Exhibit 10.5
DATED 28th May 1993
CHESTERMOUNT PROPERTIES LIMITED
-to-
EURO BROKER HOLDINGS LIMITED
-and-
EURO BROKERS INVESTMENT CORPORATION
-and-
EURO BROKERS LIMITED AND OTHERS
--------------------------------------------------------------------------------
SUPPLEMENTAL DEED
relating to Premises on the Second Floor of
0 Xxxx Xxxxxx Xxxxxxxxxxx Xxxxxx XX0
--------------------------------------------------------------------------------
NABARRO XXXXXXXXX
00 Xxxxxxxx Xxxxxx
Xxxxxx XXX 0XX
Telephone 000-000-0000
Telex: 08813-144 NABAROG
Fax: 000-000-0000
THIS SUPPLEMENTAL DEED is made the 28th day of May 1993 BETWEEN:
(1) CHESTERMOUNT PROPERTIES LIMITED whose registered office is at 00 Xxxxxx
Xxxxxx Xxxxxx XX ("the Landlord" which expression shall include its
successors in title and assigns)
(2) EURO BROKERS HOLDINGS LIMITED whose registered office is at Xxxxxxxx
Xxxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX (hereinafter called "the Tenant")
(3) EURO BROKERS INVESTMENT CORPORATION of two World Xxxxx Xxxxxx Xxxxx 0000
Xxx Xxxx Xxx Xxxx 00000 (hereinafter called "Euro")
(4) EURO BROKERS LIMITED EURO BROKERS STERLING LIMITED EURO BROKERS CAPITAL
MARKETS LIMITED EURO BROKERS FINANCIAL SERVICES LIMITED and EURO BROKERS
SERVICES LIMITED whose registered offices are at Adelaide House aforesaid
(hereinafter together called "the Existing Subsidiaries")
WHEREAS:
This Deed is supplemental to an Underlease of even date made between the
Landlord and the Tenant relating to the premises known as the second floor 0
Xxxx Xxxxxx Xxxxxxxxxxx Xxxxxx XX0
NOW THIS DEED WITNESSETH as follows:
1.1 In this Deed the following expressions shall have the following
meanings respectively:
1.1.1 "Bank Guarantee"
----------------
means the guarantee provided by National Westminster Bank plc to
the Landlord on the date hereof in the form set out in Annexure
1 hereto
1.1.2 "Works"
-------
means the following works to be carried out by the Tenant to the
Building namely the extension of the ceiling across the base of
the north east and north west atria in a similar specification
to the existing tartan grid suspended ceiling and incorporating
the necessary lighting sprinkler and air conditioning amendments
including the extension of the fresh air smoke vent ducts from
low level second floor to high second floor and such works as
necessary to provide new bases for the atria at high second
floor level and such works to comply with all relevant local
authority and statutory regulations and bye-laws and to be
carried out in accordance with all current British Standards and
codes of practice and such works to be more particularly defined
in plans and specifications to be produced by the Tenant as soon
as reasonably practicable after the date hereof for approval by
the Landlord (such approval not to be unreasonably withheld or
delayed)
1.1.3 "Building Contract"
-------------------
means the contract placed with the Tenant's Building Contractor
for the carrying out of the Works
1.1.4 "Deed of Covenant"
------------------
means the deed in the form contained in Annexure 2 hereto
1.1.5 "Group Company"
---------------
means any member of the same group (as defined by Section 42 of
the Landlord and Tenant Act 1954) of companies as the Tenant
1.1.6 "Fitting Out Guide"
-------------------
means the document contained in Annexure 3 hereto
1.1.7 "Completion"
------------
means the date the Works have been substantially completed in
accordance with the terms of this Deed (save for any minor works
of an unfinished nature which would normally be the subject of a
building contractor's snagging list)
1.1.8 "Lease"
-------
means the underlease of the Premises of even date made between
the Landlord and the Tenant
1.1.9 "Managing Agents"
-----------------
means Messrs Xxxxxxx Xxxx & Co of 00 Xxxxxxx Xxxxxx Xxxxxx XX0
1.1.10 "Landlord's Building Contractor"
--------------------------------
means the Landlord's main building contractor Balfour Xxxxxx
Building Limited
1.1.11 "Premises"
----------
means the premises known as the second floor of 0 Xxxx Xxxxxx
Xxxxxxxxxxx Xxxxxx XX0 as is more particularly described in the
Lease
1.1.12 "Professional Team"
-------------------
means the persons or bodies details whereof are set out in the
Schedule hereto
1.1.13 "Tenant's Building Contractor"
------------------------------
means Stanhope Interior PLC of 00 Xxxxxx Xxxxxx Xxxxxx XX0X 0XX
or such other building contractor who is first approved by the
Landlord (such approval not to be unreasonably withheld or
delayed)
1.2 The words and phrases contained in this Deed shall have the
