MORTGAGE OF

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BANK IRELAND PLC having its registered office at Sandwith Street, Dublin 2, (the cBank d ). WITNESSES: 1 CHARGING CLAUSE 1.1 Creation of security. As security for the payment and discharge by the Chargor of the Secured Liabilities the Chargor as beneficial owner (and also in the case of registered land as registered owner or as the person entitled to be registered as registered owner) hereby: 1.1.1 Land . CHARGES the Mortgaged Property with the payment of the Secured Liabilities and ASSENTS to the registration of such charge as a burden on the property thereby affected; 1.1.2 security assignments. ASSIGNS in favour of the Bank the full benefit of: (a) the Ancillary Covenants, (b) the Compensation Rights, (c) the Insurances, and (d) the Rent, to hold the same unto the Bank absolutely; (To the extent that the Insurances are not assignable, the assignment which clause 1.1.2(c) purports to effect shall operate as an assignment of all present and future rights and claims of the Chargor to any proceeds of such Insurances.) 1.1.3 fixed charges. CHARGES in favour of the Bank by way of fixed charge: (a) any estate or interest which the Chargor may from time to time hereafter acquire in the Mortgaged Property; (b) the Licences (but not with respect to any Liquor Licence so as to create any property or interest in same separate from the Mortgaged Property); (c) the goodwill of any business carried on by the Chargor on the Mortgaged Property; (d) the Rent Account and all monies (including interest) from time to time standing to the credit thereof and the debts represented thereby; and 1.1.4 floating charge. (in the event only of the Chargor being a body corporate) CHARGES in favour of the Bank by way of floating charge the Floating Charge Property. 2 1.2 Conversion of Floating charge. 1.2.1 The Bank may at any time and from time to time by notice to the Chargor convert the floating charge hereby created into a fixed charge as regards such of the Floating Charge Property specified (whether generally or specifically) in that notice. 1.2.2 If an Enforcement Event occurs or if any of the Secured Assets become subject to; (a) any Security Interest; or (b) a disposition other than a disposition permitted by clause 7.8 ;or (c) any distress, attachment, execution or other legal process, then, the floating charge hereby created shall automatically without notice be converted into a fixed charge over those Secured Assets instantly such event occurs. 1.2.3 Nothing in this clause shall prejudice or affect any other event which may cause the floating charge hereby created to crystallise. 1.3 Grant of further security. If the Chargor is a body corporate it shall, if and so often as requested by the Bank, forthwith grant a legal mortgage, fixed charge or legal assignment as further security for the Secured Liabilities over such of the Floating Charge Property as the Bank may specify (whether generally or specifically) . 1.4 Assent to registration. The Chargor hereby ASSENTS to the registration of all or any of the foregoing security as a burden on the property thereby affected. 1.5 Rent Account. Without prejudice to the generality of clause 17, the Bank may so often as it thinks fit (whether or not this Mortgage has become enforceable), without prior notice to the Chargor, apply the whole or any part of the monies standing to the credit of the Rent Account in or towards payment and discharge of the Secured Liabilities. 1.6 None of the provisions of this Mortgage shall be deemed to impose on the Bank or imply on its part any obligation or other liability whatsoever in relation to the Rent, the Rent Account or any moneys standing to the credit thereof or to constitute the Bank a mortgagee in possession thereof. 1.7 No obligation on the Bank. Nothing in this clause 1 shall impose any obligation or liability on the Bank in respect of any of the Secured Assets. 2 DEFINITIONS AND INTERPRETATION 2.1 Definitions. Unless the context otherwise requires, in this Mortgage: cAct d means the Land and Conveyancing Law Reform Act 2009; cAffiliate d of a person means any subsidiary or holding company (within the meaning given to such expressions by Section 155 of the Companies Act 1963) of such person or any subsidiary of any such holding company; cAncillary Covenants d means all covenants, agreements, undertakings, warranties, bonds, guarantees, indemnities and other agreements the benefit of which is now or hereafter vested in the Chargor in respect of the design, construction, fit out or maintenance of any building, structure or erection now or hereafter on the Mortgaged Property or of any roads, footpaths or utilities for services now or hereafter abutting or serving the Mortgaged Property or the taking in charge thereof or the paying of any charge or levy in respect thereof; 3 cBank d includes its successors and assigns (whether immediate or derivative) who shall be entitled to enforce and proceed upon this Mortgage and exercise all powers and discretions of the Bank as if named herein; cChargor d includes the personal representatives, successors and permitted assigns (whether immediate or derivative) of each person included in that expression; cCompensation Rights d means all present and future rights of the Chargor to be paid or receive compensation by reason of any compulsory acquisition requisitioning or other exercise of compulsory powers in relation to the Secured Assets or any refusal withdrawal or modification of planning permission or approval relative thereto or any control or limitation imposed upon or affecting the use of the Secured Assets; cEnforcement Event d means any of the following events:- (a) a failure by the Chargor to pay or discharge any of the Secured Liabilities when the same ought to be paid or discharged; or (b) any event (whether described as an event of default or otherwise) by virtue of which any of the Secured Liabilities becomes due to be paid or discharged before the date on which it would otherwise be due to be paid or discharged; cEnvironmental Laws d means all laws, directions and regulations concerning the protection of the environment or human health including, without limitation, the conservation of natural resources, the production, storage, transportation, treatment, recycling or disposal of any waste or any noxious, offensive or dangerous substance or the liability of any person whether civil or criminal for any damage to or pollution of the environment or the rectification thereof or any related matters; cFloating Charge Property d means all plant, machinery and other equipment, tools, furniture, vehicles, building materials and other goods of any kind now or from time to time hereafter placed on or used in or about the Mortgaged Property (excluding however, any such item which is included in the definition of Mortgaged Property and effectively subject to fixed security hereunder); cInsurances d means all insurance policies now or at any time hereafter taken out by the Chargor in respect of the Secured Assets (whether pursuant to the covenants contained in this Mortgage or otherwise) and all monies from time to time payable in respect of the same; cLicences d means all licences including any