
    incurred by the Landlord in renewing any such policy.



 


		
	
    6.7  
    
	
    Notice by
    Tenant




 



    The Tenant shall give notice to the Landlord forthwith upon the
    happening of any event or thing which might affect any insurance
    policy relating to the Demised Premises (or in so far as the
    Tenant may be aware) the Building.



 


		
	
    7.  
    
	
    PROVISOS




 



    PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as
    follows:-



 


		
	
    7.1  
    
	
    Forfeiture




 



    Without prejudice to any other right, remedy or power herein
    contained or otherwise available to the Landlord:-



 



    7.1.1  if the rents reserved by this Lease or any part
    or parts thereof shall be unpaid for fourteen (14) days
    after becoming payable (whether formally demanded or not); or



 



    7.1.2  if any of the covenants by the Tenant contained
    in this Lease shall not be performed or observed; or



 



    7.1.3  if the Tenant and/or the Guarantor (either or
    both being a body corporate) 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 an amalgamation or reconstruction which has the
    prior written approval of the Landlord) or resolves to present
    its own winding-up petition or is wound-up (whether in Ireland
    or elsewhere) or a Receiver and Manager is appointed in respect
    of the Demised Premises or any part thereof or of the Tenant or
    the Guarantor; or



 



    7.1.4  if the Tenant and/or the Guarantor (either or
    both being an individual, or if more than one individual, then
    any one of them) has a bankruptcy petition presented against him
    or is adjudged bankrupt (whether in Ireland or elsewhere) or
    suffers any distress or execution to be levied on the Demised
    Premises or enters into composition with his creditors or shall
    have a receiving order made against him,



 



    Then and in any such case, the Landlord may at any time
    thereafter re-enter the Demised Premises or any part thereof in
    the name of the whole and thereupon the Term shall absolutely
    cease and determine but without prejudice to any rights or
    remedies which may then have accrued to the Landlord against the
    Tenant in respect of any antecedent breach of any of the
    covenants or conditions contained in this Lease.



 


		
	
    7.2  
    
	
    No
    implied easements




 



    Nothing herein contained shall impliedly confer upon or grant to
    the Tenant any easement, right or privilege other than those
    expressly granted by this Lease.



 


		
	
    7.3  
    
	
    Exclusion
    of warranty as to user




 



    Nothing contained in this Lease or in any consent granted by the
    Landlord under this Lease shall imply or warrant that the
    Demised Premises may be used under the Planning Acts or the
    Building Control Act and the Public Health Acts for the purpose
    herein authorised or any purpose subsequently authorised and the
    Tenant hereby




    

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    acknowledges and admits that the Landlord has not given or made
    at any time any representation or warranty that any such use is
    or will be or will remain a permitted use under the Planning
    Acts;



 


		
	
    7.4  
    
	
    Representations




 



    The Tenant acknowledges that this Lease has not been entered
    into in reliance wholly or partly on any statement or
    representation made by or on behalf of the Landlord, except any
    such statement or representation that is expressly set out in
    this Lease.



 


		
	
    7.5  
    
	
    Use of
    Demised Premises outside Business Hours




 



    If the Tenant shall desire, from time to time, to use the
    Demised Premises outside the Business Hours, then (subject to
    the Landlord being able to provide such staff, services and
    security for the Building, as the Landlord may, in its absolute
    discretion, consider necessary or desirable) the Tenant shall be
    entitled to use and occupy the Demised Premises and have access
    thereto on the following terms and conditions:-



 



    7.5.1  the Tenant on each occasion shall make prior
    arrangements with the Landlord or with the Surveyor or caretaker
    and shall comply with any reasonable requirements as to the use
    and occupation of the Demised Premises and the means of access
    thereto;



 



    7.5.2  the Tenant shall pay to the Landlord, on
    demand, the whole of the costs and expenses attributable to the
    provision of any staff, services and security;



 



    7.5.3  the Landlord shall not be obliged to provide
    any services to the Demised Premises or the Building if the
    Landlord shall, at any time in its absolute discretion, consider
    it impractical to do so.



 


		
	
    7.6  
    
	
    Failure
    by Landlord to Provide Services




 



    The Landlord shall not be liable to the Tenant in respect of any
    failure by the Landlord to perform any of the services referred
    to in this Lease, whether express or implied, unless and until
    the Tenant has notified the Landlord of such failure and the
    Landlord has failed within a reasonable time to remedy the same
    and then in such case the Landlord shall (subject to the
    provisions of Clause 7.7 below) be liable to compensate the
    Tenant only for actual (but not consequential) loss or damage
    sustained by the Tenant after such reasonable time has elapsed.



 


		
	
    7.7  
    
	
    Exclusion
    of Landlord’s liability




 



    The Landlord shall not, in any circumstances, incur any
    liability for any failure or interruption in any of the services
    to be provided under this Lease or for any inconvenience or
    injury to person or property arising from such failure or
    interruption due to mechanical breakdown, failure or
    malfunction, overhauling, maintenance, repair or replacement,
    strikes, labour disputes shortages of labour or materials,
    inclement weather or any cause or circumstance beyond the
    control of the Landlord or in respect of any of the services to
    be provided by the Superior Landlord in accordance with the
    terms of the Superior Lease but the Landlord shall use its
    reasonable endeavours to cause the service in question to be
    reinstated with the minimum of delay.



 


		
	
    7.8  
    
	
    Covenants
    relating to Adjoining Property




 



    Nothing contained in or implied by this Lease shall give to the
    Tenant the benefit of or the right to enforce or to prevent the
    release or modification of any covenant, agreement or condition
    entered into by any tenant of the Landlord in respect of the
    Adjoining Property.



 


		
	
    7.9  
    
	
    Effect of
    waiver




 



    Each of the Tenant’s covenants shall remain in full force
    both at law and in equity notwithstanding that the Landlord
    shall have waived or released temporarily any such covenant, or
    waived or released temporarily or permanently, revocably or
    irrevocably a similar covenant or similar covenants affecting
    other property belonging to the Landlord.




    

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    7.10  
    
	
    Applicable
    Law




 



    7.10.1  This Lease shall in all respect be governed by
    and interpreted in accordance with the laws of Ireland;



 



    7.10.2  For the benefit of the Landlord, both the
    Tenant and the Guarantor hereby irrevocably agree that the
    Courts of Ireland are to have jurisdiction to settle any
    disputes which may arise out of or in connection with this Lease
    and that accordingly any suit, action, or proceedings (together
    in this Clause referred to as “proceedings”) arising
    out of or in connection with this Lease may be brought in such
    Courts;



 



    7.10.3  The Tenant and the Guarantor hereby
    irrevocably waive any objection which they or either of them may
    have now or hereafter to the taking of any proceedings in any
    such Court as is referred to in this Clause and any claim that
    any such proceedings have been brought in an inconvenient forum
    and further irrevocably agree that any judgment in any
    proceedings brought in the Courts of Ireland shall be conclusive
    and binding upon them and may be enforced in the courts of any
    other jurisdiction;



 



    7.10.4  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;



 



    7.10.5  The Tenant and the Guarantor hereby jointly
    and severally agree that the proceedings may be served upon the
    Tenant and or the Guarantor by delivery at the Demised Premises
    or at such other address in Ireland as the Tenant and/or the
    Guarantor (as the case may be) may from time to time notify to
    the Landlord in writing for this purpose.



 


		
	
    7.11  
    
	
    Notices




 



    7.11.1  Any demand or notice required to be made,
    given to, or served on the Tenant or the Guarantor under this
    Lease shall be duly and validly made, given or served if
    addressed to the Tenant or the Guarantor respectively (and, if
    there shall in either case be more than one of them, then to any
    one of them) and delivered personally, or sent by pre-paid
    registered or recorded delivery mail, or sent by telex or
    telegraphic facsimile transmission addressed (in the case of a
    company) to its registered office, or (whether a company or
    individual) to its last known address, or (in the case of a
    notice to the Tenant and/or the Guarantor) to the Demised
    Premises;



 



    7.11.2  Any notice required to be given to or served
    on the Landlord shall be duly and validly given or served if
    sent by pre-paid registered or recorded delivery mail, or sent
    by telex telegraphic facsimile transmission addressed to the
    Landlord at its registered office;



 


		
	
    7.12  
    
	
    Disputes
    with adjoining occupiers




 



    Any dispute arising between the Tenant and other tenants or
    occupiers of the Building relating to any easement,
    quasi-easement, right, privilege or Conduit in connection with
    the Demised Premises or the Building shall be fairly and
    reasonably determined by the Landlord.



 


		
	
    8.  
    
