**Exhibit 10.13**

** **

**LAND REGISTRY**

 
| **COUNTY DUBLIN** |   | **FOLIO 92314L (Part)** |
|-------------------|--------|-------------------------|

 

This Indenture of Lease madethe 24th day of April, 2001 between **THESCOTTISH PROVIDENT INSTITUTION** having its registered office at 6 St.Andrews Square, Edinburgh, Scotland (hereinafter called “the **Landlord**” which expression shall where thecontext so admits or requires include and be deemed to include the owner forthe time being of the immediate reversion of the premises hereby demisedexpectant on the expiry of the term hereby granted) of the First part;

 

**ZOMAXLIMITED** having its registered office at CloverhillIndustrial Estate, Clondalkin, Dublin 22 (hereinafter called the “**Tenant**” which expression shall includewhere the context so admits include the successors in title and permitted assignsof the Tenant and if the Tenant for the time being is more than one person thenit includes each of them and the Tenant’s covenants shall in such case beconstrued as made by such persons jointly and severally) of the Second Part;and

 

**ZOMAXINC.** having its registered office at 5353 Nathan Lane,Plymouth, Minnesota 554422 United States of America (hereinafter called “theGuarantor” which expression shall include and be deemed to include itssuccessors) of the Third Part; and

 

**WOODFORDBUSINESS PARK MANAGEMENT LIMITED** having its registeredoffice at 15 Clanwilliam Terrace, Dublin 2 (hereinafter called “the ManagementCompany” which expression shall include any party which shall undertake theobligations relating to the management of the Estate and the provision ofServices as herein undertaken by the Management Company and be deemed toinclude its successors and assigns) of the fourth part.

 

Witnesseth as follows:

 

**Definitions.**

 

1.             In this Lease,unless the context otherwise requires:

 

1.1           “**the Estate**” means Woodford Business Park,Santry in the City of Dublin and includes any additions or extensions theretoand any reductions or variations thereof which may be made, without in any waybeing prevented from so doing by the Tenant PROVIDED the Landlord has obtainedall necessary planning permissions and approvals together with any Utilities,Conduits and Machinery (each of which is hereinafter defined) other than anywhich exclusively serve a Lettable Area (as hereinafter defined), and anystructures required for or housing same located in the Estate for the use orbenefit of the Estate or any part or parts thereof and any Utilities, Conduitsand Machinery and structures which the Management Company in its reasonablediscretion shall from time to time install or construct in addition to or insubstitution therefor.

 

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1.2           “**Plans**” meansthe plan or plans attached hereto.

 

1.3           “**the Demised Premises**” means the premisesdemised and referred to more particularly in Part 1 of the First Schedule andincludes all buildings constructed or to be constructed thereon and where morethan one premises is demised the singular shall include the plural.

 

1.4           “**Lettable Parts**” means the parts of theEstate which are let or presently intended or at any time or time hereafter intendedto be let.

 

1.5           “**the Common Areas**” means those parts of theEstate designated and allocated for the time being by the Management Company ordesignated for the common use benefit and enjoyment of tenants of LettableParts, their invitees and licensees within the Estate and for persons using orvisiting the Estate (including without prejudice to the generality of theforegoing) common car-parking areas, landscaped areas, estate roadways andestate boundary fencing.

 

1.6           “**the Utilities**” means water, water tanks,septic tanks, soils, and waste of all kinds, gas, oil, electricity, television,fire fighting and fire prevention systems and equipment, waste disposal systemstelephone and data systems, and other services of all kinds (including plant,machinery, apparatus and equipment to operate or required for the Utilities)

 

1.7           “**the Conduits**” means the gutters, gullies,pipes, drains, sewers, watercourses, channels, trunks, ducts, flues, wires,cables and other conducting media of all kinds

 

1.8           “**the Machinery**” means all plant, machinery,apparatus and equipment required from time to time for the purposes of theEstate or any part thereof.

 

1.9           “**the Landlords Service Charge**” means theservice charges payable by the Landlord to the Management Company pursuant toits obligation in that regard in the Superior Lease.

 

1.10         “**month**”throughout means calendar month.

 

1.11         “**Surveyor**” shall include Architect where notseparately specified.

 

1.12         “**Insured Risks**” means loss or damage byfire, explosion, lightning, impact, earthquake, aircraft and other aerialdevices and articles dropped therefrom, flood, storm and tempest, riot, civilcommotion, malicious damage, bursting or overflowing of water tanks, apparatusor pipes, accidental damage andLandlord’s public liability insurance in such sums as the Landlord shallrequire from time to time, together with insurance against such additionalrisks as the Landlord shall reasonably require and which would be normal for aproperty similar to the Demised Premises.

 

1.13         “**Tenants Proportion**” means the proportionwhich the Gross Internal Floor Area of the Demised Premises (measured inaccordance with the guidance notes of the Society of Chartered Surveyors)represents of the Gross Internal Floor Area of all buildings from

 

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time to timeconstructed in Block 3 appropriately amended in the event of the Gross InternalFloor Area of the buildings in Block 3 being increased or decreased and at thedate of this Lease calculated at 67.71%.

 

1.14         “**the Superior Lease**” means Indenture ofLease of the 22nd  day ofJuly 1999 made between Salesa Trading Limited of the first part WoodfordDevelopments Limited of the second part the Management Company of the thirdpart Lombard and Ulster Banking Limited of the fourth part and the Landlord ofthe fifth part.

 

1.15         “**Block 3**” means that part of the Estate asconsists of adjoining units and surrounding common areas more particularlyshown on map 2 attached hereto and thereon edged with a red verge line.

 

1.16         “**the Internal Common Areas**” means thoseparts of Block 3 shown coloured green on map 2 attached hereto.

 

1.17         “**the Block 3 Service Charge**” means theaggregate reasonable costs expenses and outgoings paid incurred or borne by theLandlord in providing the Services for the benefit of the Internal CommonAreas, in discharging the obligations executing the works and providing theservices amenities and facilities specified in the fourth schedule hereto orall or any of them pursuant to the Landlord’s covenant in that regard containedat clause 5.4 of this Lease.

 

1.18         “**the Services**” means the services set out inthe Fourth Schedule hereto to be supplied by the Landlord to Block 3.

 

1.19         “**the Units**” means each of the units 3.2 and3.3 (including with either Unit (at the Tenant’s discretion) the buildinglinking Unit 3.2 to 3.3 together with an appropriate number of car spaces forthat Unit (as reasonably determined by the Tenant).

 

**TheDemise**

 

2.             In consideration ofthe rent hereby reserved and of the covenants on the part of the Tenant and onthe part of the Guarantor hereinafter contained the Landlord as beneficialowner hereby demises, and the Management Company hereby confirms unto theTenant ALL THAT the Demised Premises TOGETHER with the rights specified in PartII of the First Schedule therein EXCEPTING AND RESERVING as set out in theSecond Schedule hereto for the persons mentioned therein TO HOLD the same UNTOthe Tenant for the term of 25 years from the ____ day of ________, 2001YIELDING AND PAYING THEREFOR unto the Landlord yearly during the said term andso in proportion for any less period than a year the clear rent ofIR£536,687.90 (or such increased rent as may be payable in accordance with theprovisions of Clause 3 hereof) such rent(s) to be paid by equal quarterlypayments in advance on the First day of January, the First day of April, theFirst day of July and the First day of October (hereinafter called “the quarterdays”) in every year without any deduction save as required by law the firstpayment (which shall be the rent for the period from the date of commencementhereof to the next

 

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quarter day)to be made on the date hereof AND ALSO YIELDING AND PAYING as rent unto theLandlord:

 

(a)           Every amount payableby the Tenant under clause 4.2., in respect of insurances.

 

(b)           Every amount payableby the Tenant under clause 4.4 in respect of contribution to, the LandlordsService Charge.

 

(c)           Every amount payableby the Tenant under clause 4.34 in respect of contribution to the Block 3Service Charge.

 

(d)           If the Tenant shallfail to pay the rent hereinbefore reserved or all or any of the said amountshereinbefore reserved and made payable within fourteen days of the day and inthe manner herein prescribed for payment of same, interest from and includingthe fifteenth day after the day or days on which same shall have become due tothe date of actual payment shall be payable by the Tenant at a rate which shallexceed the rate from time to time payable on arrears of tax under Section 1080of the Taxes Consolidation Act 1997 or at the option of the Landlord at therate of 15%.

 

**Rent Review**

 

3.1.          In this Clauseunless the context otherwise requires.

 

3.1.1.       “Review Date” shallmean the last day of the fifth year and the last day of each subsequent fifthyear of the term hereby granted.

 

3.1.2        For the purpose ofthis clause it is hereby agreed that the expression “open market” means thefull annual rent which might be expected to be paid in respect of the DemisedPremises let as a whole as between a willing landlord and a willing tenant(which expression shall for the avoidance of doubt include the Tenant) in theopen market without any fine or premium for a term of years certain commencingon the relevant Review Date equal to the term of this Lease with full vacantpossession at the commencement of such term and on the supposition (if not afact) that the Tenant has complied with all obligations herein imposed on it(without prejudice to any of their rights or remedies in regard thereto) suchlease being on the same terms and conditions (other than as to amount of rentbut including provision for reviews as contained in this clause) as thispresent Lease and disregarding (so far as may be permitted by law) allrestrictions whatsoever relating to the recovery of rent contained in anystatute or orders rules or regulations thereunder and any directions therebygiven relating to any method of determination of rent AND assuming:

 

(a)           that the DemisedPremises are completed to the standard set out in the Specification andDrawings listed in the Sixth Schedule available with all necessary servicesoutlets and connections and are readyand fit for immediate occupation and use and for the avoidance of anydoubt disregarding all fit-out

 

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works carriedout by, for or on behalf of the Tenant and any works which the Tenant isentitled to have disregarded pursuant to clause 3.1.3 (b),

 

(b)           in the event thatthe Demised Premises or any part thereof have been destroyed or damaged by theInsured Risks that the same have been fully restored and made good,

 

(c)           that the benefit ofany planning or other consent current at the relevant review date is availablealso for such willing tenant,

 

(d)           that the willingtenant would commence paying rent immediately upon the relevant review date andthat such rent would not be discounted to reflect the absence of any rentconcession then being offered by landlords to tenants upon the grant withvacant possession of leases in the open market of premises comparable with theDemised Premises because the Tenant is by this sub-clause assumed to have beenentitled to the benefit of the Demised Premises before the relevant review datefor a period the length of which would reflect the value of any such rentconcession,

 

(e)           that no work hasbeen carried out to the Demised Premises which has diminished its rental value.

 

3.1.3        But disregarding:-

 

(a)           any affect on rentof the occupation of the Demised Premises by the Tenant and any goodwillattaching thereto on,

 

(b)           any affect on rentof any works on the Demised Premises carried out by for or on behalf of theTenant at the Demised Premises (including the variations and fit out workscarried out at the Tenant’s cost prior to the grant of this lease) other thanworks carried out by for and on behalf of the Tenant in pursuance of anobligation to the Landlord (under this Lease) other than in pursuance of anobligation to comply with statutes or directions of local authorities or otherbodies exercising powers under statute), (and for the purposes of this clausethe Tenant shall include any predecessors of the Tenant or any party lawfullyoccupying the Demised Premises)

 

3.2           The Rent payableunder this Lease shall be reviewed as at the Review Dates to the open marketrent of the Demised Premises and the Rent payable from each respective ReviewDate shall be either the Rent payable immediately preceding such Review Date(whether the same be fully recoverable or not as a result of any statute ororders rules or regulations relating to the control of rent) or the open marketrent of the Demised Premises as at such Review Date and in each case whicheveris the higher.