meanings ascribed to them in the Lease
2. THE INITIAL WORKS
-----------------
2.1 The tenant HEREBY COVENANTS with the Landlord to:
2.1.1 forthwith after the date hereof and as expeditiously as possible
to carry out and complete the Works
2.1.2 to carry out the Works in a good and workmanlike manner with
good quality materials fit for the purposes for which they are
required and to the reasonable satisfaction of the Landlord and
to the satisfaction of the local and any other competent
authority
2.1.3 to provide to the Landlord when requested in writing by the
Landlord a copy of every consent necessary for the lawful
carrying out of the Works
2.1.4 to permit the Landlord at all reasonable times to inspect the
progress of the Works and the quality of the materials and
workmanship used therein
2.1.5 promptly to make good to the reasonable satisfaction of the
Landlord any injury or loss whether to the Building or to the
Plant or Conduits or to person or property or otherwise arising
directly or indirectly from the Works
2.1.6 to indemnify the Landlord against all actions claims costs
demands and proceedings for damage injury or loss whether to the
Building or to the Plant or
Conduits or to person or property or otherwise arising directly
or indirectly from the Works or any special requirement relevant
to the Works
2.1.7 to give the Landlord notice in writing at least 14 days prior to
the anticipated date for Completion so as to enable the Landlord
and its agents to make an inspection
2.1.8 not to gain access in connection with the Works to the Premises
and any other area in the Building in which the Works are being
carried out save as specified in the Fitting Out Guide or along
such other routes as the Landlord or the Managing Agents may
from time to time direct
2.1.9 to comply with the requirements of the Fitting Out Guide where
those requirements are additional to the requirements of the
forgoing clauses save to the extent that those provisions are
inconsistent herewith
2.1.10 to indemnify the Landlord against all actions claims costs
demands and proceedings for damage injury or loss arising from
suspension or interference with the proper functioning of the
Plant and the Conduits or any part thereof as a result whether
direct or indirect of the Works
2.1.11 to comply with all regulations issued prior to the date hereof
(or such further reasonable regulations issued after the date
hereof (whether in addition to or substitution for the existing
regulations) provided such regulations do not materially
adversely interfere with the Tenants progress of the Works) by
the Landlord and/or the Managing Agents in relation to the
conduct of the Works
2.1.12 the obligation of the Landlord to provide the services pursuant
to Clause 5.4 of the Underlease shall be suspended to the extent
they cannot be supplied due to the Works and in any event the
Landlord shall be under no obligation to the Tenant to
recommence the supply of such suspended services until they have
been (where necessary) the subject of recommissioning by the
Tenant
2.2 Once the Landlord's Managing Agents are satisfied that the Works
have reached Completion the Landlord shall pay to the Tenant:
2.2.1 the sum of NINETY EIGHT THOUSAND FOUR HUNDRED AND FIFTY THREE
POUNDS AND SEVENTY NINE XXXXX (98,453.79 Pounds) (inclusive of
Value Added Tax) upon receipt by the Landlord of a valid Value
Added Tax invoice for such amount
2.2.2 upon receipt by the Landlord of a valid Value Added Tax invoice
for such amount a sum equal to the reasonable and proper costs
(including Value Added Tax to the extent it is not recoverable
by the Tenant) paid to the Tenant's Building Contractor in
respect of the Works PROVIDED THAT:
2.2.2.1 any management fee paid to the Tenant's Building Contractor
shall not be at a percentage higher than the equivalent fee paid
(or to be paid) by the Tenant to the Tenant's Building
Contractor in respect of its proposed fitting out works for the
Premises; and
2.2.2.2 the Landlord has the right to approve (such approval not to be
unreasonably withheld) any tenders submitted for the carrying
out of the Works and
2.2.2.3 the Tenant shall at the request of the Landlord provide such
information and assistance to the Landlord as the Landlord may
reasonably require in relation to the carrying out of the Works
2.3.1 the Tenant will during the last 28 days before the expiry of the
defects liability period under the Tenants Building Contract
arrange for the Works to be inspected (accompanied by the
Landlord and its Managing Agents ) to ascertain whether any