	
    BUILDING
    SERVICE CHARGE




 



    8.1  For the purpose of this Lease, the following
    expressions shall have the following meanings:-



 



    8.1.1  “Financial Year” means the
    period from the 1st day of January in every year to the 31st day
    of December the following year or such other period as the
    Landlord may, in its absolute discretion, from time to time
    reasonably determine;



 



    8.1.2  “Estimated Building
    Expenditure” means for any Financial Year during the
    Term, such sum as the Landlord shall, from time to time, specify
    as being, in its absolute discretion, a fair and reasonable
    estimate of the Building Service Charge for the current
    Financial Year based upon a budget prepared by the Landlord and
    submitted to the Tenant Provided That the Landlord may from time
    to time during any Financial Year, as




    

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    appropriate, submit to Tenant revised budgets with respect to
    its estimate of the Building Service Charge for that Financial
    Year whereupon appropriate adjustments shall be made to such sum
    to reflect the revised budget(s);



 



    8.1.3  “Accountant” means any person
    appointed by the Landlord (including an employee of the
    Landlord) to perform the function of an accountant in relation
    to the Building Service Charge.



 



    8.2  The Landlord shall, as soon as convenient after
    the end of each Financial Year, prepare an account showing the
    Building Service Charge for that Financial Year and containing a
    fair summary of the various items comprising the Building
    Service Charge and, upon such account being certified by the
    Surveyor or Accountant (a copy of which shall be supplied to the
    Tenant), the same shall be conclusive evidence, for the purposes
    of this Lease, of all matters of fact referred to in the account;



 



    8.3  The Tenant shall pay to the Landlord on account
    of the Building Service Charge for the period commencing on the
    Service Charge Commencement Date down to the end of the
    following Financial Year and thereafter during each subsequent
    Financial Year during the Term the same percentage of the
    Estimated Building Expenditure (“the Advance Payment”)
    as that upon which the Service Charge is calculated and such
    payments shall be made by equal quarterly payments in advance on
    the Quarterly Gale Days (subject to adjustment if the Estimated
    Building Expenditure is revised as contemplated by the
    definition thereof) Provided Always that the first portion of
    the Advance Payment shall be a proportionate part of the first
    quarterly payment of the Advance Payment as notified to the
    Tenant prior to delivery of this Lease and shall be payable on
    the execution hereof in respect of the period from and including
    the Service Charge Commencement Date to the day before the
    Quarterly Gale Day following the Service Charge Commencement
    Date;



 



    8.4  If the Building Service Charge for any Financial
    Year shall:-



 



    8.4.1  exceed the Advance Payment for that Financial
    year, the excess shall be paid by the Tenant to the Landlord on
    demand; or



 



    8.4.2  be less than the Advance Payment for that
    Financial Year, the overpayment shall be credited to the Tenant
    against the next quarterly payment of the Building Service
    Charge.



 



    8.5  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.



 



    8.6  In performing its obligations contained in
    Clause 5.2, the Landlord shall be entitled, at its
    discretion, to employ agents, contractors and such other persons
    as it may think fit and to delegate its duties and powers to
    them and their fees and expenses (including VAT) shall form part
    of the Building Service Charge.



 



    8.7  The Landlord may, at its discretion, withhold,
    add to, extend, vary or make any alterations to any of the
    Building Services from time to time if the Landlord shall
    reasonably deem it desirable to do so for the more efficient
    management, security and operation of the Building, or for the
    comfort of the tenants in the Building.



 



    8.8  The provisions of this clause shall continue to
    apply notwithstanding the expiration or sooner determination of
    the Term but only in respect of the period down to such
    expiration or sooner determination, the Building Service Charge
    for that Financial Year being apportioned for the said period on
    a daily basis.



 


		
	
    9.  
    
	
    CAR PARK
    SERVICE CHARGE




 



    9.1  For the purpose of this Lease, the following
    expressions shall have the following meanings:-



 



    9.1.1  “Financial Year” means the
    period from the 1st day of January in every year to the 31st day
    of December the following year or such other period as the
    Landlord may, in its absolute discretion, from time to time
    reasonably determine;



 



    9.1.2  “Estimated Car Park
    Expenditure” means for any Financial Year during the
    Term, such sum as the Landlord shall, from time to time, specify
    as being, in its absolute discretion, a fair and reasonable
    estimate of the Car Park Service Charge for the current
    Financial Year based upon a budget prepared by the Landlord




    

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    and submitted to the Tenant Provided That the Landlord may from
    time to time during any Financial Year, as appropriate, submit
    to Tenant revised budgets with respect to its estimate of the
    Car Park Service Charge for that Financial Year whereupon
    appropriate adjustments shall be made to such sum to reflect the
    revised budget(s);



 



    9.1.3  “Accountant” means any person
    appointed by the Landlord (including an employee of the
    Landlord) to perform the function of an accountant in relation
    to the Car Park Service Charge.



 



    9.2  The Landlord shall, as soon as convenient after
    the end of each Financial Year, prepare an account showing the
    Car Park Service Charge for that Financial Year and containing a
    fair summary of the various items comprising the Car Park
    Service Charge and, upon such account being certified by the
    Surveyor or Accountant (a copy of which shall be supplied to the
    Tenant), the same shall be conclusive evidence, for the purposes
    of this Lease, of all matters of fact referred to in the account;



 



    9.3  The Tenant shall pay to the Landlord on account
    of the Car Park Service Charge for the period commencing on the
    Service Charge Commencement Date down to the end of the
    following Financial Year and thereafter during each subsequent
    Financial Year during the Term the same percentage of the
    Estimated Car Park Expenditure (“the Advance Payment”)
    as that upon which the Service Charge is calculated and such
    payments shall be made by equal quarterly payments in advance on
    the Quarterly Gale Days (subject to adjustment if the Estimated
    Car Park Expenditure is revised as contemplated by the
    definition thereof) Provided Always that the first portion of
    the Advance Payment shall be a proportionate part of the first
    quarterly payment of the Advance Payment as notified to the
    Tenant prior to delivery of this Lease and shall be payable on
    the execution hereof in respect of the period from and including
    the Service Charge Commencement Date to the day before the
    Quarterly Gale Day following the Service Charge Commencement
    Date;



 



    9.4  If the Car Park Service Charge for any Financial
    Year shall:-



 



    9.4.1  exceed the Advance Payment for that Financial
    year, the excess shall be paid by the Tenant to the Landlord on
    demand; or



 



    9.4.2  be less than the Advance Payment for that
    Financial Year, the overpayment shall be credited to the Tenant
    against the next quarterly payment of the Car Park Service
    Charge.



 



    9.5  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.



 



    9.6  In performing its obligations contained in
    Clause 5.3, the Landlord shall be entitled, at its
    discretion, to employ agents, contractors and such other persons
    as it may think fit and to delegate its duties and powers to
    them and their fees and expenses (including VAT) shall form part
    of the Car Park Service Charge.



 



    9.7  The Landlord may, at its discretion, withhold,
    add to, extend, vary or make any alterations to any of the Car
    Park Services from time to time if the Landlord shall reasonably
    deem it desirable to do so for the more efficient management,
    security and operation of the Car Park, or for the comfort of
    the users of the Car Park.



 



    9.8  The provisions of this clause shall continue to
    apply notwithstanding the expiration or sooner determination of
    the Term but only in respect of the period down to such
    expiration or sooner determination, the Car Park Service Charge
    for that Financial Year being apportioned for the said period on
    a daily basis.



 


		
	
    10.  
    
	
    SCHEME
    SERVICE CHARGE




 



    10.1  For the purpose of this Lease, the following
    expressions shall have the following meanings:-



 



    10.1.1  “Financial Year” means the
    period from the 1st day of January in every year to the 31st day
    of December the following year or such other period as the
    Landlord may, in its absolute discretion, from time to time
    reasonably determine;



 



    10.1.2  “Estimated Scheme
    Expenditure” means for any Financial Year during the
    Term, such sum as the Landlord shall, from time to time, specify
    as being, in its absolute discretion, a fair and reasonable
    estimate




    

    20








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    of the Scheme Service Charge for the current Financial Year
    based upon a budget prepared by the Landlord and submitted to
    the Tenant Provided That the Landlord may from time to time
    during any Financial Year, as appropriate, submit to Tenant
    revised budgets with respect to its estimate of the Scheme
    Service Charge for that Financial Year whereupon appropriate
    adjustments shall be made to such sum to reflect the revised
    budget(s);



 



    10.1.3  “Accountant” means any person
    appointed by the Landlord (including an employee of the
    Landlord) to perform the function of an accountant in relation
    to the Scheme Service Charge.



