U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of # any Lender, # any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or # any bank (or the parent company of such bank) whose short-term commercial paper rating from S&P is at least A-1, A-2 or the equivalent thereof or from Moody’s is at least P-1, P-2 or the equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not more than 90 days from the date of acquisition;

No U.K. income tax will be payable on the grant of the Option. The Company will, however, inform HMRC of the grant of the Option. No U.K. income tax should be payable on the exercise of UKA Options, provided that the UKA scheme retains its U.K. HMRC approved status and the Option is exercised at least 3 years and not more than 10 years from the date of grant.

Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) (to be considered part of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Stockholders.

Regulation U. Neither the Company nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate of, buying or carrying Margin Stock.

For U.S. federal and applicable state and local income tax purposes, the purchase and sale of the Purchased Units hereunder shall be treated as the purchase and sale of interests in a partnership; the Company will not cease to be taxable as a partnership as a result of the transactions contemplated hereunder; and the Purchase Price shall be allocated among the assets of the Company in accordance with the principles set forth on [Exhibit D]. The Parties shall, and shall cause their Affiliates to, file all Tax Returns in a manner consistent with the tax treatment set forth in the preceding sentence and [Exhibit D], except as required by a “determination” within the meaning of Section 1313(a) of the Code (or similar provision of state, local or foreign Tax Law). The Parties will cause the Company to make an election under Section 754 of the Code (and any similar election under any provision of any other Tax Law) for the taxable period that includes the Closing Date unless such an election is already in effect for such taxable period.

Transferor’s U.S. employer identification number is: ​.

Each U.S. Lender shall deliver to the ​ and the [[Administrative Agent:Organization]] on or before the date on which it becomes a party to this Agreement two properly completed and duly signed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

Not U.S. person. The Option Holder is not a “U.S. person” (as such term is defined in Regulation S of the Securities Act) and is not acquiring the Option and/or purchasing the Purchase Shares for the account or benefit of any “U.S. person”.

EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT OR IN ANY OF THE CLOSING DOCUMENTS DELIVERED BY SELLER TO PURCHASER AT CLOSING, upon closing of the purchase of the Property, Purchaser shall be conclusively deemed to have accepted the Property in its present condition, AS IS, WHERE IS, WITH ALL FAULTS, without covenants, representations or warranties of any kind, express or implied, from Seller as to any conditions of the Property, including, without limitation, the physical condition of the Property, the Property’s merchantability, fitness for a particular purpose, habitability or tenantability or surface or subsurface environmental conditions of the Property, all whether latent or patent. Seller makes no guarantee, warranty or representation, express or implied, as to the quality, character, or condition of the Property (or any part thereof) or the fitness of the Property (or any part thereof) for any use or purpose or any representation as to the nonexistence of any toxic or hazardous waste. Purchaser shall have no claim against Seller in law or in equity based upon the condition of the Property or the failure of the Property to meet or comply with any standards, laws, regulations or other governmental requirements. In no event shall Seller be liable for incidental, special, exemplary or consequential damages, including, without limitation, loss of profits or revenue, interference with business operations, loss of tenants, lenders, investors, Purchasers, diminution in value of the Property, or inability to use the Property, due to the condition of the Property. Purchaser represents and warrants to Seller that the Feasibility Period will provide to Purchaser ample opportunity to make a proper inspection, examination and investigation of the Property and all documents relating thereto to familiarize itself with the Property’s condition and that Purchaser will do so to Purchaser’s satisfaction. Purchaser represents that it is a knowledgeable, experienced and sophisticated Purchaser of real estate and that, except as expressly set forth in this Contract, it is relying solely on its own expertise and that of Purchaser's consultants in purchasing the Property and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Contract. Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability, including, without limitation, any claims, matters or liability arising from or related to the subject matter of the disclaimers and AS-IS provisions of this ARTICLE III and from all federal, state and local laws, rules, regulations or ordinances that might impose liability, and from all civil liability regarding the condition, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever (including, but not limited to, liabilities under the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. [Sections 9601] et seq.), as amended (“CERCLA”), and/or with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property). As of the date of Closing, Purchaser further hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the Property, whether arising before or after the Effective Date. As of the date of Closing, Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and the risk that adverse physical characteristics and conditions, including the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. Purchaser hereby represents and warrants to Seller that: # Purchaser is represented by, or has had the opportunity to be represented by, legal counsel in connection with the transaction contemplated by this Contract; and # Purchaser is purchasing the Property for business, commercial, investment or other similar purpose and not for use as Purchaser's residence. Purchaser waives any and all rights or remedies it may have, or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller, and Seller waives any and all rights or remedies it may HAVE, or be entitled to arising from the disparity in size or bargaining power in relation to Purchaser. It is the Purchaser's intention that except for Seller's express representations and warranties that explicitly survive the closing of the transaction contemplated hereby and Seller's fraud, the foregoing release shall be effective as a bar to all actions, causes of action, suits, claims or demands of every kind, nature or character whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in connection with the Property or other properties in or about the Property. Purchaser understands and agrees that by execution of this Contract, the other parties and their partners, officers, directors, agents, trustees, beneficiaries, shareholders, parents, subsidiaries, divisions, affiliates, employees, and attorneys do not admit any liability of any nature whatsoever. The Purchaser acknowledges that it may hereafter discover claims and/or facts now unknown or unsuspected, or in addition to, or different from, those which the Purchaser now knows or believes to be true with respect to the release set forth in this ARTICLE III (this "General Release”). Nevertheless, the Purchaser intends by this General Release to release fully and forever all claims released hereby except for Seller's express representations and warranties that explicitly survive the closing of the transaction contemplated hereby and Seller's fraud. Accordingly, this General Release shall remain in full force as a complete release of such claims notwithstanding the discovery or existence of any such additional or different claims and/or facts before or after the date of this Contract, except for Seller's express representations and warranties that explicitly survive the closing of the transaction contemplated hereby and Seller's fraud. For avoidance of doubt, the understandings, acknowledgments, and agreements of Purchaser set forth in this ARTICLE III shall be effective from and after Closing.