 

3.3           If by a date onemonth before the particular Review Date or such extended period as may beagreed by the Landlord and Tenant the Landlord and the Tenant shall not haveagreed

 

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the openmarket rent as at the particular Review Date then in that event the Landlord orthe Tenant may at any time thereafter (and after as well as before theparticular Review Date) require the rent to be determined on the basisaforesaid by a Chartered Surveyor to be appointed in accordance with sub-clause6.4 hereof.

 

3.4           The Surveyor shallact as an arbitrator and the arbitration shall be conducted in accordance withand shall be deemed to be a reference to arbitration within the meaning of theArbitration Acts 1954 to 1980 or any statutory rule or order extending,amending, modifying or replacing same from time to time.

 

3.5           The Surveyor shallbe entitled to have cognizance of all evidence of rents for comparable premisesincluding (for the avoidance of doubt) evidence of such rents determined oragreed at any time (even after the particular rent review but in respect of arent commencement or review date not later than the relevant review date underthis Lease) before the determination of the Surveyor is published.

 

3.6           In the event of theopen market rent of the Demised Premises not having been agreed or determinedprior to any Review Date for any reason whatsoever then in respect of theperiod of time (hereinafter called “the interval”) beginning with that ReviewDate and ending on the gale day immediately following the date of suchagreement or determination the Tenant shall pay to the Landlord in mannerhereinbefore provided rent at the yearly rate payable immediately before thatReview Date PROVIDED THAT at the expiration of seven days immediately followingsuch agreement or determination there shall be due as a debt payable by theTenant to the Landlord a sum of money equal to the amount whereby the Rent atthe yearly rate so agreed or determined (duly apportioned on a daily basis) forthe period of the interval shall exceed the Rent paid in respect of the saidinterval together with interest on that further sum,

 

(a)           computed on so muchof that sum as would have been payable on the relevant Review Date if therevised rent as at the relevant Review Date had then been agreed or determinedfor the period from the relevant Review Date until the date of such payment,and

 

(b)           computed on so much(if any) of that sum as would have been payable on any gale day subsequent tothe relevant Review Date if the revised rent as at such relevant review hadthen been agreed or determined for the period from such gale day until the dateof such payment in each case,

 

such interestto be computed on a day to day basis and to be assessed at such a rate as shallbe equivalent to the yield (at issue and before deduction of tax if any) on thesecurity of the Government last issued before the commencement of the currentperiod (allowance having been made in the calculation of the said yield for anyprofit or loss which may occur on the redemption of the security).  For the purpose of this paragraph therevised rent shall be deemed to have been ascertained on the date when the sameshall have been agreed between the parties or as the case may be on the date ofthe notification to the Tenant of the award of the arbitrator.

 

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3.7           If there should bein force at the commencement or during the currency of any particular relevantperiod any Statute or Order (directly or indirectly) prohibiting or restrictingan increase of rent in respect of the Demised Premises the provisions of thisclause 3 and of the within lease may nevertheless be invoked or reinvoked todetermine the rent which would but for the said prohibition or restriction bepayable during such relevant period but (if appropriate) the furtherimplementation thereof shall be suspended in effect for such period as may berequired by law.

 

3.8           When and so often asthe revised rent shall have been ascertained pursuant to the provisions of thisLease, memoranda recording the same shall thereupon be signed by or on behalfof the Landlord and the Tenant and shall be annexed to this Lease and itscounterpart and the Tenant shall be responsible for and shall pay to theLandlord the stamp duty (if any) payable on such memoranda and any counterpartthereof but the parties shall bear their own costs in relation to thepreparation and completion of such memoranda.

 

**Tenants’ Covenants**

 

4.             The Tenant HEREBYCOVENANTS with the Landlord and where so expressed the Management Company asfollows:

 

**To p****ay rentand interest**

 

4.1.1.       To pay the reservedyearly rent and/or increases in same by reason of the review thereof and anyadditional sums payable hereunder in the manner aforesaid.

 

4.1.2.       To pay the reservedinterest on the rent and the amounts or monies as herein reserved and madepayable PROVIDED that all sums due and payable under the provisions of thisclause are paid by the Tenant to the Landlord without any deduction orabatement whatsoever (save as required by law).

 

**Insurances**

 

4.2.1.       To pay to theLandlord from time to time on demand without any deduction or abatementwhatsoever (save as required by law) by way of further or additional rent theTenant’s Proportion of the reasonable and proper costs as shall from time totime be expended by the Landlord in insuring Block 3 against the Insured Risks.

 

4.2.2.       To re-imburse to theLandlord within 7 days of demand the Tenant’s Proportion of all reasonablecosts payable by the Landlord under the Superior Lease in respect of anyinsurances put in place by the Superior Landlord in respect of the CommonAreas, to include any insurances put in place covering loss of service charge.

 

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4.2.3        Subject to clause 4.2.4below not to knowingly do or omit to be done anything that would cause anypolicy of insurance in respect of or covering the Demised Premises to becomevoid or voidable wholly or in part, nor (without agreeing with the Landlord topay any associated costs) to do anything whereby any additional or abnormal orloaded premium may become payable and, on demand, to pay to the Landlord allexpenses incurred by the Landlord in renewing any such policy or on account ofany breach of this covenant.

 

4.2.4        Subject to theLandlord furnishing to the Tenant a copy of any policy of insurance effectedunder clause 5.2. hereof, to comply, at the Tenant’s own expense, with all therequirements of the Landlords’ insurers relating to the Demised Premises.

 

4.2.5        To give notice to theLandlord forthwith upon the happening of any event or thing which might affectany insurance policy relating to the Demised Premises.

 

4.2.6.       In the event of theDemised Premises or any part thereof being damaged or destroyed by any of theInsured Risks and the insurance money under any insurance policy against thesame effected by the Landlord being wholly or partly irrecoverable by reasonwholly or in part of any act or default of the Tenant then and in every suchcase the Tenant will forthwith (in addition to the said rent) pay to theLandlord the whole or (as the case may require) a fair proportion of the costsof completely rebuilding, repairing, and re-instating the Demised Premises.

 

**To pay rates/and other outgoings**

 

4.3.1.       Topay and discharge all rates taxes assessments outgoings and impositionswhatsoever (whether parliamentary parochial or otherwise and whether or not ofa capital or non recurring nature) which are now or which at anytime during theterm shall become payable in respect of the Demised Premises either by theowner or occupier thereof (excepting Landlords capital and income taxes) and toindemnify and keep indemnified the Landlord against the same or any expenses(legal or otherwise) arising out of or in connection therewith.

 

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

 

**To Contribute to Landlord’s Service Charge**

 

4.4           Within 7 days ofdemand in that regard from the Landlord, (of which there shall be four suchdemands in each year of the term hereof) to pay to the Landlord by way offurther or additional rent the Tenants’ Proportion of the Landlords’

 

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Service Chargepayable by the Landlord to the Management Company in accordance with theLandlord’s covenant in that regard in the Superior Lease.

 

**To Repair and Decorate Externally andInternally**

 

4.5.1.       To keep clean andtidy and to keep in good order repair and condition the Demised Premises andevery part thereof and all buildings thereon and all boundary walls, and otherstructures and all additions and improvements thereto and the fixtures andfittings therein and all appurtenances to the Demised Premises but excludingthe car park spaces forming part of the Demised Premises (damage by any of theInsured Risks excepted provided the Tenant has not invalidated the insurancepolicies effected by the Landlord).

 

4.5.2.       When so often asnecessary but not less often than once in every third year of the term to paintand re-decorate and treat in a good and workmanlike manner all external partsof the Demised Premises as are normally so painted or treated and if upon suchre-decoration the Tenant wishes to change the colour scheme of the externalparts of the Demised Premises the Tenant shall prior to so doing consult withthe Landlord and obtain its approval to such changed colour scheme whichapproval shall not be unreasonably withheld or delayed.

 

4.5.3.       When and as necessaryto clean all external parts of the Demised Premises so as to ensure a neat andattractive appearance at all times.

 

4.5.4.       To paint all theinside wood, metal and other parts of the Demised Premises previously orusually painted or which ought to be painted and all new buildings which may atany time during the said term be erected on and all additions to the DemisedPremises with two coats at least of good oil paint in a proper and workmanlikemanner once in every fifth year of the said tern and also during the last yearthereof (however determined) and at the same time and with every such paintingto paper whitewash distemper colour and decorate the parts of the interior ofthe Demised Premises which are usually so dealt with.

 

4.5.5.       To clean on a regularbasis, but not less than once in every 2 months, the interior and exterior ofthe windows of the Demised Premises and to keep all such windows in good orderrepair and condition.

 

**Not To Damage**

 

4.6.          Not to cause orpermit or suffer any damage to be done to any part of the Estate by any personover whom the Tenant has control and if any damage is so caused or permitted orsuffered in contravention of this covenant to pay to the Landlord, or theManagement Company as appropriate on demand the entire reasonable cost incurredin repairing such damage and in re-instating the Estate to its former statetogether with any loss and expense sustained by the Landlord by reason of suchdamage.

 

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**To comply with Statutory Provisions**

 

4.7.          At all times duringthe said term and at the Tenant’s own expense to observe and comply in allrespects with the provisions and requirements of any and every enactment (whichexpression in this sub-clause includes as well any and every Act already passedor hereafter to be passed and any order regulation and bye-law already orhereafter to be made under or in pursuance of any such Act) whether imposedupon the Landlord or the Tenant so far as they relate to or affect the DemisedPremises or any additions or improvements thereto or the user thereof or theemployment therein of any person or persons or the use of any fixturesmachinery plant or chattels for the time being affixed therein and thereuponand to execute all works and provide and maintain all arrangements which (by orunder any enactment or by any government department local authority or otherpublic authority or duly authorised Officer of Court of competent jurisdictionacting under or in pursuance of any enactment) are or may be directed orrequired to be executed provided and maintained at any time during the saidterm upon or in respect of the Demised Premises or any additions orimprovements thereto or in respect of any such employment therein of any personor persons or users thereof or of any fixtures machinery plant or chattels asaforesaid whether by the owner or occupier thereof and to indemnify theLandlord at all times against all costs charges and expenses of or incidentalto the execution of any work or the provision or maintenance of any arrangementso directed or required as aforesaid and not at any time during the said termto do or omit or suffer to be done or omitted on or about the Demised Premisesany act or thing by reason of which the Landlord may under any enactment incuror have imposed upon it or become liable to pay any penalty damagescompensation costs levy charges or expenses.

 

**Notices**

 

4.8.          Within seven days ofthe receipt of notice of the same to give full particulars to the Landlord ofany permission notice order made given or issued to the Tenant by anygovernment department or local or public authority and if so required by theLandlord to produce to it such permission notice or order or proposal of anotice or order insofar as it is the Tenant’s responsibility to do so underthis Lease AND ALSO without delay to take all reasonable or necessary steps tocomply with any such notice or order and, at the request of the Landlord but atthe cost of the Tenant (if it is reasonable for the Landlord to so require theTenant) to make or join with the Landlord in making such objection orrepresentation against or in respect of any such notice or order as theLandlord shall reasonably deem expedient.