 



    10.2  The Landlord shall, as soon as convenient after
    the end of each Financial Year, prepare an account showing the
    Scheme Service Charge for that Financial Year and containing a
    fair summary of the various items comprising the Scheme Service
    Charge and, upon such account being certified by the Surveyor or
    Accountant (a copy of which shall be supplied to the Tenant),
    the same shall be conclusive evidence, for the purposes of this
    Lease, of all matters of fact referred to in the account;



 



    10.3  The Tenant shall pay to the Landlord on account
    of the Scheme Service Charge for the period commencing on the
    Service Charge Commencement Date down to the end of the
    following Financial Year and thereafter during each subsequent
    Financial Year during the Term the same percentage of the
    Estimated Scheme Expenditure (“the Advance Payment”)
    as that upon which the Service Charge is calculated and such
    payments shall be made by equal quarterly payments in advance on
    the Quarterly Gale Days (subject to adjustment if the Estimated
    Scheme Expenditure is revised as contemplated by the definition
    thereof) Provided Always that the first portion of the Advance
    Payment shall be a proportionate part of the first quarterly
    payment of the Advance Payment as notified to the Tenant prior
    to delivery of this Lease and shall be payable on the execution
    hereof in respect of the period from and including the Service
    Charge Commencement Date to the day before the Quarterly Gale
    Day following the Service Charge Commencement Date;



 



    10.4  If the Scheme Service Charge for any Financial
    Year shall:-



 



    10.4.1  exceed the Advance Payment for that Financial
    year, the excess shall be paid by the Tenant to the Landlord on
    demand; or



 



    10.4.2  be less than the Advance Payment for that
    Financial Year, the overpayment shall be credited to the Tenant
    against the next quarterly payment of the Scheme Service Charge.



 



    10.5  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.



 



    10.6  In performing its obligations contained in
    Clause 5.4, the Landlord shall be entitled, at its
    discretion, to employ agents, contractors and such other persons
    as it may think fit and to delegate its duties and powers to
    them and their fees and expenses (including VAT) shall form part
    of the Scheme Service Charge.



 



    10.7  The Landlord may, at its discretion, withhold,
    add to, extend, vary or make any alterations to any of the
    Scheme Services from time to time if the Landlord shall
    reasonably deem it desirable to do so for the more efficient
    management, security and operation of the Scheme, or for the
    comfort of the owners and occupiers of the Scheme.



 



    10.8  The provisions of this clause shall continue to
    apply notwithstanding the expiration or sooner determination of
    the Term but only in respect of the period down to such
    expiration or sooner determination, the Scheme Service Charge
    for that Financial Year being apportioned for the said period on
    a daily basis.



 


		
	
    11.  
    
	
    BREAK
    OPTION




 



    Notwithstanding anything else contained in this Lease, if the
    Tenant wishes to determine this Lease on the date which is the
    expiry of five years from the Term Commencement Date (“the
    Break Option Date”) it shall be entitled to do so
    PROVIDED THAT:



 



    11.1  it gives to the Landlord not less than 12
    calendar months prior notice in writing in respect of which time
    shall be of the essence;




    

    21








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    11.2  it pays to the Landlord on or prior to the Break
    Option Date a sum equivalent to 6 months rent, rates,
    service charges and insurance premiums payable hereunder as at
    the Break Option Date;



 



    11.3  it discharges all rents and other payments due
    under this Lease up to the Break Option Date;



 



    11.4 it performs and observes the covenants on its part and
    conditions herein contained;



 



    11.5  it delivers up to the Landlord on the Break
    Option Date vacant possession of the Demised Premises; and



 



    11.6 it hands back to the Landlord the original of this Lease
    free from encumbrances and all related licences (if any) and
    executes and stamps a deed of surrender of this Lease in favour
    of the Landlord.



 



    Upon compliance with all of the foregoing, all future
    liabilities of the parties hereto shall cease but without
    prejudice to the respective rights of either party to the other
    in respect of any antecedent breach of covenant.



 


		
	
    12.  
    
	
    THE
    GUARANTOR’S COVENANTS




 



    In consideration of this demise having been made at its request,
    the Guarantor HEREBY COVENANTS with the Landlord, as a
    primary obligation in the terms contained in the Sixth Schedule.



 


		
	
    13.  
    
	
    SECTION 45
    LAND ACT 1965




 



    IT IS HEREBY CERTIFIED that the Demised Premises are
    situate in the City of Dublin South.



 


		
	
    14.  
    
	
    FINANCE
    ACT CERTIFICATES




 



    14.1  IT IS HEREBY CERTIFIED that the
    transaction hereby effected does not form part of a larger
    transaction or of a series of transactions in respect of which
    the amount or value or the aggregate amount or value of the
    consideration (other than rent) exceeds €10,000.00;



 



    14.2  IT IS HEREBY FURTHER CERTIFIED for the
    purposes of the stamping of this Instrument that this is an
    instrument to which the provisions of Sections 29 and 57 of
    the Stamp Duties Consolidation Act 1999 do not apply for the
    reason that the property being leased is an existing commercial
    unit.



 


		
	
    15.  
    
	
    SECTION 29
    COMPANIES ACT, 1990




 



    IT IS HEREBY CERTIFIED for the purposes of
    Section 29 of the Companies Act 1990 that the Landlord and
    the Tenant are not bodies corporate connected with one another
    in a manner which would require this transaction to be ratified
    by resolution of either.



 



    IN WITNESS whereof the parties hereto have executed this
    Lease in the manner following and on the day and year first
    herein WRITTEN.




    

    22








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    FIRST
    SCHEDULE



 




    Building



 



    ALL THAT the premises known as Block 3 The Oval,
    Shelbourne Road, Dublin 4 shown for identification purposes only
    shaded pink on Plan numbered “5” annexed hereto but
    excluding the areas at Upper Basement and Lower Basement thereof
    save those parts of the Retained Parts located within the Upper
    Basement and/or Lower Basement thereof.




    

    23








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    SECOND
    SCHEDULE



 




    Demised
    Premises



 



    ALL THAT portion of the Building comprising part of the
    First Floor thereof and shown outlined in red on the Plan
    numbered “6” annexed hereto and including:-



 



    1. the internal plaster surfaces and finishes of all
    structural or load bearing walls and columns therein or which
    enclose the same, but not any other part of such walls and
    columns;



 



    2. the entirety of all non-structural or non-load bearing
    walls and columns therein;



 



    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. the floor finishes thereof and all carpets save that the
    lower limit of the Demised Premises shall not extend to anything
    below the floor finishes except that raised floors and the
    cavity below them shall be included;



 



    5. the ceiling finishes thereof, including all suspended
    ceilings (if any) and light fittings save that the upper limit
    of the Demised Premises shall not extend to anything above the
    ceiling finishes except that the cavity above any suspended
    ceilings shall be included;



 



    6. all window frames and window furniture and all glass in
    the windows and all doors, door furniture and door frames;



 



    7. all sanitary and hot and cold water apparatus and
    equipment and the radiators (if any) therein and all fire
    fighting equipment and hoses therein;



 



    8. all Conduits therein and exclusively serving the same;




    

    24








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    THIRD
    SCHEDULE



 




    Rights
    And Easements Granted



 



    1. The right for the Tenant and all persons expressly or by
    implication authorised by the Tenant (in common with the
    Landlord, the Superior Landlord and all persons having a like
    right) but subject to any existing or future regulations made by
    the Landlord or the Superior Landlord (as appropriate) to use
    such of the Common Parts as shall from time to time be
    designated for the Tenant’s use for all proper purposes in
    connection with the use and enjoyment of the Demised Premises.



 



    2. The free passage and running of the Utilities (subject
    to temporary interruption for repair, alteration or replacement)
    to and from the Demised Premises through the Conduits which now
    are or may at any time be in upon under, or through other parts
    of the Building, so far as any of the same are necessary for the
    reasonable use and enjoyment of the Demised Premises;



 



    3. The right of support and protection for the benefit of
    the Demised Premises as is now enjoyed from all other parts of
    the Building;



 



    4. The right for the Tenant and the occupiers and other
    bona fide users of the Demised Premises to use one Car Space
    coloured yellow on the Plan numbered “7” for the
    parking of private motor cars and for no other purpose together
    with all necessary rights of access thereto and egress therefrom
    over such route as the Landlord may, from time to time,
    determine subject to any existing or future regulations made by
    the Landlord and to the right of the Landlord from time to time,
    on giving to the Tenant not less than one month’s written
    notice, to alter the position of the space or spaces and
    designate some other space or spaces as the Landlord may, in its
    absolute discretion, determine.



