Contract analysis

Section 1. Guaranty of Obligations 1.1 Guarantor hereby unconditionally and irrevocably guarantees to Landlord and its successors and assigns the full, faithful, complete, and timely payment, performance, and observance of each and every term, covenant, condition, agreement, and obligation of Tenant under the Lease, whether now existing or hereafter arising, whether monetary or non-monetary in nature, and whether ari

Section 2. Guaranty Cap 2.1 Notwithstanding anything to the contrary contained in this Guaranty, including but not limited to Section 1 hereof, Guarantor's maximum aggregate liability under this Guaranty shall not exceed Eighteen Million and 00/100 Dollars ($18,000,000) (the "Guaranty Cap"). The Guaranty Cap represents approximately two (2) years of average base rent payable over the Lease Term, calculated as the ari

Section 3. Nature of Guaranty 3.1 This Guaranty constitutes a guaranty of payment and performance, and not merely a guaranty of collection. Guarantor acknowledges that this is not a contingent obligation that is dependent upon Landlord first exhausting its remedies against Tenant or any other person or entity. Landlord shall be entitled to enforce this Guaranty directly against Guarantor upon the occurrence of a defa

Section 4. Waivers by Guarantor 4.1 Guarantor hereby expressly and unconditionally waives, to the fullest extent permitted by applicable law: (a) Notice of Acceptance. Notice of acceptance of this Guaranty by Landlord, it being understood that this Guaranty shall be deemed accepted by Landlord upon the execution and delivery of the Lease; (b) Notice of Default. Notice of any default or event of default by Tenant unde

Section 5. Guarantor's Obligations Not Affected 5.1 Guarantor's obligations under this Guaranty shall remain in full force and effect without regard to, and shall not be released, reduced, discharged, limited, or in any way affected by, any of the following events, circumstances, or conditions, regardless of whether any such event, circumstance, or condition occurs with or without notice to Guarantor, with or without

Section 6. Landlord's Rights 6.1 Landlord may, from time to time, in its sole and absolute discretion, without notice to or consent of Guarantor and without in any manner affecting, impairing, or diminishing Guarantor's obligations under this Guaranty: (a) Retain or obtain a lien on any real or personal property to secure any or all of the Guaranteed Obligations or any other obligations of Tenant under the Lease; (b)

Section 7. Reinstatement 7.1 If at any time any payment or any portion thereof received by Landlord from Tenant, Guarantor, or any other person or entity on account of the Guaranteed Obligations is subsequently invalidated, declared to be fraudulent or preferential, set aside, voided, rescinded, or required to be repaid or returned to Tenant, Guarantor, a trustee in bankruptcy, a receiver, a debtor-in-possession, a c

Section 8. Change of Control — Release of Guarantor 8.1 Definition of Change of Control. For purposes of this Guaranty, a "Change of Control" of Tenant or Guarantor shall have the meaning set forth in the Lease, namely: any transaction or series of related transactions (whether structured as a merger, consolidation, stock or share sale or exchange, asset sale or transfer, tender offer, scheme of arrangement, reorgani

Section 9. Amendments to Lease 9.1 Guarantor hereby consents to any amendment, modification, supplement, or restatement of the Lease that does not increase the monetary obligations of Tenant beyond those set forth in the Lease as of the date hereof. Any such amendment, modification, supplement, or restatement that does not increase Tenant's monetary obligations shall be effective and binding upon Guarantor without th

Section 10. Representations and Warranties of Guarantor 10.1 Guarantor hereby represents and warrants to Landlord as of the date hereof as follows: (a) Organization and Good Standing. Guarantor is a public limited company duly organized, validly existing, and in good standing under the laws of England and Wales, registered under Company No. 04291837 with the Registrar of Companies for England and Wales. Guarantor's o

Section 11. Covenants of Guarantor 11.1 Guarantor hereby covenants and agrees that, during the term of this Guaranty (i.e., from the date hereof until all Guaranteed Obligations have been fully and indefeasibly satisfied or the Guaranty Cap has been exhausted): (a) Maintenance of Corporate Existence. Guarantor shall maintain its corporate existence and shall remain duly organized, validly existing, and in good standi

Section 12. Subordination of Subrogation 12.1 Until all Guaranteed Obligations have been indefeasibly paid and performed in full and the Lease has expired or been terminated (and the Guaranty Cap has not been exhausted), Guarantor hereby irrevocably subordinates and defers any and all rights of subrogation, reimbursement, indemnification, exoneration, contribution, or other similar right (whether arising by contract,

Section 13. Notices 13.1 All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered in accordance with the notice provisions of the Lease (including any requirements for personal delivery, reputable overnight courier service, or certified or registered mail, return receipt requested, postage prepaid). 1

Section 14. Governing Law; Jurisdiction; Dispute Resolution 14.1 Governing Law. This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the

Section 15. Waiver of Jury Trial GUARANTOR AND LANDLORD EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LEASE, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER IS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY MADE BY EACH PARTY AND EACH PARTY ACKNOWLEDGES

Section 16. Attorneys' Fees 16.1 If Landlord prevails in any action, suit, or proceeding to enforce this Guaranty, or any provision hereof, whether or not such action, suit, or proceeding proceeds to final judgment, Guarantor shall pay to Landlord all of Landlord's reasonable attorneys' fees, costs, disbursements, and expenses incurred in connection therewith, including reasonable fees and costs incurred at the trial

Section 17. Successors and Assigns 17.1 This Guaranty shall be binding upon Guarantor and upon Guarantor's successors, assigns, heirs, administrators, executors, and legal representatives, and shall inure to the benefit of Landlord and Landlord's successors and assigns, including without limitation any purchaser at a foreclosure sale (whether judicial or non-judicial), any transferee under a deed-in-lieu of foreclosu

Section 18. Entire Agreement; Amendment 18.1 This Guaranty, together with the Lease and all exhibits, schedules, riders, and amendments thereto, constitutes the entire agreement between Guarantor and Landlord with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, between Guarantor and Landlord with re

Section 19. Severability 19.1 If any provision of this Guaranty, or the application of any such provision to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions of this Guaranty, and the application of such provision to persons, entities, or circumstances other than those as to which it is held invalid, illegal, o

Section 20. No Waiver 20.1 No failure or delay by Landlord in exercising any right, power, privilege, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. 20.2 No waiver of any provision of this Guaranty shal

Section 21. Counterparts; Electronic Signatures 21.1 This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. It shall not be necessary in making proof of this Guaranty or any counterpart hereof to produce or account for any of the other counterparts. 21.2 Signatures to this Guaranty delivered

Section 22. Relationship to Lease and Other Security 22.1 This Guaranty is in addition to, and not in substitution for, the Letter of Credit (L/C No. SNLC-2023-08015, issued by Caledonian National Bank PLC, London, in the initial amount of Five Million One Hundred Eighty Thousand and 00/100 Dollars ($5,180,000)) and any replacement, renewal, or substitute letter of credit, and any other security, deposit, or collater