 

**Planning**

 

4.9.1.       To comply with thePlanning Acts (which expression shall include the local Government (Planningand Development) Acts, 1963  –1998 and the Building Control Act 1990 (and any Regulations or Orders madethereunder) and all other related legislation and any enactment extension ormodification thereto together with all licences approvals consents andpermissions made thereunder or relating thereto (save in respect of anybreaches

 

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thereof whichexisted prior to the granting of this Lease other than due to the act ordefault of the Tenant).

 

4.9.2.       Not to do or omit orpermit to be done or omitted anything on to or in connection with the DemisedPremises the doing of which shall be a contravention of the Planning Acts, theBuilding Control Act or any other statutory provisions affecting the DemisedPremises or the user thereof and of any notices orders licences consentspermissions and conditions (if any) served made granted or imposed thereunderor under any enactment repealed thereby and to indemnify and to keepindemnified the Landlord (as well after the expiration of the term hereof byeffluxion of time or otherwise as during its continuance) against all actionsproceedings damages penalties costs charges claims and demands in respect ofsuch acts omissions or any of them and against the cost of any application forplanning permission, commencement notices, fire safety certificates and the works and things done inpursuance thereof.

 

4.9.3.       In the event of theLandlord giving written consent to any of the matters in respect of which theLandlord’s consent shall be required under the provisions of this Lease orotherwise (which consent whether so expressed or not shall be conditional onthe Tenant obtaining all necessary approvals, permissions, consents orlicences) and in the event of permission from any authority under the PlanningActs or the Building Control Act being necessary for any addition alteration orchange in or to the Demised Premises or for the change of user thereof theTenant shall apply at its own expense to the relevant authorities for all theconsents permissions licences approvals or fire safety certificates which maybe required in connection wherewith and shall give notice to the Landlord ofthe granting or refusal (as the case may be) of all such consents andpermissions forthwith on the receipt thereof and to carry out such works at theTenant’s own expense in substantial compliance with the same and in a good andworkmanlike manner to the reasonable satisfaction of the Landlord.

 

4.9.4.       To give noticeforthwith to the Landlord of any notice order or proposal for a notice or orderserved on the Tenant under the Planning Acts Building Control Acts or otherwiseand if so required by the Landlord to produce the same and at the request ofthe Landlord and cost of the Tenant to make or join in making such objection orrepresentations in respect of any proposal as the Landlord may require (save inrespect of any breaches which existed prior to the grant of this Lease otherthan due to the act or default of the Tenant).

 

4.9.5.       To comply at its owncost with any notice or order served on the Tenant under the provisions of thePlanning Acts and/or the Building Control Act.

 

4.9.6.       If and when calledupon so to do to produce to the Landlord or it agent architect or surveyor allsuch plans documents and other evidence as the Landlord may reasonably requirein order to satisfy itself that the provisions of this sub-clause has been compliedwith in all respects.

 

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**To****PermitEntrv**

 

4.10         To permit theLandlord and its Surveyors or agents and all persons permitted or authorised bythe Superior Lease at all reasonable times with or without workmen or others onseven days prior notice in writing being given (or at any time without priornotice in an emergency) to enter the Demised Premises or any part thereof toview the same and examine the state and condition thereof or to make any inspectionswhich may reasonably be required for the purpose of ensuring that the Tenant iscomplying in full with the terms of this Lease and to permit the same personsand (with the previous authority of the Landlord) the tenants and occupierstheir servants and agents of any other Lettable Part of the Estate or anyadjoining premises and their respective agents contractors or workmen likewiseto enter the Demised Premises as aforesaid for the purpose of executing repairsor alterations to or upon any adjoining premises or emptying cleansing,renewing, repairing or testing or maintaining any Conduits, Utilities andMachinery which cannot otherwise reasonably be executed as often as occasionshall require the Landlord procuring that persons exercising such rights shallcause as little inconvenience as possible to the Tenant and in accordance withthe Tenant’s reasonable requirements as to the times the works are carried outand having regard to the security safety and confidentiality requirements ofthe Tenant and to make good to the Tenant in a reasonable manner all damagethereby occasioned to the Demised Premises.

 

**To Remedy Breach**

 

4.11         To repair and makegood to the satisfaction of the Landlord’s Surveyor all breaches of covenantdefects and wants of reparation for which the Tenant may be liable under thecovenant herein contained of which notice shall have been given by the Landlordto the Tenant within two calendar months after the giving of such notice orsooner if requisite.

 

**Right of Entry**

 

4.12         That if the Tenantshall at any time make default in the performance of any of the covenantsherein contained in relation to the repair decoration cleansing or condition ofthe Demised Premises or any part thereof of which notice has been given asaforesaid and which default has not been rectified within a reasonable time(not less than 2 months except in case of emergency) it shall be lawful for theLandlord and or its agents and workmen and all persons permitted or authorisedby the Superior Lease (but without prejudice to the right of re-entry hereincontained) to enter upon the Demised Premises or any part thereof and at theexpense of the Tenant to carry out such repairs cleansing or decoration as maybe necessary in accordance with the covenants and provisions herein containedand the reasonable costs and expenses thereof (including any surveyors’ oragents’ or legal fees) shall be paid by the Tenant to the Landlord on demand.

 

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**Fire Precautions**

 

4.13         At all times duringthe said term to comply with the provisions of the Fire Services Act 1981 andall statutory amendments thereto and all statutory instruments, regulations andrequirements made thereunder in relation to the Demised Premises, and not toobstruct the access to or means of working any fire fighting apparatus for thetime being installed in the Demised Premises or the means of escape for fireand other emergency purposes and to comply with all requirements of the FireOfficer and the Insurers of the Demised Premises.

 

**Not to Alter**

 

4.14.1      Not without theprevious consent in writing of the Landlord (which must not be unreasonablywithheld or delayed) to make any erection addition or alteration whatsoeverstructural or otherwise to the external parts of the Demised Premises or tocarry out any development as defined by the Planning Acts as previously definedin or to the Demised Premises or to any part thereof or to alter or to changeany of the materials or architectural decorations or decorative scheme of theDemised Premises.

 

4.14.2      Not to alter, divide,cut, maim, injure or remove any of the principle or load bearing walls, floorbeams or columns of the Demised Premises nor to make any other alterations oradditions of a structural nature to the Demised Premises without obtaining theprevious consent in writing of the Landlord.

 

4.14.3      Not to make (otherthan the erection and removal of demountable partitions) any internalnon-structural alterations to the Demised Premises without the consent of theLandlord which consent shall not be unreasonably withheld or delayed.

 

4.14.4      The Landlord may as acondition of giving consent under this clause require the Tenant to enter intoreasonable covenants or undertakings as to the carrying out and insurance ofthe additions or alterations to the Demised Premises and as to theirre-instatement to their original state at the expiration or soonerdetermination of the term hereof.

 

4.14.5      To pay all reasonableand proper costs and expenses incurred by the Landlord (including legal andsurveyors fees) of or in connection with the grant of any licence or consentunder this clause.

 

PROVIDED ALWAYS thatnotwithstanding anything herein contained and otherwise than as provided atclause 4.19 hereof the Landlord’s consent shall be not required for theblocking up of any openings so as to create two separate buildings out of theDemised Premises (it being the intention of the parties that on suchsub-division the link building between Units 3.2 and 3.3 may be included witheither Unit 3.2 or 3.3 at the Tenant’s absolute discretion).  All such works as shall be required for thepurpose of creating two separate buildings out of the Demised Premises shallcomply with all statutory requirements and the Tenant shall furnish evidence ofsuch compliance by way of Architect’s Certificates of Compliance on completionof the works.

 

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**Not to AlterUtilities**

 

4.15         Not without theprevious consent in writing of the Landlord (which shall not be unreasonablywithheld or delayed) at any time during the said term to install or make anyalteration or addition to or alter or interfere with the Utilities Conduits andMachinery (save as may be necessary to create two separate units as referred toat clause 4.14 and that any such works shall comply with the reasonablerequirements of the Landlord).

 

**No Auctions**

 

4.16         Not to permit orsuffer any sale by auction to be held within or upon the Demised Premises.

 

**Nuisance**

 

4.17         Not to do nor permitnor suffer to be done in or upon the Demised Premises or any part thereof orany part of the Estate anything which shall or may be or become or cause anuisance damage annoyance material inconvenience disturbance injury or dangerto the Landlord or the owners, tenants or occupiers of any other part of theEstate or any premises in the neighbourhood and not to permit suffer or allowany odours vapours steam water vibrations noises or other undesirable effectsto emanate from the Demised Premises or from any equipment or installationtherein into other portions of the Estate and to keep the Landlord fully andeffectually indemnified against all actions proceedings costs damages expensesclaims and demands whatsoever arising out of or in consequence of any breach ornon-observance of this covenant.

 

**Unauthorised User**

 

4.18.1      Not at any time to usethe Demised Premises or any part thereof or allow the came to be used for anypublic meeting exhibition or entertainment or for any illegal or immoralpurpose or for any noisy or offensive trade or business or occupation or forresidential purposes or for any purpose which shall not be fully authorisedunder the Planning Acts.

 

4.18.2      Not to use the DemisedPremises or any part thereof for gambling, betting, gaming or wagering or as abetting house, or as a club or for the sale of beer, wines and spirits and notto play or use any musical instrument record player, loud speaker or similarapparatus in such a manner as to be audible outside the Demised Premises.

 

4.18.3      Not to keep in or onthe Demised Premises any article or thing which is dangerous, offensive, undulycombustible or inflammable, radioactive or explosive or which unduly increasesthe risk of fire or explosion.

 

**Assignment**

 

4.19.1      Not to assign,transfer, underlet, charge, hold on trust for another or part with thepossession or occupation of the Demised Premises or any part thereof or sufferany

 

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person tooccupy the Demised Premises or any part thereof as a licensee or as concessionaire **BUT SO THAT NOTWITHSTANDING** the foregoing the Landlord shall(subject to compliance with the provisions of **Clause6.7**) not unreasonably withhold its consent to:

 

(a)           an assignment ortransfer or underletting of the entire of the Demised Premises; and

 

(b)           an assignment,transfer or underletting of a Unit individually

 

(c)           (other than asprovided for at sub-clause (b) above) underlettings or licensing of the entireor parts of the Demised Premises PROVIDED that no underlessee of part only ofthe Demised Premises shall acquire renewal rights.

 

On the occasion of theassignment of the first Unit separately the Tenant, the Landlord and theassignee of the Unit shall enter into a Deed providing that on the assignmentthe covenants and conditions herein contained shall apply separately to eachUnit and that each Unit shall be deemed to be held under a separate Lease inwhich all references to the Demised Premises will be references to that Unitand the rent payable hereunder and all other sums hereby reserved shall beapportioned between the Units on a pro rata basis (based on the gross internalfloor area of each Unit and the number of car spaces allocated to the Unit).

