Common use of Guarantor’s Covenants Clause in Contracts

Guarantor’s Covenants. 9.1 The Guarantor covenants with the Landlord in the terms set out in Schedule 5 9.2 The obligations of the Guarantor pursuant to Muse 9.1 and Schedule 5 shall cease when there is produced to the Landlord certified true copies of audited accounts for Business Objects (U.K.) Limited showing that in each of the three consecutive accounting periods of that Company none of which periods shall be for longer than for one year (the third such period ending no more than six months before the production of such certified copy audited accounts) the net profits before tax for each such accounting period constitute a sum which is at least three times the Yearly Rent IN WITNESS of which this deed has been executed and is delivered on the date appearing as the date of this deed. SCHEDULE 1 THE PREMISES Sun Court, Moorbridge Road. Maidenhead, Berkshire shown for the purposes of identification only edged in red on the Plan numbered 1 attached which shall include where they exist and where the context so admits for the purpose of obligation as well as grant: 1. all additions alterations and improvements to the Premises made at any time. 2. all landlord's fixtures and fittings and plant equipment and machinery including. SCHEDULE 2 RIGHTS GRANTED 1. The right during the Term (so far as the Landlord has power to grant the same and subject to the Landlord's reasonable regulations from time to time) for the Tenant in common with the Landlord those authorised by the Landlord and all others having the like right from time to time to the free running of Utilities through the Conduits designed for that purpose passing in through or under any adjoining property of the Landlord provided that the Landlord may at any time stop up remove alter or make connections to the Conduits if the Landlord makes available to the Tenant where appropriate suitable alternative Conduits. 2. The right to change the name of the Building subject to the consent of the Landlord which shall not be unreasonably withheld or delayed and subject further to the consent of any competent public authority which may be necessary.

Guarantor’s Covenants. 9.1 6.1 The Guarantor covenants with the Landlord to observe and perform the covenants in schedule 11 6.2 The parties agree and declare that Isle of Capri Casinos, Inc’s liability under this Lease as Guarantor (save in respect of any antecedent breach) shall cease if the terms set out Isle of Capri Casinos Inc ceases to be the immediate holding company of Isle of Capri Casinos Limited (as defined in Schedule 5 9.2 The obligations Section 736 of the Guarantor pursuant Companies Act 1985) but this release is subject to Muse 9.1 and Schedule 5 shall cease when there is produced the Isle of Capri Casinos, Inc first delivering to the Landlord certified true copies of audited accounts for Business Objects a Deed (U.K.approved by the Landlord in writing such approval not to be unreasonably withheld or delayed) Limited showing that in each from the new immediate holding company of the three consecutive accounting periods Isle of that Company none of which periods shall be for longer than for one year Capri Casinos Limited (the third such period ending no more than six months before the production identity of such certified copy audited accounts) the net profits before tax for each such accounting period constitute a sum which is at least three times the Yearly Rent IN WITNESS of which this deed has new immediate holding company having firstly been executed and is delivered on the date appearing as the date of this deed. SCHEDULE 1 THE PREMISES Sun Court, Moorbridge Road. Maidenhead, Berkshire shown for the purposes of identification only edged in red on the Plan numbered 1 attached which shall include where they exist and where the context so admits for the purpose of obligation as well as grant: 1. all additions alterations and improvements to the Premises made at any time. 2. all landlord's fixtures and fittings and plant equipment and machinery including. SCHEDULE 2 RIGHTS GRANTED 1. The right during the Term (so far as approved by the Landlord has power in writing such approval not to grant the same and subject to the Landlord's reasonable regulations from time to timebe unreasonably withheld or delayed) for the Tenant in common covenanting with the Landlord those authorised by in the Landlord and all others having the like right from time to time to the free running of Utilities through the Conduits designed for that purpose passing in through or under any adjoining property of the Landlord provided that the Landlord may at any time stop up remove alter or make connections to the Conduits if the Landlord makes available to the Tenant where appropriate suitable alternative Conduits. 