Exhibit









Exhibit 10.1









Published CUSIP Number: 85253UAJ7






TERM LOAN AGREEMENT
Dated as of July 28, 2017
among
STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., 
as the Borrower,
STAG INDUSTRIAL, INC., 
as a Guarantor,
BANK OF AMERICA, N.A., 
as the Administrative Agent,




CAPITAL ONE, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, 
ROYAL BANK OF CANADA and WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Co-Syndication Agents,


and 


THE FINANCIAL INSTITUTIONS NOW OR HEREAFTER SIGNATORIES HERETO AND THEIR ASSIGNEES PURSUANT TO SECTION 11.06, 
as Lenders


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,  
as the Sole Bookrunner and Joint Lead Arranger 
 
and 
 
CAPITAL ONE, NATIONAL ASSOCIATION, PNC CAPITAL MARKETS LLC, 
ROYAL BANK OF CANADA and WELLS FARGO SECURITIES, LLC,  
as Joint Lead Arrangers














TABLE OF CONTENTS
	
					
	Section
	 
	Page

	 
	 
	 

	Article I
	Definition and Accounting Terms
	1

	 
	1.01
	Defined Terms
	1

	 
	1.02
	Other Interpretive Provisions
	22

	 
	1.03
	Accounting Terms
	23

	 
	1.04
	Rounding
	23

	 
	1.05
	Times of Day
	24

	 
	1.06
	Rates
	24

	 
	 
	 
	 
	 

	Article II
	The Commitments and Credit Extensions
	24

	 
	2.01
	Committed Loans
	24

	 
	2.02
	Borrowings, Conversions and Continuations of Committed Loans
	24

	 
	2.03
	Reserved
	25

	 
	2.04
	Voluntary Reduction of Commitments
	25

	 
	2.05
	Prepayments
	25

	 
	2.06
	Incremental Term Loans
	26

	 
	2.07
	Repayment of Loans
	27

	 
	2.08
	Interest
	27

	 
	2.09
	Fees
	27

	 
	2.10
	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
	28

	 
	2.11
	Evidence of Debt
	28

	 
	2.12
	Payments Generally; The Administrative Agent’s Clawback
	28

	 
	2.13
	Sharing of Payments by the Lenders
	30

	 
	2.14
	Reserved
	30

	 
	2.15
	Reserved
	30

	 
	2.16
	Defaulting Lenders
	30

	 
	2.17
	Guaranties
	31

	 
	 
	 
	 

	Articles III
	Taxes, Yield Protection and Illegality
	32

	 
	3.01
	Taxes
	32

	 
	3.02
	Illegality
	35

	 
	3.03
	Inability to Determine Rates
	35

	 
	3.04
	Increased Costs; Reserves on LIBOR Loans
	36

	 
	3.05
	Compensation for Losses
	37

	 
	3.06
	Mitigation Obligations; Replacement of the Lenders
	37

	 
	3.07
	Survival
	37

	 
	 
	 
	 

	Article IV
	Unencumbered Properties
	37

	 
	4.01
	Initial Unencumbered Properties
	37

	 
	4.02
	Reserved
	38

	 
	4.03
	Notices of Qualification as an Unencumbered Property
	38

	 
	4.04
	Eligibility
	38

	 
	4.05
	Reserved
	38

	 
	4.06
	Guaranty
	38

	 
	4.07
	Admission of New Unencumbered Properties
	38

	 
	4.08
	Reserved
	38



















	
					
	Section
	 
	Page

	 
	4.09
	Reserved
	38

	 
	4.10
	Exclusion Events
	38

	 
	 
	 
	 

	Article V
	Conditions Precedent to Credit Extensions
	39

	 
	5.01
	Conditions of Initial Credit Extension
	39

	 
	5.02
	Conditions to all Credit Extensions
	40

	 
	 
	 
	 

	Article VI
	Representations and Warranties
	41

	 
	6.01
	Existence, Qualification and Power; Compliance with Laws
	41

	 
	6.02
	Authorization; No Contravention
	41

	 
	6.03
	Governmental Authorization; Other Consents
	41

	 
	6.04
	Binding Effect
	41

	 
	6.05
	Financial Statements; No Material Adverse Effect
	41

	 
	6.06
	Litigation
	42

	 
	6.07
	No Default
	42

	 
	6.08
	Ownership of Property; Liens; Equity Interests
	42

	 
	6.09
	Environmental Compliance
	42

	 
	6.10
	Insurance
	43

	 
	6.11
	Taxes
	43

	 
	6.12
	ERISA Compliance
	43

	 
	6.13
	Subsidiaries; Equity Interests
	43

	 
	6.14
	Margin Regulations; Investment Company Act
	43

	 
	6.15
	Disclosure
	44

	 
	6.16
	Compliance with Laws
	44

	 
	6.17
	Taxpayer Identification Number
	44

	 
	6.18
	Intellectual Property; Licenses, Etc.
	44

	 
	6.19
	Reserved
	44

	 
	6.20
	Solvency
	44

	 
	6.21
	REIT Status of the Parent
	44

	 
	6.22
	Labor Matters
	45

	 
	6.23
	Ground Lease Representation
	45

	 
	6.24
	Unencumbered Properties
	45

	 
	6.25
	OFAC
	45

	 
	6.26
	EEA Financial Institutions
	45

	 
	 
	 
	 

	Article VII
	Affirmative Covenants
	46

	 
	7.01
	Financial Statements
	46

	 
	7.02
	Certificates; Other Information
	46

	 
	7.03
	Notices
	47

	 
	7.04
	Payment of Obligations
	48

	 
	7.05
	Preservation of Existence, Etc.
	48

	 
	7.06
	Maintenance of Properties
	48

	 
	7.07
	Maintenance of Insurance
	49

	 
	7.08
	Compliance with Laws
	49

	 
	7.09
	Books and Records
	49

	 
	7.10
	Inspection Rights
	49

	 
	7.11
	Use of Proceeds
	49

	 
	7.12
	Environmental Matters
	49















	
					
	Section
	 
	Page

	 
	7.13
	Ground Leases
	50

	 
	7.14
	Unencumbered Properties
	51

	 
	 
	 
	 