 

4.19.2      In the following **Clauses (a), (b), (c) and (d)** the word“assignment” shall include any assignment, transfer, under-letting, partingwith the possession or occupation or the suffering of any person to occupy theDemised Premises or any part thereof as a licensee or concessionaire and theword “assignee” shall be construed accordingly:

 

(a)           the Landlord and theTenant agree that in the case of an assignment to a limited liability companywhich would not be an acceptable tenant on its own to a landlord actingreasonably it shall be reasonable for the Landlord to require that an adequatesurety (or if necessary sureties) of standing satisfactory to the Landlordshall join in such consent as aforesaid as guarantor or guarantors for suchcompany in order to covenant (if more than one jointly and severally) with theLandlord as guarantor or sureties that such company will pay the rent and theperform and observe the said covenants and indemnify and save harmlessthe-Landlord against all loss damage costs and expenses arising by reason ofany default by the Tenant and such covenant shall further provide in the usualform that any neglect or forbearance of the Landlord shall not release orexonerate the guarantor or guarantors and shall further provide that if thereshould be a disclaimer of these presents by the company or on its behalf or adissolution of the company then if so required by the Landlord within threemonths of such disclaimer or dissolution the guarantor or guarantors shallaccept a new Lease of the Demised Premises for the residue then un-expired ofthe term hereby granted and at the rent payable and subject to the sametenant’s covenants and to the same provisos and conditions as those in forceimmediately before such disclaimer or dissolution and such guarantee to begranted at the cost of the guarantor or 

 

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guarantors inexchange for a counterpart duly executed by the guarantor or guarantors as thecase may be;

 

(b)           the Tenant shallprior to any assignment apply in writing to the Landlord for consent thereto andgive all reasonable information concerning the proposed assignee as theLandlord may require;

 

(c)           the Landlord’sconsent to any such assignment shall be given in writing either under the handof an officer of the Landlord or under its seal;

 

(d)           in the case of anunder-lease of the Demised Premises such under-lease shall reserve the fullrack rent then payable (not being less than the level of rent payable underthis Lease) of the Demised Premises and if required by the Landlord theunder-lessee shall enter into a direct covenant with the Landlord to performand observe all the covenants (other than that for payment of the rent andother sums hereby reserved ) and conditions herein contained insofar as theyrelate to the premises sub-demised and every such under-lease shall also besubject to the following conditions, that is to say that it shall contain:

 

(i)            an unqualifiedcovenant on the part of the under-lessee not to assign under lessee or partwith or share the possession of part only of the premises thereby demised;

 

(ii)           a covenant on thepart of the under-lessee not to assign under-let or part with, or share thepossession of the whole of the premises thereby demised without obtaining theprevious consent in writing of the Landlord which consent shall not beunreasonably withheld or delayed.

 

(iii)          the rent payableunder any sub-leases shall be disregarded for the purposes of review of therent under this Lease.

 

(iv)          a covenant that anyunder-leases granted out of such under-lease whether immediately or immediatelyshall contain provisions similar to those hereinbefore in this **sub-clause 4.19.2(d)** contained; and

 

(v)           covenants andconditions in the same terms as nearly as circumstances admit as thosecontained in this Lease,

 

**AND** it is herebydeclared that in this **sub-clause 4.19.2(d)**the expression “under lease” shall include an under-letting as well (in anappropriate case) as a sufferance of any person to occupy the Demised Premisesor any part thereof as licensee or as concessionaire and the expression“under-lessee” shall be construed accordingly;

 

(f)            within fourteendays of every such assignment or underletting the Tenant shall give noticethereof in writing with particulars to the Landlord’s Solicitors or

 

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ManagingAgents and shall furnish them with a certified copy of such instrument or otherevidence of devolution of title and shall pay to the Landlord’s Solicitorstheir reasonable costs in connection with such assignment;

 

**Change of Use**

 

4.20         Not without the priorconsent in writing of the Landlord or its Agent thereunto lawfully authorised(which consent shall not be unreasonably withheld or delayed) to use or permitor suffer or allow the Demised Premises or any part or parts thereof to be usedfor any purpose other than that as set out in Part III of the First Schedulehereto PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that upon anyapplication by the Tenant or any under-tenant of the Tenant for liberty toalter or change the aforesaid permitted user of the Demised Premises theLandlord shall not unreasonably withhold or delay its consent to such proposedchange of user.

 

**Signs and Posters**

 

4.21         Not without theprevious consent (which consent shall not be unreasonably withheld or delayed)in writing of the Landlord and only then in such location upon the DemisedPremises as shall have previously been agreed with the Landlord to affix orlocate such signage as the Landlord shall have previously approved strictlysubject to the Tenant having obtained all necessary planning permissions andconsents in respect thereof.  The Tenantshall keep all signage erected upon the Demised Premises in good order, repairand condition clean neat, tidy and properly lighted and shall without delay makegood any damage thereto.

 

**Not to Obstruct orDamage the Common Areas**

 

4.22.1      Not under anycircumstances to obstruct or permit any obstruction to be placed upon theCommon Areas and not to store leave or deposit any goods or refuse in theCommon Areas.

 

4.22.2      Not under anycircumstances to use the Common Areas or any part thereof for the purpose ofloading or unloading vehicles and not to park or permit to be parked anyvehicle in the Common Areas.

 

4.22.3      To ensure that allpersons coming to the Demised Premises park their vehicles within the confinesof the Demised Premises and not on any part of the Common Areas other thanthose parts specifically designated for car parking.

 

4.22.4      Not to damage or topermit any damage to be done to any part of the Common Areas by any tenant,occupier, agent, invitee, servant, employee, supplier or other person availingof the Demised Premises and should any damage be done to the Common Areasattributable to any act, default, neglect or omission on the part of any of theaforesaid resulting from the breach of the provisions of this covenant then theTenant shall be wholly responsible for all reasonable and proper costs andexpenses incurred by the

 

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Landlord orthe Management Company in making good any damage to the Common Areas.

 

4.22.5      Not to discharge intoany Conduits any oil or grease or any noxious or deleterious effluent orsubstance whatsoever which may cause an obstruction or is a source of damage orwhich injures the Conduits or the drainage system of the Demised Premises orthe Estate.

 

**Dangerous Materials**

 

4.23         To observe allstatutory provisions contained in any regulations made by any duly constitutedauthority or reasonable regulation made by the Landlord or contained in anypolicy of insurance relating to the Demised Premises with regard to the storageand use of petrol gas and other explosive or inflammable oils or substances.

 

**Indemnity**

 

4.24.1      Fully and effectuallyto indemnify the Landlord from and against the breach non performance andnon-observance by the Tenant of any of the covenants and conditions on theTenant’s part or the provisos or stipulations herein contained and intended tobe performed or observed by the Tenant and against the breach non-performanceand non observance of any of the reasonable rules and regulations made pursuantto the provisions of this Lease and against all actions costs claims andexpenses and demand whatsoever or howsoever arising in respect of or inconsequence (whether direct or indirect) of any such breach non-performance ornon-observance as aforesaid.

 

4.24.2      To indemnify and keepindemnified the Landlord from and against all and any actions expenses costclaims demands and damages and other liabilities whatsoever in respect ofinjury or death of any person or damage to any property arising directly orindirectly out of,

 

(a)           the state of repairor condition of the Demised Premises insofar as it is the Tenant’sresponsibility under this Lease to repair same.

 

(b)           the making orexistence of any alterations to the Demised Premises by or for the Tenant orthe state or repair or condition of such alteration.

 

(c)           the user of theDemised Premises.

 

(d)           any work carried outor in the course of being carried out on the Demised Premises by or for theTenant.

 

(e)           anything now orhereafter attached to or projecting from the Demised Premises (other than itemsattached by the Landlord or other parties).

 

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(f)            any act omission ornegligence of the Tenant or any person in or about the Demised Premisesexpressly or impliedly with the Tenants’ authority.

 

4.24.3      The Tenant shalleffect and maintain in force during the term of this Lease such policy orpolicies of insurance as shall provide adequate insurance cover in respect ofthe indemnities covenanted for by the Tenant in sub-clause 4.24.2 of thisLease.  The Tenant shall furnish whenand as requested and within a reasonable period of time of such request copiesof all up-to-date insurance policies effected by the Tenant pursuant to theprovisions of this clause together with evidence that the premium in respectthereof has been discharged up-to-date.

 

**Stamp Duty and V.A.T.**

 

4.25         The Tenant shall payon the execution hereof any Value Added Tax payable or exigible on theexecution or delivery of this Lease and all other sums payable by the Tenanthereunder (on receipt of a valid VAT invoice) and shall discharge the stampduty payable thereon and on aCounterpart and all registration fees.

 

**Storage of refuse**

 

4.26         The Tenant shallstore all domestic and industrial refuse as may emanate from its user of theDemised Premises in sealed refuse containers of a standard to be acceptable tothe Landlord such standards to be dependent upon the refuse emanating from theuser of the Demised Premises.  TheTenant shall store such containers in such part of the Demised Premises or theCommon Areas as the Landlord may reasonably require and shall in addition providesuch fencing around such containers as the Landlord may reasonably requireshould the Landlord be of the opinion (held reasonably) that the contents ofsuch containers should be securely stored so as to avoid theft thereof.  The Tenant shall also provide decorativefencing around such containers to maintain a neat and tidy appearance.  The Tenant shall also on a regular basis tobe determined from tithe to time by the Landlord (again having regard to thevolume and type of waste produced) cause to be removed by a reputable refusecollectors, all refuse stored in such containers.  The Tenant shall not under any circumstances store refuse looselyoutside buildings on any part of the Demised Premises.

 

**Indemnity re. Breach of the Superior Lease**

 

4.27         The Tenant agrees toindemnify and to keep indemnified the Landlord from and against all actions,costs, damages, claims or expenses which may be incurred or borne by theLandlord resulting from the Landlord being placed in breach of the SuperiorLease such breach resulting directly from the breach by the Tenant of any ofthe covenants and conditions on the Tenants part herein contained to beobserved and performed.

 

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**Conveyancing Act**

 

4.28.1      To pay to the Landlordall reasonable and properly incurred costs charges and expenses (includinglegal costs and fees payable to a Solicitor, Surveyor, Architect or otheragent) which may be incurred or payable by the Landlord:-

 

4.28.1.1        In any proceedingsrelating to the Demised Premises under Section 14 of the Conveyancing and Lawof Property Act 1881 or any section or sections of any amending of substitutedenactment (whether or not any right of re-entry or forfeiture has been waivedby the Landlord or the Tenant has been relieved under the provisions of thesaid Act) or in connection with or in contemplation of any application to anyplanning or other relevant authority or of any other application to theLandlord for any consent pursuant to the covenants herein contained (whethersuch consent is granted or not) and to keep the Landlord fully and effectuallyindemnified against all costs, expenses, claims and demands whatsoever inrespect of the said applications, consents and proceedings or,

 

4.28.1.2        In relation to thepreparation and service of all notices and schedules relating to the wants ofrepair for which the Tenant is liable whether served during or after the termhereof (but relating in all cases only to such wants of repair that accrued notlater than the expiration or sooner determination of the term hereof) or inconnection with the recovery or attempted recovery of arrears of rent or othersums payable under this Lease or in procuring the remedying of any breach ofcovenant by the Tenant or in relation to any other action taken at the requestof the Tenant.