2. The right to change same form (mutatis mutandis) as this clause 6 (including this clause 6.2 but substituting the name of the Building subject new holding company for Isle of Capri Casinos, Inc) and upon such event the Landlord shall if required so to do (at the consent Tenant’s cost) formally release by deed Isle of Capri Casinos Inc from all liability pursuant to this clause (save in respect of any antecedent breach) 6.3 The parties hereto agree and declare that the Guarantor’s liability under this Lease will cease (save in respect of any antecedent breach) if at any time after the date which is 5 years after the Rent Commencement Date the audited and filed accounts of the Tenant (here meaning Isle of Capri Casinos Limited only) for the three immediately preceding financial years (such years to exclude the first two years of the Term) of Isle of Capri Casinos Limited show on average for those three years pre-tax profits on ordinary activities of at least five times the average Basic Rent for that three year period 6.4 Any release of the Guarantor under clause 6.3 shall be without prejudice to any right of action of the Landlord which shall not be unreasonably withheld or delayed and subject further to against the consent Guarantor in respect of any competent public authority which may be necessary.previous breach by the Guarantor

Guarantor’s Covenants. 9.1 The Guarantor covenants undertakes to MCI WorldCom that so long as any Customer has any actual or contingent liability to MCI WorldCom, the Guarantor shall (save with MCI WorldCom's prior written consent): (a) ensure that the Landlord in liabilities (whether actual or contingent) of the terms set out in Schedule 5 9.2 The Guarantor under this Guarantee shall at all times constitute the direct, unconditional obligations of the Guarantor pursuant and will rank at least pari passu with all present and future indebtedness issued, created, assumed or guaranteed by the Guarantor other than any indebtedness the subject matter of any existing Encumbrance or any Encumbrance which the Guarantor has created, agreed to Muse 9.1 and Schedule 5 shall cease when there is produced create or permitted to arise or subsist in compliance with the terms of the Standstill Letter; (b) subject to the Landlord certified true copies of audited accounts for Business Objects (U.K.) Limited showing that in each terms of the three consecutive accounting periods Standstill Letter, not create or agree to create or permit to arise or subsist any Encumbrance on its present or future assets or any part of that Company none them and not sell or otherwise dispose of any of its assets on terms which periods shall be for longer than for one year would result in any such asset being leased to or re-acquired by the Guarantor or any of its subsidiaries; (c) not make any material change to the third such period ending no more than six months before the production nature of such certified copy audited accounts) the net profits before tax for each such accounting period constitute a sum which is any business carried on at least three times the Yearly Rent IN WITNESS of which this deed has been executed and is delivered on the date appearing as the date of this deed. SCHEDULE 1 THE PREMISES Sun Court, Moorbridge Road. Maidenhead, Berkshire shown Guarantee or discontinue any such business or a material part of the Guarantor's businesses as a whole; (d) not redeem or purchase any of its shares or otherwise reduce its share capital; (e) not enter into any material transaction or arrangement with any person other than on arm's length terms and for the purposes of identification only edged in red on the Plan numbered 1 attached which shall include where they exist and where the context so admits for the purpose of obligation as well as grantfull market value; and (f) deliver to MCI WorldCom copies of: 1. all additions alterations (i) the audited consolidated profit and improvements to loss account and balance sheet of each Guarantor and its subsidiaries for each accounting reference period ending after the Premises made at any time. 2. all landlord's fixtures and fittings and plant equipment and machinery including. SCHEDULE 2 RIGHTS GRANTED 1. The right during the Term (so far date of this Guarantee as soon as the Landlord same has power to grant been approved by the same and subject to board of directors of each Guarantor (but in any event not later than 90 days from the Landlord's reasonable regulations end of such accounting reference period); and (ii) any information concerning the business or financial condition of the Guarantor which MCI WorldCom may reasonably require from time to time) for the Tenant in common with the Landlord those authorised by the Landlord and all others having the like right from time to time to the free running of Utilities through the Conduits designed for that purpose passing in through or under any adjoining property of the Landlord provided that the Landlord may at any time stop up remove alter or make connections to the Conduits if the Landlord makes available to the Tenant where appropriate suitable alternative Conduits. 2. The right to change the name of the Building subject to the consent of the Landlord which shall not be unreasonably withheld or delayed and subject further to the consent of any competent public authority which may be necessary.