Liquor Licence presently held or hereafter acquired by the Chargor (or a nominee of the Chargor) in connection with any business carried on by the Chargor or the user of any of the Secured Assets; cLiquor Licence d means each and every licence (if any) including any renewal, extension or replacement thereof now or hereafter held by the Chargor (or any nominee of the Chargor) in relation to the Mortgaged Property for the sale of spirituous or intoxicating liquor whether for consumption on or off the premises; cMortgaged Property d means: (a) the property described in Schedule 1 hereto; and (b) (by way of extension of Section 71 of the Act) all rights, liberties, powers, easements, quasi easements and appurtenances (in each case of whatever nature) attached or appurtenant thereto and all buildings, structures, erections, fixtures (including trade fixtures) from time to time therein and thereon; cOccupational Leases d all leases, licences, agreements for lease or licence and other agreements for the occupation, possession or use of the whole or any part or parts of the Mortgaged Property subject to which the interest of the Chargor in the Mortgaged Property is now or from time to time hereafter held and c Occupational Lease d means any of them; 4 cPlanning Acts d means the Planning and Development Acts 2000 to 2007 and the Building Control Acts 1990 and 2007 and any regulations made pursuant to any of the foregoing and any other legislation of a similar nature; cReceiver d has the meaning given in clause 9.1; cRent d means all monies now or hereafter payable to or for the benefit of the Chargor in connection with the letting, licensing or usage of the Mortgaged Property including (without limiting the foregoing) all of the following amounts payable to or for the benefit of the Chargor under the Occupational Leases or otherwise in respect of the Mortgaged Property:- (a) all rents and licence fees; (b) all premiums, key monies and other like sums payable on the making, surrender or variation of any letting or licence; (c) all mesne profits; (d) all amounts allowed in favour of the Chargor by way of apportionment of rent on the purchase or sale of any part of the Mortgaged Property; (e) all interest earned on any deposit held as security for the performance of any tenant 9s or licensee 9s obligations to the extent that such interest accrues for the benefit of the Chargor; (f) all amounts payable by any guarantor or indemnifier in respect of any of the foregoing; (g) all amounts payable under any policy of insurance in respect of any of the foregoing; and (h) all interest payable on any of the foregoing; cRent Account d means the account, if any, in the name of the Chargor with the Bank which is detailed in Schedule 2 or such other account or accounts as the Bank may from time to time specify for the purpose of receiving the Rent; cSecured Assets d means the property, revenues and other assets of the Chargor which are, or are expressed to be, the subject of any security created, constituted or evidenced or expressed or intended to be created, constituted or evidenced by this Mortgage; cSecured Liabilities d means all monies and liabilities that are now or shall from time to time hereafter be due, owing or incurred by the Chargor to the Bank on any account or in any manner whatever or howsoever: (a) whether actually or contingently, and (b) whether solely or jointly with any other person(s), and (c) whether as principal or surety or otherwise; and (d) whether originally due, owing or incurred to the Bank or purchased or otherwise acquired by it; and (e) whether in respect of principal, interest, discount, commission, fees or expenses or otherwise; cSecurity Interest d means any mortgage, charge, pledge, lien or other security interest and any agreement or arrangement having substantially the same economic effect; and 5 cSpecified Rate d means three per cent per annum above the cost to the Bank as certified by the Bank (without proof or evidence of actual cost) if it were to fund the relevant amount on the eurozone or other appropriate Interbank Market for such period or periods as the Bank may in its absolute discretion select. 2.2 Interpretation. In this Mortgage:- 2.2.1 any reference to a person shall be construed as a reference to any person, firm, company, corporation, government, state or agency of any government or state or any association or partnership (whether or not having separate legal personality) of any two or more of the foregoing; 2.2.2 any reference to any statutory provision, order or regulation shall include reference to any extension, modification, replacement or re-enactment thereof from time to time in force and all regulations and orders from time to time made thereunder and any analogous provision or rule under any applicable law for the time being in force; 2.2.3 any reference to any agreement or other instrument (including, without limitation, this Mortgage) shall be deemed to be a reference to such agreement or instrument as amended or replaced from time to time and all agreements or other instruments supplemental thereto; 2.2.4 words denoting the singular include the plural and vice versa and words denoting any gender include all genders; 2.2.5 any reference to a clause or schedules is, unless otherwise stated, a reference to a clause of or schedule to this Mortgage; and 2.2.6 headings are for reference purposes only and shall not affect the construction of this Mortgage. 2.3 Joint and several liability. If the expression cChargor d consists of two or more persons:- 2.3.1 such expression shall in this Mortgage mean and include such two or more persons and each of them or (as the case may require) any of them; 2.3.2 the expression cSecured Liabilities d shall be construed so as to include and this Mortgage shall be security for all monies, obligations and liabilities due, owing or incurred by any of such persons to the Bank whether solely or jointly or jointly and severally with any other(s) of them or with any other person(s); 2.3.3 all agreements, obligations, covenants, undertakings, warranties, representations, mortgages and charges herein expressed or implied on the part of the Chargor shall be deemed to be made or undertaken by such persons jointly and severally and the act or default of any one of such persons shall be deemed to be the act or default of all of them; 2.3.4 none of such persons shall as against the Bank be entitled to any of the rights or remedies legal or equitable of a surety as regards the indebtedness, obligations or liabilities of any of the other of them or be entitled in competition with or priority to the Bank to claim or exercise any of the rights (in the nature of contribution or otherwise) of one joint (or joint and several) debtor against another; 2.3.5 each shall be bound even if any of the others of them intended or expressed to be bound by this Mortgage shall not be so bound; and 2.3.6 the Bank shall be at liberty to release or discharge any one or more of them from any liability under this Mortgage or in respect of his or their interest in the Secured Assets or to take any composition from or make any other arrangements or variation with any one or more of them without thereby releasing or discharging any other or others of them or 6 otherwise prejudicing its rights or remedies against any other or others of them or the Secured Assets. 