 

**To Yield Up**

 

4.29         At the expiration orsooner determination of the said term peaceably and quietly to yield up theDemised Premises (and if so required by the Landlord the Tenant shall reinstatethe Demised Premises to its state and condition as set out in the specificationand drawings listed in the Sixth Schedule) together with all additions andimprovements made thereto and in such state and condition as shall in allrespects be consistent with a full and due performance by the Tenant of the covenantscontained in this Lease and any licence or consent granted pursuant to theprovisions hereof, together with all fixtures and fittings (other than trade ortenant fixtures and fittings) affixed by the Tenant which during the said termmay be affixed or fastened to or upon the Demised Premises (tenants or tradefixtures and fittings only excepted) and making good any damage or defects orwants of decoration resulting from the removal of the Tenants fixtures andfittings to the Landlord’s reasonable satisfaction, and in case any of theLandlord’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 andif reasonably so required by the Landlord to remove and make good to theoriginal prevailing condition all alterations or additions made to the DemisedPremises by the Tenant without the consent of the Landlord.

 

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**Right to affix re-letting Notices**

 

4.30         To permit theLandlord or its agents at any time within six calendar months before theexpiration or sooner determination of the said term (PROVIDED the Tenant hasnot served notice of intention to claim renewal rights) to enter upon theDemised Premises and to affix and retain without interference upon any suitablepart or parts thereof a notice board or bill for re-letting or selling the sameand that the Tenant will not remove or obscure the same and will permit allpersons authorised in writing by the Landlord or its agents to view the DemisedPremises at all reasonable hours in the day time without interruption

 

**Reversionary Interest**

 

4.31         To permit theLandlord or any superior Landlord or its or their agents at all reasonabletimes by prior appointment during the term of this Lease upon giving reasonablenotice in writing to enter the Demised Premises with prospective purchaserstheir agents and advisers of its reversionary interest to enable prospectivepurchasers to view the same.

 

**Notice of Damage**

 

4.32         In the event of theDemised Premises or any part thereof being damaged or destroyed by any of theInsured Risks to give immediate notice to the Landlord.

 

**Not to suspend or overload**

 

4.33         Not to suspend orpermit or suffer to be suspended any heavy load from the ceilings or mainstructure of the Demised Premises nor to load nor to use nor to permit orsuffer to be loaded or used the floor or structure of the Demised Premises inany manner which would in any way impose a weight or strain in excess of thatspecified from time to time by the Landlord (acting reasonably) with due marginfor safety or which would in any way strain or interfere with the supports ofthe Demised Premises.

 

**To pay the Block 3 Service Charge**

 

4.34         To pay to theLandlord by way of further or additional rent the Tenant’s Proportion of theBlock 3 Service Charge for the Services and other matters provided for andundertaken by the Landlord as set out in the Fourth Schedule as relate to theInternal Common Areas in accordance with the provisions of the Fifth Schedulehereto without any deductions or abatements whatsoever (save as required bylaw) together with VAT payable thereon.

 

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**5.**             **THE LANDLORD HEREBY COVENANT’S WITH THE TENANT AS FOLLOWS:**

 

**Quiet Enjoyment:**

 

5.1           That so long as theTenant pays the rent and other sums hereby reserved and made payable andobserves/and performs the Tenant’s covenants and the conditions of this Leasethe Tenant may hold and enjoy the Demised Premises and the rights herebygranted peaceably during the term of this Lease without any interruption by theLandlord or any person lawfully claiming under or in trust for the Landlord;

 

**Insurance:**

 

5.2.1        To maintain or causeto be maintained insurance in respect of the Demised Premises and , Block 3including fixtures and fittings (other than tenant’s and trade fixtures) in aninsurance office of repute against loss or damage by the Insured Risks in thefull reinstatement cost thereof including:-

 

•                          architects,surveyors, consultants and other professional fees (including VAT thereon);

 

•                          thecosts of shoring up, demolishing, site clearing and similar expenses;

 

•                          allstamp duty and other taxes or duties exigible on any building or like contractas may be entered into and all other incidental expenses relative to thereconstruction reinstatement or repair of the Demised Premises and Block 3.

 

•                          suchprovision for inflation as the Landlord in its reasonable discretion shallconsider appropriate.

 

•                          propertyowners, employers and other liability of the Landlord arising out of and inrelation to the Demised Premises and Block 3.

 

•                          suchother insurances as the Landlord may in its reasonable opinion from time totime, deem necessary to effect:-

 

•                          the lossof rent and service charges (including those payable in respect of the SuperiorLease) from time to time payable under this Lease following loss or damage tothe Demised Premises by the Insured Risks for 3 years.

 

5.2.2        In case of loss ordamage to the Demised Premises or any part of Block 3 by or from any of theInsured Risks to cause all insurance money (other than for loss of rent or inrespect of property owner’s liability) received by the Landlord to be appliedin reinstating the Demised Premises and the rest of Block 3 as-‘quickly asreasonably practicable in substantially the same form as it was prior to suchdamage or destruction with such changes thereto which the Landlord may beobliged to make but the Landlord shall use all reasonable endeavours toreconstruct the premises of quality and size at least equal to that whichexisted before the damage or destruction (and, in the event of the DemisedPremises as constructed is smaller, the rent will be reduced pro-rata), and inthe event that the insurance proceeds are insufficient for the purposes of suchreinstatement to make up any shortfall from the Landlords’ own monies.

 

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Provided however that the Landlord shall not be obliged to reinstatethe Demised Premises under this sub-clause if the policy or policies ofinsurance has or have been vitiated or avoided or where theinsurance monies have been withheld in part or in whole because of acts neglector defaults of the Tenant its servants or agents or those whom the Tenant allowsto come on to the Demised Premises unless the Tenant has complied with itsobligation pursuant to clause 4.2.6:

 

Providedfurther that in the event of the Landlord being unable to so reinstate theDemised Premises due to refusal of planning or other approvals consents orlicences the Tenant agrees to surrender this Lease when called upon by theLandlord so to do;

 

5.3           To produce to theTenant when reasonably requested relevant particulars or an insurancecertificate in respect of the policy relating to any insurance effected under **Clause 5.2.1**and a copy of the receipt or other evidence of payment for thecurrent premium and procure that at all times, either the insurers have issueda subrogation waiver in favour of the Tenant or (only if a subrogation waiveris not available in the market) the Tenant’s interest is noted on the insurancepolicy (but with a note that all monies will be payable to the Landlord) andthat the policy contains a tenant’s non-invalidation clause.

 

**To Provide Services**

 

5.4           Subject to paymentby the Tenant of its due proportion of the Block 3 Service Charge attributableto the Demised Premises calculated in accordance with the provisions of theFifth Schedule, at all time throughout the term of this Lease and so far as theLandlord considers necessary to execute provide or make available the Servicesin an efficient manner in accordance with the principles of good estatemanagement at a reasonable and competitive price PROVIDED ALWAYS that inperforming its obligations hereunder the Landlord shall be entitled in itsdiscretion to employ Agents, Contractors (including Independent Contractors) orsuch other persons as the Landlord may reasonably from time to time think fitto provide any one or more of its obligations hereunder PROVIDED FURTHER:-

 

5.4.1        That the Landlordshall be entitled to cease to provide any Service as set forth in the FourthSchedule hereto if any Service shall in the reasonable opinion of the Landlordafter consultation with the Tenant cease to be for the benefit of the Tenant orBlock 3, or has become due to technological change obsolete or redundant.

 

5.4.2        That the Landlordshall not be liable for any loss or damage arising from any failure or delaydue to war, civil commotion, strike, lock-out, labour, dispute, shortage oflabour or materials, inclement weather or other reasonable cause or causesbeyond the control of the Landlord and, PROVIDED that the Landlord has takenall reasonable preventative measures and measures to minimise the affect ofsame and uses all reasonable endeavours to reinstate the Services as soon aspossible.

 

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5.4.3        If the Landlord shallfail to provide the Services as hereinbefore provided the Tenant’s sole remedyshall be an action to compel the Landlord to do so and the Landlord shall notbe liable to the Tenant in respect of any loss or consequential loss, which theTenant shall sustain as a result of the failure of the Landlord to provide suchService (except for any loss covered by public liability or other policies ofinsurance effected by the Landlord or which the Landlord is obliged to effectand for any damage to property injury to any person or death or disease),unless the Tenant shall notify the Landlord in writing specifying the failureof which the Tenant complains and the Landlord shall after the expiration oftwenty one days from the date of receipt of such notice (or sooner if it isappropriate), continue to neglect to provide said Services in respect of whichnotice has been given by the Tenant.

 

**To perform and observe covenants in theSuperior Lease**

 

5.5           To perform andobserve the covenants on the tenant’s part contained in the Superior Lease andto procure the performance and observance by the other parties to the SuperiorLease of their obligations and to keep the Tenant indemnified against theconsequences of any breach thereof.

 

5.6           **Landlord’s andManagement Company’s Covenants**

 

The Management Company and theLandlord each covenant with the Tenant that, notwithstanding anything elseherein contained;

 

5.6.1        The service chargespayable pursuant to the Superior Lease or this Lease shall not include the costof collection of rents;

 

5.6.2        Where costs orexpenses are recoverable under any policy of insurance effected or to beeffected pursuant to this Lease or the Superior Lease, to use all reasonableendeavours to make recovery under those policies and credit any sums recoveredto the service charges.

 

5.6.3        To pursue whateverrights it or they may have against any party or parties in respect of anydamage caused by such parties to any property, plant or equipment to which theservice charges relate and to credit any sums recovered to the service chargesProvided that any reasonable costs incurred in complying with this covenantshall he recoverable byway of service charge.

 

5.6.4        To pursue all rightswhich it or they may have in respect of any defects (structural, design orotherwise) which may arise in respect of any part of the Estate or Block 3 (butnot the Demised Premises) including the Common Areas, the Internal CommonAreas, the Machinery, the Conduits and the Utilities and where any costs orexpenses in respect of such defects have been included in the service chargesto credit any amounts recovered in respect of such defects to the relevantservice charge (less any reasonable costs and expenses incurred in pursuingsuch rights).  The Landlord, covenantsthat it has Collateral Warranties from the building contractor, design team andall appropriate sub-contractors and suppliers in respect of the design andconstruction of the Internal Common Areas, the

 

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Machinery, theConduits and the Utilities on terms at least as favourable as those which havebeen provided to the Tenant Provided that any reasonable costs incurred incomplying with this covenant shall be recoverable by way of service charge.

 

5.6.5        That all moniescollected for any sinking, reserve or expenditure equalisation funds shall beretained separately in an interest bearing account and all interest earned onsame shall be added to the funds and that such funds shall only be drawn on forthe purposes for which they are established, and that statements of the amountsin any such funds shall be furnished on request and on any disposal of theproperty to which the funds relate the entire amount of the funds will bepassed to the purchaser of the property.

 

6.             **I****T IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIESHERETO AS FOLLOWS:-**

 

**Suspension of Rent**

 

6.1           If the DemisedPremises or any part thereof or the Estate or any part of Block 3 shall at anytime be destroyed or damaged by any of the Insured Risks so as to render theDemised Premises or part thereof unfit for occupation or use or inaccessibleand the relative policy or policies of insurance effected by the Landlord shallnot have been vitiated or payment of the policy monies refused in whole or inpart in consequence of , any act neglect or default on the part of or sufferedby the Tenant then rent and other sums hereby reserved or payable for a fairand just proportion thereof according to the nature and extent of the damagesustained and the Tenant’s repair obligations shall be suspended and cease tobe payable until a date three years after the date any damage was firstsustained or until such time as appropriate reinstatement shall have takenplace (whichever is the earlier) and in case of dispute as to the proportion orperiod of such abatement the same shall be referred to arbitration by theSurveyor and the arbitration shall be conducted in accordance with theArbitration Acts 1954 to 1980 and such reference shall be deemed to be areference to arbitration within the meaning of the said Acts.