Guarantor’s Covenants. 9.1 The Guarantor covenants as sole and principal debtor or covenantor with the Landlord named in the Lease and (without the need for any express assignment) with all its successors in title that: The Tenant shall during the period when the Term shall be vested in the Tenant until the Lease is assigned by the Tenant to a third party in accordance with and as permitted by the provisions of this Lease punctually pay the Rent and observe and perform the covenants and other terms set out of this Lease and if the Tenant shall make any default in Schedule 5 9.2 The obligations payment of the Rent or in observing or performing any of the covenants or other terms of this Lease the Guarantor will pay the Rent and observe or perform the covenants or terms in respect of which the Tenant shall be in default and make good to the Landlord on demand and indemnify the Landlord against all losses damages costs and expenses arising or incurred by the Landlord as a result of such non-payment non-performance or non-observance notwithstanding: any time or indulgence granted by the Landlord to the Tenant or any neglect or forbearance of the Landlord in enforcing the payment of the Rent or the observance or performance of the covenants or other terms of this Lease or any refusal by the Landlord to accept Rent tendered by or on behalf of the Tenant at a time when the Landlord was entitled (or would after the service of a notice under Conveyancing (Leases and Tenancies) Act 1954 section 11 have been entitled) to re-enter the Premises; or that the terms of this Lease may have been varied by agreement as permitted by the Lease; or that the Tenant shall have surrendered part of the Premises in which event the liability of the Guarantor pursuant to Muse 9.1 under this Lease shall continue in respect of the part of the Premises not so surrendered after making any necessary apportionments under the Conveyancing (Leases and Schedule 5 shall cease when there is produced to Tenancies) Act 1954 section 5; or the Landlord certified true copies exercising any right or remedy against the Tenant for the failure to pay the Rent reserved by this Lease or to observe or perform the tenant covenants of audited accounts for Business Objects (U.K.) Limited showing that this Lease; or the Landlord taking any action or refraining from taking any action in each connection with any other security held by the Landlord in respect of the three consecutive accounting periods Tenant’s liability to pay the Rent reserved by this Lease or observe and perform the tenant covenants of that Company none this Lease including the release of any such security; or any legal limitation or disability on the Tenant or any invalidity or irregularity of any of the tenant covenants of the Lease or any unenforceability of any of them against the Tenant; or the Tenant being dissolved or being struck off the register of companies or otherwise ceasing to exist or if the Tenant dying or becoming incapable of managing its affairs; or without prejudice to paragraph 2 the disclaimer of the Tenant’s liability under this Lease or the forfeiture of this Lease; or any other act or thing but which periods but for this provision the Guarantor would have been released. If at any time during the period where the Term shall be for longer than for one year vested in the Tenant (being an individual) shall become bankrupt or (being a company) shall enter into liquidation receivership or administrative receivership and the third trustee in bankruptcy or liquidator or receiver or administrative receiver shall disclaim this Lease or if this Lease is forfeited or the liability of the Tenant under this Lease is otherwise disclaimed the Guarantor shall if the Landlord gives notice within sixty (60) days after such period ending no more than six months before disclaimer so require take from the production Landlord a lease of such certified copy audited accounts) the net profits before tax for each such accounting period constitute a sum which is at least three times the Yearly Rent IN WITNESS of which this deed has been executed and is delivered on the date appearing as the date of this deed. SCHEDULE 1 THE PREMISES Sun Court, Moorbridge Road. Maidenhead, Berkshire shown Premises for the purposes residue of identification only edged in red on the Plan numbered 1 attached Contractual Term which shall include where they exist and where would have remained had there been no disclaimer at the context so admits for the purpose of obligation as well as grant: 1. all additions alterations and improvements to the Premises made at any time. 2. all landlord's fixtures and fittings and plant equipment and machinery including. SCHEDULE 2 RIGHTS GRANTED 1. The right during the Term (so far as the Landlord has power to grant the same Rent then being paid under this Lease and subject to the Landlord's reasonable regulations same covenants and terms as in this Lease (except that the Guarantor shall not be required to procure that any other person is made a party to that lease as guarantor) such new lease to take effect from time the date of such disclaimer or forfeiture and in such case the Guarantor shall pay the costs of such new lease and execute and deliver to time) for the Tenant in common with the Landlord those authorised a counterpart of it. If this Lease shall be disclaimed and for any reason the Landlord does not require the Guarantor to accept a new lease of the Premises in accordance with paragraph 2 the Guarantor shall pay to the Landlord on demand an amount equal to the difference between any money received by the Landlord and all others having for the like right from time to time to the free running of Utilities through the Conduits designed for that purpose passing in through use or under any adjoining property occupation of the Landlord provided that Premises and the Landlord may at any time stop up remove alter or make connections to Rent in both cases for the Conduits if period commencing with the Landlord makes available to date of such disclaimer and ending on whichever is the Tenant where appropriate suitable alternative Conduits. 2. The right to change the name earliest of the Building subject to following dates: the consent date (if any) on which the Premises are re-let; and the date six (6) months after such disclaimer of the Landlord which shall not be unreasonably withheld or delayed and subject further to the consent of any competent public authority which may be necessaryContractual Term.