3 COVENANT TO PAY 3.1 Covenant to pay. The Chargor hereby covenants with the Bank that the Chargor will, on demand pay and discharge the Secured Liabilities when the same are due to be paid and discharged. The Chargor acknowledges that the Secured Liabilities shall, in the absence of express written agreement to the contrary, be due and payable to the Bank on demand. 3.2 Gross up. All sums payable by the Chargor under this Mortgage shall be paid without any set-off counterclaim withholding or deduction whatsoever unless required by law in which event the Chargor will simultaneously with making the relevant payment under this Mortgage pay to the Bank such additional amount as will result in the receipt by the Bank of the full amount which would otherwise have been receivable and will supply the Bank promptly with evidence satisfactory to the Bank that the Chargor has accounted to the relevant authority for the sum withheld or deducted. 3.3 Appropriation. All payments to be made under this Mortgage by the Chargor shall be made free and clear of and without deduction for or on account of either any set-off or counterclaim or any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever. If the Chargor shall at any time be compelled by law to make any deduction or withholding from any payment to be made hereunder the Chargor will concurrently pay to the Bank such additional amount as will result in payment to the Bank of the full amount which would have been received if such deduction or withholding had not been made. 3.4 Interest. The Chargor hereby covenants with the Bank to pay interest (as well after as before any demand or judgment) on the Secured Liabilities at the rates and upon the terms from time to time agreed with the Bank (or in the absence of agreement at the Specified Rate) upon such days as the Bank may from time to time determine and such interest shall be compounded in the event of it not being punctually paid with quarterly (or other agreed) rests in accordance with the usual practice of the Bank but without prejudice to the right of the Bank to require payment of such interest when due. 4 COVENANT TO RELEASE Subject to and without prejudice to clause 14, if all the Secured Liabilities have been finally and indefeasably paid and discharged in full and all facilities which might give rise to Secured Liabilities have been terminated the Bank will at the cost and request of the Chargor on a without recourse or warranty basis release and discharge the security created hereby. 5 CONTINUING SECURITY 5.1 This Mortgage shall be a continuing security, shall extend to the ultimate balance of the Secured Liabilities and shall continue in force notwithstanding any intermediate payment or discharge in whole or in part of the Secured Liabilities. 5.2 If : 5.2.1 the Bank receives or is deemed to be affected by notice (actual or constructive) of any subsequent Security Interest affecting the Secured Assets or any of them; or 5.2.2 for any other reason this Mortgage ceases to be a continuing security, 5.2.3 the Bank may open one or more new accounts with or continue any existing account(s) with the Chargor but in either case, the liability of the Chargor in respect of the Secured Liabilities at the date of such cessation or at the time the Bank received or was deemed to receive such notice (as the case may be) shall remain regardless of any payments in or out of any such account. 7 6 WARRANTIES 6.1 The Chargor hereby warrants, represents and undertakes to the Bank that:- 6.1.1 ownership. the Chargor is and will at all times during the subsistence of the security hereby constituted be the sole lawful and beneficial owner of the Secured Assets; 6.1.2 no breach. neither the execution of this Mortgage nor the creation of the security hereby expressed to be created or evidenced nor the performance of the Chargor 9s obligations hereunder contravenes or will at any time contravene: (a) any applicable law or regulation; or (b) any agreement or document to which the Chargor is a party or which is binding upon the Chargor or the Secured Assets; or (c) if the Chargor is a body corporate, its memorandum and articles of association or equivalent constitutional documents; 6.1.3 approvals and registrations. the Chargor holds or will, within any applicable time limit, obtain and keep in full force and effect and comply with all approvals, authorisations, consents, licences, registrations, filings and exemptions necessary for the creation or validity of the security hereby expressed to be created or evidenced and for the Chargor to perform the Chargor 9s obligations hereunder; 6.1.4 enforceability. on the date hereof and on each date hereafter until released by the Bank, this Mortgage constitutes a first priority security interest over the Secured Assets enforceable in accordance with its terms against the Chargor, the Chargor 9s creditors and any liquidator or trustee or assignee in bankruptcy appointed to the Chargor; and 6.1.5 compliance with planning requirements . it has not, prior to the date of this Mortgage carried out or permitted to be carried out any development within the meaning of the Planning Acts upon the Mortgaged Property in respect of which any requisite permission has not been obtained and that all conditions subject to which such permissions have been granted have been duly complied with. 6.2 Each person comprised in the expression Chargor which is a body corporate hereby additionally warrants, represents and undertakes to the Bank that:- 6.2.1 incorporation. it is duly incorporated, organised and validly subsisting and has power to own its property and assets and carry on its business as it is now being conducted; 6.2.2 authority. it has taken all necessary corporate and other action required to authorise the execution and delivery of this Mortgage, the creation of the security hereby expressed to be created or evidenced and its performance in accordance with its terms; 6.2.3 power and capacity. it has the power and capacity to enter into and perform its obligations under this Mortgage and to create the security hereby expressed to be created; and 6.2.4 companies office registration. without prejudice to the generality of clause 6.1.3, this Mortgage will be presented for registration with the Companies Registration Office of Ireland within twenty one days of its creation. 6.3 The warranties contained in this clause shall be deemed to be repeated on each day that this Mortgage remains in force. 