 

**Re-Entry**

 

6.2           Notwithstanding andwithout prejudice to any other remedies and powers herein contained orotherwise available to the Landlord if the rent hereby reserved or any partthereof shall be unpaid for twenty one days after becoming payable (whetherformally demanded or not) or if any covenant on the Tenant’s part hereincontained shall not be performed or observed or if the Tenant being a companyshall be dissolved or enter into liquidation whether compulsory or voluntary(save for the purpose of reconstruction or amalgamation) or being an individualor more than one individual any one of them shall become bankrupt or shallenter into composition with his or their creditors or if the Tenant shallsuffer any distress or execution to be levied on its goods then and in any ofthe said cases it shall be lawful for the Landlord at any time thereafter tore-enter the Demised Premises or any part thereof in the name of the whole andthereupon this demise

 

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shallabsolutely determine but without prejudice to any right of action or remedy ofeither party in respect of any breach of the other party’s covenants hereincontained.

 

**Notices**

 

6.3           In addition to anyother prescribed mode of service any notices requiring to be served hereundershall be validly served if in the case of the Tenant they are left addressed orsent by post to the Tenant (or if there shall be more than one of them to anyone or more of them) at the Demised Premises (provided this Lease has notterminated or the Tenant has not sub-let the entire) or sent to the Tenant bypost or left at the Tenant’s last known address or addresses in the Republic ofIreland and in the case of the Landlord or the Management Company being acompany they are left at or posted to the registered office of the Landlord orthe Management Company (as the case may be) and otherwise to be sent to theLandlord or the Management Company by post or left at the Landlord’s last knownaddress in the Republic of Ireland.

 

6.4           **Appointment of the Surveyor for Purpose of Rent ReviewClause**

 

6.4.1        Should it becomenecessary to appoint a surveyor to determine the rent upon a review thereofthen he shall be nominated by agreement between the Landlord and the Tenant assoon as is reasonably practicable or in default of agreement within fourteen daysof one party first giving to the other notice of its nomination he shall beappointed on the written application of either party by the Chairman for thetime being of the Society of Chartered Surveyors in the Republic of Ireland.

 

6.4.2        If the Surveyor shallfail or refuse to accept his appointment or shall fail to give notice in,writing of his decision within four months of his appointment or shall die orotherwise become incapable of acting or if it shall become apparent that forany reason he will be unable unfit or unsuited (including because of bias orconflict of interest) to complete his duties the Landlord or the Tenant if theyfail to agree on a substitute appointment within four weeks of attempting so todo may apply to the Chairman for the time being of the Society of CharteredSurveyors in the Republic of Ireland for such a substitute to be appointed **AND** such procedure may be repeated as manytimes as necessary (but subject in the case of any arbitrator to the provisionsof the said Arbitration Acts).

 

6.4.3        Where the appointmentof the Surveyor is to be by the Chairman for the time being of the Society ofChartered Surveyors in the Republic of Ireland **THEN** if the said Chairman shall for any reason not beavailable or be unable to make such appointment at the time of applicationtherefor the appointment may be made by his duly appointed deputy or any personauthorised by him to make appointments on his behalf and if no such personshall be available then the appointment shall be made by the Vice Chairman ornext senior officer of the said Society then available and able to make suchappointment **AND** if no such officerof the Society shall be so available and able to make such appointment then theappointment will be made by the President for the time being of the Law Societyof Ireland.

 

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6.4.4        Either party shall beat liberty to pay the entire of the fees and expenses of the Surveyor in whichevent the party so paying shall be entitled to be reimbursed by and to recoverfrom the other on demand the proportion so paid on behalf of the other.

 

**Disputes**

 

6.5.1        In the event of therebeing a dispute or difference between the Landlord and the Tenant or betweenthe Tenant and the Management Company in respect of any matter arising underthe provisions of this Lease other than questions of law, questions relating toany consent or approval required from the Landlord, or the interpretation ofthis Lease and the dispute not having been resolved between the relevantparties within a period of 28 business days from the date of its arising, andin the event of there not being any other provisions in any clauses of thisLease dealing with dispute resolution then, the parties shall be entitled tohave the dispute referred to an arbitrator for determination such arbitrator tobe an arbitrator either as agreed between the disputing parties or in defaultof agreement to be appointed upon the application of either party by thePresident for the time being of the Law Society of Ireland.  The provisions of the Arbitration Acts1954/1980 together with any statutory modifications or amendments thereto shallapply in full to such reference to arbitration.

 

6.5.2        Should the arbitratorso appointed be unwilling or unable to hand down his decision within 3 monthsof the date of his appointment or if he shall relinquish his appointment orbecome incapacitated so that he cannot adjudicate upon the dispute or becomeunfit or unsuited (including because of bias or conflict of interest) then anyof the parties to the dispute shall be entitled to re-apply to the Presidentfor the time being of the Law Society of Ireland to have another arbitratorappointed in his stead.  The costs ofthe previous arbitrator shall be borne equally between the parties.

 

**No Warranty**

 

6.6           It is herebyacknowledged that the Landlord does not give any warranty or confirmation thatthe permitted user is a user which is permitted to be carried on in the DemisedPremises or any part thereof by the Planning Acts or under any other statutoryor local requirements.

 

**Consents**

 

6.7           Any provisionsrequiring the Landlord’s or the Management Company’s consent may be givenconditional on the Tenant observing or fulfilling the requirements of anystatutory or local authority, or the order of any Minister or statutoryinstrument relating to the subject matter of the consent.

 

**Waiver**

 

6.8           Failure of theLandlord or the Management Company to exercise any of its rights hereunder orto insist upon compliance by the Tenant with its covenants and conditions

 

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herein shallnot constitute a general waiver of any of the Landlords or the ManagementCompany’s rights herein.

 

**Deasy’s Act**

 

6.9           In case the DemisedPremises or any part thereof shall be destroyed or become ruinous orun-inhabitable or incapable of beneficial occupational or enjoyment by theInsured Risks the Tenant hereby absolutely waives and abandons its rights (ifany) to surrender this Lease under the provisions of Section 40 of the Landlordand Tenant Law Amendment Act Ireland 1860.

 

**Determination in case of damage or destruction byInsured Risks**

 

6.10         If the DemisedPremises or the accesses or services thereto are destroyed or damaged by any ofthe Insured Risks and the Demised Premises and all accesses and servicesthereto necessary for the full use of same have not been rebuilt and reinstatedwithin three years of such damage or destruction the Tenant may, at any timeafter the said three years (provided such reinstatement or rebuilding has notbeen completed prior to the service of such notice) serve notice on theLandlord terminating this Lease and on the service of such notice this Leaseshall absolutely cease and determine.

 

**No****impliedeasements**

 

7.             Nothing in thisLease shall impliedly confer upon or grant to the Tenant any easement right orprivilege other than those expressly granted (if any) herein.

 

**Management Company’s Covenants**

 

8.             The ManagementCompany hereby covenants with the Tenant to comply with, perform and observeall the covenants, conditions and obligations on its part contained in theSuperior Lease to procure the performance by any other parties thereto (otherthan the Landlord) of their obligations under the Superior Lease and to provideall services to be provided in an efficient manner at competitive prices and toensure that it is not struck off liquidated or ceases to exist.

 

**Covenants by theGuarantor with the Landlord**

 

9.             The Guarantorhereby covenants and agrees with the Landlord in the manner set out in theThird Schedule hereof.

 

**Interpretation**

 

10.           Where the context sorequires or admits the masculine includes the feminine and neuter and thesingular includes the plural and vice versa.

 

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**Headings**

 

11.           The headings shall not affect in any way the constructionof this Lease.

 

12            **Jurisdiction**

 

12.1         This Lease shall begoverned by and construed according to the laws of the Republic of Irelandapplicable to contracts made wholly to be performed in the Republic of Ireland.

 

12.2         The Landlord, theManagement Company, the Tenant and the Guarantor submit to the jurisdiction ofthe Courts of the Republic of Ireland for all the purposes of this Lease andeach acknowledge that this agreement as to jurisdiction is incorporated for thebenefit of each of the other parties.

 

12.3         The Tenant and theGuarantor consent to the service of any legal proceedings on it or them at theDemised Premises PROVIDED this Lease has not terminated and the Tenant has notsub-let the entire of the Demised Premises.

 

**Termination**

 

13            The Tenant (in thisclause meaning the original Tenant and any successor or assigns shall have theright to terminate this Lease as of the expiration of the 10th yearof the Term (the “Relevant Date”) subject to the following terms andconditions:-

 

13.1         The Tenant shallserve on the Landlord a Notice in writing exercising the said right (the“Notice”) on or before the expiration of the 9d’ year of the Term (and in thisrespect time shall be of the essence).

 

13.2         The Tenant shall onthe Relevant Date have materially complied with all prior notices served by theLandlord on the Tenant not less than six months before the Relevant Date inrespect of material breaches of the covenants and conditions binding on theTenant’s part contained in this Lease.

 

13.3         The Tenant shall payto the Landlord on or before the Relevant Date a bank draft for a sum equal to12 months then current rent (payable under this Lease which for the avoidanceof any doubt is the principal rent only and does not include any servicecharges, insurance premium, rates or any other sums reserved as rents).

 

13.4         The Tenant shall givevacant possession of the Demised Premises at the Relevant Date.

 

13.5         Notwithstanding theNotice the Tenant shall continue to be responsible for rent and all otheroutgoings payable on foot of this Lease up to the Relevant Date.

 

13.6         If so required by theLandlord the Tenant shall reinstate the Demised Premises to its state andcondition as set out in the Specification and Drawings listed in the SixthSchedule and shall redecorate the interior and exterior of the Demised Premisesimmediately prior

 

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to vacatingsame and shall also make good any damage caused to the Demised Premises or tothe Landlord’s fittings therein.

 

13.7         The Tenant shallprior to vacating the Demised Premises deliver to the Landlord the original ofthis Lease (or if the Lease has been lost a declaration confirming that it hasbeen irretrievably lost) and shall thereafter procure a cancellation of itsregistration in the Land Registry or alternatively furnish to the Landlords’Solicitors such documentation as may he required to effect such cancellation.

 

13.8         Any such terminationshall be without prejudice to any antecedent breach by either the Landlord orthe Tenant of any of their respective covenants herein contained.

 

13.9         In the event of anypermitted under-tenant being in the Demised Premises at the date of service ofthe Notice, the Notice shall only be effective if the Tenant procures that anysuch under-tenant also vacates the Demised Premises on or before the RelevantDate unless the Landlord permits otherwise.

 

**Assent toregistration**

 

14.           The Landlord herebyassents to the registration of this Lease and the easements rights andprivileges hereby granted as a burden on Folio 92314L of the Register ofLeaseholders County of Dublin and to the opening by the Tenant of a leaseholdfolio in respect of the Demised Premises and to the use of the Land Certificate(if any) for the Landlord’s folio for the purpose of such registration.