Guarantor’s Covenants. 9.1 The Guarantor hereby irrevocably and unconditionally agrees, undertakes and covenants with the Landlord Bank and its successors-in-title and assigns and each of them as follows:- 3.1 that its guarantee and indemnity herein shall not in any way be discharged, diminished or affected by the terms set out in Schedule 5 9.2 The obligations granting of the Guarantor pursuant to Muse 9.1 and Schedule 5 shall cease when there is produced time or indulgence to the Landlord certified true copies Company or the effecting of audited accounts for Business Objects (U.K.) Limited showing any compromise between the Bank and the Company or any agreement between the Bank and the Company not to sue xxx Company; 3.2 that in each of its liability under its guarantee and indemnity herein shall subsist even if the three consecutive accounting periods of that Bank has a legal right to claim against the Company none of which periods shall be for longer than for one year (and/or any other surety and/or against any security the third such period ending no more than six months before the production of such certified copy audited accounts) the net profits before tax for each such accounting period constitute a sum which is at least three times the Yearly Rent IN WITNESS of which this deed has been executed and is delivered on the date appearing as the date of this deed. SCHEDULE 1 THE PREMISES Sun Court, Moorbridge Road. Maidenhead, Berkshire shown for the purposes of identification only edged in red on the Plan numbered 1 attached which shall include where they exist and where the context so admits for the purpose of obligation as well as grant: 1. all additions alterations and improvements to the Premises made Bank may now or at any time. 2. all landlord's fixtures and fittings and plant equipment and machinery including. SCHEDULE 2 RIGHTS GRANTED 1. The right during the Term (so far as the Landlord has power to grant the same and subject to the Landlord's reasonable regulations from time to time) for the Tenant in common with the Landlord those authorised by the Landlord and all others having the like right hereafter or from time to time have from or against the Company or any other person for any sums, loss or damage or whether or not the Bank has availed itself of its legal remedies against the Company and/or any other surety and/or against any security as aforesaid; 3.3 all sums payable by the Guarantor under its guarantee and indemnity herein shall be paid in full without set-off, counter- claim, condition or qualification of any nature whatsoever; 3.4 that its liability under its guarantee and indemnity herein shall not be affected by the Bank granting any relaxation, forbearance or indulgence to the free running of Utilities through the Conduits designed for that purpose passing in through or under any adjoining property of the Landlord provided Guarantor; 3.5 that the Landlord may Bank may, at any time stop up remove alter or make connections times, at its absolute discretion, without discharging, impairing or affecting the liability of the 11 4 Guarantor under its guarantee and indemnity herein and without giving any notice whatsoever to the Conduits if Guarantor and without obtaining the Landlord makes available assent of the Guarantor, vary, add to, or alter the obligations undertaken by the Company; 3.6 that its guarantee and indemnity herein shall be in addition to any other guarantee and/or other security held by the Bank in respect of the repayment of the monies and liabilities from time to time at any time due and owing by the Company to the Tenant where appropriate suitable alternative Conduits. 2. The right to change the name Bank in respect of the Building subject Term Loan and the due performance and observance by the Company of the terms, provisions, covenants, agreements and obligations on the part of the Company to be performed and observed in respect of or under the Term Loan and whether such guarantee and/or other security shall be given to the consent Bank by the Guarantor or otherwise and no renewal, variation, exchange, release, modification of or other dealing with or forbearance from perfecting or enforcing any such other guarantee and/or other security by the Bank shall affect the liability of the Landlord which Guarantor under its guarantee and indemnity herein and whether or not the Guarantor shall not be unreasonably withheld have notice of or delayed and subject further given its assent to the consent such renewal, variation, exchange, release, modification of any competent public authority which may be necessary.or other dealing with or forbearance from perfecting or enforcing such other guarantee and/or other security;