8 7 COVENANTS The Chargor hereby covenants with the Bank (to the intent that the covenants in this clauses relating to the Liquor Licence will only apply if there is a Liquor Licence attached to the Mortgaged Property) that until this Mortgage is discharged, the Chargor will:- General covenants 7.1 carry on its business. carry on and conduct any business carried on by the Chargor in a proper and efficient manner and not without obtaining the previous written consent of the Bank make any substantial alteration in the nature of that business; 7.2 keep books. keep full and proper books and accounts and records and permit the Bank free access at all reasonable times to inspect and take copies of same; 7.3 obtain licences, etc. obtain and maintain at the Chargor 9s expense all licences, permissions, registrations, consents and authorisations which may be required in order to enable the Chargor carry on its business or enjoy the use of the Secured Assets or the Bank to have the full benefit of the security intended to be created by this Mortgage; 7.4 keep tax affairs up to date. ensure that the Chargor 9s tax affairs are at all times up to date and in order and, if required by the Bank, produce evidence of same to the Bank; 7.5 information. keep the Bank fully informed of the state of the Chargor 9s business and affairs and promptly furnish to the Bank all such information in relation to the Chargor 9s business and affairs as the Bank may from time to time require (such information to be certified as to its truth, accuracy and completeness in such form and by such officers, managers, employees or representatives of the Chargor as the Bank may reasonably require); 7.6 assist Bank. at the cost of the Chargor, afford the Bank and its agents all reasonable assistance required by the Bank or its agents to enforce all or any rights, powers and remedies under or pursuant to or in connection with this Mortgage; 7.7 further assurance. at the cost of the Chargor, execute and do all such assurances and things as the Bank may reasonably require for perfecting the security intended to be constituted by this Mortgage and for enforcing all or any of the Bank 9s rights in or in respect of all or any of the Secured Assets; Secured Assets 7.8 Negative pledge. not 7.8.1 create or permit to subsist any Security Interest over the Secured Assets or any of them; or 7.8.2 part with, sell, transfer, lend, lease or otherwise dispose of, whether by means of one or of a number of transactions related or not and whether at one time or over a period of time, the whole or any part of the Secured Assets, except that, if the Chargor is a body corporate, it may in the ordinary course of its business and for the purpose of carrying on the same, sell, lease or otherwise dispose of, at market value, any of the Floating Charge Property until such time as the floating charge thereon has been converted or crystallised into a fixed charge; 7.9 not jeopardise Secured Assets. not do or cause or permit to be done anything which may in any way depreciate, or otherwise prejudice the value (whether monetary or otherwise) to the Bank of the Secured Assets or any of them; 7.10 repair. keep the Secured Assets in good and substantial repair and condition and in good working order; 9 7.11 inspection. permit any person authorised by the Bank free access at all reasonable times to view the state and condition of the Secured Assets without becoming liable to account as mortgagee in possession; 7.12 insure. insure and keep insured all parts of the Secured Assets as are of an insurable nature with such insurer as the Bank may approve against: (a) loss or damage by fire, storm, lighting, terrorist attack, explosion, earthquake, riot, civil commotion, malicious damage, impact, flood, escape of water or oil, subsidence, heave and landslip, aircraft and other aerial devices or articles dropped therefrom; (b) other risks normally insured against in accordance with prudent practice; (c) such other risks as the Bank shall from time to time reasonably require, in a sum equal to the replacement or reinstatement value thereof from time to time together with, where the Mortgaged Property is a tenanted property, three years loss of rent and including, where applicable, the cost of demolition and site clearance, architects 9, surveyors 9 and other professional fees and incidental expenses in connection with the replacement or reinstatement and value added tax; Without prejudice to the foregoing requirements of the Bank, the Chargor shall be responsible during the subsistence of this Mortgage for ensuring the adequacy and scope of the insurance cover. In the event of an insurance claim the Bank shall not be liable to the Chargor if the sum insured does not cover the full reinstatement cost of the Secured Assets (the Chargor making up any shortfall out of its own moneys). The insurances effected shall not be amended by the Chargor without the prior written consent of the Bank; 7.13 note the interest of the Bank. note the interest of the Bank upon all policies of such insurance and procure that each policy of such insurance incorporates a mortgagee protection clause, whereby such insurances will not be invalidated, vitiated or avoided as against a mortgagee in the event of any misrepresentation, act, omission, neglect or failure to disclose on the part of the insured; 7.14 pay premiums and produce policies. promptly pay all premiums and other monies necessary for effecting and keeping up the policies of such insurance and (if the Bank so requires) produce to or deposit with the Bank all such policies and the receipts for all premiums and other payments necessary for effecting and keeping up such policies; 7.15 leases. in the case of any immoveable leasehold property where the Chargor is prohibited by the terms of the relevant lease from complying with the insurance obligations referred to in this clause 7, the Chargor shall procure (where it is empowered to do so) or otherwise use all reasonable efforts to procure the maintenance by the landlord (or other third party) of such insurance obligations in accordance with the provisions of the relevant lease with the Bank 9s interest as mortgagee noted on such insurance policies; 7.16 insurance proceeds. subject to the terms of any lease of the Mortgaged Property pay all money received under any insurance of any of the Secured Assets to the Bank and pending such payment to hold same in trust for the Bank to be applied by the Bank at its absolute discretion either in making good the loss or damage in respect of which the money is received or in or towards the discharge of the Secured Liabilities; 7.17 observe obligations. observe and perform all covenants, stipulations and conditions to which any of the Secured Assets or the user thereof is now or may hereafter be subject and (if the Bank so requires) produce to the Bank evidence sufficient to satisfy the Bank that such covenants, stipulations and conditions have been observed and performed; 7.18 onerous obligations, etc. not enter into any onerous or restrictive obligations affecting any of the Secured Assets or create or permit to subsist any over-riding interest or right therein or thereover which might adversely affect the value thereof; 10 7.19 not lease. not without first obtaining the written consent of the Bank give or agree to give any licence or tenancy affecting any part of the Secured Assets nor exercise the powers of leasing or agreeing to lease or of accepting or agreeing to accept surrenders conferred upon a mortgagor by statute or otherwise or enter into or permit any parting with possession or sharing agreement whatsoever in respect of the Secured Assets; 7.20 pay outgoings. pay all rents, rates, taxes, levies, assessments, impositions and outgoings whatsoever whether governmental municipal or otherwise which may be imposed upon or payable in respect of the Secured Assets as