defects have arisen in respect of the Works
2.3.2 the Tenant shall forthwith after such inspection use its best
endeavours to procure that the Tenant's Building Contractor
forthwith remedies to the reasonable satisfaction of the
Landlord's Managing Agents any such defects without expense to
the Landlord
2.4 The Tenant recognises that the Landlord will be seeking capital
allowances under the Capital Xxxxxxxxxx Xxx 0000 Section 154 in
respect of the payment for the Works contained in Clause 2.2.2
above and accordingly the Tenant:
2.4.1 undertakes that it will not itself seek such capital allowances
on the cost of the Works
2.4.2 it will render to the Landlord without charge such itemised
invoices and receipts as the Landlord may reasonably require in
order to seek and secure such capital allowances
2.5 The Works shall form part of the Building or shall be deemed to
be Landlords fixtures and fittings (as the case may be) for the
purposes of the Lease
3. WARRANTIES
----------
As soon as reasonably practicable after the date hereof the
Landlord shall use all reasonable endeavours to procure that
there are delivered to the Tenant duly executed collateral
warranty deeds from the Landlord's Building Contractor and the
Professional Team in substantially the form of the draft copies
contained in Annexure 4 hereto PROVIDED THAT the Tenant shall
not unreasonably withheld consent in relation to any minor
amendment proposed by any party required to give a warranty
4. BANK GUARANTEE
--------------
4.1 The Tenant has on the date hereof procured the Bank Guarantee in
favour of the Landlord
4.2 At any time during the Term the Tenant shall be entitled to
procure a Deed of Covenant from a third party ("the Proposed
Guarantor") who shall have been first approved by the Landlord
in accordance with Clause 4.3 below
4.3 In the event that the Proposed Guarantor shall satisfy the
following criteria:
4.3.1 a company incorporated in a country which then has arrangements
for enforceability in that country of judgements obtained in
England and Wales
4.3.2 whose audited accounts for the immediately preceding three
financial years disclose for each of those financial years
either:
4.3.2.1 pre-tax profits (on a group basis) of not less than three times
the rents firstly secondly and thirdly reserved by the Lease
then payable under the Lease or
4.3.2.2 net current assets on a group basis exceeding three times the
rent firstly secondly and thirdly reserved by the Lease
4.3.3 for the purpose of Clause 4.3.2 above the rent firstly reserved
shall exclude the initial rent free period and the rent shall be
assumed to have been payable from the date hereof
4.3.4 for which satisfactory references from a clearing bank an
accountant and the last landlord of the Proposed Guarantor and
such other persons as the Landlord reasonably requires have been
produced then the consent of the Landlord to the Proposed
Guarantor shall not be unreasonably withheld
4.4 In the event that the Landlord approves the Proposed Guarantor
engrossments of the Deed of Covenant shall be prepared by the
Landlord's solicitors and shall be executed by the Landlord and
the Proposed Guarantor
4.5 On completion of the Deed of Covenant the Bank Guarantee shall
immediately cease and determine but without prejudice to any
rights of the Landlord to receive any monies due prior to the
date of such determination
4.6 The costs of the Landlord incurred in considering any
application by the Tenant under Clause 4.2 above (whether or not
such application is approved) and in completing the Deed of
Covenant in accordance with Clause 4.4 above shall be paid by
the Tenant on demand
4.7.1 The Bank Guarantee shall terminate on receipt by the Landlord of
audited accounts for Euro Brokers Holdings Limited which
disclose for the immediate three preceding financial years
either:
4.7.1.1 pretax profits (on a group basis) of not less than three times
the rents firstly secondly and thirdly reserved by the Lease
then payable under the Lease or
4.7.1.2 net current assets (on a group basis) exceeding three times the
rent firstly secondly and thirdly reserved by the Lease
4.7.2 For the purpose of Clause 4.7.1 above the rent firstly reserved
shall also have the meaning ascribed to it in clause 4.3.3 above
4.8 Subject to the Bank Guarantee not having been released in
accordance with the terms of the Bank Guarantee if following the
review of rent due under the Lease the rent firstly reserved is
increased than the Tenant shall forthwith thereafter procure
form a London Town Clearing Bank an additional guarantee equal