	Article VIII
	Negative Covenants
	52

	 
	8.01
	Liens
	52

	 
	8.02
	Indebtedness
	52

	 
	8.03
	Investments
	53

	 
	8.04
	Fundamental Changes
	54

	 
	8.05
	Dispositions
	54

	 
	8.06
	Restricted Payments
	54

	 
	8.07
	Change in Nature of Business
	54

	 
	8.08
	Transactions with Affiliates
	54

	 
	8.09
	Burdensome Agreements
	55

	 
	8.10
	Use of Proceeds
	55

	 
	8.11
	Unencumbered Properties; Ground Leases
	55

	 
	8.12
	Environmental Matters
	56

	 
	8.13
	Negative Pledge; Indebtedness
	56

	 
	8.14
	Financial Covenants
	56

	 
	 
	 
	 

	Article IX
	Events of Default and Remedies
	57

	 
	9.01
	Events of Default
	57

	 
	9.02
	Remedies Upon Event of Default
	59

	 
	9.03
	Application of Funds
	59

	 
	 
	 
	 

	Article X
	The Administrative Agent
	60

	 
	10.01
	Appointment and Authority
	60

	 
	10.02
	Rights as a Lender
	60

	 
	10.03
	Exculpatory Provisions
	60

	 
	10.04
	Reliance by the Administrative Agent
	61

	 
	10.05
	Delegation of Duties
	61

	 
	10.06
	Resignation of the Administrative Agent
	61

	 
	10.07
	Non-Reliance on the Administrative Agent and Other Lenders
	62

	 
	10.08
	No Other Duties, Etc.
	62

	 
	10.09
	The Administrative Agent May File Proofs of Claim
	62

	 
	10.10
	Guaranty Matters
	63

	 
	 
	 
	 

	Article XI
	Miscellaneous
	63

	 
	11.01
	Amendments, Etc.
	63

	 
	11.02
	Notices; Effectiveness; Electronic Communication
	64

	 
	11.03
	No Waiver; Cumulative Remedies; Enforcement
	65

	 
	11.04
	Expenses; Indemnity; Damage Waiver
	65

	 
	11.05
	Payments Set Aside
	67

	 
	11.06
	Successors and Assigns
	67

	 
	11.07
	Treatment of Certain Information; Confidentiality
	70

	 
	11.08
	Right of Setoff
	70

	 
	11.09
	Interest Rate Limitation
	71

	 
	11.10
	Counterparts; Integration; Effectiveness
	71

	 
	11.11
	Survival of Representations and Warranties
	71















	
					
	Section
	 
	Page

	 
	11.12
	Severability
	72

	 
	11.13
	Replacement of the Lenders
	72

	 
	11.14
	Governing Law; Jurisdiction; Etc.
	72

	 
	11.15
	No Advisory or Fiduciary Responsibility
	73

	 
	11.16
	Electronic Execution of Assignments and Certain Other Documents
	73

	 
	11.17
	USA PATRIOT ACT
	74

	 
	11.18
	ENTIRE AGREEMENT
	74

	 
	11.19
	Acknowledgment and Consent to Bail-In of EEA Financial Institutions
	74






	
				
	SCHEDULES
	 

	 
	2.01
	Commitments and Applicable Percentages
	 

	 
	4.01
	Initial Unencumbered Properties
	 

	 
	6.06
	Litigation
	 

	 
	6.09
	Environmental Matters
	 

	 
	6.13
	Subsidiaries and Other Equity Investments and Equity Interests in the Borrower and Each Subsidiary Guarantor
	 

	 
	6.18
	Intellectual Property Matters
	 

	 
	8.01
	Existing Liens
	 

	 
	8.13
	Indebtedness
	 

	 
	11.02
	The Administrative Agent’s Office; Certain Addresses for Notices
	 

	 
	RO
	Responsible Officers
	 

	 
	 
	 
	 

	EXHIBITS
	 

	 
	A
	Form of Draw Request
	 

	 
	B
	Form of Note
	 

	 
	C
	Compliance Certificate
	 

	 
	D-1
	Assignment and Assumption
	 

	 
	D-2
	Administrative Questionnaire
	 

	 
	E
	Form of Borrower Remittance Instruction
	 

	 
	F-1
	Form of Parent Guaranty
	 

	 
	F-2
	Form of Subsidiary Guaranty
	 

	 
	G
	Reserved
	 

	 
	H-1
	U.S. Tax Compliance Certificate
	 

	 
	H-2
	U.S. Tax Compliance Certificate
	 

	 
	H-3
	U.S. Tax Compliance Certificate
	 

	 
	H-4
	U.S. Tax Compliance Certificate
	 

	 
	I
	Form of Borrower’s Instruction Certificate
	 




















TERM LOAN AGREEMENT
This TERM LOAN AGREEMENT (the “Agreement”) is entered into as of July 28, 2017, among STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), STAG INDUSTRIAL, INC., a Maryland corporation and the sole member of the sole general partner of the Borrower (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CAPITAL ONE, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANK OF AMERICA, N.A., as the Administrative Agent.
The Borrower has requested that the Lenders provide a term credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1.01    Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:
“Acceptable Ground Lease” means a ground lease with respect to an Acceptable Property executed by a Subsidiary Guarantor, as lessee, that (a) has a remaining lease term (including extension or renewal rights) of at least twenty-five (25) years, calculated as of the date such Acceptable Property is deemed an Unencumbered Property, and that the Administrative Agent determines, in its sole discretion, is a financeable ground lease and is otherwise acceptable or (b) has a bargain purchase option (as defined in accordance with GAAP).
“Acceptable Property” means a Property (a) that is approved by the Administrative Agent and the Required Lenders, or (b) that meets the following requirements:
(i)    such Property is wholly-owned by, or ground leased pursuant to an Acceptable Ground Lease to, the Borrower or a Subsidiary Guarantor free and clear of any Liens (other than Liens permitted by Section 8.01);
(ii)    such Property is an industrial, manufacturing, warehouse/distribution and/or office property located within the United States;
(iii)    if such Property is owned by a Subsidiary Guarantor, or is ground leased pursuant to an Acceptable Ground Lease to a Subsidiary Guarantor, then the Equity Interests of such Subsidiary Guarantor are owned, directly or indirectly by the Borrower, free and clear of any Liens other than Liens permitted by Section 8.01; and
(iv)    such Property is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters which, individually or collectively, are not material to the profitable operation of such Property.
“Additional Permitted Indebtedness” means unsecured Indebtedness permitted to be incurred pursuant to Section 8.02(f).
“Additional Term Loans” has the meaning specified in Section 2.06(b)(i).
“Adjusted NOI” means, with respect to any Property for the Current Reporting Quarter, annualized, an amount equal to (a) the aggregate gross revenues (excluding non-cash revenues) from the operations of such Property during such period, minus (b) the sum of (i) all expenses and other proper charges incurred in connection with the operation of such Property during such period (including real estate taxes, but excluding any property and asset management fees, debt service charges, income taxes, depreciation, amortization and other non-cash expenses and excluding capital expenditures), (ii) a management fee equal to the greater of (A) two percent (2%) of the aggregate gross base rental revenues (excluding non-cash revenues) from the operations of such Property during such period and (B) actual property management fees paid, and (iii) a replacement reserve of $0.10 per square foot (excluding any Property acquired during the Current Reporting Quarter).  Adjusted NOI shall exclude the amount of any revenues and expenses from any Dark Property.  Adjusted NOI shall be 