 



    5. All rights easements and privileges (insofar as
    applicable) which have been granted unto the Landlord which are
    more particularly described in the Second Schedule to the
    Superior Lease.




    

    25








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    FOURTH
    SCHEDULE



 




    Exceptions
    and Reservations



 



    The following rights and easements are excepted and reserved out
    of the Demised Premises to the Landlord and the tenants and
    occupiers of the Building and all other persons authorised by
    the Landlord or having the like rights and easements:-



 



    1.  The free and uninterrupted passage and running of
    the Utilities through the Conduits which are now, or may at any
    time during the Term be in, on, under, or passing through or
    over the Demised Premises;



 



    2.  The right, at all reasonable times upon reasonable
    prior notice, except in cases of emergency, to enter (or, in
    cases of emergency or after the giving of reasonable notice
    during the Tenant’s absence, to break and enter) the
    Demised Premises in order to:-



 



    2.1  inspect, cleanse, maintain, repair, connect,
    remove, lay, renew, relay, replace with others, alter or execute
    any works whatever to or in connection with the Conduits and any
    other services;



 



    2.2  execute repairs, decorations, alterations and any
    other works and to make installations to the Demised Premises,
    the Building or the Adjoining Property or to do anything
    whatsoever which the Landlord may or must do under this Lease;



 



    2.3  see that no unauthorised erections additions or
    alterations have been made and that authorised erections
    additions and alterations are being carried out in accordance
    with any consent given herein and any permission or approval
    granted by the relevant local authority,



 



    PROVIDED THAT the Landlord or the person exercising the
    foregoing rights shall cause as little inconvenience as possible
    to the Demised Premises and shall make good, without delay, any
    damage thereby caused to the Demised Premises;



 



    3.  The right to erect scaffolding for the purpose of
    repairing or cleaning the Building and any building now or
    hereafter erected on the Adjoining Property or in connection
    with the exercise of any of the rights mentioned in this
    Schedule notwithstanding that such scaffolding may temporarily
    interfere with the proper access to or the enjoyment and use of
    the Demised Premises;



 



    4.  The right to erect and maintain signs on the
    Demised Premises and on the Building and any premises abutting
    the same advertising the sale or letting of any premises or for
    the purpose of a planning or other application in respect of the
    premises.



 



    5.  The rights of light, air, support, protection and
    shelter and all other easements and rights now or hereafter
    belonging to or enjoyed by other parts of the Building or the
    Adjoining Property;



 



    6.  Full right and liberty at any time hereafter to
    raise the height of, or make any alterations or additions or
    execute any other works to the Building or to any buildings on
    the Adjoining Property, or to erect any new buildings or
    structures of any height on the Adjoining Property or on the
    External Common Areas or any part thereof or to build into or
    immediately adjoining the Building in such a manner as the
    Landlord or the person exercising the right shall think fit
    notwithstanding the fact that the same may obstruct, affect or
    interfere with the amenity of, or access to, the Demised
    Premises or the passage of light and air to the Demised Premises
    but not so that the Tenant’s use and occupation thereof is
    materially affected;



 



    7.  The right to enter the Demised Premises (in times
    of emergency or during fire-drills) for the purpose of obtaining
    access to, or using, any of the fire escapes or routes of escape
    in the Building whether or not in existence at the date hereof.




    

    26








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    FIFTH
    SCHEDULE



 




    Rent
    Reviews



 


		
	
    1.  
    
	
    DEFINITIONS




 



    In this Schedule, the following expressions shall have the
    following meanings:-



 



    1.1  “Review Date” means each of the
    Rent Review Dates specified in the Particulars and
    “Relevant Review Dates” shall be construed accordingly;



 



    1.2  “Open Market Rent” means the
    full open market rent without any deductions whatsoever at which
    the Demised Premises might reasonably be expected to be let in
    the open market with vacant possession at the Relevant Review
    Date by a willing landlord to a willing tenant and without any
    premium or any other consideration for the grant thereof for a
    term equal to the unexpired residue of the Term or fifteen
    (15) years (whichever shall be longer), subject to break
    options at the intervals provided for in this Lease and on the
    same terms and conditions and subject to the same covenants and
    provisions contained in this Lease (other than the amount of the
    rent payable hereunder but including these provisions for the
    review of rent) and having regard to other open market rental
    values current at the Review Date in so far as the Surveyor (as
    defined in Clause 1.5 of this Schedule) may deem same to be
    pertinent to the matters under consideration by him and making
    the Assumptions but disregarding the Disregarded Matters;



 



    1.3  “Assumptions” mean the following
    assumptions (if not facts) at the Relevant Review Date:-



 



    1.3.1  that the Demised Premises are ready and
    available for immediate occupation and use by the Tenant and may
    be lawfully used by any person for any of the purposes permitted
    by this Lease and on the assumption that the Demised Premises
    are fitted out with the items specified in the Tenth Schedule
    hereto;



 



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



 



    1.3.3  that if the Demised Premises or any part or
    parts of the Building have been destroyed or damaged, they have
    been fully rebuilt and reinstated;



 



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



 



    1.3.5  that all the covenants on the part of the
    Tenant contained in this Lease have been fully performed and
    observed;



 



    1.3.6  that the Demised Premises shall be deemed to
    comprise a Gross Internal Area of 3,250.72 square feet.



 



    1.4  “Disregarded Matters” mean:-



 



    1.4.1  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 Demised Premises or any
    part thereof;



 



    1.4.2  any goodwill attaching to the Demised Premises
    by reason of the business then carried on at the Demised
    Premises by the Tenant or any permitted undertenant;



 



    1.4.3  any increase in rental value of the Demised
    Premises attributable to the existence at the Relevant Review
    Date, of any works (otherwise than in pursuance of an obligation
    under this Lease or any agreement therefor) executed by and at
    the expense of the Tenant (or any party lawfully occupying the
    Demised Premises under the Tenant) with the consent of the
    Landlord (where required under this Lease) in on or to the
    Demised Premises or any part thereof;



 



    1.5  “Surveyor” means an independent
    chartered surveyor who is experienced in the valuation and
    leasing of property similar to the Demised Premises and is
    acquainted with the market in the area in which the Demised
    Premises are located, appointed from time to time to determine
    the Open Market Rent pursuant to the provisions of this Schedule;




    

    27








Table of Contents





 



    1.6  “President” means the President
    for the time being of the Society of Chartered Surveyors and
    includes the Vice-President or any person authorised by the
    President to make appointments on his behalf;



 



    1.7  “Rent Restrictions” means the
    restrictions imposed by any statute for the control of rent in
    force on a Review Date or on the date on which any increased
    rent is ascertained in accordance with this Schedule and which
    operate to impose any limitation, whether in time or amount, on
    the collection of an increase in the rent first reserved by this
    Lease or any part thereof.



 


		
	
    2.  
    
	
    UPWARDS
    ONLY RENT REVIEW




 



    The rent first reserved by this Lease shall be reviewed at each
    Review Date in accordance with the provisions of this Schedule
    and, from and including each Review Date, the rent shall equal
    the higher of either the rent contractually payable immediately
    before the Relevant Review Date or the Open Market Rent on the
    Relevant Review Date, as agreed or determined pursuant to the
    provisions of this Schedule.



 


		
	
    3.  
    
	
    AGREEMENT
    OR DETERMINATION OF THE REVIEWED RENT




 



    The Open Market Rent at any Review Date may be agreed in writing
    at any time between the Landlord and the Tenant but if, for any
    reason, they have not so agreed, either party may (whether
    before or after the Relevant Review Date) by notice in writing
    to the other require the Open Market Rent to be determined by
    the Surveyor.



 


		
	
    4.  
    
	
    APPOINTMENT
    OF SURVEYOR




 



    In default of agreement between the Landlord and the Tenant on
    the appointment of the Surveyor, the Surveyor shall be appointed
    by the President on the written application of either party,
    such application to be made not earlier than twelve
    (12) months before and not later than twelve
    (12) months after the Relevant Review Date.



 


		
	
    5.  
    