and when the same shall become payable and on demand produce the receipt for such payments; 7.21 investigate title. grant, on request, all facilities to enable the Bank or its lawyers to carry out, at the cost of the Chargor, investigations of title to any of the Secured Assets; 7.22 environmental laws : properly discharge all duties of care and responsibilities placed upon it by all applicable Environmental Laws and observe and perform all the requirements of all applicable Environmental Laws both in the conduct of its general business and in the management, possession or occupation of all or any part of the Secured Assets and in particular, not without the prior written consent of the Bank, place or allow to be placed on any part of the Mortgaged Property any waste or noxious material; 7.23 observe enactments. observe any and every enactment (which expression in this clause includes as well any and every enactment already or subsequently to be passed) relating to or affecting the Secured Assets; Mortgaged Property 7.24 observe covenants. observe and perform (and ensure the observance and performance by any person at any time occupying the Mortgaged Property or any part or parts thereof) all covenants stipulations and conditions to which the Secured Assets or any of them or the user thereof is now or may hereafter be subjected and (if the Bank so requires) produce to the Bank evidence sufficient to satisfy the Bank that such covenants stipulations and conditions have been observed and performed; 7.25 alteration or development of the Mortgaged Property. not, without obtaining (a) the prior consent written of the Bank, and (b) all necessary planning permissions under the Planning Acts, make any structural or material alteration to the Mortgaged Property or any building, structure or erection forming part of the Mortgaged Property or do or permit to be done anything which is cdevelopment d or a change of use within the meaning of the Planning Acts or any orders or regulations under such Acts; 7.26 not obtain planning permission without consent of Bank. not, without obtaining the prior written consent of the Bank, make any application for planning permission under the Planning Acts relating to the Mortgaged Property and not implement any planning permission received by it until it has been acknowledged by the Bank to be acceptable to it; 7.27 furnish planning permission. in the event of obtaining planning permission in relation the Mortgaged Property, produce that permission to the Bank within seven days of receipt of it; 7.28 carry out works to Bank 9s satisfaction. in the event of the Bank giving consent to commence and proceed with any works to the Mortgaged Property, without delay, carry out those works to the Bank 9s satisfaction in accordance with the plans and specifications approved of by the Bank and the provisions and conditions of all applicable planning permissions under the Planning Acts and otherwise in accordance with all applicable laws and regulations; 7.29 not remove fixtures. not sever or remove or unfix any fixtures or plant or machinery from the Mortgaged Property except for the purposes of effecting any necessary repairs, or of replacing the same with new and improved models. 11 7.30 provide notices. within seven days of receipt thereof, give full particulars to the Bank of any notice or order or proposal for a notice or order given, issued or made by any authorised person which in any way relates to or affects the Mortgaged Property and will, if so required by the Bank, produce to it such notice, order or proposal and take all reasonable and proper steps to comply with such order or notice without delay and, at the request of the Bank, make or concur with the Bank in making any objections or representations against or in respect of any such notice, order or proposal or any appeal against any such notice order or proposal as the Bank may deem expedient; 7.31 deposit title deeds. deposit with the Bank and permit the Bank to retain as part of the security hereby constituted the deeds and documents of title of the Mortgaged Property; 7.32 inform Bank of additional interests. forthwith inform the Bank upon acquiring any additional estate or interest in the Mortgaged Property and deposit with the Bank and permit the Bank to retain as part of the security hereby constituted the deeds and documents of title thereof and if required by the Bank execute in favour of the Bank a mortgage over same in similar form hereto with any modifications the Bank may require; Occupational Leases 7.33 observe obligations under Occupational Leases. duly and promptly observe and perform all its obligations as landlord or licensor under or pursuant to each of the Occupational Lease; 7.34 procure observance with Occupational Leases. use all reasonable endeavours to procure the due and prompt performance by the other parties thereto of their respective obligations under or pursuant thereto; 7.35 deposit original Occupational Lease. deliver to the Bank as soon as possible after completion of any Occupational Lease for retention by the Bank a duly completed and (where necessary) stamped original or counterpart of the relevant Occupational Lease; 7.36 not create new Occupational Leases. (without prejudice to the generality of clause 7.19) not, without the prior written consent of the Bank, grant or agree to grant any new Occupational Lease; 7.37 not accept surrenders. (without prejudice to the generality of clause 7.19) not, without the prior written consent of the Bank, accept or agree to accept any surrender of any Occupational Lease; 7.38 not amend Occupational Leases. not, without the prior written consent of the Bank, amend or waive or agree to amend or waive any provision of any Occupational Lease; 7.39 not permit assignment etc. not, without the prior written consent of the Bank, grant permission to the tenant or licensee under any Occupational Lease to effect any assignment or sub-letting or licensing or sub-licensing of that tenant 9s or licensee 9s interest under such Occupational Lease; 7.40 operate rent reviews. ensure that all provisions for the review of rent under each Occupational Lease are duly and promptly implemented and not, without the prior written consent of the Bank, agree to any review of rent under any Occupational Lease; 7.41 collect the Rent. collect the Rent immediately same become due and payable and forthwith pay all proceeds of such collection to the Rent Account and pending such payment hold the same in trust for the Bank; 7.42 not make withdrawals from the Rent Account. not without the prior written consent in writing of the Bank, withdraw or attempt to withdraw any monies standing to the credit of the Rent Account or (without prejudice to the generality of clause 7.8) mortgage, charge, assign or otherwise encumber or dispose of the Rent Account or any monies standing to the credit thereof; 7.43 notify rent collectors. if requested by the Bank write (in the relevant form set out in schedule 3 or otherwise as the Bank may direct) to each of the Chargor 9s agents and 12 representatives into whose hands or control any part of the Rent may come informing each such addressee of this Mortgage and instructing each such addressee (i) to remit promptly to