increased, without duplication, by (i) annualized rental revenues (excluding non-cash revenues), net of associated expenses, from any new lease which went into effect with the tenant taking occupancy (or any lease with respect to any Property acquired during the Current Reporting Quarter) and the Borrower is recognizing revenue from such tenant in accordance with GAAP during such Current Reporting Quarter, and (ii) annualized gross base rental revenues (excluding non-cash revenues) for the first monthly gross base rental payment for any lease in a free rent period and the Borrower is recognizing revenue from the applicable tenant in accordance with GAAP during such Current Reporting Quarter.
“Administrative Agent” means BANA in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided in no event shall Agent or any Lender be deemed to be an Affiliate of the Borrower. 
“Aggregate Commitments” means the Commitments of all the Lenders as adjusted from time to time in accordance with the terms hereof.  The initial amount of the Aggregate Commitments in effect on the Closing Date is ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000.00).
“Agreement” means this Term Loan Agreement.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.
“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time.  If the commitment of each Lender to make Loans has been terminated pursuant to Section 2.01(b) or 9.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the percentage (carried out to the ninth decimal place) of the Total Outstandings represented by such Lender’s Loans at such time.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
“Applicable Rate” means the following:
A. Unless and until the Rating Conditions have been satisfied, with respect to any Loan, the following percentages per annum determined according to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a):
Leveraged-Based Pricing Grid:
	
				
	Applicable Rate

	Pricing Level
	Consolidated Leverage Ratio
	Base Rate Applicable Margin
	LIBOR Loan Applicable Margin

	1
	< 40%
	0.30%
	1.30%

	2
	≥ 40% and < 45%
	0.35%
	1.35%

	3
	≥ 45% and < 50%
	0.45%
	1.45%

	4
	≥ 50% and < 55%
	0.60%
	1.60%

	5
	≥ 55%
	0.90%
	1.90%








2









Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first (1st) Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a) provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 5 shall apply as of the first (1st) Business Day after the date on which such Compliance Certificate was required to have been delivered, provided that if such request is not delivered within thirty (30) days of the date such Compliance Certificate was due, Pricing Level 5 shall apply as of the date of delivery of such request, and shall remain in effect until the date on which such Compliance Certificate is delivered.  The Applicable Rate in effect from the Closing Date until adjusted as set forth above shall be set at Pricing Level 1.
Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).
or 
B.    If and when the Rating Conditions have been satisfied, the following percentages per annum, based upon the Debt Rating as set forth below (determined in accordance with the Performance-Based Pricing Grid set forth below).
Performance-Based Pricing Grid:
	
				
	Applicable Rate

	Pricing Level
	Debt Rating
	Base Rate Applicable Margin
	LIBOR Loan Applicable Margin

	1
	≥ A-/A3
	0.00%
	0.90%

	2
	BBB+/Baa1
	0.00%
	0.95%

	3
	BBB/Baa2
	0.10%
	1.10%

	4
	BBB-/Baa3
	0.35%
	1.35%

	5
	< BBB-/Baa3
	0.75%
	1.75%






Each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 7.03(e) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Assignee Group” means two (2) or more Eligible Assignees that are Affiliates of one another or two (2) or more Approved Funds managed by the same investment advisor.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D-1 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.
“Attributable Indebtedness” means, on any date in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.


“Audited Financial Statements” means the audited financial statements of the Parent for the fiscal year ended December 31, 2016 and, from and after the delivery of the financial statements of the Parent required pursuant to Section 7.01(a) for the fiscal year ending December 31, 2017, the most-recent financial statements furnished pursuant to Section 7.01(a).  
“Award” means any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Unencumbered Property.


3









“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Balloon Payments” shall mean with respect to any loan constituting Indebtedness, any required principal payment of such loan which is payable at the maturity of such Indebtedness, provided, however, that the final payment of a fully amortized loan shall not constitute a Balloon Payment.
“BANA” means Bank of America, N.A.
“Base Rate” means, at any time, a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced from time to time by BANA as its “prime rate,” (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1%.  The “prime rate” is a rate set by BANA based upon various factors including BANA’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by BANA shall take effect at the opening of business on the day specified in the public announcement of such change.
“Base Rate Loan” means a Loan that bears interest based on the Base Rate.
“Book Value” means all land, building, improvements, leasing commissions and deferred leasing intangibles less accumulated depreciation and amortization.
“Borrower” has the meaning specified in the introductory paragraph hereto.
“Borrower’s Instruction Certificate” means a completed form substantially in the form of Exhibit I to be executed and delivered by the Borrower pursuant to Section 5.01(a), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.
“Borrower Materials” has the meaning specified in Section 7.02.
“Borrower Remittance Instruction” means a completed form substantially in the form of Exhibit E to be executed and delivered by the Borrower pursuant to Section 5.01(a), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.
“Borrowing” means a Committed Borrowing.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or the State of New York, and, if such day relates to any LIBOR Loan, means any such day that is also a London Banking Day.
“Capital Lease” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP.


“Capital Lease Obligations” means, with respect to any Person for any period, the capitalized amount of obligations under Capital Leases for such Person for such period as determined in accordance with GAAP.


“Capitalization Rate” means seven and one half percent (7.5%).