 

IT IS HEREBYCERTIFIED by the Parties hereto as follows:-

 

1.             That the premiseshereby demised are premises situate in the County Borough of Fingal.

 

2.             That Section 53 ofthe Stamp Duties Consolidation Act 1999 does not apply to this instrument.

 

3.             That theconsideration (other than rent) for the Lease is wholly attributable toproperty which is not residential property.

 

4.             That the Landlordhas obtained consent under Section 12 of the Land Act 1965 for the sub-divisionof the property and that all conditions of such consent has been complied with.

 

5.             That thetransaction hereby effected is not prohibited by Section 29 or 31 of theCompanies Act, 1990.

 

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**THE FIRST SCHEDULE**

 

**PART 1**

 

**(The Demised Premises)**

 

**ALLTHAT AND THOSE** the premises known as Units 3.2 and 3.3Woodford Business Park, Santry in the City of Dublin being part of the landscomprised in Folio 92314L County Dublin shown edged red on Map I attachedhereto (the walls or structures separating the Demised Premises from anadjoining Lettable Area shall be party walls and maintained as such) the agreedfloor area of which at the date of grant of this Lease is 2,963 square metres.

 

**PART II**

 

**(Rights granted tothe Demised Premises and the Tenant)**

 

1.             The benefit of allConduits Utilities and Machinery situate on over or under the Demised Premiseswhich do not exclusively serve the Demised Premises.

 

2.             The right to thefree and un-interrupted passage of the Utilities (in common with the rights ofthe Landlord and the tenants of other Lettable Parts and all other personsentitled thereto) through the appropriate Conduits laid in or over under orthrough any other parts of the Estate or other contiguous or adjacent land andpremises of the Landlord.

 

3.             The right at alltimes by day or by night on foot and with vehicles, to pass and repass over andalong those parts of the Common Areas and the Internal Common Areas as provideaccess for the Demised Premises to and from the public road.

 

4.             The right at alltimes during the term of this Lease to use the Common Areas and the InternalCommon Areas for the purposes of which same are intended for use from time to time.

 

5.             The right toconnect up to the Conduits abutting Block 3 for the purpose of availing thereoffor the supply of the Utilities and the right to enter on any part of Block 3and carry out all necessary works including excavations and the laying of newConduits on or in any part of Block 3 not built upon.

 

6.             The right on givingreasonable notice to occupiers thereof to enter on any other parts of Block 3for the purposes of carrying out any repairs, alterations or works to theDemised Premises which cannot otherwise be carried out and making good alldamage caused to such other parts of Block 3.

 

7.             The right to erectand maintain plant equipment aerials and associated cabling and Conduits on theroof of the Demised Premises.

 

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The above rights are subject tothe proviso that the Tenant shall not interfere with the free and uninterruptedpassage of utilities to and from any other part of the Estate and shall causeas little inconvenience to the Landlord and the Management Company as possibleand shall make good to the Landlord and the Management Company all damage doneto the Common Areas and/or the Internal Common Areas as a result of.  the exercise of any of the said rights andshall comply with any reasonable requirements of the Landlord including how theworks are carried out, the time the works are carried out, and the securitysafety and confidentiality requirements of the Landlord.

 

**PART III**

 

**User of the Demised Premises.**

 

OFFICES (which includes for theavoidance of any doubt and without prejudice to the generality of the foregoingany or all of the following:

 

Call Centre, telemarketing,training centre, Data processing, software development, medical and relatedconsultants, telesales, services and support, administrative office, commerciallaboratory, research and development, professional offices, financial servicesand ancillary canteen/kitchen facilities).

 

**THE SECOND SCHEDULE**

 

Easements, Rights andPrivileges excepted and reserved out of and over the Demised Premises by theLandlord for the benefit of the Landlord and the Estate and where appropriatefor the benefit of the Management Company, and all other persons authorised bythem or entitled thereto.

 

1.             The right to theuninterrupted passage of the Utilities through the Conduits for the time beingbelonging to or running over under or through the Demised Premises or any landand premises over which the Tenant is hereby granted any access rights.

 

2.             The full right andliberty for the Landlord and other persons authorised by the Landlord or asauthorised under this Lease to enter the Demised Premises for the purposes ofinspecting generally and for the purposes of and subject to the conditionsspecified in the clauses of this Lease.

 

3.             The full right andliberty at all reasonable times (but in case of an emergency at any time) toenter upon the Demised Premises with workmen and others to execute repairs andmaintenance which can only be executed from the Demised Premises.

 

4.             The right to repairmaintain and renew, alter re-construct and re-design the Machinery Utilitiesand Conduits PROVIDED that same does not interfere with the free anduninterrupted passage of Utilities to the Demised Premises.

 

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5.             The right for theManagement Company from time to time to make reasonable and proper rules andregulations and to make additions and amendments thereto or revisions thereoffor the orderly convenient and proper operation management and maintenance ofthe Common Areas, all of which rules and regulations shall be deemed to be andform part of this Lease.  **WITHOUT****PREJUDICE**to the generalityof the foregoing the Management Company may make reasonable rules andregulations:

 

5.1.          For the storage andremoval or disposal of waste.

 

5.2.          In relation to theerecting and maintaining of signs notices and regulations as may be appropriatein any part or parts of the Estate.

 

5.3.          For the security ofthe Estate as a whole or in respect of any part or parts thereof.

 

5.4.          For closingtemporarily at any time any part or parts of the Common Areas for the purposesof repairing cleaning and maintaining the same.  Provided that the Tenant has at all times reasonable alternativevehicular and pedestrian access to the Demised Premises and there is nointerference with or interruption of passage of Utilities to the DemisedPremises.

 

5.5.          The ManagementCompany shall be entitled in its absolute discretion to employ, managementagents for the purposes of regulating the control and maintenance of theEstate, and such management company shall be empowered to make reasonable andproper regulations additions amendments to and revisions of the rules inrespect of the Common Areas and any such rules regulations amendments or revisionsso made shall have the same force and effect as if made by the ManagementCompany itself and shall bind the Tenant accordingly.

 

7.             Such additionaleasements rights and privileges as are reserved out of the Demised Premisesunder the Superior Lease.

 

The easements,rights and privileges referred to above are subject to the proviso that theperson exercising should not interfere with the free and uninterrupted passageof Utilities to and from the Demised Premises and shall cause as littleinconvenience to the Tenant as possible and shall make good to the Tenant alldamage done to the Demised Premises as a result of the exercise of any of thesaid rights and shall comply with any reasonable requirements of the Tenantincluding the times of carrying out the works how the works are carried out andall security, safety and confidentiality requirements of the Tenant.

 

**THE THIRD SCHEDULE.**

 

**Covenants by the Guarantor with the Landlord.**

 

1.             In consideration ofthe Landlord at the request of the Guarantor granting the within Lease theGuarantor in the case of a body corporate for itself and its successors or inthe case of

 

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an individualfor himself and his legal personal representative or some one or more of themas a primary obligation HEREBY COVENANTS AND GUARANTEES to the Landlord itssuccessors and assigns during the term of the within Lease (including anyextension or renewal thereof) AS FOLLOWS:-

 

1.1           That the Tenant aswithin defined or the Guarantor will pay the rents and other sums therebyreserved and made payable in the manner and at the respective times thereinappointed for the payment thereof and will duly observe and perform all thecovenants on the part of the Tenant and conditions therein contained.

 

1.2           That the Guarantorwill pay and make good to the Landlord within 21 days of demand all losses,costs, damages and expenses occasioned to it by the non-payment of the said rents and other sums or any part thereofor the breach or non-observance of any of the said covenants andconditions on the part of the Tenant.

 

1.3           That none of thefollowing or any combination thereof shall release, discharge or in any wayaffect the liability of the Guarantor under this guarantee as principal debtorunder the within Lease or otherwise prejudice or affect the right of theLandlord to recover from the Guarantor to the full extent of this Guarantee:-

 

1.             Any neglect delayor forbearance of the Landlord in endeavouring to obtain payments of the rentsor any other sums required to be paid by the Tenant or enforcing theperformance and observance of any of the obligations of the Tenant under thewithin Lease.

 

2.             Any extension oftime given by the Landlord to the Tenant.

 

3.             Any variation ofthe terms of the within Lease (including any reviews of the rent payable underthe within Lease) or the transfer of the Landlord’s reversion or an assignmentof the within Lease.

 

4.             Any change in thestructure or powers of either the Tenant, the Guarantor or the Landlord or the liquidationor bankruptcy (as the case maybe) of either the Tenant or the Guarantor.

 

5.             Any legaldisability or incapacity of the Tenant or the Guarantor (whether or not knownto the Landlord) or the fact that any dealings with the Landlord by the Tenant orthe Guarantor may be outside or in excess of the powers of the Tenant or theGuarantor.

 

6.             Any other act,omission, matter or thing whatsoever whereby but for this provision theGuarantor would be exonerated either wholly or in part (other than a release inwriting given by or on behalf of the Landlord or a determination pursuant toClause 1.9 below).

 

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1.4           The Guarantorcovenants with the Landlord that the Guarantor shall not claim in anyliquidation, bankruptcy, composition or arrangement of the Tenant incompetition with the Landlord and shall remit to the Landlord the proceeds ofall judgments and all distributions it may receive from any liquidator ortrustee in bankruptcy of the Tenant insofar as is necessary to satisfy anyliability owed to the Landlord and shall hold for the benefit of the Landlordall security and rights the Guarantor may have over assets of the Tenant solong as the liabilities of the Tenant or the Guarantor to the Landlord remainoutstanding.  The Guarantor acknowledgesthat it shall not be entitled to participate in any security held by theLandlord in respect of the Tenant’s obligations to the Landlord under thewithin Lease or to stand in the place of the Landlord in respect of any suchsecurity until all the obligations of the Tenant or the Guarantor to theLandlord under the within Lease have been performed and discharged.

 

1.5           If the Tenant forthe time being, being a Corporation, shall enter into liquidation or being an individualshall become a bankrupt and the said Lease shall be disclaimed by a Liquidatoror by an Assignee in bankruptcy or if the within Lease shall be forfeit or if aTenant shall cease to exist (provided that if the Tenant has ceased to existbecause it has been struck off theRegister of Companies by virtue of breach of statutory requirement to make annual returns and the Companyis reinstated within 2 months of being struck off this shall not apply) or if areceiver is appointed over any part of the Tenant’s assets then the GuarantorHEREBY COVENANTS with the Landlord that if such disclaimer or other eventoccurs within the said term (or any extension or renewal thereof) the Guarantorshall accept from and execute and deliver to the Landlord (if the Landlord sorequires) a new Lease of the Demised Premises for a term commencing on the dateof such disclaimer or other event and continuing for the residue then remainingun-expired of the term of the within Lease or any renewal or extension thereof,such Lease to be at the cost of the Guarantor and to reserve the like rents andother sums as are therein reserved and made payable and subject to the samecovenants conditions and provisions as are contained in the within Lease.

 

1.6           That if the Landlordshall not require the Guarantor to take a lease of the Demised Premise$pursuant to clause 1.5 above the Guarantor shall nevertheless upon demandpay to the Landlord a sum equal to the rent and all other sums that would havebeen payable by the Tenant under this Lease but for the disclaimer surrender ordissolution in respect of the period from the date of such disclaimer surrenderor dissolution until the expiration of six months therefrom or until theDemised Premises shall have been re-let by the Landlord whichever shall firstoccur.