the Rent Account or such other account(s) as the Bank may from time to time specify any part of the Rent which may come into such addressee 9s hands or control and to continue so to do until such time as such addressee may receive written notice to the contrary direct from the Bank and (ii) to acknowledge (in the relevant form set out in schedule 3 or otherwise as the Bank may direct) to the Bank receipt of such instructions; 7.44 notify tenants. if requested by the Bank write (in the relevant form set out in schedule 3 or otherwise as the Bank may direct) to the tenants/licensees under such of the Occupational Leases as the Bank shall from time to time specify (whether specifically or generally) informing each such addressee of this Mortgage and instructing each such addressee (i) to remit promptly to the Rent Account or such other account(s) as the Bank may from time to time specify any part of the Rent payable by such addressee and to continue so to do until such time as such addressee may receive written notice to the contrary direct from the Bank and (ii) to acknowledge (in the relevant form set out in schedule 3 or otherwise as the Bank may direct) to the Bank receipt of such instructions; Liquor Licence 7.45 carry on licensed business. carry on the business of a licensed publican, an off licence or, as the case may be, a hotel keeper at the Mortgaged Property to best advantage in a proper and businesslike manner and in conformity with all statutes, regulations and bye-laws applicable thereto and not permit or suffer to be done any act or thing whereby the Liquor Licence may be forfeited or the renewal thereof endangered; 7.46 keep liquor licence in full force and effect. keep in full force and effect and so often as is necessary promptly renew the Liquor Licence and apply for and obtain any extension to or replacement of the Liquor Licence necessary or desirable in connection with any extension enlargement or reconstruction of the Mortgaged Property; 7.47 deposit Liquor Licence. immediately on the execution of this Mortgage, deposit with the Bank and permit the Bank to retain as part of the security hereby constituted the Liquor Licence and forthwith on each renewal of the Liquor Licence deposit with the Bank and permit the Bank to retain as part of the security hereby constituted the renewal thereof in each such case on terms that the Bank will at the request of the Chargor produce the Liquor Licence at such time or times and at such place or places as may be necessary and proper for the Chargor to produce the same for any purpose or requirement of any statute or regulation affecting licensed premises or persons or otherwise necessary and proper to enable the Chargor to carry on the business of a licensed publican or, as the case may be, hotel keeper at the Mortgaged Property; 7.48 insure Liquor Licence. insure and keep insured the Liquor Licence against loss, non-renewal or forfeiture in a sum at least equal to the difference in value of the Mortgaged Property with the benefit of the Liquor Licence and without such benefit with an insurance company and on terms previously approved by the Bank and note the interest of the Bank upon all policies of such insurance and (If the Bank so requires) produce to or deposit with the Bank all policies of such insurance and the receipts for all premiums and other payments if necessary for effecting and keeping up such policies; and 7.49 application of insurance proceeds. procure that all monies now or hereafter payable under any policy of insurance in respect of the loss, non-renewal or forfeiture of the Liquor Licence whether effected or maintained in pursuance of clause 7.48 or otherwise are paid to the Bank or if the same are paid to the Chargor hold all such monies on trust for the Bank to be applied in or towards the discharge of the Secured Liabilities. Provided if the Chargor shall fail to perform any of its obligation(s) under this clause 7 the Bank may (but shall not be obliged to) perform such obligation(s) and any monies thereby expended by the Bank shall constitute part of the Secured Liabilities. 13 8 ENFORCEMENT 8.1 Time for enforcement. The security constituted by this Mortgage shall become enforceable and the floating charge, if any, herein contained shall crystallise immediately upon and at any time after the occurrence, for any reason, whether within or beyond the control of the Chargor, of an Enforcement Event. 8.2 Discretion as to enforcement. After the security constituted by this Mortgage has become enforceable, the Bank may in its absolute discretion enforce all or any part of the security in any manner it sees fit and the power of sale and other powers conferred on mortgagees by the Act shall apply to this Mortgage in each case as varied or extended by this Mortgage. Section 99 of the Act shall not apply to this Mortgage and neither the Bank nor any Receiver shall be obliged to take any steps to sell or lease the Secured Assets after going into possession of same and the Bank and any Receiver shall have absolute discretion as to the time of exercise of the power of sale and the power of leasing and all other powers conferred on them by the Act or otherwise. 8.3 Possession. At any time after the security hereby constituted has become enforceable and without the need to obtain the consent of the Chargor or an order for possession under sections 97 or 98 of the Act, the Bank may without further notice or demand enter into possession of the Secured Assets. The rights of the Bank under this clause are without prejudice to, and in addition to, any right of possession (express or implied) to which it is at any time otherwise entitled (whether by virtue of this Mortgage, operation of law, statute, contract or otherwise). 8.4 Power of sale. At any time after the security hereby constituted has become enforceable the power of sale and all other powers conferred on mortgagees by the Act shall be exercisable immediately without the need: 8.4.1 for the occurrence of any of the events specified in paragraphs (a) to (c) of section 100(1) of the Act, or 8.4.2 to give notice as specified in the final proviso to section 100(1) of the Act, or 8.4.3 to obtain the consent of the Chargor or a court order authorising the exercise of the power of sale under sections 100(2) or (3) of the Act, or 8.4.4 to give any notice to the Chargor under section 103(2) of the Act. Section 94 of the Act shall not apply to this Mortgage. 8.5 Power of leasing and accepting surrenders. The statutory powers of leasing conferred on the Bank and any Receiver are extended so as to authorise the Bank and any Receiver to lease, make agreements for leases, accept surrenders of leases and make agreements to accept surrenders of leases as it or he may think fit and without the need to comply with any provision of sections 112 to 114 of the Act. Without prejudice to the generality of the foregoing the Bank and any Receiver may exercise the statutory power to accept surrenders of leases conferred by the Act for any purpose that it or he thinks fit and not just for the purpose of granting new leases under section 112 of the Act and any new lease granted by the Bank or any Receiver following the acceptance of a surrender need not comply with the requirements of section 114(3) of the Act. 8.6 Contingencies. If the Bank enforces the security constituted by this Mortgage at a time when none of the Secured Liabilities are due but at a time when Secured Liabilities may or will become so due, the Bank (or any Receiver) may pay the proceeds of any recoveries effected by it into a suspense or impersonal account in accordance with clause 11. 