"Cash Equivalents" means any of the following types of Investments, to the extent owned by Guarantor, the Borrower or any of their Subsidiaries free and clear of all Liens (other than Liens permitted hereunder):
(a)    readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;


4









(b)    demand or time deposits with, or insured certificates of deposit or bankers' acceptances of, any commercial bank that (A) is a Lender or (B) (i) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof;
(c)    commercial paper in an aggregate amount of no more than $5,000,000 per issuer outstanding at any time issued by any Person organized under the laws of any state of the United States of America and rated at least "Prime-1" (or the then equivalent grade) by Moody's or at least "A-1" (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; 
(d)    Investments, classified in accordance with GAAP as current assets of the Parent or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody's or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition; and 
(e)    Other liquid or readily marketable investments in an amount not to exceed five percent (5%) of Total Asset Value.
“Casualty” means, with respect to any Unencumbered Property, if such Unencumbered Property has been damaged or destroyed, in whole or in part, by fire or other casualty.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty; (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.
“Change of Control” means an event or series of events by which:
(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the Equity Interests of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such Equity Interests that such person or group has the right to acquire pursuant to any option right);
(b)    during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or


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(c)    the Parent shall cease to (i) either be the sole general partner of, or wholly own and control the general partner of, the Borrower or (ii) own, directly or indirectly, greater than fifty percent (50%) of the Equity Interests of the Borrower.
“Closing Date” means the first date all the conditions precedent in Section 5.01 are satisfied or waived in accordance with Section 11.01.
“Code” means the Internal Revenue Code of 1986.
“Commitment” means, as to each Lender, its obligation to make Committed Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.  
“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of LIBOR Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
“Committed Loan” has the meaning specified in Section 2.01(a).
 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) as amended from time to time, and any successor statute.
 
“Companies” means, without duplication, the Parent and its Consolidated Subsidiaries (including the Borrower), and “Company” means any one of the Companies.


“Compliance Certificate” means a certificate substantially in the form of Exhibit C.
“Condemnation” means a temporary or permanent taking by any Governmental Authority as the result, in lieu, or in anticipation, of the exercise of the right of condemnation or eminent domain of all or any part of any Unencumbered Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting any Unencumbered Property or any part thereof.
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated EBITDA” means, for any Person for any period, an amount equal to (a) Consolidated Net Income, plus (b) the sum of the following (without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period): (i) income tax expense; (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness; (iii) depreciation and amortization expense; (iv) amortization of intangibles (including goodwill) and organization costs; (v) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), including property acquisition costs; (vi) any other non-cash charges, and (vii) all commissions, guaranty fees, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Swap Contracts in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP; minus (c) the sum of the following (to the extent included in the statement of such Consolidated Net Income for such period): (i) interest income (except to the extent deducted in determining such Consolidated Net Income); (ii) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business); and (iii) any other non-cash income.


“Consolidated Fixed Charges” means, on a consolidated basis, for any Person for any period, the sum (without duplication) of (a) Consolidated Interest Expense, (b) provision for cash income taxes made by such Person on a consolidated basis in respect of such period, (c) scheduled principal amortization payments due during such period on account of Indebtedness of such Person (excluding Balloon Payments), and (d) Restricted Payments paid in cash with respect to preferred Equity Interests of such Person during such period (other than any repayments of principal with respect to preferred Equity Interests).




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“Consolidated Interest Expense” means, for any Person for any period, the total interest expense (including that attributable to Capital Lease Obligations) of such Person for such period with respect to all outstanding Total Funded Debt (including all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Swap Contracts in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).  Consolidated Interest Expenses shall exclude non-cash charges, interest rate hedge termination payments or receipts, loan prepayment costs, and upfront loan fees, interest expense covered by an interest reserve established under a loan facility and any interest expense under any construction loan or construction activity that under GAAP is required to be capitalized.


“Consolidated Leverage Ratio” means, as of any date of determination, the quotient (expressed as a percentage) of (a) Consolidated Total Debt, divided by (b) Total Asset Value.


“Consolidated Net Income” means, for any Person for any period, the consolidated net income (or loss) of such Person for such period, determined on a consolidated basis; provided that in calculating Consolidated Net Income of the Parent for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Parent or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Company) in which any Company has an ownership interest, except to the extent that any such income is actually received by such Company in the form of dividends or similar distributions, and (c) the undistributed earnings of any Subsidiary of any Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or requirement of Law applicable to such Subsidiary.


“Consolidated Subsidiary” means any Person in which the Parent or the Borrower has a direct or indirect ownership interest and whose financial results would be consolidated under GAAP with the financial results of the Parent on the consolidated financial statements of the Parent.
“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of all Indebtedness of the Parent on such date, determined on a consolidated basis in accordance with GAAP which would be required to be included on the liabilities side of the balance sheet of the Parent in accordance with GAAP, and including the Companies’ Share of the principal amount of all Indebtedness of Unconsolidated Affiliates, but, in each case, excluding the net obligations of the Parent on a consolidated basis under any Swap Contract.  
“Construction in Progress” means (a) a Property with new ground up construction, (b) a Property under renovation in which (i) greater than thirty percent (30%) of the square footage of such Property is unavailable for occupancy due to renovation and (ii) no rents are being paid on such square footage or (c) a building expansion.  The classification of “Construction in Progress” will cease on the earlier to occur of (A) the time that such Property has an Occupancy Rate of greater than eighty percent (80%), and (B) one hundred eighty (180) days after completion of construction, renovation or expansion of such Property, as applicable.
 “Contamination” means the presence of Hazardous Materials in amounts exceeding regulatory action levels.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  The terms “Controlling” and “Controlled” have meanings correlative thereto.
“Co-Syndication Agent” means each of Capital One, National Association, PNC Bank, National Association, Royal Bank of Canada and Wells Fargo Bank, National Association in its capacity as a co-syndication agent for the term loan facility evidenced by this Agreement.
“Credit Agreements” means (a) the Revolving Credit Agreement, (b) that certain Term Loan Agreement, dated as of September 29, 2015, among the Borrower, the Parent, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, (c) that certain Amended and Restated Term Loan Agreement, dated as of December 20, 2016, among the Borrower, the Parent, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto and (d) that certain Second Amended and Restated Term Loan Agreement, dated as of December 20, 2016, among the Borrower, the Parent, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto.


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“Credit Extension” means a Borrowing.
“Current Reporting Quarter” means the most recent fiscal quarter for which quarterly financial statements have been delivered to the Lenders pursuant to Section 7.01.
“Customary Recourse Exceptions” means, with respect to any Indebtedness, personal recourse that is limited to fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities, prohibited transfers, violations of single purposes entity covenants, and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate guaranty or indemnification agreements in non-recourse financing of Real Property.
“Dark Property” means any Property as to which, as of the last day of the Current Reporting Quarter, (a) all leases have terminated, (b) the Borrower is not recognizing revenue from any tenants in accordance with GAAP or (c) the Adjusted NOI for such Property is negative.
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
 “Debt Rating” means, as of any date of determination, the rating as determined by a minimum of two of S&P,  Moody’s or Fitch (collectively, the “Debt Ratings”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Borrower has only one Debt Rating, the Pricing Level that is one level lower than that of such Debt Rating shall apply; and (d) if, after satisfying the Rating Condition, the Borrower does not have any Debt Rating, Pricing Level 5 shall apply.


