DATA ROOM TERMS AND CONDITIONS

Units

A1, A3, A4, A5, A7, A8, A9, B1, B2, B3, B4, B5, B6 B7, B8, B9, B11, B12, B13, B15, B16, B17, B18, B19, B20, B21

Ballymount Corporate Park, Ballymount Road Upper, Ballymount, Dublin 12.

Rules and Procedures

1. By accessing the following data site (the "Data Room") you acknowledge and agree to the terms that appear below, and these terms govern your use of the Data Room on each and every occasion that the Data Room is accessed by you.
   
   
2. The Data Room and the information contained within it (the "Information") are hosted by Knight Frank.
   
   
3. In order to use the Data Room you must be an employee of an entity which has been authorised by Knight Frank to use the Data Room (an "Authorised Person"). You must also be authorised by Knight Frank to use the Data Room as an individual ("User"). 
   
   
4. You acknowledge that you have provided Knight Frank with accurate and complete registration information and that it is your responsibility to update Knight Frank of any changes to that information (including your email address).  
   
   
5. You are responsible for all use of the Data Room using your User account and for preventing unauthorised use of your User account.
   
   
6. The User acknowledges that neither these terms, nor any of the Information constitutes or will constitute an offer to sell or solicitation of an offer to buy any securities, any property or any interest in the same. Access to the Data Room does not create any form of commitment on the part of any person or any of its subsidiaries, affiliates or associates to proceed with a sale and the right is reserved without prior notice to amend any proposed timetable, to change any procedure, or to terminate any procedure at any stage and/or to terminate any subsequent discussions and negotiations with any prospective purchaser, in relation to any transaction related to the Information.
   
   
7. The User acknowledges that access to the Data Room may be terminated at any time without notice.
   
   
8. Whilst using the Data Room, Users must:
   
   

a. take all reasonable steps to ensure that none of the Information is visible to, or capable of being viewed by, other persons;

b. not leave their computer or other communications device through which they access the Data Room unattended whilst connected to the Data Room;

c. ensure that they close their browser and log out when they have finished using the Data Room;

d. not deface, mark, alter, modify, vary (including varying the sequence of) damage or destroy in any way any Information contained on the Data Room;

e. not attempt to download, scan, copy, print or otherwise capture any of the Information contained in the Data Room, except that Users may print Information for which the print capability has been enabled as indicated by the Data Room index and download any information for which the download capability has been enabled (if any);

f. not attempt to disable the protection software associated with the Data Room; and

g. not share their Data Room password with anyone else.

9. None of:

a. BALLYMOUNT CORPORATE PARK LIMITED (Company No. 371749) being limited companies registered in Ireland and having their registered office at Site Office, KCR Industrial Estate, Kimmage, Dublin 12 as Vendors (the “Vendor”) or

b. any of representatives, employees or agents of the Vendor

shall be liable for any damage or liability resulting from loss or interruption to a User’s access to the Data Room.

10. Neither the Vendor nor any of his representatives, employees or agents make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any Information.
    
    
11. The Data Room or access to it may be withdrawn at any time without notice. No assurance is given that the Data Room will be available at any particular time or that any information can be accessed in any format, at any download rate or at all.
    
    
12. The Information in the Data Room is prepared on a strictly non-reliance basis for the assistance of interested parties in making their own evaluation of the proposed transaction and without liability whatsoever (express or implied) for the Vendor or his legal advisers.
    
    
13. No legal document in the Data Room will be construed as the giving of legal advice by any person. It is strictly a matter for you to carry out your own independent due diligence to satisfy yourself on all matters deemed relevant or material. Neither the Vendor nor any of his representatives, employees or agents nor their legal advisers shall be liable to any party for any loss or damage (whether foreseeable or not) howsoever arising directly or indirectly from any use of or reliance on the Information.
     

Confidentiality Terms

1. You acknowledge that you, an Authorised Person, your employer, your associates, your clients or other affiliated parties (as the case may be) ("Relevant Parties"), are conducting an assessment of whether and on what terms you and/or the Relevant Parties may pursue or support or may continue to pursue or support the entering into discussions/negotiations concerning the possible acquisition of the Properties with the Vendor (the "Purpose").

2. For the purposes of this paragraph 2 "Confidential Information" means any information or data relating to the Properties and  the Purpose including the technology, know how, trade secrets, trade, proprietary and/or other confidential information of a Relevant Party or any of its affiliates, including, without limitation, any and all finance and facility documents, security documents, title documents, reports, valuations, statements of affairs, database data, security reviews, surveys, planning materials, books, records, accounts, memoranda, agreements, documents, correspondence and information in relation to any tenants of the Properties, any management agreements, employee contracts or other data and any and all discoveries, ideas, concepts, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans and strategies, customer names and other technical, financial or commercial information or personal data relating to or concerning the Properties and/or a Relevant Party to this Agreement (or an Affiliate) and/or, in any case whether disclosed in written, oral, electronic or other tangible or intangible forms, and however recorded, preserved or disclosed, and whether disclosed directly by one Party to this Agreement to another Party to this Agreement or by a third party on behalf of a Party to this Agreement and whether disclosed before or after the date of this Agreement and may include information received from third parties acting in cooperation with or for the Vendor. In consideration of the disclosure of the Confidential Information, you:

a. acknowledge that the Confidential Information is confidential in nature and valuable to the Vendor;

b. agree that you:

                i.          must hold the Confidential Information in strict confidence and must not disclose it or otherwise make it available to any person other than to persons who reasonably need to know the information for the Purpose (but for the avoidance of doubt, not to any other person, nor to debt financiers without the express prior written consent of the Vendor);

                ii.          must not use any Confidential Information for any purpose other than the Purpose;

                iii.          must not copy, extract, record or reproduce any Confidential Information except to the extent necessary to carry out the Purpose and put a notice on all such copies that the information is confidential;

                iv.          must store all Confidential Information so that it is protected from unauthorised access, use, copying, reproduction or disclosure and in a way that it can be retrieved later; and

                v.          must promptly notify the Vendor if you become aware or suspect that any Confidential Information has been, or is likely to be, held, disclosed, used, copied, reproduced or stored in a way that is inconsistent with this paragraph 2

provided that you are not prevented from disclosing the Confidential Information to the extent that disclosure of the Confidential Information is required to be made by law, regulation, court order or the rules of any stock exchange or securities authority or governmental or other regulatory body. In such circumstances you will promptly give written notice of that fact to the Vendor prior to such disclosure and consult with the Vendor with a view to agreeing the timing and content of such disclosure and, if the Vendor requests, you will use all reasonable endeavours to obtain a confidentiality assurance from the recipient(s);

c. agree to inform each person to whom Confidential Information is disclosed under paragraph 2. b.:

                     i.          that the Confidential Information is confidential; and

                     ii.          that the person is required to comply with this paragraph 2 as if it were addressed to them;

d. agree to ensure that each person to whom Confidential Information is disclosed under paragraph 2.b. complies with the obligations set out in paragraph 2 as if those obligations were imposed on that person;

e. following a request from the Vendor, agree to promptly return to the Vendor or destroy or procure the destruction of all documents and other materials containing Confidential Information in the possession, power or control of you, and use all reasonable endeavours to procure that all Relevant Parties destroy or procure the destruction of all documents and other materials containing Confidential  Information in the possession, power or control of them (including all documents produced by you or the Relevant Parties containing or derived from the Confidential Information) and delete, or procure the deletion of, any Confidential Information that has been entered into a computer, database or other electronic information storage medium The obligations in this paragraph 2.e. shall not apply if and to the extent that you are required by law or regulation to retain such Confidential Information. The return, destruction or deletion of any Confidential Information in accordance with this paragraph 2.e does not release you from your obligations under this paragraph 2;

f. acknowledge and agree that, to the extent permitted by law:

                     i.          neither the Vendor nor any of his representatives, employees or agents make any representation or warranty as to the accuracy or completeness of the Confidential Information or that the Confidential Information includes all information that may be material to you in connection with the Purpose; and

                     ii.          you may not rely on the Confidential Information in any way;

g. acknowledge and agree that damages alone would not be adequate to compensate the Vendor for any breach by you of this paragraph 2 and agree that the Vendor may seek an injunction against you if you are in breach or threaten to breach, or if the Vendor reasonably believes that you will breach, this paragraph 2;

h. agree to keep confidential the fact that discussions relating to, and the fact of your participation therein, the Purpose are taking (and, if they terminate, have taken) place; and

i. acknowledge and agree that your obligations under this paragraph 2 continue until the date which is three years from the date of this agreement.

j. The Relevant Parties agree to indemnify fully and hold harmless the Vendor and his agents (each of which is referred to as an "Indemnified Party") from and against any and all losses, claims, damages and liabilities (or actions in respect thereof), costs (including legal and other professional fees and disbursements), charges and expenses which may be instituted, made or alleged against or which are suffered or incurred by an Indemnified Party and which arise from any breach of the terms of this Agreement by any member of the Relevant Parties and/or any of its respective Agents.

3. The terms of any other confidentiality agreement ("Confidentiality Agreement") between an Authorised Person and the Vendor from time to time shall also apply to the Information and Confidential Information and each User is deemed to be aware of, and agrees to be bound by, the terms of the Confidentiality Agreement as if it was the counterparty to the Vendor under the Confidentiality Agreement. Where any User has not accepted the Confidentiality Agreement, the User confirms that he/she has read and is aware of the Confidentiality Agreement.

General terms

1. These terms shall be governed by Irish law and you hereby irrevocably submit to the exclusive jurisdiction of the Irish courts.
   
   

By clicking on the "Accept" button, you acknowledge that you are a "User" and acknowledge that you have read, understood, and agree to be bound by the above terms, both in your individual capacity and to the extent possible for and on behalf of the Authorised Person.