8.7 No liability as mortgagee in possession . Neither the Bank nor any Receiver will be liable, by reason of entering into possession of a Secured Asset, to account as mortgagee in possession or for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable. 14 8.8 No liability for loss. Neither the Bank nor any Receiver will be liable for any loss upon a realisation of the security hereby constituted or upon the exercise of any power, authority, right or discretion of the Bank or any Receiver arising under this Mortgage. 8.9 Bank may exercise Receiver 9s Powers. All or any of the powers, authorities and discretions which are conferred by this Mortgage (either expressly or impliedly) upon a Receiver may be exercised after the Mortgage becomes enforceable by the Bank in relation to all or any part of the Secured Assets both before and after the appointment of any Receiver of all or any part of the Secured Assets. 8.10 Privileges. The Bank and each Receiver is entitled to all the rights, powers, privileges and immunities conferred by the Act on mortgagees and receivers when such receivers have been duly appointed under the Act, but so that the power of sale and other powers conferred by the Act shall be as varied and extended by this Mortgage. Protection of third parties. No person (including a purchaser) dealing with the Bank or any Receiver or its or his agents will be concerned to enquire: 8.10.1 whether any of the Secured Liabilities have become payable or remain due; or 8.10.2 whether due notice has been given to any person; or 8.10.3 whether any power which the Bank or any Receiver is purporting to exercise has become exercisable or has been or is being properly exercised; or 8.10.4 whether the Receiver is authorised to act; or 8.10.5 how any money paid to the Bank or to any Receiver is to be applied, and all protections to purchasers contained in sections 105, 106 and 108(5) of the Act shall apply to any person (including a purchaser) dealing with the Bank or any Receiver in like manner as if the statutory powers of sale and appointing a receiver had not been varied or extended by this Mortgage. 8.11 Redemption of prior mortgages. At any time after the security constituted by this Mortgage has become enforceable, the Bank may: 8.11.1 redeem any prior Security Interest against any Secured Asset; and/or 8.11.2 procure the transfer of that Security Interest to itself; and/or 8.11.3 settle and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so settled and passed shall be conclusive and binding on the Chargor. 8.11.4 All principal moneys, interest, costs, charges and expenses of and incidental to any such redemption and/or transfer shall be paid by the Chargor to the Bank. 8.12 Removal and sale of chattels. At any time after the security hereby constituted has become enforceable, the Bank or any Receiver may, as agent of the Chargor, remove, store and sell, at the expense of the Chargor, any chattels found on or about the Mortgaged Property and, in the absence of any charge or other security in favour of the Bank thereover (whether created by this Mortgage or otherwise), the net proceeds of sale thereof shall be payable to the Chargor on demand. If the Chargor is not a body corporate, the provisions of this clause shall not be construed or operate to confer on the Bank any right to any chattels of the Chargor or the proceeds of sale thereof which would constitute this Mortgage a bill of sale within the meaning of the Bills of Sale (Ireland) Acts, 1879 and 1883. 15 9 RECEIVER 9.1 Power to appoint a Receiver. At any time after the Chargor so requests or the security hereby constituted becomes enforceable, the Bank, without the need for the occurrence of any of the events specified in paragraphs (a) to (c) of section 108(1) of the Act, may from time to time appoint under seal or under the hand of a duly authorised officer of the Bank any person or persons to be receiver and manager or receivers and managers (hereinafter called a cReceiver d which expression shall where the context so admits include the plural and any substituted receiver and manager or receivers and managers) of the Secured Assets or any part or parts thereof and may from time to time under seal or under the hand of a duly authorised officer of the Bank remove any one or more receiver or receivers so appointed and may so appoint another or others in his/their stead. 9.2 Power to appoint is additional. The foregoing powers of appointment of a Receiver shall be in addition to and not to the prejudice of all statutory and other powers of the Bank under the Act or otherwise and such powers as varied or extended by this Mortgage shall be and remain exercisable by the Bank in respect of any of the Secured Assets notwithstanding the appointment of a Receiver over them or over any of the other Secured Assets. 9.3 Powers of a Receiver. A Receiver so appointed shall have and be entitled to exercise all powers conferred by the Act in the same way as if the Receiver had been duly appointed thereunder and shall furthermore but without limiting any powers hereinbefore referred to have power to:- 9.3.1 possession. take possession of, collect and get in the property in respect of which he is appointed or any part thereof; 9.3.2 manage. carry on or manage or develop or diversify or concur in carrying on or managing or developing or diversifying the business of the Chargor; 9.3.3 compromise. settle, adjust, submit to arbitration, compromise and arrange any claims, accounts, disputes, questions, demands, with or by any person who is or claims to be a creditor of the Chargor relating in any way to the Secured Assets which he or the Bank may reasonably think expedient; 9.3.4 protect Secured Assets. (a) make and effect all repairs and insurances and do all other acts which the Chargor might do as well for the protection and for the improvement of the Secured Assets; (b) commence and/or complete any building operations on the Secured Assets; and (c) apply for and maintain any planning permission, building regulation approval or any other permission, consent or licence, in each case as he may think fit. 9.3.5 hive down. do any of the following acts and things:- (a) to promote or procure the formation of any new corporation; (b) to subscribe for or acquire (for cash or otherwise) any investment in or of such new corporation; (c) to sell, transfer, assign, hire out and lend, and grant leases, tenancies and rights of user of, the Secured Assets to any such new corporation and accept as consideration or part of the consideration therefor any shares or other security in or of any corporation or allow the payment of the whole or any part of such consideration to remain deferred or outstanding; 16 (d) to sell, transfer, assign, exchange and otherwise dispose of or realise any such shares or other security or deferred consideration or part thereof