“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) two percent (2%) per annum; provided that with respect to a LIBOR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus two percent (2%) per annum.
“Defaulting Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company which controls such Lender that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such 


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Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each Lender promptly following such determination.
“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
“Disposition” or “Dispose” means the sale, transfer, license, lease (other than a real estate lease entered into in the ordinary course of business as part of Property leasing operations) or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith but excluding any arrangement constituting a Lien.
“Dollar” and “$” mean lawful money of the United States.
“Draw Request” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of LIBOR Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A
“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).
 “Environmental Assessment” has the meaning specified in Section 7.12(b).
“Environmental Claim” means any investigative, enforcement, cleanup, removal, containment, remedial, or other private or governmental or regulatory action at any time instituted or completed pursuant to any applicable Environmental Requirement against any Company or against or with respect to any Real Property or any condition, use, or activity on any Real Property (including any such action against the Administrative Agent or any Lender), and any claim at any time made by any Person against any Company or against or with respect to any Real Property or any condition, use, or activity on any Real Property (including any such claim against the Administrative Agent or any Lender), relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from or in any way arising in connection with any Hazardous Material or any Environmental Requirement.
“Environmental Damages” means all liabilities (including strict liability), losses, damages (excluding consequential, special, exemplary or punitive damages except to the extent such damages were imposed upon an Indemnitee as a result of any claims made against such Indemnitee by a governmental entity or any other third party), judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date and arising in whole or in part from:
(a)    the presence of any Hazardous Material on any Unencumbered Property, or any escape, seepage, leakage, spillage, emission, release, discharge or disposal of any Hazardous Material on or from any Unencumbered 


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Property, or the migration or release or threatened migration or release of any Hazardous Material to, from or through any Unencumbered Property, on or before the Release Date; or
(b)    any act, omission, event or circumstance existing or occurring in connection with the handling, treatment, containment, removal, storage, decontamination, clean up, transport or disposal of any Hazardous Material which is at any time on or before the Release Date present on any Unencumbered Property; or
(c)    the breach of any representation, warranty, covenant or agreement contained in this Agreement  relating to the presence of any Hazardous Material on any Unencumbered Property because of any event or condition occurring or existing on or before the Release Date; or
(d)    any violation on or before the Release Date, of any Environmental Requirement in connection with any Unencumbered Property in effect on or before the Release Date, regardless of whether any act, omission, event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or
(e)    any Environmental Claim, or the filing or imposition of any environmental Lien against any Unencumbered Property, because of, resulting from, in connection with, or arising out of any of the matters referred to in subparagraphs (a) through (d) preceding;
and regardless of whether any of the foregoing was caused by the Borrower, any other Loan Party or their respective tenant or subtenant, or a prior owner of an Unencumbered Property or its tenant or subtenant, or any third party including (i) injury or damage to any person, property or natural resource occurring on or off of an Unencumbered Property including the cost of demolition and rebuilding of any improvements on any Real Property; (ii) the investigation or remediation of any such Hazardous Material or violation of Environmental Requirement including the preparation of any feasibility studies or reports and the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring or similar work required by any Environmental Requirement or necessary to have full use and benefit of Unencumbered Properties as contemplated by the Loan Documents (including any of the same in connection with any foreclosure action or transfer in lieu thereof); (iii) all liability to pay or indemnify any Person or Governmental Authority for costs expended in connection with any of the foregoing; (iv) the investigation and defense of any claim, whether or not such claim is ultimately withdrawn or defeated; and (v) the settlement of any claim or judgment.  “Costs” as used in this definition shall also include any diminution in the value of the security afforded by the Unencumbered Property or any future reduction of the sales price of any Unencumbered Property by reason of any matter set forth in Section 7.12 or 8.12.
“Environmental Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
“Environmental Requirement” means any Environmental Law, agreement or restriction, as the same now exists or may be changed or amended or come into effect in the future, which pertains to any Hazardous Material or the environment including ground or air or water or noise pollution or contamination, and underground or aboveground tanks.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“Equity Issuance” means the issuance or sale by any Person of any of its Equity Interests or any capital contribution to such Person by the holders of its Equity Interests.
“ERISA” means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


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“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042(a)(1) or (2) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or notification that a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon  the Parent or any ERISA Affiliate.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Event of Default” has the meaning specified in Section 9.01.
“Excluded Party” shall mean any REIT, any parent company of or Person who Controls any REIT in each instance engaged primarily in owning and operating Real Property, and any other Person whom the Borrower has reasonably identified in writing to the Administrative Agent as a competitor or potential competitor of the Borrower.
“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Contract if, and to the extent that, all or a portion of the liability of such Loan Party for or the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Contract (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the Guarantee of such Loan Party or the grant of such Lien becomes effective with respect to such Swap Contract (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Loan Party, including under Section 27 of the Subsidiary Guaranty).  If a Swap Contract arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Contract that is attributable to swaps for which such Guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient  or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.
“Exclusion Event” has the meaning specified in Section 4.10.
“Exclusion Notice” has the meaning specified in Section 4.10.
 “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve 


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Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to BANA on such day on such transactions as determined by the Administrative Agent and (c) if the Federal Funds Rate should be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Fee Letter” means the letter agreement, dated June 28, 2017, among the Borrower, the Administrative Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
“FIRREA” means the Financial Institution Recovery, Reform and Enforcement Act of 1989, as amended.
“Fitch” means Fitch, Inc., and any successor thereto.
“Fixed Charge Ratio” means, as of any date of determination, the quotient (expressed as a percentage) of (a) Consolidated EBITDA, divided by (b) Consolidated Fixed Charges.
“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“Funds from Operations” means, for any Person for any period, the sum of (a) Consolidated Net Income plus (b) depreciation and amortization expense determined in accordance with GAAP excluding amortization expense attributable to capitalized debt costs; provided that there shall not be included in such calculation (i) any proceeds of any insurance policy other than rental or business interruption insurance received by such Person, (ii) any gain or loss which is classified as “extraordinary” in accordance with GAAP, (iii) any capital gains and taxes on capital gains, (iv) income (or loss) associated with third-party ownership of non-controlling Equity Interests, and (v) gains or losses on the sale of discontinued operations as detailed in the most-recent financial statements delivered pursuant to Section 7.01(a) or (b), as applicable.
“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable 