Guarantor’s Covenants. 9.1 3.1 The Guarantor covenants COVENANTS with the Landlord as principal obligor as follows:- 3.1.1 That the Assignee will pay the rents reserved by and observe and perform the tenant covenants of the Lease and that if the Assignee defaults in the terms set out payment of any of the rents reserved by the Lease on the due dates or in Schedule 5observing or performing any of the tenant covenants of the Lease the Guarantor will pay the rents or observe or perform the tenant covenants in respect of which the Assignee has defaulted and the Guarantor will make good to tile Landlord on demand all losses costs damages and expenses resulting from any such default. 9.2 3.1.2 That if a liquidator or trustee in bankruptcy of the Assignee disclaims the Lease the Guarantor will at the request of the Landlord made within three months after such disclaimer take from the Landlord a lease of the Premises for a term equal to the residue of the [Term] which would have remained had there been no disclaimer at the same rents and subject to the tenant covenants of the Lease such lease to take effect from the date of such disclaimer and in such case the Guarantor will pay the costs of such new lease and execute and deliver a counterpart of it to the Landlord. 3.2 The Guarantor's obligations under Clause 3.1 commence on the date on which the leasehold interest under the Lease is assigned to the Assignee and do not bind the Guarantor in relation to any time after either 3.2.1 the Assignee is relased from the tenant covenants of the Lease in accordance with the Act (but without prejudice to any liability of the Guarantor pursuant incurred before the time of such release) or 3.2.2 the Assignee is able to Muse 9.1 and Schedule 5 shall cease when there is produced demonstrate by production of accounts to the Landlord certified true copies that for each, of audited accounts for Business Objects (U.K.) Limited showing that in each of the three consecutive accounting financial periods of that Company none being in aggregate not less than three years and at least one of which consecutive financial periods shall be for longer than for one year (after the third such period ending no more than six months before the production date of such certified copy audited accounts) the this Deed its accounts indicate that it has achieved net profits before tax (meaning the net trading profits before tax for each such accounting a period constitute a sum of 12 months or in the case of any other period the annualised rate of net profit before tax of the Assignee arising from its ordinary trading activities but excluding any profit from the sale of fixed assets businesses or investments or other exceptional and/or extraordinary items or items which is at least would have been classified as extraordinary and/or exceptional items before the introduction of Accounting Standard FRS3 after deduction (on an annualised basis) of deprecation interest charges and Al other expenses or charges as disclosed by the accounts of the Assignee for the financial periods in question which equal to or exceed the aggregate of the total amount likely in the reasonable opinion of the Landlord to be payable during the period of three times the Yearly Rent IN WITNESS of which this deed has been executed and is delivered on the date appearing as years from the date of this deed. SCHEDULE 1 THE PREMISES Sun Court, Moorbridge Road. Maidenhead, Berkshire shown production of accounts to the Landlord by way of rents insurance and service charges and all other taxes and outgoings payable by the Tenant under the Lease and for the purposes of identification only edged in red on the Plan numbered 1 attached which shall include where they exist this clause "accounts" all be audited profit and where the context so admits loss accounts drawn up for the purpose relevant periods in accordance with the Companies Act 1985 (as amended) or any statutory amendment or re-enactment of obligation it for the time being in force) and to the relevant Statements of Standard Accounting Practice applicable to the United Kingdom. (or in a case other than that of a company incorporated in the United Kingdom accounts prepared or re-stated in similar form). 3.3 None of the following shall release, discharge or affect the liability of the Guarantor as well as grantprincipal obligor or otherwise prejudice or affect the liability of the Guarantor to accept a new lease pursuant to Clause 3.1.2: 1. all additions alterations and improvements to 3.3.1 any neglect delay or indulgence or extension of time given by the Premises made at Landlord in enforcing payments of the rents or the performance or observance of the tenant covenants of the Lease-, 3.3.2 any time.variation of the terms of the Lease; 2. all landlord's fixtures and fittings and plant equipment and machinery including. SCHEDULE 2 RIGHTS GRANTED 1. The right during 3.3.3 any change in the Term constitution structure or powers of the Assignee or the Guarantor, the liquidation administration receivership or bankruptcy (so far as the Landlord has power case may be) of either tile Assignee or the Guarantor or the Assignee ceasing to grant exist; 3.3.4 any legal limitation or immunity disability or incapacity of the same and subject Assignee (whether or not known to the Landlord's reasonable regulations from time to time) for or the Tenant in common fact that any dealings with the Landlord those authorised by the Landlord and all others having the like right from time to time to the free running of Utilities through the Conduits designed for that purpose passing Assignee may be outside or in through or under any adjoining property excess of the Landlord provided that the Landlord may at any time stop up remove alter or make connections to the Conduits if the Landlord makes available to the Tenant where appropriate suitable alternative Conduits. 