to the annual amount of such increase (and any VAT payable
thereon) such guarantee to be on the same terms and conditions
(other than the amount of the maximum liability) as the Bank
Guarantee
5. THE SUBSIDIARIES
----------------
The tenant HEREBY COVENANTS WITH THE Landlord that unless the
Landlord shall agree otherwise (such agreement not to be
unreasonably withheld or delayed):
5.1 Euro Brokers Limited Euro Brokers Sterling Limited and Euro
Brokers Capital Markets Limited (together "the Subsidiaries")
shall continue to be regulated by the Bank of England or the
appropriate regulatory authority (to the extent that is required
for the purposes of their respective businesses)
5.2 the Tenant will at all times beneficially own at least 75% of
the issued share capital of each of the Subsidiaries
5.3 the Tenant will not sell or permit or suffer the sale of any
business or businesses presently carried on by the Subsidiaries
6. SUBORDINATION OF DEBT
---------------------
6.1 For the purposes of the Clause 6 the following expressions shall
have the following meanings:
6.1.1 "Inner Group"
-------------
means Euro Brokers Holdings Limited and any Subsidiary (but
excluding Liberty as hereinafter defined) from time to time of
that company and "Inner Group Company" shall be construed
accordingly
6.1.2 "Outer Group"
-------------
means Euro and any Subsidiary from time to time of that company
but excluding any company in the Inner Group and "Outer Group
Company" shall be construed accordingly
6.1.3 "Subsidiary"
------------
has the meaning ascribed to it in Section 736 of the Companies
Xxx 0000 (as amended by the Companies Act 1989)
6.1.4 "Regulatory Authority"
----------------------
means the Bank of England or the Securities and Futures
Authority
6.1.5 "Loan"
------
means any existing or future loan or facility
6.1.6 "Non Group Member"
------------------
means:
6.1.6.1 any individual; or
6.1.6.2 a company which is neither an Inner Group Company or an Outer
Group Company
6.1.7 "Liberty"
---------
means Liberty Euro Brokers Limited
6.2 the Existing Subsidiaries covenant with the Landlord that in
relation to any Loan by any one of the Existing Subsidiaries to
either an Outer Group company or a Non Group Member:
6.2.1 if the Loan shall be repayable on demand or
6.2.2 if the Loan is regulated by a Regulatory Authority the Loan
shall be repayable at the earliest possible time permitted by
such Regulatory Authority; or
6.2.3 the Loan shall require the prior written approval of the
Landlord (such approval not to be unreasonably withheld) if the
Loan is regulated by any authority similar to the Regulatory
Authority; or
6.2.4 if the Loan is to an employee or ex employee of an Inner Group
Company it shall be for no more than 10,000 Pounds or if for
more than 10,000 Pounds it is made with the prior approval of
the Landlord (such approval not to be unreasonably withheld)
6.3 Euro and the Tenant covenant with the Landlord that:
6.3.1 the Existing Subsidiaries will comply with their obligations to
the Landlord contained in Clause 6.2
6.3.2 they will procure any company or companies from time to time
falling within the definition of Inner Group Company shall
comply with the same obligations as those contained in Clause
6.2 above
6.4.1 The Existing Subsidiaries covenant with the Landlord that in
relation to any Loan made to any one of the Existing
Subsidiaries by an Outer Group Company that they will not pay
any principal or interest on such Loan if there is any
outstanding rent or other sums due and immediately payable under
the Lease
6.4.2 Euro and the Tenant covenant with the Landlord that:
6.4.2.1 the Existing Subsidiaries will comply with their obligations
contained in Clause 6.4.1 above;
6.4.2.2 that they will procure that any company which from time to time
falls within the definition of Inner Group Company will comply
with the same obligations as those contained in clause 6.4.1
above;
6.4.2.3 that they will procure that any company from time to time
falling within the definition of Outer Group company will not
seek or accept payment of any principle or interest on any Loan
referred to Clause 6.4.1 above other than in accordance with
that Clause
6.4.3 Without prejudice to 6.4.2 above Euro will not accept payment of
any principal or interest and the Tenant shall not offer payment
of any principal or interest on the
existing loan between those two companies if there is any
outstanding rent or sums due and immediately payable under the
Lease
6.5 If:
6.5.1 resolution is passed or order made for the winding up