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amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.
“Guaranties” means the Parent Guaranty and the Subsidiary Guaranties, and “Guaranty” means any one of the Guaranties.
“Guarantors” means, collectively, the Parent and each Subsidiary Guarantor, and “Guarantor” means any one of the Guarantors.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants regulated pursuant to any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Immaterial Subsidiary” means any Subsidiary whose assets constitute less than one percent (1%) of Total Asset Value; provided that if at any time the aggregate Total Asset Value of the “Immaterial Subsidiaries” which are not Guarantors exceeds ten percent (10%) of Total Asset Value, then the Borrower shall designate certain “Immaterial Subsidiaries” as Guarantors such that the aggregate Total Asset Value of the “Immaterial Subsidiaries” which are not Guarantors does not exceed ten percent (10%) of Total Asset Value.
“Improvements” means any Subsidiary Guarantor’s interest in and to all on site improvements to the Unencumbered Properties, together with all fixtures, tenant improvements, and appurtenances now or later to be located on the Unencumbered Properties and/or in such improvements.
“Increase Effective Date” has the meaning specified in Section 2.06(b)(ii).
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c)    net obligations of such Person under any Swap Contract;
(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, either (i) not past due for more than one hundred and eighty (180) days or (ii) being contested in good faith by appropriate proceedings diligently conducted);
(e)    Capital Lease Obligations;
(f)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any ownership interest (excluding perpetual preferred ownership interests) in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus (without duplication and only to the extent required to be paid) accrued and unpaid dividends; 
(g)    all Guarantees of such Person in respect of any of the foregoing (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to non-recourse liability); and
(h)    all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but limited to the lesser of (i) the fair market value of the property subject to such lien and (ii) the aggregate amount of the obligations so secured.


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For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date; provided that, solely for purposes of calculating the financial covenants set forth in Sections 8.14(a), (b), (c) and (d), Indebtedness shall exclude the net obligations of the Parent on a consolidated basis under Swap Contracts entered into to hedge or mitigate any interest rate risk in respect of borrowed money for which the Parent, the Borrower or any Subsidiary has actual exposure.  The amount of any Capital Lease Obligations as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Indemnitees” has the meaning specified in Section 11.04(b).
“Information” has the meaning specified in Section 11.07.
“Initial Unencumbered Properties” means the Acceptable Properties listed on Schedule 4.01, and “Initial Unencumbered Property” means any one of the Initial Unencumbered Properties.
“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date applicable to such Loan; provided that if any Interest Period for a LIBOR Loan exceeds three (3) months, then the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan, the last Business Day of each March, June, September, and December and the Maturity Date applicable to such Loan.
“Interest Period” means as to each LIBOR Loan, the period commencing on the date such LIBOR Loan is disbursed or converted to or continued as a LIBOR Loan and ending on the date one (1), two (2), three (3) or six (6) months (if available to all Lenders) thereafter, as selected by the Borrower in its Loan Notice; provided that:
(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a LIBOR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(ii)    any Interest Period pertaining to a LIBOR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(iii)    no Interest Period for a subject Loan shall extend beyond the Maturity Date applicable to such Loan.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“IP Rights” has the meaning specified in Section 6.18.
“IRS” means the United States Internal Revenue Service.
“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, 


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and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“Lead Arrangers” means (a) Merrill Lynch, Pierce, Fenner & Smith Incorporated, together with any affiliates it deems appropriate to provide the services contemplated herein, in its capacity as sole bookrunner and joint lead arranger for the term loan facility evidenced by this Agreement, and (b) each of Capital One, National Association, PNC Capital Markets LLC, Royal Bank of Canada and Wells Fargo Securities, LLC, in its capacity as joint lead arranger for the term loan facility evidenced by this Agreement.
“Lease” means each existing or future lease, sublease (to the extent of any Subsidiary Guarantor’s rights thereunder), license, or other agreement (other than an Acceptable Ground Lease) under the terms of which any Person has or acquires any right to occupy or use any Property, or any part thereof, or interest therein, and each existing or future guaranty of payment or performance thereunder.
“Lender” has the meaning specified in the introductory paragraph hereto.
“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
“LIBOR” means:
(a) for any Interest Period with respect to a LIBOR Loan (including any Loan that bears interest by reference to the LIBOR Market Index Rate), the rate per annum equal to the London Interbank Offered Rate (the “LIBO Rate”) or a comparable or successor rate, which comparable or successor rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and
(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBO Rate, at or about 11:00 a.m., London time determined two (2) Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and
(c) if the LIBO Rate shall be less than zero, such rate shall be deemed zero for each LIBOR Loan that has not been identified by the Borrower in accordance with the terms of this Agreement as being subject to a Specified Swap Contract that provides a hedge against interest rate risk;
provided that, to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
“LIBOR Loan” means a Committed Loan that bears interest at a rate based on LIBOR.
“LIBOR Market Index Rate” means, with respect to any day, the rate of interest per annum determined by Administrative Agent equal to LIBOR based on Dollar deposits in minimum amounts of at least $5,000,000 for a period equal to one month (commencing on the date of determination of such interest rate) as published by Bloomberg (or any applicable successor page, or, if not available, another commercially available source providing such quotations as designated by Administrative Agent from time to time) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the date in question, or, if such date is not a Business Day, then the immediately preceding Business Day (rounded upward, if necessary, to the nearest whole 1/100 of 1%); provided that if the LIBOR Market Index Rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any Capital Lease having substantially the same economic effect as any of the foregoing).