or any rights attaching thereto; 9.3.6 employees, etc. appoint, hire and employ officers, employees, contractors, agents and advisors of all kinds and to discharge any such persons and any such persons appointed, hired or employed by the Chargor; 9.3.7 redemption of Security Interests. redeem any Security Interest (whether or not having priority to the security hereby created) over the Secured Assets and to settle the accounts of encumbrancers; 9.3.8 take indemnity. take any indemnity from the Chargor from and against all actions, claims, expenses, demands and liabilities whether arising out of contract or out of tort or in any other way incurred by him or by any manager, agent, officer, servant or workman for whose debt, default or miscarriage he may be answerable for anything done or omitted to be done in the exercise or purported exercise of his powers under this Mortgage or under any appointment duly made under the provisions of this clause and if he thinks fit but without prejudice to the foregoing to effect with any insurance company or office or underwriters any policy or policies of insurance either in lieu or satisfaction of or in addition to such indemnity from the Chargor; 9.3.9 sell. sell, exchange, convert into money and realise all or any part of the Secured Assets by public auction or private contract and generally in such manner and on such terms and conditions as he shall think proper. (The consideration for any such transaction may consist of cash, debenture or other obligations, shares, stock or valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over such period as he thinks fit. Fixtures, other than the landlords fixtures, may be severed and sold separately from the property containing them without the consent of the Chargor); 9.3.10 lease. let or licence or agree to let or licence any Secured Asset for such period and at such rent or licence fee (with or without a premium) and on such terms as he may think proper and accept or agree to accept a surrender of any letting or licence of any Secured Asset on any terms he thinks fit; 9.3.11 borrow money. raise and borrow money either unsecured or on the security of any Secured Asset either in priority to the security constituted by this Mortgage or otherwise and generally on any terms and for whatever purpose which he thinks fit. (No person lending that money shall be concerned to enquire as to the propriety or purpose of the exercise of that power or to check the application of any money so raised or borrowed); 9.3.12 legal actions. bring, prosecute, enforce, defend, and abandon all actions , suits and proceedings in relation to any Secured Asset which may seem to him to be expedient; 9.3.13 receipts. give valid receipts for all monies and execute all assurances and things which may be proper or desirable for realising the Secured Assets; 9.3.14 use Chargor 9s name. use the name of the Chargor for all or any of the purposes aforesaid and in any legal proceedings with full power to convey any property sold in the name of the Chargor for all of which purposes the Chargor hereby irrevocably and by way of security appoints every such Receiver to be its attorney; and 9.3.15 other powers. do all such other acts or things as he may consider to be incidental or conducive to any of the matters or powers aforesaid and to exercise in relation to the Secured Assets or any of them all such powers, authorities and things as he would be capable of exercising if he were the absolute beneficial owner of the same. 9.4 Order of Application. All monies received by any Receiver shall, notwithstanding section 109 of the Act be applied by him for the following purposes (subject to the claims of secured and 17 unsecured creditors (if any) ranking in priority to or pari passu with the security hereby constituted) in the following order:- 9.4.1 in payment of all reasonable costs, charges and expenses of and incidental to the appointment of any Receiver and the exercise of all or any of the powers aforesaid and of all outgoings properly paid by any Receiver; 9.4.2 in payment of remuneration to any Receiver at such rate as may be agreed between him and the Bank; 9.4.3 in or towards payment and discharge of the Secured Liabilities; and 9.4.4 in payment of any surplus to the Chargor or any other person entitled thereto. 9.5 Costs and expenses. The Chargor shall pay the remuneration of any Receiver and all costs, charges and expenses incurred by the Bank or any Receiver (including the costs of any proceedings to enforce the security hereby given) on a full indemnity basis and they shall constitute part of the Secured Liabilities. 9.6 Receiver is agent of the Chargor. Each Receiver is deemed to be the agent of the Chargor for all purposes and accordingly is deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Act. The Chargor alone shall be responsible for his remuneration, contracts, engagements, acts, omissions, defaults and losses and for liabilities incurred by him and the Bank shall not incur any liability (either to the Chargor or to any other person) by reason of the Bank making his appointment as a Receiver or for any other reason. 9.7 Remuneration of Receivor. The Bank may in writing fix the remuneration of any Receiver appointed by it without being limited to the rate of commission prescribed under Section 108(7) of the Act but the Bank shall not be liable for the payment of any remuneration to the Receiver or of any costs, charges or expenses of the Receiver. 9.8 Joint Receivers. If at any time there is more than one Receiver of all or any part of the Secured Assets, each such Receiver may (unless otherwise stated in any appointment document) exercise all of the powers conferred on a Receiver under this Mortgage individually and to the exclusion of each other Receiver. 10 POWER OF ATTORNEY The Chargor hereby irrevocably and by way of security appoints the Bank and each Receiver and each of their respective delegates and sub-delegates severally the attorney of the Chargor for the Chargor and in its name and on its behalf and as its act and deed or otherwise to execute, seal, deliver and otherwise perfect or do any deed, assurance, agreement, instrument and act which may be required or may be deemed proper for perfecting the Bank 9s or a Receiver 9s title to any of the Secured Assets or for vesting any of the Secured Assets in it or him or any purchaser or for the exercise of any of the powers, rights or remedies hereby conferred on the Bank and/or a Receiver. The Chargor ratifies and confirms whatever any attorney does or purports to lawfully do pursuant to its appointment under this clause. 11 SUSPENSE ACCOUNT All monies received recovered or realised by the Bank under this Mortgage may in the sole discretion of the Bank be credited to any suspense or impersonal account and may be held in such account for so long as the Bank may think fit pending their application from time to time (as the Bank shall be entitled to do at its discretion) in or towards the discharge of the Secured Liabilities. 12 CURRENCY CLAUSE 12.1 Conversion of currencies. For the purpose of or pending the discharge of any of the Secured Liabilities the Bank is hereby authorised and empower

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