liquidation dissolution administration or re-organisation of the
Tenant save for the purposes of reconstruction or amalgamation
while the Tenant is solvent under a scheme forthwith put into
effect
6.5.2 the Tenant becomes subject to any insolvency bankruptcy
re-organisation receivership liquidation dissolution or other
similar proceedings save for the purposes of reconstruction or
amalgamation while the Tenant is solvent under a scheme
forthwith put into effect
6.5.3 the Tenant assigns the whole or a substantial proportion of its
assets to the benefit of all or any of its creditors (other than
the Landlord) or enters into an arrangement with its creditors
generally
then the Existing Subsidiaries will (and Euro and the Tenant
will procure that any other companies in the Outer Group or the
Inner Group will also) direct the trustee in bankruptcy
liquidator administrator receiver assignee or other person
distributing the assets of the Tenant not to (save for any
trading indebtedness incurred by the Tenant with any Outer Group
Company or Inner Group Company which is incurred during the
normal course of business between such companies (the priority
for settlement of which will be governed by general law)) pay
any sums to any Inner Group company or Outer Group company until
all sums due to the Landlord under the Lease have been paid in
full
6.6 Euro will procure that any sums paid to an Outer Group Company
or an Inner Group company in breach of the terms of this Clause
shall as soon as Euro becomes aware of any such breach shall be
held by such company in a separate account on trust for the
Landlord
6.7.1 The Existing Subsidiaries covenant with the Landlord that in
relation to any Loan by any one of the Existing Subsidiaries to
Liberty such Loan shall only be made on the same conditions as
those set out in Clause 6.2 above
6.7.2 Euro and the Tenant covenant with the Landlord that:
6.7.2.1 The Existing Subsidiaries will comply with their obligations to
the Landlord contained in Clause 6.7.1 above and
6.7.2.2 they will procure any company or companies from time to time
falling within the definition of the inner Group Company shall
comply with the same obligations as those contained in Clause
6.7.1 above
6.7.2.3 the Existing subsidiaries covenant with the Landlord that in
relation to any Loan made to any one of the Existing
Subsidiaries by Liberty that they will not pay any principal or
interest on such Loan if there is any outstanding rent or other
sums due and immediately payable under the Lease
6.7.2.4 Euro and the Tenant covenant with the Landlord that:
6.7.2.4.1 the Existing Subsidiaries will comply with the obligations
to the Landlord contained in Clause 6.7.2.3 above
6.7.2.4.2 that they will procure any company or companies from time to
time falling within the definition of the Inner Group
company shall comply with the same obligations as those
contained in Clause 6.7.2.3 above
6.7.2.5 Without prejudice to Clause 6.7.2.4.2 above the Tenant and Euro
covenant with the Landlord to procure that Liberty will not make
any Loan to the Tenant unless Liberty prior to the making of any
such Loan covenants by Deed with the Landlord that Liberty will
not seek payment (or accept payment) of any principal or
interest on any Loan if there is any outstanding rent or other
sums due and immediately payable under the Lease
6.8 Any covenants given by any one of the Existing Subsidiaries or
Liberty or any of them shall only remain in force for so long as
the relevant company continues to be a Subsidiary of the Tenant
6.9 all covenants contained in Clauses 4, 5 and 6 of the Deed or any
of them which are given by the Tenant or Euro or any of the
Existing Subsidiaries or Liberty or any of them shall only
remain in force for so long as the Lease remains vested in Euro
Brokers Holding Limited or another Group company of Euro
PROVIDED THAT this shall not affect any liability of any parties
to this Deed in respect of any antecedent breaches
7. "CONSENT TO ASSIGNMENT"
-----------------------
7.1 Subject to the conditions contained in Clause 7.3 below the Landlord
consents to Euro Brokers Holding Limited assigning the whole of its
interest in the Lease to the Approved Assignee ("the Assignment")
7.2 For the purposes of Clause 7.1 above the "Approved Assignee" is a
company which is:
7.2.1 A limited company incorporated in England and Wales
7.2.2 At the time the Lease is assigned to it and throughout the
period the Lease remains vested in it:
7.2.2.1 has 75% of more of its issued share capital beneficially owned
by Euro Brokers Holdings Limited; and
