Each U.K. Borrower hereby irrevocably and unconditionally jointly and severally guarantees to the Administrative Agent and the U.K. Lenders the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise) of all of the Obligations of the other U.K. Borrower hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders, the Agents and the L/C Issuers under this Agreement, for the mutual benefit, directly and indirectly, of each U.K. Borrower and in consideration of the undertakings of the other U.K. Borrower to accept joint and several liability for the Obligations. Each U.K. Borrower agrees that this is an absolute, unconditional and continuing guaranty of the full and punctual payment of all of the Obligations of the other U.K. Borrower hereunder and under the other Loan Documents and not of their collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any U.K. Lender first attempt to collect any of such Obligations from such U.K. Borrower or resort to any collateral security or other means of obtaining payment. Each U.K. Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other U.K. Borrower with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this [Section 10.10(a)]), it being the intention of the parties hereto that all of the Obligations of the U.K. Borrowers shall be the joint and several Obligations of each U.K. Borrower without preferences or distinction among them. Each U.K. Borrower hereby waives all defenses relating to the joint and several liability described above, including, without limitation, all suretyship defenses.

Each U.K. Revolving Borrowing, each conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans, or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each U.K. Loan Notice shall specify # whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans, # the requested date of such U.K. Revolving Borrowing or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowed or continued, # the Type of U.K. Revolving Loans to be borrowed, # if applicable, the duration of the Interest Period with respect thereto, and # the applicable U.K. Borrower. If the applicable U.K. Borrower fails to specify a currency in a U.K. Loan Notice requesting a U.K. Revolving Borrowing, then the Revolving Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely request a continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.

Each U.K. Swing Line Borrowing shall be made upon the applicable U.K. Borrower’s irrevocable notice to the U.K. Swing Line Lender and the Administrative Agent by delivery of a U.K. Swing Line Loan Notice. Each U.K. Swing Line Loan Notice must be received not later than # with respect to U.K. Swing Line Loans denominated in Sterling, 10:00 a.m. (London time) on the requested borrowing date and # with respect to U.K. Swing Line Loans denominated in Dollars or Euros, 11:00 a.m. (London time) on the requested borrowing date, and shall specify # the name of the applicable U.K. Borrower, # the amount and currency to be borrowed, which amount shall be a minimum of £500,000 (or the Dollar Equivalent thereof if denominated in Dollars or the Alternative Currency equivalent thereof if denominated in Euros) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the U.K. Swing Line Lender), # the requested borrowing date, which shall be a Business Day, and # the location and number of such U.K. Borrower’s account to which funds are to be disbursed. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (London time), on the date of the proposed U.K. Swing Line Borrowing # directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of [Section 2.04(a)(iii), or (2)])] that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender shall, promptly after receipt of the applicable U.K. Swing Line Loan Notice with respect to such U.K. Swing Line Borrowing, make such U.K. Swing Line Loan to the applicable U.K. Borrower by means of a wire transfer to the account specified in such U.K. Swing Line Loan Notice.

Each U.K. Lender’s obligation to make U.K. Revolving Loans or to purchase and fund risk participations in U.K. Swing Line Loans pursuant to this [Section 2.04(c)(iii)] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right which such U.K. Lender may have against the U.K. Swing Line Lender, any U.K. Borrower or any other Person for any reason whatsoever, # the occurrence or continuance of a Default, or # any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that, each U.K. Lender’s obligation to make U.K. Revolving Loans pursuant to this [Section 2.04(c)(iii)] is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the U.K. Borrowers to repay U.K. Swing Line Loans, together with interest as provided herein.

The U.K. Swing Line Lender shall be responsible for invoicing the applicable U.K. Borrowers for interest on the applicable U.K. Swing Line Loans. Until each U.K. Lender funds its U.K. Revolving Loan or risk participation pursuant to this Section 2.04 to refinance such U.K. Lender’s Applicable Percentage of any U.K. Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the U.K. Swing Line Lender.