	
    FUNCTIONS
    OF THE SURVEYOR




 



    The Surveyor shall:-



 



    5.1  at the option of the Landlord act either as an
    arbitrator in accordance with the Arbitration Acts 1954 to 1998
    or as an expert, such option to be exercised by the Landlord
    giving written notice to the President at the time of the
    Landlord’s written application to the President or, if
    application is made by the Tenant, then within seven
    (7) days of the Landlord being notified of the appointment
    of the Surveyor but if no written notice is given by the
    Landlord as aforesaid, the Surveyor shall act as an arbitrator;



 



    5.2  (if acting as an expert) invite the Landlord and
    the Tenant to submit to him, within such time limits (not being
    less than fifteen (15) working days) as he shall consider
    appropriate, a valuation accompanied, if desired, by a statement
    of reasons and such representations and cross —
    representations as to the amount of the Open Market Rent with
    such supporting evidence as they may respectively wish;



 



    5.3  within sixty (60) 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




 



    The fees and expenses of the Surveyor (if acting as an expert),
    including the costs of his nomination, shall be in the award of
    the Surveyor (but this shall not preclude the Surveyor from
    notifying both parties of his total fees and expenses
    notwithstanding the non-publication at that time of his award)
    and, failing such award, the same shall be payable by the
    Landlord and the Tenant in equal shares who shall each bear
    their own costs, fees and expenses. Without prejudice to the
    foregoing, both the Landlord and the Tenant shall each be
    entitled to pay the entire fees and expenses, due to the
    Surveyor and thereafter recover as a simple contract debt the
    amount (if any) due from the party who failed or refused to pay
    same.




    

    28








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    7.  
    
	
    APPOINTMENT
    OF NEW SURVEYOR




 



    If the Surveyor fails to give notice of his determination within
    the time aforesaid, or if he dies, or is unwilling to act, or
    becomes incapable of acting, or if, for any other reason, he is
    unable to act, either party may request the President to
    discharge the Surveyor and appoint another surveyor in his place
    to act in the same capacity, which procedure may be repeated as
    many times as necessary.



 


		
	
    8.  
    
	
    INTERIM
    PAYMENTS PENDING DETERMINATION




 



    In the event that by the Relevant Review Date the amount of the
    reviewed rent has not been agreed or determined as aforesaid
    (the date of agreement or determination being herein called
    “the Determination Date”) then, in respect of the
    period (herein called “the Interim Period”) beginning
    with the Relevant Review Date and ending on the day before the
    Quarterly Gale Day following the Determination Date, the Tenant
    shall pay to the Landlord rent at the yearly rate payable
    immediately before the Relevant Review Date, and on the
    Determination Date, the Tenant shall pay to the Landlord, on
    demand as arrears of rent, the amount (if any) by which the
    reviewed rent exceeds the rent actually paid during the Interim
    Period (apportioned on a daily basis) together with interest
    thereon at the Base Rate from the Relevant Review Date to the
    date of actual payment.



 


		
	
    9.  
    
	
    RENT
    RESTRICTIONS




 



    9.1  On each and every occasion during the Term that
    Rent Restrictions shall be in force, then and in each and every
    case:



 



    9.1.1  the operation of the provisions herein for
    review of the rent shall be postponed to take effect on the
    first date or dates thereafter upon which such operation may
    occur, and



 



    9.1.2  the collection of any increase or increases in
    the rent shall be postponed to take effect on the first date or
    dates thereafter that such increase or increases may be
    collected and/or retained in whole or in part and on as many
    occasions as shall be required to ensure the collection of the
    whole increase



 



    AND until the Rent Restrictions shall be relaxed either
    partially or wholly the rent reserved by this Lease (which if
    previously reviewed shall be the rent payable under this Lease
    immediately prior to the imposition of the Rent Restrictions)
    shall (subject always to any provision to the contrary appearing
    in the Rent Restrictions) be the maximum Rent from time to time
    payable hereunder.



 


		
	
    10.  
    
	
    MEMORANDA
    OF REVIEWED RENT




 



    As soon as the amount of any reviewed rent has been agreed or
    determined, memoranda thereof shall be prepared by the Landlord
    or its solicitors and thereupon shall be signed by or on behalf
    of the Tenant and the Landlord, and the Tenant shall be
    responsible for and shall pay to the Landlord the stamp duty (if
    any) payable on such memoranda and any counterparts thereof but
    the parties shall each bear their own costs in respect thereof.



 


		
	
    11.  
    
	
    TIME NOT
    OF THE ESSENCE




 



    For the purpose of this Schedule, time shall not be of the
    essence.




    

    29








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    SIXTH
    SCHEDULE



 


		
	
    1.  
    
	
    COVENANT
    AND INDEMNITY BY GUARANTOR




 



    The Guarantor hereby covenants with the Landlord, as a primary
    obligation, that the Tenant or the Guarantor shall at all times
    during the Term (including any continuation or renewal of this
    Lease) duly perform and observe all the covenants on the part of
    the Tenant contained in this Lease, including the payment of the
    rents and all other sums payable under this Lease in the manner
    and at the times herein specified and the Guarantor hereby
    indemnifies the Landlord against all claims, demands, losses,
    damages, liability, costs, fees and expenses whatsoever
    sustained by the Landlord by reason of or arising in any way
    directly or indirectly out of any default by the Tenant in the
    performance and observance of any of its obligations or the
    payment of any rent and other sums arising before or after the
    expiration or termination of this Lease.



 


		
	
    2.  
    
	
    GUARANTOR
    JOINTLY AND SEVERALLY LIABLE WITH TENANT




 



    The Guarantor hereby further covenants with the Landlord that
    the Guarantor is jointly and severally liable with the Tenant
    (whether before or after any disclaimer by a liquidator or
    trustee in bankruptcy) for the fulfilment of all the obligations
    of the Tenant under this Lease and agrees that the Landlord, in
    the enforcement of its rights hereunder, may proceed against the
    Guarantor as if the Guarantor was named as the Tenant in this
    Lease.



 


		
	
    3.  
    
	
    WAIVER BY
    GUARANTOR




 



    The Guarantor hereby waives any right to require the Landlord to
    proceed against the Tenant or to pursue any other remedy
    whatsoever which may be available to the Landlord before
    proceeding against the Guarantor.



 


		
	
    4.  
    
	
    POSTPONEMENT
    OF CLAIMS BY GUARANTOR AGAINST TENANT




 



    The Guarantor hereby further covenants with the Landlord that
    the Guarantor shall not claim in any liquidation, bankruptcy,
    composition or arrangement of the Tenant in competition with the
    Landlord and shall remit to the Landlord the proceeds of all
    judgments and all distributions it may receive from any
    liquidator, trustee in bankruptcy or supervisor of the Tenant
    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 of the Tenant or the Guarantor to the Landlord
    remain outstanding.



 


		
	
    5.  
    
	
    POSTPONEMENT
    OF PARTICIPATION BY GUARANTOR IN SECURITY




 



    The Guarantor shall not be entitled to participate in any
    security held by the Landlord in respect of the Tenant’s
    obligations to the Landlord under this Lease or to stand in the
    place of the Landlord in respect of any such security until all
    the obligations of the Tenant or the Guarantor to the Landlord
    under this Lease have been performed or discharged.



 


		
	
    6.  
    
	
    NO
    RELEASE OF GUARANTOR




 



    None of the following, or any combination thereof, shall
    release, determine, discharge or in any way lessen or affect the
    liability of the Guarantor as principal debtor under this Lease
    or otherwise prejudice or affect the right of the Landlord to
    recover from the Guarantor to the full extent of this guarantee:



 



    6.1  any neglect, delay or forbearance of the Landlord
    in endeavouring to obtain payment of the rents or any part or
    parts thereof and/or the amounts required to be paid by the
    Tenant or in enforcing the performance or observance of any of
    the obligations of the Tenant under this Lease;



 



    6.2  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 1881 Act have been entitled) to
    re-enter the Demised Premises;



 



    6.3  any extension of time given by the Landlord to
    the Tenant;




    

    30








Table of Contents





 



    6.4  any variation of the terms of this Lease
    (including any reviews of the rent payable under this Lease) or
    the transfer of the Landlord’s reversion or the assignment
    of this Lease;



 



    6.5  any change in the constitution, structure or
    powers of either the Tenant, the Guarantor or the Landlord or
    the liquidation, administration or bankruptcy (as the case may
    be) of either the Tenant or the Guarantor;



 



    6.6  any legal limitation, or any immunity, disability
    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;



 



    6.7  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
    under seal given by the Landlord).



 


		
	
    7.  
    
	
    DISCLAIMER
    OR FORFEITURE OF LEASE




 



    7.1  The Guarantor hereby further covenants with the
    Landlord that:



 



    7.1.1  if a liquidator or trustee in bankruptcy shall
    disclaim or surrender this Lease; or



 



    7.1.2  if this Lease shall be forfeited; or



 



    7.1.3  if the Tenant shall cease to exist



 



    THEN the Guarantor shall, if the Landlord by notice in
    writing given to the Guarantor within twelve (12) months
    after such disclaimer or other event so requires, accept from
    and execute and deliver to the Landlord a new lease of the
    Demised Premises subject to and with the benefit of this Lease
    (if the same shall still be deemed to be extant at such time)
    for a term commencing on the date of the disclaimer or other
    event and continuing for the residue then remaining unexpired of
    the Term, such new lease to be at the cost of the Guarantor and
    to be at the same rents and subject to the same covenants,
    conditions and provisions as are contained in this Lease;



 



    7.2  If the Landlord shall not require the Guarantor
    to take a new lease, the Guarantor shall nevertheless upon
    demand pay to the Landlord a sum equal to the rents and other
    sums that would have been payable under this Lease but for the
    disclaimer, forfeiture or other event in respect of the period
    from and including the date of such disclaimer, forfeiture or
    other event until the expiration of twelve (12) months
    therefrom or until the Landlord shall have granted a lease of
    the Demised Premises to a third party (whichever shall first
    occur).