2. The right to change the name powers of the Building subject to the consent of the Landlord which shall not be unreasonably withheld Assignee: or 3.3.5 any other act omission matter or delayed and subject further to the consent thing of any competent public authority kind by virtue of which may (but for this provision) the Guarantor would be necessarydischarged in whole or in part.

Guarantor’s Covenants. 9.1 46.1 The Guarantor hereby guarantees and covenants with TfL (by way of primary obligation and not merely as a guarantor or collateral to that of the Developer) that the obligations on the part of the Developer shall be duly performed and observed in the manner and at the times specified and in case of default or delay on the part of the Developer the Guarantor will pay and make good to TfL on demand anything whatsoever which ought to be paid performed, observed or complied with as aforesaid including all losses, damages and expenses thereby arising or incurred by TfL in respect of any of the aforementioned matters and (subject to clause 46.7) indemnify TfL against any non-payment, breach, non-observance, non-performance or non-compliance Provided That the provisos in clause 39.1 shall apply mutatis mutandis. 46.2 The Guarantor's liability under this Agreement shall not be discharged affected or impaired by: (a) any neglect, delay or forbearance on the part of TfL in endeavouring to obtain payments as and when the same become due or in taking steps to enforce any of the said obligations; or (b) any time which may be given to the Developer; or (c) any variation of the terms of this Agreement to which the Guarantor is a party; (d) the Developer or any other party who may have guaranteed or otherwise may be liable in respect of all or any of the obligations of the Developer or any assignee ceasing to exist or having an administrator appointed in respect of it or all or any of the covenants, conditions or obligations on the part of the Developer or any other party as aforesaid ceasing (whether permanently or temporarily) to be enforceable against the Developer or other party as aforesaid (as the case may be) or being released or compromised except where they cease to be enforceable by reason of a release under the Landlord and Tenant (Covenants) Xxx 0000 or under this Agreement; or (e) the Developer or any other party who may have guaranteed or otherwise may be liable in respect of any of the obligations of the Developer entering into a company voluntary arrangement, scheme of arrangement or other arrangement with its creditors; or (f) the existence or validity of any other security taken by TfL in respect of any of the obligations or covenants of the Developer or any release of such security or any enforcement or failure to enforce such security or any part of it or any remedies TfL may have in respect of it against any third party or the release in whole or part of any guarantor or of all or any of the obligations of any guarantor; or (g) any omission or other matter which but for this provision would or might operate to affect, reduce or extinguish the liability of the Guarantor under this Agreement in whole or in part, and the obligations of the Guarantor shall subsist in relation and by reference to the obligations on the part of the Developer as from time to time varied, to the extent the Guarantor is a party to such variations. 46.3 Subject to clause 46.9, the obligations of the Guarantor under this Agreement shall be a continuing guarantee in addition to any other guarantee or security now or hereafter held by TfL in respect of any of the obligations on the part of the Developer in this Agreement and shall continue until all of the obligations on the part of the Developer pursuant to this Agreement have been discharged and performed or validly released in full and this covenant shall impose upon the Guarantor the same obligations as if this Agreement had been entered into directly with it as Guarantor and it is hereby agreed and declared that the liability of the Guarantor is as principal covenantor with TfL and not merely collateral to the principal liability of the Developer. 