The U.K. Borrowers shall make all payments of principal and interest in respect of the U.K. Swing Line Loans directly to the U.K. Swing Line Lender.

The U.K. Swing Line Lender may be replaced at any time by written agreement among the U.K. Borrowers, the Administrative Agent, the replaced U.K. Swing Line Lender, and the successor U.K. Swing Line Lender. The Administrative Agent shall notify the U.K. Lenders of any such replacement of the U.K. Swing Line Lender. At the time any such replacement shall become effective, the applicable U.K. Borrowers shall pay all unpaid interest accrued for the account of the replaced U.K. Swing Line Lender pursuant to Section 2.08. From and after the effective date of any such replacement, # the successor U.K. Swing Line Lender shall have all the rights and obligations of the replaced U.K. Swing Line Lender under this Agreement with respect to U.K. Swing Line Loans made thereafter, and # references herein to the term “U.K. Swing Line Lender” shall be deemed to refer to such successor or to any previous U.K. Swing Line Lender, or to such successor and all previous U.K. Swing Line Lenders, as the context shall require. After the replacement of the U.K. Swing Line Lender hereunder, the replaced U.K. Swing Line Lender shall remain a party hereto and shall continue to have all the rights and obligations of the U.K. Swing Line Lender under this Agreement with respect to U.K. Swing Line Loans made by it prior to its replacement, but shall not be required to make additional U.K. Swing Line Loans. [Schedule 2.04] shall be deemed to be automatically updated to reflect the U.K. Swing Line Commitment of any Person that becomes the U.K. Swing Line Lender after the Closing Date pursuant to this [Section 2.04(g)(iii)].

Each U.K. Borrower shall repay each U.K. Swing Line Loan on the earlier to occur of # the date ten (10) Business Days after such U.K. Swing Line Loan is made, and # the Maturity Date. At any time that there shall exist a Defaulting Lender, immediately upon the request of the U.K. Swing Line Lender, the U.K. Borrowers shall repay the outstanding U.K. Swing Line Loans made by the U.K. Swing Line Lender in an amount sufficient to eliminate any Fronting Exposure in respect of such U.K. Swing Line Loans.

The U.K. Borrowers shall pay to the Administrative Agent for the account of each U.K. Lender in accordance with its Applicable Percentage, a facility fee (the “U.K. Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate U.K. Commitments (or, if the Aggregate U.K. Commitments have terminated, on the Total U.K. Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. The U.K. Facility Fee shall accrue at all times during the U.K. Availability Period (and thereafter so long as there are Total U.K. Outstandings), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the U.K. Availability Period (and, if applicable, thereafter on demand). The U.K. Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Sale “As Is, Where Is.” ​ acknowledges and agrees that upon Closing, ​ shall sell and convey to ​ and ​ shall accept the Properties “AS IS, WHERE IS, WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by ​ and delivered to ​ at Closing. Except as expressly set forth in this Agreement, ​ has not relied and will not rely on, and ​ has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Properties or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Properties) made or furnished by ​, ​’s property manager, or any real estate broker, agent or third party representing or purporting to represent ​, to whomever made or given, directly or indirectly, orally or in writing. ​ represents that it is a knowledgeable, experienced and sophisticated ​ of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of ​’s consultants in purchasing the Properties and shall make an independent verification of the accuracy of any documents and information provided by ​. ​ will conduct such inspections and investigations of the Properties as ​ deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Inspection Period, ​ acknowledges that ​ has afforded ​ a full opportunity to conduct such investigations of the Properties as ​ deemed necessary to satisfy itself as to the condition of the Properties and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Properties, and will rely solely upon same and not upon any information provided by or on behalf of ​ or its agents or employees with respect thereto, other than such representations, warranties and covenants of ​ as are expressly set forth in this Agreement. Upon Closing, ​ shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by ​’s inspections and investigations. The foregoing shall in no way relieve ​ of any statutory liability it may have under applicable environmental Laws in connection with the transportation, storage, use and/or disposal of Hazardous Materials at any of the Properties during the period of ​'s ownership thereof.