 


		
	
         7.3  
    
	
    Benefit
    of guarantee




 



    This guarantee shall enure for the benefit of the successors and
    assigns of the Landlord under this Lease without the necessity
    for any assignment thereof.




    

    31








Table of Contents







    SEVENTH
    SCHEDULE



 




    Building
    Service Charge 



 


		
	
    1.  
    
	
    REPAIRS
    AND MAINTENANCE




 



    1.1  Repairing, maintaining, decorating and (where
    appropriate) cleaning, washing down, lighting, heating,
    servicing and (as and when necessary) altering, replacing,
    renewing, rebuilding and reinstating the Retained Parts;



 



    1.2  Carpeting, furnishing and equipping the Retained
    Parts as the Landlord may determine including, but not limited
    to, the provision in the main entrance halls and lift lobby
    areas of floral decorations, desks, tables, chairs and other
    fixtures and fittings.



 


		
	
    2.  
    
	
    PLANT AND
    MACHINERY




 



    2.1  Providing, maintaining, repairing, operating,
    inspecting, servicing, overhauling, cleaning, lighting and (as
    and when necessary) renewing or replacing all plant, machinery,
    apparatus and equipment within the Retained Parts from time to
    time, including, but not limited to, all boilers and items
    relating to the ventilation, heating, air conditioning and hot
    and cold water systems, the lifts, lift shafts and lift motor
    rooms and all fuel and electricity for the same and any
    necessary maintenance contracts and insurance in respect thereof.



 



    2.2  A fair and reasonable contribution towards the
    proper and reasonable costs and expenses incurred in providing,
    maintaining, repairing, operating, inspecting, servicing,
    overhauling, cleaning, lighting and (as and when necessary)
    renewing or replacing all plant, machinery, apparatus and
    equipment serving the Building in conjunction with any other
    buildings within the Scheme notwithstanding that such plant,
    machinery, apparatus and equipment may not be within the
    Retained Parts.



 


		
	
    3.  
    
	
    SECURITY
    AND EMERGENCY SYSTEMS




 



    Providing, maintaining, repairing, operating, inspecting,
    servicing, overhauling, cleaning and (as and when necessary)
    renewing or replacing all security and emergency systems for the
    Building, including, but not limited to, alarm systems, internal
    telephone and television systems, generators, emergency
    lighting, flood lighting, fire detection and prevention systems,
    any fire escapes for the Building and all fire fighting and fire
    prevention equipment and appliances (other than those for which
    a tenant is responsible).



 


		
	
    4.  
    
	
    STAFF




 



    The provision of staff (including such direct or indirect labour
    as the Landlord deems appropriate) for the
    day-to-day
    running of the installations and plant and the provision of the
    other services to the Building and for the general management,
    operation and security of the Building and all other incidental
    expenditure, including, but not limited to:



 



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



 



    4.2  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.  
    
	
    SIGNS
    ETC




 



    Providing, maintaining and renewing name boards and signs in the
    main entrance halls, lift lobby areas and any other parts of the
    Building and all directional signs and fire regulation notices
    and any flags, flag poles and television and radio aerials.



 


		
	
    6.  
    
	
    REFUSE




 



    Providing and maintaining any dustbins or other receptacles for
    refuse for the Building and the cost of collecting, storing and
    disposing of refuse.




    

    32








Table of Contents





 


		
	
    7.  
    
	
    MISCELLANEOUS
    ITEMS




 



    7.1  The provision and installation of such name
    boards of such size and design as the Landlord may in its
    absolute discretion determine in the main entrance to the
    Building and at such other locations as the Landlord may
    consider desirable;



 



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



 



    7.3  Interest, commission and fees in respect of any
    moneys borrowed to finance the provision of services and any of
    the items referred to in this Schedule;



 



    7.4  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.



 


		
	
    8.  
    
	
    INSURANCE




 



    8.1  periodic valuations of the Building for insurance
    purposes;



 



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



 



    8.3  property owner’s liability, third party
    liability and employer’s liability and such other
    insurances as the Landlord may, in its absolute discretion from
    time to time, determine;



 



    8.4  any amount which may be deducted or disallowed by
    the insurers pursuant to any excess provision in the insurance
    policy upon settlement of any claim by the Landlord.



 


		
	
    9.  
    
	
    COMMON
    FACILITIES




 



    Making, laying, repairing, maintaining, rebuilding, decorating,
    cleansing and lighting, as the case may be, any roads, ways,
    forecourts, passages, pavements, party walls or fences, party
    structures, Conduits or other conveniences and easements
    whatsoever which may belong to, or be capable of being used or
    enjoyed by the Building in common with any Adjoining Property.



 


		
	
    10.  
    
	
    OUTGOINGS




 



    All existing and future rates (including water rates) taxes,
    duties, charges, assessments, impositions and outgoings
    whatsoever (whether parliamentary, parochial, local or of any
    other description and whether or not of a capital or
    non-recurring nature or of a wholly novel character) payable by
    the Landlord in respect of the Retained Parts or any part
    thereof.



 


		
	
    11.  
    
	
    STATUTORY
    REQUIREMENTS




 



    Carrying out any works to the Building required to comply with
    any statute (other than works for which any tenant or occupier
    is responsible).



 


		
	
    12.  
    
	
    REPRESENTATIONS




 



    Taking any steps deemed desirable or expedient by the Landlord
    for complying with, making representations against, or otherwise
    contesting the incidence of the provisions of any statute
    concerning planning, public health, highways, streets, drainage
    and all other matters relating or alleged to relate to the
    Building or any part of it for which any tenant is not directly
    responsible.



 


		
	
    13.  
    
	
    MANAGEMENT




 



    13.1  The proper and reasonable fees, costs, charges,
    expenses and disbursements (including any VAT payable thereon)
    of the Landlord, the Surveyor and/or the Accountant and any
    other person employed or retained by the Landlord for or in
    connection with surveying and accounting functions, the
    collection of the rents, (including all costs and expenses
    incurred in the enforcement of same), the performance of the
    services and any other duties in and




    

    33








Table of Contents






    about the Building or any part of it relating to the general
    management, administration, security, maintenance, protection
    and cleanliness of the Building;



 



    13.2  The proper and reasonable fees and expense
    (including any VAT payable thereon) of the Landlord 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, such fees and
    expenses to include overheads and profits commensurate with the
    current market practice of property companies providing
    management services.



 


		
	
    14.  
    
	
    RESERVE
    AND/OR SINKING FUND




 



    14.1  Providing for such sums as the Landlord shall in
    its absolute 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;



 



    14.2  Providing for anticipated expenditure in respect
    of any of the services to be provided hereunder or any of the
    items in this Schedule as the Landlord shall in its absolute
    discretion consider fair and reasonable in the circumstances.



 


		
	
    15.  
    
	
    VALUE
    ADDED TAX




 



    Value Added Tax at the rate for the time being in force
    chargeable in respect of any item of expenditure referred to in
    this Schedule to the extent not otherwise recoverable by the
    Landlord.



 


		
	
    16.  
    
	
    GENERALLY




 



    Any costs and expenses (not referred to above) which the
    Landlord may incur in providing such other services and in
    carrying out such other works as the Landlord, in its absolute
    discretion, may deem desirable or necessary for the benefit of
    the Building or any part of it or the tenants or occupiers
    thereof, or for securing or enhancing any amenity of or within
    the Building, or in the interests of good estate management.




    

    34








Table of Contents







    EIGHTH
    SCHEDULE



 




    Car
    Park Services



 


		
	
    1.  
    
	
    REPAIRS




 



    Repairing and maintaining the Car Park and the car parking
    spaces, aisles and circulation areas, goods-lifts (if any) and
    all other shared facilities therein, including the maintenance,
    operation and replacement, and renewal (where necessary) of all
    any car parking equipment (including barriers, ticket issuing
    machines and ticket exit and coin acceptance machines) waste
    rooms in the Car Park, cycle facilities therein, flood gate
    barriers and associated equipment and all other shared plant and
    facilities within the Car Park save to the extent same is
    included in the Building Service Charge.