 

1.7           The Guarantor agreesthat the benefit of this Guarantee shall enure for the benefit of thesuccessors and assigns of the Landlord without the requirement for anyassignment by the Landlord of the benefit of this Guarantee.

 

1.8           The Guarantor agreesthat if the foregoing Guarantee is given by two or more persons all therespective covenants by the Guarantor shall be deemed to be given by suchpersons jointly and severally and reference to the masculine gender shallinclude reference to the feminine gender and reference to the singular shallinclude reference to the plural.

 

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1.9           This Guarantee shallautomatically cease and determine on the assignment of this Lease with theLandlord’s consent or on an assignment where it has been determined by anycourt or other duly appointed arbiter that the Landlord is or has unreasonablywithheld consent to the assignment.

 

**THE FOURTH SCHEDULE**

 

General provisions relating tothe Services and the Block 3 Service Charge.

 

(a)           Contained in thisschedule are details of the Services to be provided or made available for Block3 by the Landlord subject to proportionate reimbursement by the Tenant asprovided by Clause4.4, of this Lease.

 

(b)           The Landlord shallbe entitled to employ and pay managing agents for the purposes of implementingits obligations under Clause 5.4 of this Lease and specified in this Scheduleand shall be entitled to enter into preventative maintenance contractsincluding plant replacement and to pay all charges in relation to same.

 

**The Services**

 

1.             Repairing and(where reasonably necessary)renewing decorating maintaining, lighting,cleansing, landscaping and managing the Internal Common Areas and all ConduitsUtilities or Machinery therein or in Block 3 not exclusively serving aparticular Lettable Area and all carparking areas within Block 3notwithstanding that said spaces may be included in the demise of LettableAreas of Block 3 and all boundaries thereto.

 

2.             The payment of allrates taxes local or other assessments and outgoings from time to time payablein respect of the Internal Common Areas.

 

3.             Hiring (other thanfor the initial provision thereof), operating, repairing, maintaining and whennecessary renewing, the Utilities, Conduits, and Machinery situate within Block3 in so far as they are not the liability of any tenant or occupant of Block 3.

 

4.             Maintainingfacilities for staff and personnel and the cost of plant and equipment used inproviding management and services for Block 3.

 

5.             The reasonableamount of salaries and wages of all staff employed by the Landlord for thepurposes of the provision of the Services and all professional fees inconnection with professionals engaged for the purposes of the provision of theServices and other persons required to fulfil from time to time the Landlord’sobligations hereunder and under this Lease provided same do not include anyfees for the collection of rents.

 

6.             Providing trafficcontrol to and from and within Block 3 including providing maintaining andreplacing signs signals and other equipment as necessary in connectiontherewith.

 

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7.             The provision ofperiodic refuse collection in respect of the Internal Common Areas atfrequencies appropriate for a development of this nature.

 

8.             Periodic paymentsin respect of Social Welfare Payments pensions industrial training chargesredundancy and similar or ancillary payments required by statute to be made bythe Landlord in respect of all persons from time to time employed by it for thepurposes connected with Block 3 and any insurance in respect of employees whichthe Landlord considers desirable or prudent.

 

9.             If the Landlorddoes not engage managing agents to manage Block 3, the Landlord’s managementcharge being a yearly sum equivalent to open market management fees (excludingrent collection) for Block 3 but not exceeding 12 1/2% per centum of theaggregate amount of the service charge costs then currently incurred by the Landlordin providing the Services.

 

10.           After consultationwith all of the Tenants of Block 3 the provision of such other services or theundertaking of such additional expenses as the Landlord shall reasonablyconsider ought properly and reasonably to be provided or incurred for thebenefit of Block 3 or for the proper maintenance and servicing of any part orparts thereof to include putting in place any additional insurance policieswhich the Landlord reasonably considers necessary.

 

11.           The provision of securityarrangements to a level appropriate to Block 3 having regard to the securityprovided by the Management Company for the Estate.

 

12.           Complying with allstatutory requirements in respect of the Internal Common Areas in so far as thesame are not the responsibility of any individual tenant of the Lettable Partsof Block 3.

 

13.           The cost orprovision at the Landlord’s option of such sinking or reserve fund as it shalldeem fit for the renewal and replacement of Utilities, Conduits, and Machineryand with the right annually or at such other intervals as the Landlord maydetermine, to review the cost or prospective cost of such replacements andrenewals with a view to allowing for all such additional further costs andexpenditures as may be attributable to the differential in the value of moneyor inflation and/or other like trends as between one date and another, and toallow for all such amounts as may be determined on review in computing thecontribution from time to time to the sinking or reserve fund provided howeverthat this clause shall not impose upon the Landlord any obligation to providefor, such sinking or reserve fund.

 

14.           Subject to theLandlord being able to effect insurance it shall at its sole discretion beentitled (but not obliged) to insure against the renewal and replacement costsof such Machinery, Utilities and Conduits in Block 3 as it considers necessary.

 

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15.           The Landlord shallbe entitled to include in the Block 3 Service Charge any payments made inrespect of any loss or damage sustained by the same in or about the InternalCommon Areas to the extent that such claims are not recoverable under anypolicy or policies effected by the Landlord on either of the followinggrounds:-

 

(a)           By reason of thefact that the amount claimed by a party falls within the excess amountstipulated in the relevant insurance policy, or

 

(b)           By reason of thefact that the costs (in terms of any consequential increase for the future inthe premium payable on foot of the relevant policy) of recovering any suchpayments from the relevant insurance company, would in the reasonable opinionof the Landlord exceed the amount necessary to settle such claims.

 

16.           The Landlord shallbe entitled to effect such additional insurance policies as it deems necessarycovering such liabilities as it shall from time to time consider prudent ordesirable.

 

17.           The cost and expenseof the provision of the foregoing repairs management and services shall becalculated and apportioned in accordance with the Sixth Schedule hereto.

 

**THE FIFTH SCHEDULE**

 

1.1.          To pay to theLandlord from time to time the Tenant’s proportion of the aggregate cost andexpense of the Block 3 Service Charge to be determined by the Landlord’sAuditors as hereinafter provided.

 

2.             The amounts fromtime to time to be paid by the Tenant in respect of the Demised Premises underthis Schedule shall be assessed and paid according to the following provisions:

 

2.1.          The Tenant shall paythe Tenant’s Proportion of the Block 3 Service Charge as provided for at clause1.1 above to the Landlord in four equal instalments on the quarter days as setout in this Lease.  The Tenant shall paysuch VAT as may be exigible on the Block 3 Service Charge.

 

2.2.          Unless prevented bycauses beyond the Landlord’s control not later than the 1st day of April ofeach year of the said term the Landlord will prepare and deliver or post to theTenant, a statement prepared by the Landlord’s Auditors of the actual chargesfor the year ending on the immediately preceding the 31st day of December, andof the sum determined by the Landlord’s Auditors to be payable by the Tenant asbeing the Tenant’s Proportion of the said charges attributable to the DemisedPremises for that year and the Tenant will on the quarter day next followingthe delivery or posting to the Tenant of such statements pay to the Landlordany balance shown by such statement to be due from the Tenant as being inexcess of the aggregate amount of the quarterly instalments paid by the Tenantduring the year (or lesser period if appropriate) ending on the preceding the

 

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31st day ofDecember and in the event of the aggregate amount so paid by the Tenantexceeding the proportion of the said charges properly attributable to theDemised Premises for the year when the actual charges are ascertained andcertified the Landlord shall credit the amount of the excess by way of set-offagainst the next instalments of said charges due from the Tenant and if thisLease has terminated refund same.

 

2.4.          A certificate of theLandlord’s Auditors as to the actual amount of the Block 3 Service Charge andthe Tenant’s Proportion shall (save in the case of manifest error or fraud) befinal and binding upon the parties hereto.

 

2.5.          The Landlord willprior to the 1st day of January in each year of the said term make and notifyin writing to the Tenant an estimate (having regard to the general provisionsof the Third Schedule and the economic conditions then prevailing) of the Block3 Service Charge during the twelve months ending on the following 31st day ofDecember and the amounts and proportion thereof attributable to the DemisedPremises and the Tenant shall pay same by four equal instalments on the saidfour gale days in each year.

 

**SIXTH SCHEDULE**

 

**Specification of theDemised Premises**

 

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**INWITNESS** whereof the **Landlord**, the **Tenant, the Guarantor and the ManagementCompany**have hereunto caused their Common Seals to be affixed theday and year first hereinbefore written.

 
| **PRESENT** when the common seal   of **THE SCOTTISH PROVIDENT  INSTITUTION** was affixed hereto:-      |   |                          | /s/  [Illegible]       |   |
|---------------------------------------------------------------------------------------------------------|--------|-------------------------------|------------------------|--------|
|                                                                                                    |   |                          |                   |
|                                                                                                    |   |                          |                   |   |
|                                                                                                    |   |                          | /s/  [Illegible]       |   |
|                                                                                                    |   |                          |                   |
| **PRESENT** when the common seal of **ZOMAX LIMITED**was affixed hereto:-                               |   |                          | /s/ Patrick  Burke     |   |
|                                                                                                    |   | Director                      |                   |
|                                                                                                    |   |                          |                   |
|                                                                                                    |   |                          | /s/  [Illegible]       |   |
|                                                                                                    |   | Goodbody  Secretarial Limited |
|                                                                                                    |   | Secretary                     |
|                                                                                                    |   |                          |                   |
| **PRESENT** when the common seal  of **WOODFORD BUSINESS PARK  MANAGEMENT LIMITED**was affixed hereto:- |   |                          | /s/  [Illegible]       |   |
|                                                                                                    |   | Director                      |                   |
|                                                                                                    |   |                          |                   |
|                                                                                                    |   |                          | /s/  [Illegible]       |   |
|                                                                                                    |   | Director                      |                   |
|                                                                                                    |   |                          |                   |
| **PRESENT** when the common  seal of**ZOMAX INC.**was affixed hereto:-                                  |   |                          | /s/ James E.  Flaherty |   |
|                                                                                                    |   | Chief  Financial Officer      |
|                                                                                                    |   |                          |                   |
|                                                                                                    |   |                          | /s/  [Illegible]       |   |
|                                                                                                    |   | Goodbody  Secretarial Limited |
|                                                                                                    |   | Secretary                     |

 

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| Dated this                             |                    | day of |   | , 2001 |
|----------------------------------------|-------------------------|--------|--------|--------|
|                                   |
| **THE SCOTTISH PROVIDENT INSTITUTION** |
|                                   |
| First Part                             |
|                                   |
| **ZOMAX LIMITED**                      |
|                                   |
| Second Part                            |
|                                   |
| **ZOMAX INC.**                         |
|                                   |
| Third Part                             |
|                                   |
| **WOODFORD BUSINESS PARK**             |
| **MANAGEMENT LIMITED**                 |
|                                   |
| Fourth Part                            |
|                                   |                    |
|                                   |                    |
|                                   | LEASE                   |
|                                   |                    |
|                                   | UNITS 3.2 and 3.3       |
|                                   | WOODFORD BUSINESS PARK  |
|                                   |                    |
|                                   |                    |
|                                   | John Shiel              |
|                                   | Solicitors              |
|                                   | 15  Clanwilliam Terrace |
|                                   | Dublin 2                |
|                                        |                         |        |        |        |  |

 

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