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“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan.
“Loan Documents” means this Agreement, each Note, the Fee Letter, and the Guaranties.
“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBOR Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.
“Loan Parties” means, collectively, the Borrower and each Guarantor and “Loan Party” means any one of the Loan Parties.
“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
“Material Acquisition” means any acquisition (or series of related acquisitions) or investments (or series of related investments) permitted by this Agreement and consummated in accordance with the terms of this Agreement for which the aggregate consideration paid in respect of such acquisition or investment (including any Indebtedness assumed in connection therewith) exceeds 10% of Total Asset Value for the Current Reporting Quarter, without giving pro forma effect to such acquisition.
“Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the business, assets, operations, or financial condition of the Companies, taken as a whole; (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect, or enforceability against the Loan Parties, taken as a whole, of the Loan Documents to which they are parties.
“Material Environmental Event” means, with respect to any Unencumbered Property, (a) a violation of any Environmental Law with respect to such Unencumbered Property, or (b) the presence of any Hazardous Materials on, about, or under such Unencumbered Property that, under or pursuant to any Environmental Law, would require remediation, if in the case of either (a) or (b), such event or circumstance could reasonably be expected to have a Material Property Event.
“Material Property Event” means, with respect to any Unencumbered Property, the occurrence of any event or circumstance occurring or arising after the date of this Agreement that resulted in a (a) material adverse effect with respect to the financial condition or the operations of such Unencumbered Property, (b) material adverse effect on the value of such Unencumbered Property, or (c) material adverse effect on the ownership of such Unencumbered Property.
“Material Title Defects” means, with respect to any Unencumbered Property, defects, Liens (other than Liens for local real estate taxes and similar local governmental charges), and other encumbrances in the nature of easements, servitudes, restrictions, and rights-of-way that would customarily be deemed unacceptable title exceptions for a prudent lender (i.e., a prudent lender would reasonably determine that such exceptions, individually or in the aggregate, materially impair the value or operations of such Unencumbered Property, would prevent such Unencumbered Property from being used in the manner in which it is currently being used, or would result in a violation of any Law which would have a material and adverse effect on such Unencumbered Property); provided that Material Title Defects shall not include any Liens or other encumbrances (i) that existed as of the date of the title insurance policies issued in connection with the Prior Credit Agreement for the Initial Unencumbered Properties, (ii) that existed as of the date of this Agreement and that are listed on Schedule 8.01 or (iii) with respect to any Unencumbered Properties added following the date of this Agreement, Liens and other encumbrances similar in type and extent to those contemplated by clauses (i) and (ii) above.
“Material Subsidiary” means each Subsidiary of the Borrower other than a Non-Guarantor Subsidiary. 
“Maturity Date” means January 4, 2023; provided that if such date is not a Business Day, then the Maturity Date shall be the next preceding Business Day.
“Minimum Distributions” means (a) for the Parent for any fiscal year of the Parent, Restricted Payments in an amount not less than the aggregate amount of distributions required to be paid by the Parent in order for the Parent to qualify as a REIT, and (b) for the Borrower for any fiscal year of the Borrower, Restricted Payments in an amount not less than the aggregate amount of distributions required to be paid by the Borrower to the Parent in order for the Parent to qualify as a REIT.


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“Moody's” means Moody's Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Plan which has two (2) or more contributing sponsors (including the Parent or any ERISA Affiliate) at least two (2) of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Non-Guarantor Subsidiary” means any Subsidiary (whether direct or indirect) of the Borrower, other than any Subsidiary which owns an Unencumbered Property or any Subsidiary which owns any of the Equity Interests of any such Subsidiary, which (a) is (i) formed for or converted to the specific purpose of holding title to Real Property assets which are collateral for Indebtedness owing or to be owed by such Subsidiary, provided that such Indebtedness must be incurred or assumed within ninety (90) days, such ninety (90) day period to be extended for an additional sixty (60) days if the Borrower provides an executed term sheet or commitment letter for the financing of such Real Property to the Administrative Agent (or, in either instance, for such longer period as the Administrative Agent may agree in writing) of such formation or conversion or such Subsidiary shall cease to qualify as a Non Guarantor Subsidiary, and (ii) expressly prohibited in writing from guaranteeing Indebtedness of any other person or entity pursuant to (A) a provision in any document, instrument or agreement evidencing such Indebtedness of such Subsidiary or (B) a provision of such Subsidiary’s Organization Documents, in each case, which provision was included in such Organization Document or such other document, instrument or agreement at the request of the applicable third party creditor and as an express condition to the extension or assumption of such Indebtedness; provided that a Subsidiary meeting the requirements set forth in this clause (a) shall only remain a “Non-Guarantor Subsidiary” for so long as (1) each of the foregoing requirements set forth in this clause (a) are satisfied, (2) such Subsidiary does not guarantee any other Indebtedness, and (3) the Indebtedness with respect to which the restrictions noted in clause (a) (ii) are imposed remains outstanding; (b)(i) becomes a Subsidiary following the Closing Date, (ii) is not a Wholly Owned Subsidiary of the Borrower, and (iii) with respect to which the Borrower and its Affiliates, as applicable, do not have sufficient voting power to cause such Subsidiary to become a Guarantor hereunder; (c) is an Immaterial Subsidiary; (d) is a Subsidiary which has been released from its Obligations under a Subsidiary Guaranty pursuant to Section 2.17(b) below, or (e) is not a domestic Subsidiary.  For the avoidance of doubt, STAG Industrial Management, LLC, the Subsidiary that employs the Parent Guarantor’s employees, shall be deemed to be a Non-Guarantor Subsidiary.
“Non-Recourse Indebtedness” means, for any Person, any Indebtedness of such Person for the repayment of which neither the Parent or the Borrower has any personal liability (other than for Customary Recourse Exceptions) or, if such Person is the Parent or the Borrower, in which recourse of the applicable holder of such Indebtedness for non-payment is limited to such holder’s Liens on a particular asset or group of assets (other than for Customary Recourse Exceptions).  For the avoidance of doubt, if any Indebtedness is partially guaranteed by the Parent or the Borrower, then the portion of such Indebtedness that is not so guaranteed shall still be Non-Recourse Indebtedness if it otherwise satisfies the requirements in this definition.
“Note” means a promissory note made by the Borrower in favor of each Lender requesting the same evidencing Loans made by such Lender, substantially in the form of Exhibit B.
“Note Purchase Agreements” means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto and (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time. 
 “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; including, without limitation of the foregoing, all present and future indebtedness, liabilities, and obligations now or hereafter owed to the Administrative Agent, any Lender, or any Affiliate of the Administrative Agent or any Lender (including, for the avoidance of doubt, any Specified Derivatives Providers) arising from, by virtue of, or pursuant to any Swap Contract, other than any Excluded Swap Obligation, that relates solely to the Obligations.


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“Occupancy Rate” means, for any Property, the percentage of the rentable area of such Property occupied by bona fide tenants of such Property or leased by tenants pursuant to bona fide tenant Leases, in each case, which tenants are not more than 60 days past due in the payment of all rent or other similar payments due under such Leases and paying rent.
“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).
“Outstanding Amount” means with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.
“Parent” has the meaning specified in the introductory paragraph hereto.
“Parent Guaranty” means the Guaranty Agreement executed by the Parent in favor of the Administrative Agent, for the benefit of the Lenders and any Specified Derivatives Providers, in form and substance acceptable to the Administrative Agent.
“Parent Share” means a share of common stock, par value $0.01 per share, of the Parent.
“Participant” has the meaning specified in Section 11.06(d).
“Participant Register” has the meaning specified in Section 10.06(d).
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Act” means the Pension Protection Act of 2006.
“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Parent or any ERISA Affiliate or any such Plan to which the Parent or any ERISA Affiliate is required to contribute on behalf of any of its employees.