 


		
	
    2.  
    
	
    CLEANSING




 



    Cleaning the Car Park and ensuring that it retains an attractive
    and neat appearance.



 


		
	
    3.  
    
	
    SIGNS




 



    Maintaining and replacing the directional and other signs in the
    Car Park.



 


		
	
    4.  
    
	
    BARRIERS




 



    Maintaining and replacing any barriers and fencing in the Car
    Park.



 


		
	
    5.  
    
	
    LIGHTING




 



    Maintaining, repairing and replacing lighting (including
    emergency lighting) in the Car Park.



 


		
	
    6.  
    
	
    SECURITY




 



    Providing security arrangements including closed circuit TV, the
    control of traffic in the Car Park and fire safety arrangements
    for the safety of the occupiers and users of the Car Park and
    ensuring that the aisles and circulation areas within the Car
    Park are kept free of any obstruction or hindrance.



 


		
	
    7.  
    
	
    STAFF
    COSTS




 



    Discharging wages, pensions, pension premiums, and providing
    uniforms and insurance for all staff employed in connection with
    the Car Park Services.



 


		
	
    8.  
    
	
    SINKING
    FUND




 



    Providing for such sinking fund for the replacement and renewal
    of the Car Park plant and equipment including, if deemed
    appropriate, providing:-



 



    8.1  annually or at such other intervals as the
    Landlord may determine to review the cost or prospective cost of
    such replacements and renewals with a view to allowing for all
    such additional or further costs and expenditure as may be
    attributable to the differential in the value of money or
    inflationary or other like trends and changing technology as
    between one date and another;



 



    8.2  to allow for all such amounts as may be
    determined on review in computing the contribution from time to
    time to the sinking fund provided however that this clause shall
    not impose upon the Landlord any obligation to provide for or
    continue to provide for (if already established) such sinking
    fund.



 


		
	
    9.  
    
	
    STATUTORY
    COMPLIANCE




 



    Complying with all statutes, bye-laws, regulations and the
    requirements of all competent authorities and of any insurers in
    relation to the occupation and enjoyment of the Car Park which
    shall for the time being be in force.




    

    35








Table of Contents





 


		
	
    10.  
    
	
    RATES




 



    Paying all municipal rates (if any) charged on the Car Park and
    other charges which may be levied by the Local Authority on the
    Car Park.



 


		
	
    11.  
    
	
    MANAGEMENT




 



    Providing for the management of the Car Park.



 


		
	
    12.  
    
	
    CAR PARK
    ACCESS




 



    All sums properly paid by or on behalf of the Landlord towards
    the Crampton Avenue Service Charge and the Ramp Service Charge
    (both as defined in the Lease of Easements) pursuant to the
    Lease of Easements.



 


		
	
    13.  
    
	
    INSURANCE




 



    Subject to the Landlord being able to effect insurance against
    all or any one or more of the risks hereinafter specified to
    insure the Car Park plant and equipment or any part thereof
    against damage or destruction (for such risks as the Landlord
    shall reasonably determine) and for mechanical breakdown of
    plant and equipment and to insure against public liability,
    employers liability and such other risks as the Landlord may
    from time to time consider prudent and desirable and such risks
    may be covered by any policy or policies of insurance as the
    Landlord may consider appropriate.



 


		
	
    14.  
    
	
    AUDIT




 



    Employing Accountants or Auditors for auditing the Car Park
    Service Charge or providing other services in connection with
    the Car Park Service Charge.



 


		
	
    15.  
    
	
    LANDSCAPED
    AREAS




 



    Landscaping and maintaining any landscaped areas within the Car
    Park.



 


		
	
    16.  
    
	
    FURTHER
    SERVICES




 



    Providing such further or other services or amenities which the
    Landlord shall consider to be reasonable and proper and which
    are consistent with the principles of good estate management.




    

    36








Table of Contents







    NINTH
    SCHEDULE



 




    Scheme
    Service Charge



 


		
	
    1.  
    
	
    MAINTENANCE
    AND REPAIR




 



    Maintaining, repairing, cleaning, decorating and rebuilding and
    renewing (where renewal is necessary) the roads, paths, kerbs,
    bridges and perimeter walls together with any fencing within or
    abutting the Scheme.



 


		
	
    2.  
    
	
    DODDER
    WALKWAY




 



    Maintaining, cleaning and repairing and renewing (where renewal
    is necessary) any walkway abutting the River Dodder and renewing
    where necessary emergency equipment on the waters edge including
    life rings, and ropes.



 


		
	
    3.  
    
	
    CONDUITS




 



    Maintaining, cleaning, renewing (where renewal is necessary),
    repairing and keeping in good condition the sewers, drains,
    pipes, cables, ducts and other such systems for the benefit of
    the Scheme generally.



 


		
	
    4.  
    
	
    CLEANSING




 



    Cleaning the Scheme Common Areas and keeping them in good
    condition and repair and ensuring that they shall retain an
    attractive and neat appearance.



 


		
	
    5.  
    
	
    LANDSCAPING




 



    Maintaining the landscaped areas within the Scheme Common Areas.



 


		
	
    6.  
    
	
    CHIMNEY




 



    Maintaining and preserving the feature chimney within the Scheme
    Common Areas to the standard required by the competent authority
    therefore.



 


		
	
    7.  
    
	
    STREET
    FURNITURE




 



    Maintaining, repairing and replacing (where replacement is
    necessary) the street furniture within the Scheme Common Areas.



 


		
	
    8.  
    
	
    SIGNS




 



    Maintaining and replacing (where replacement is necessary) the
    directional and other signs within the Scheme Common Areas.



 


		
	
    9.  
    
	
    LIGHTING




 



    Maintaining, repairing and replacing (where replacement is
    necessary) lighting (including emergency lighting) within the
    Scheme Common Areas.



 


		
	
    10.  
    
	
    POWER
    SUPPLY




 



    Arranging for the supply of electricity within the Scheme Common
    Areas.



 


		
	
    11.  
    
	
    SECURITY




 



    Providing security arrangements including the control of
    pedestrian traffic, maintaining, repairing and replacing any
    security equipment and maintaining, operating and replacing
    (where replacement is necessary) any loudspeakers, public
    address or music broadcast systems or closed circuit television
    or the like and ensuring that the Scheme Common Areas are kept
    free from any obstruction or hindrance.




    

    37








Table of Contents





 


		
	
    12.  
    
	
    STAFF
    COSTS




 



    Discharging wages, pensions, and providing uniforms, protective
    clothing, and discharging insurance and pension premiums for all
    staff employed for the Scheme Common Areas.



 


		
	
    13.  
    
	
    SINKING
    FUND




 



    Providing for such sinking fund as the Landlord shall deem fit
    and the Landlord shall have power:-



 



    13.1  Annually or at such other intervals as the
    Landlord may determine to review the cost or prospective cost of
    any replacements and renewals (where renewal is necessary) with
    a view to allowing for all such additional or further costs and
    expenditure as may be attributable to the differential in the
    value of money or inflationary or other like trends and changing
    technology as between one date and another;



 



    13.2  to allow for all such amounts as may be
    determined on review in computing the contribution from time to
    time to the sinking fund providing however that this clause
    shall not impose upon the Landlord any obligation to provide for
    or continue to provide for if already established such sinking
    fund.



 


		
	
    14.  
    
	
    REFUSE




 



    The periodic collection removal and disposal of refuse.



 


		
	
    15.  
    
	
    STATUTORY
    COMPLIANCE




 



    Compliance with any bye-laws or statutory requirements in
    relation to the Scheme Common Areas.



 


		
	
    16.  
    
	
    RATES




 



    Discharging all municipal rates (if any) and any other charges
    which may be levied by the Local Authority in relation to the
    Scheme Common Areas.



 


		
	
    17.  
    
	
    MANAGEMENT




 



    Providing for the management of the Scheme Common Areas.



 


		
	
    18.  
    
	
    INSURANCE




 



    Subject to the Landlord being able to effect such insurance, to
    insure in respect of public liability, employer’s
    liability, professional indemnity, motor insurance, property
    loss or damage and against such other risks as the Landlord may
    from time to time consider prudent and desirable and such risks
    may be covered by any policy or policies of insurance as the
    Landlord may consider appropriate.



 


		
	
    19.  
    
	
    SERVICE
    CHARGE AUDIT




 



    Employing Accountants or Auditors for auditing the Scheme
    Service Charge or providing other services in connection with
    the Scheme Service Charge.



 


		
	
    20.  
    