46.4 TfL shall not be obliged to take any steps or proceedings or obtain any judgment against the Developer or any third party before exercising any of its rights against the Guarantor under this Agreement nor to make or file any claim in any bankruptcy or liquidation of the Developer or any third party and the liabilities of the Guarantor under this Agreement may be enforced irrespective of whether any demands, steps or proceedings are being or have been made or taken against the Developer or any third party or whether the obligations of any other guarantor or third party are released or waived in whole or in part. 46.5 The Guarantor covenants with TfL that it shall not, without first obtaining TfL's written consent: (a) seek to recover, whether directly or by set off, lien, counterclaim or otherwise, nor accept any money or other property, nor exercise any rights, in respect of any sum or security which may be or become due to the Landlord Guarantor on any account by the Developer, nor claim, prove for or accept any payment in any composition by, or any winding up of the terms set out Developer; (b) claim as a creditor of the Developer in Schedule 5competition with TfL. 9.2 46.6 Without prejudice to the foregoing the Guarantor agrees that it shall not seek to discharge, affect, compromise or impair the Developer's liability under this Agreement in any voluntary arrangement, scheme of arrangement, or other arrangement with creditors proposed by or entered into by the Developer nor be a party to any such arrangement. 46.7 As a separate, additional, continuing and primary obligation, if the Guarantor proposes or enters into any voluntary arrangement, scheme of arrangement, or other arrangement with its creditors which has the effect directly or indirectly of discharging, affecting, compromising or impairing its liability or the Developer's liability under this Agreement the Guarantor agrees to indemnify TfL on demand against any losses, damages or expenses (including legal fees) incurred by or on behalf of TfL as a result of any such discharge, affect, compromise or impairment Provided That the provisos in clause 39.1 shall apply mutatis mutandis. 46.8 The Guarantor agrees that any decision of any court and/or any agreement reached between TfL and the Developer in respect of or in connection with this Agreement shall be binding on the Guarantor, Provided Always That the Guarantor shall have available to it such rights of appeal or challenge as the Developer would have or would have had. 46.9 Notwithstanding the foregoing, the liability of the Guarantor under this Agreement shall cease on: (a) the issue of the Defects Certificate in respect of the last of the OSD Works; or (b) any earlier substitution of the Guarantor in accordance with clause 47, however, notwithstanding the foregoing, the Guarantor shall remain liable to the extent that any claim on the Guarantor under this Agreement has been notified to the Guarantor prior to the ceasing of the Guarantor's liability under this Agreement as provided for in clause 46.9(a) and is at that time outstanding. 46.10 The obligations of the Guarantor pursuant to Muse 9.1 and Schedule 5 shall cease when there is produced are subject always to the Landlord certified true copies of audited accounts for Business Objects (U.K.) Limited showing that caps on liability in each of the three consecutive accounting periods of that Company none of which periods shall be for longer than for one year (the third such period ending no more than six months before the production of such certified copy audited accounts) the net profits before tax for each such accounting period constitute a sum which is at least three times the Yearly Rent IN WITNESS of which this deed has been executed and is delivered on the date appearing as the date of this deed. SCHEDULE 1 THE PREMISES Sun Court, Moorbridge Road. Maidenhead, Berkshire shown for the purposes of identification only edged in red on the Plan numbered 1 attached which shall include where they exist and where the context so admits for the purpose of obligation as well as grant: 1. all additions alterations and improvements to the Premises made at any timeclause 38.6. 2. all landlord's fixtures and fittings and plant equipment and machinery including. SCHEDULE 2 RIGHTS GRANTED 1. The right during the Term (so far as the Landlord has power to grant the same and subject to the Landlord's reasonable regulations from time to time) for the Tenant in common with the Landlord those authorised by the Landlord and all others having the like right from time to time to the free running of Utilities through the Conduits designed for that purpose passing in through or under any adjoining property of the Landlord provided that the Landlord may at any time stop up remove alter or make connections to the Conduits if the Landlord makes available to the Tenant where appropriate suitable alternative Conduits. 2. The right to change the name of the Building subject to the consent of the Landlord which shall not be unreasonably withheld or delayed and subject further to the consent of any competent public authority which may be necessary.