7.2.2.2 whose principal assets (or equivalent assets) are no less than
and whose principal liabilities are not (except to the extent
that the assets have been increased) more than the principal
assets and principal liabilities (as appropriate) or Euro
Brokers Holdings Limited as at the date hereof but subject to
any subsequent variations to such assets and liabilities as the
Landlord may have then approved pursuant to Clause 5 of this
Deed
7.3 The conditions referred to in Clause 7.2 are that:-
7.3.1 the consent of the Superior Landlord is obtained prior to the
Assignment and the Tenant and the Approved Assignee comply with
any reasonable conditions imposed by the Superior Landlord
7.3.2 The Tenant pay the Landlord's and Superior Landlord's legal and
surveyors' fees incurred in connection with any application for
such consent whether or not such consent is granted
7.3.3 The Approved Assignee:-
7.3.3.1 covenants with the Landlord that from the date of the Assignment
and during the residue of the term granted by the Lease
including any statutory continuation of the Lease that it will
comply with the Tenant's obligations in the Lease whether
arising before or after the date of Assignment
7.3.3.2 If the Bank Guarantee has not at the date of the Assignment been
terminated in accordance with the terms of the Bank Guarantee,
on the Assignment it provides to the Landlord a bank guarantee
from a London Town Clearing Bank for an
amount ("the Amount") equal to the rents firstly (not being less
than 895,550 Pounds) secondly and thirdly reserved by the Lease
at the date of the Assignment such guarantee to be on the same
terms and conditions (other than the amount of the maximum
liability which shall be for the Amount) as the Bank Guarantee
7.3.3.3 Covenants with the Landlord on the same terms (mutatis mutandis)
as Clauses 4 5 and 6 of this Deed provided that:-
7.3.3.3.1 references in Clauses 4.7.1 and 6.1.1 to "Euro Brokers Holdings
Limited" shall be deemed to be reference to the Approved
Assignee
7.3.3.3.2 immediately following the Assignment Euro Brokers Holdings
Limited shall for the purposes of Clause 6 be deemed to be
within the "Outer Group"
7.3.3.4.1. This sub-clause 7.3.3.4 shall only apply if Euro Brokers
Holdings Limited has at the date of the Assignment produced the
Landlord accounts for two or less accounting periods which
satisfy the tests contained in Clause 4.3 or Clause 4.7 (as
appropriate) of this Deed
7.3.3.4.2. In the event that the Approved Assignee provides to the Landlord
an audited certificate on a proforma basis for the Approved
Assignee which certifies that with the then existing assets and
liabilities of the Approved Assignee the Approved Assignee would
also have satisfied the tests contained in Clause 4.3 or Clause
4.7 (as appropriate) for the years for which the accounts of
Euro Brokers Holdings Limited had previously satisfied the tests
had the Approved Assignee been the tenant at such time then the
accounts previously produced by Euro Brokers Holdings Limited
shall for the purposes of those Clauses be deemed to have
produced by the Approved Assignee
7.3.3.5 If the Assignment has not been completed within five years from
the date hereof permission contained in this Clause 7 (but not
any other part of this Clause) will become void but without
liability on the Landlord or Superior Landlord to refund any
monies paid to the Landlord or Superior Landlord in connection
with any matters hereinbefore contained
8. RESTRICTION ON ASSIGNMENT
-------------------------
The Tenant shall not assign or dispose of the benefit of this
Deed or any part
thereof other than to a party who simultaneously with such
assignment takes an assignment of the Lease in accordance with
the terms of the Lease
9. BREACHES
--------
Any breach of the terms of this Deed by the Tenant will give
rise to a right of re-entry under the terms of the Lease
10. JURISDICTION
------------
The parties hereby agree and declare that this Deed shall be
governed by and construed in all respects in accordance with
English Law and the Tenant Euro and the Existing Subsidiaries
hereby submit to the exclusive jurisdiction of the English
Courts in respect of all matters affecting this Deed and Euro's
address for service in England and Wales is the Premises
11. NOTICES
-------
Section 196 of the Law of Property Xxx 0000 shall apply to all
notices and certificates required or permitted to be served or
given under this Deed
IN WITNESS whereof the parties hereto have caused their respective Common Seals
to be affixed to this Deed the day and year first before written