	
    FURTHER
    SERVICES




 



    Providing such further or other services or amenities which the
    Landlord shall consider to be reasonable and proper and which
    are consistent with the principles of good estate management.




    

    38








Table of Contents





 




    TENTH
    SCHEDULE



 




    Schedule
    of Landlord Finishes to Demised Areas 



 


		
	
    1.  
    
	
    FLOORS




 



    Proprietary raised access floor system, medium grade,
    galvanised, fully accessible, fully adjustable screwed down
    platform floor.



 


		
	
    2.  
    
	
    CEILINGS




 



    Proprietary metal grid ceiling system, fully accessible, with
    200 mm plasterboard and skimmed finished bulk head at curtain
    walling locations.



 


		
	
    3.  
    
	
    WALLS




 



    RC and concrete block walls plastered and painted with Mist-Coat
    by the Landlord (with Tenant to apply finish coats subject to
    Landlords approval) with painted MDF skirtings and window boards.



 


		
	
    4.  
    
	
    COLUMNS




 



    Concrete columns finished with plasterboard and skimmed finish
    with three coats of vinyl matt emulsion.



 


		
	
    5.  
    
	
    AIR
    CONDITIONING




 



    A four piped fan coil system comprising in ceiling units,
    ducted, complete with fresh air supply, extract air, chilled
    water pipework and chillers, LPHW to each unit, controls etc.



 



    A ventilation extract system supplied to all toilet areas
    complete with ductwork, grilles, dampers, fire dampers and twin
    extract fans.



 


		
	
    6.  
    
	
    TOILETS




 



    The floor and wall finished in a high quality ceramic tile.
    (Wall tiles are polished).



 


			
	 	    • 
	
    Ceilings are finished in a high quality moisture resistant
    suspension system.

	 
	 	    • 
	
    Vanity shelves are formed in a high quality Angola black granite
    with top mounted Italian wash hand basin. Hard wood framed
    mirrors are mounted on mosaic back wall and recessed vanity
    lighting in bulk heads over basin.

	 
	 	    • 
	
    Cubicle system is a high specification laminate finished system
    with integral ironmongery and removable back panels for duct
    access.

	 
	 	    • 
	
    Disabled access:  These are finished in the
    same manner as the main toilet areas and equipped with all
    requisite grab rails in accordance with current regulations.




 


		
	
    7.  
    
	
    LIFTS




 



    Block One will have four 13 persons per passenger lifts. Block
    Two and Three will have three 13 passenger lifts each. These
    lifts are all fitted out with American Red Cherrywood Veneer,
    mirrors and granite floor tiles.



 


		
	
    8.  
    
	
    HEATING




 



    Gas fired central boiler plant with LPHW to four pipes
    FCU’s to the following circuits.



 


			
	 	    • 
	
    Fan coil system for each Block.

	 
	 	    • 
	
    Heater batteries located in roof mounted AHU’s for each
    block.





    

    39








Table of Contents





 


			
	 	    • 
	
    Hot water central plant located in basement boiler house.

	 
	 	    • 
	
    Under floor heating in ground floor entrance areas.




 


		
	
    9.  
    
	
    GENERAL
    OVAL FINISHES




 



    Please see attached general specification of Oval finishes.




    

    40








Table of Contents







    THE
    OVAL



 




    Finishes —
    Brief Outline Specification



 


		
	
    1.  
    
	
    3. NO
    DOUBLE HEIGHT ATRIUM ENTRANCES




 



    Honed Portuguese Mondaritz granite and German Jura Limestone
    floors with LED’s at entrances and built-in entrances mats.



 



    Honed Portuguese Moleanus Limestone and Mondaritz Granite lift
    surround cladding.



 



    Bespoke Integrated Cherrywood, granite and glass reception desks.



 



    American red Cherrywood veneer timber panelling with shadow
    joints.



 



    American red Cherrywood veneered lobby doors with concealed
    closers.



 



    Inclined double-height heat-soaked toughened planar structural
    glazing.



 



    Bespoke double curved aluminium ceilings with feature lighting.



 



    Bespoke under-floor heating.



 



    Automated pass door and frameless glass revolving doors.



 



    Bespoke American red Cherrywood wall-mounted light fittings.



 


		
	
    2.  
    
	
    Lift
    Lobbies (Upper Floors)




 



    Honed Mondaritz granite and German limestone floors.



 



    Armacoat textured “Travertine” self-colour rendered
    wall finish.



 



    American red Cherrywood veneered panelling around office
    entrance doors.



 



    American red Cherrywood veneered lobby doors with concealed
    closers.



 



    Bespoke wall mounted American red Cherrywood light fittings.



 



    Single curved decorative perforated aluminium ceilings with
    feature lighting.



 



    Bespoke stainless steel illuminated floor indicators.



 


		
	
    3.  
    
	
    Ladies
    and Gents Washrooms




 



    Polished “Angola” black granite vanity tops.



 



    Solid American red cherrywood framed mirrors on black mosaic
    backing walls.



 



    Italian porcelain basins with chromed single lever pedestal taps.



 



    Vanity bulkhead lighting overhead.



 



    Floor to ceiling Italian ceramic tiles.



 



    Wall to wall Italian ceramic floor files.



 



    Wall mounted S/S hand dryers and soap dispensers.



 



    American red Cherrywood laminate toilet cubicles with s/s
    fittings.



 


		
	
    4.  
    
	
    Primary
    Access Stairs




 



    Bespoke decorative polished S/S balustrades with solid
    Cherrywood handrails.



 



    Top quality propriety cut-pile carpeting with underlay (to be
    fitted).




    

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    High quality wall mounted lights.



 


		
	
    5.  
    
	
    Landscaping
    and Externals




 



    Feature main bridge entrance with glass and S/S balustrades and
    s/s handrails.



 



    Feature S/S and glass entrance gates with access control.



 



    Protected 19th Century restored chimney stack with feature
    lighting.



 



    Central walk through mall area to Dodder with Landscape
    Architect designed hard and soft landscaping incorporating
    granite, Staffordshire brick and bespoke surface lighting.



 



    Pressure impregnated solid Cedarwood soffits to external public
    areas.



 



    Podium amphitheatre seating with granite, glass, cedarwood and
    feature lighting.



 



    Riverwalk with landscaping and lighting onto River Dodder.



 



    German Terracotta rainscreen / bris-soleil on “drum”
    areas.



 



    External Portuguese granite & German limestone cladding.



 


		
	
    6.  
    
	
    Office
    Areas




 



    Office perimeter ceiling bulkhead detail with lighting.



 



    Armstrong Orcal perforated metal ceiling tiles.



 



    Painted MDF skirtings and window boards.



 



    Propriety metal clad raised access floors.



 



    Floor to ceiling curtain walling.



 


		
	
    7.  
    
	
    Doors




 



    All doors have ironmongery from the Vieler range, including door
    closers and handles.




    

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Table of Contents






    SIGNED, SEALED and DELIVERED by the




    Said DAVID COLGAN in the presence of:-



 



    SIGNED: DAVID COLGAN




    IN THE PRESENCE OF: JENNIFER WEIR



 



    SIGNED, SEALED and DELIVERED by the




    Said PHILIP MONAGHAN in the presence of:-



 



    SIGNED: PHILIP MONAGHAN




    IN THE PRESENCE OF: JENNIFER WEIR



 



    SIGNED, SEALED and DELIVERED by the




    Said FINIAN McDONNELL in the presence of:-



 



    SIGNED: FINIAN MCDONNELL




    IN THE PRESENCE OF: JENNIFER WEIR



 



    SIGNED, SEALED and DELIVERED by the




    Said PATRICK RYAN in the presence of:-



 



    SIGNED: PATRICK RYAN




    IN THE PRESENCE OF: JENNIFER WEIR




    

    43








Table of Contents






    PRESENT when the COMMON SEAL




    of the said TENANT was




    hereunto affixed:-



 



    ALAN COOKE






    Director



 



    DARREN CUNNINGHAM






    Director



 


 



    IN THE PRESENCE OF: MARY COLHOUN, SOLICITOR, 30 HERBERT STREET,
    DUBLIN 2



 



    SIGNED SEALED AND DELIVERED




    by the said [GUARANTOR] in




    the presence of:-



 



    Or



 



    PRESENT when the COMMON SEAL of




    the said [GUARANTOR] was hereunto affixed:



 



    ALAN COOKE






    Director



 



    TOM MAHER






    Secretary



 


 



    IN THE PRESENCE OF: MARY COLHOUN, SOLICITOR, 30 HERBERT STREET,
    DUBLIN 2




    

    44








Table of Contents







    APPENDIX
    “A”



 




    See
    Operational Manual Annexed




    

    45