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“Platform” has the meaning specified in Section 7.02.
“Prior Credit Agreement” means that certain Credit Agreement dated as of April 20, 2011 among the Borrower, BANA, as agent, and a syndicate of lenders.
“Property” means any Real Property which is owned or ground leased, directly or indirectly, by any Company.
“Public Lender” has the meaning specified in Section 7.02.
“Qualified ECP Guarantor” means, in respect of any Swap Contract, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Contract or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


“Rating Condition” means the achievement by the Borrower of a Debt Rating.
“Real Property” of any Person means all of the right, title, and interest of such Person in and to land, improvements, and fixtures.
“Recipient” means the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.
“Recourse Indebtedness” means Indebtedness that is not Non-Recourse Indebtedness; provided that personal recourse for Customary Recourse Exceptions shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.
“Register” has the meaning specified in Section 11.06(c).
“REIT” means a “real estate investment trust” in accordance with Section 856 of the Code.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.
“Request for Credit Extension” means with respect to a Borrowing, conversion or continuation of Committed Loans, a Draw Request.
“Required Lenders” means, at any time, the Lenders having Commitments representing more than 50% of the Aggregate Commitments of all Lenders or, if the commitment of each Lender to make Loans has been terminated pursuant to Section 2.01(b) or 9.02, the Lenders holding in the aggregate more than fifty percent (50%) of the Total Outstandings.  The Commitment and Loans of any Defaulting Lender shall be disregarded in determining the Required Lenders at any time.  At all times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Required Lenders” shall in no event mean fewer than two Lenders.
“Required Notice” has the meaning supplied in Section 2.01(b). 
“Responsible Officer” means the chief executive officer, president, chief financial officer, chief operating officer, chief accounting officer, treasurer, assistant treasurer, or controller of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.  Each initial Responsible Officer is listed on Schedule RO.


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“Restricted Payment” means any dividend or other distribution (whether in cash, Equity Interests or other property) with respect to any capital stock or other Equity Interest of any Company or Subsidiary, or any payment (whether in cash, Equity Interests or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interests, or on account of any return of capital to such Company’s or Subsidiary’s stockholders, partners or members (or the equivalent Person thereof).
“Revolving Credit Agreement” means that certain Credit Agreement, dated as of December 18, 2014, among the Borrower, the Parent, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, as amended.
“S&P” means Standard & Poor's Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.
“Sanction(s)” means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Secured Indebtedness” means (without duplication), with respect to a Person as of any given date, the aggregate principal amount of all Indebtedness of such Person or its subsidiaries outstanding at such date and that is secured by a Lien, and including the Companies’ Share of all Indebtedness of Unconsolidated Affiliates that is secured by a Lien, but excluding for the avoidance of doubt, any net obligations under any Swap Contract that is secured by a Lien, all Unsecured Indebtedness and all Indebtedness hereunder, and provided further that the obligations under any revolving credit agreement (including the Revolving Credit Agreement or any amendment or replacement thereof) shall not constitute Secured Indebtedness due to the existence  of cash collateral security requirements in connection with customary defaulting lender provisions.
“Secured Leverage Ratio” means, as of any date of determination, the quotient (expressed as a percentage) of (a) Secured Indebtedness of Parent and its Subsidiaries, divided by (b) Total Asset Value.
“Secured Recourse Debt Ratio” means, as of any date of determination, the quotient (expressed as a percentage) of (a) Secured Indebtedness which is Recourse Indebtedness with respect to the Borrower, divided by (b) Total Asset Value.
“Share” means the Borrower’s and the Parent’s direct or indirect share of a Consolidated Subsidiary or an Unconsolidated Affiliate as reasonably determined by the Borrower based upon the Borrower’s and the Parent’s economic interest (whether direct or indirect) in such Consolidated Subsidiary or Unconsolidated Affiliate, as of the date of such determination.
“Specified Derivatives Provider” shall have the meaning provided in Section 9.03. 
“Specified Swap Contract” means any Swap Contract that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or transfer or otherwise, in each case with respect to the Loans, between the Borrower and a Specified Swap Contract Provider.
“Specified Swap Contract Provider” means any Lender, or Affiliate of a Lender, that is party to a Swap Contract at the time such Swap Contract is entered into.
“Subsequent Loan Advances” shall have the meaning provided in Section 2.01(b). 
“Subsequent Loans” shall have the meaning provided in Section 2.01(b). 
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body (other than Equity Interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.


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“Subsidiary Guarantors” means, as of any date, each domestic Subsidiary which owns an Unencumbered Property, all domestic Subsidiaries of the Borrower owning a direct or indirect interest in an Unencumbered Property, each other domestic Material Subsidiary, and the general partner of each Subsidiary Guarantor that is a limited partnership and “Subsidiary Guarantor” means any one of the Subsidiary Guarantors; provided, however, that (a) STAG Industrial Management, LLC and (b) STAG Industrial TRS, LLC and its Subsidiaries shall in no event be deemed or required to be a Subsidiary Guarantor.
“Subsidiary Guaranty” means the Guaranty Agreement executed by each Subsidiary Guarantor in favor of the Administrative Agent, for the benefit of the Lenders and any Specified Derivatives Providers, in form and substance acceptable to the Administrative Agent.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, and (c) any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“Tangible Net Worth” means, as of any date, (a) Total Asset Value minus (b) the sum of (i) Consolidated Total Debt and (ii) to the extent included in the calculation of Total Asset Value, goodwill and other intangible assets (other than deferred leasing intangibles).
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Threshold Amount” means (a) $40,000,000 with respect to Recourse Indebtedness, (b) $75,000,000 with respect to all Non-Recourse Indebtedness, and (c) $40,000,000 with respect to all other amounts.
“Total Asset Value” means, for the Companies, on a consolidated basis, as on any date, the sum of (a) an amount equal to (i) aggregate Adjusted NOI with respect to all Properties (without duplication from the assets in clauses (b) through (g) below) for the Current Reporting Quarter, annualized divided by (ii) the Capitalization Rate, plus (b) 75% of the Book Value of any Dark Property (provided that no Dark Property shall be included in the calculation of Total Asset Value for a period greater than 12 months), plus (c) the acquisition cost of Construction in Progress and the costs of improvements thereon and renovations thereof, plus (d) cash and cash equivalents (including restricted cash) on such date, plus (e) the Companies’ Share of the foregoing items and components attributable to Unconsolidated Affiliates, plus (f) an amount equal to the book value (adjusted in accordance with GAAP to reflect any default or other impairment of such loan) of mortgage loans, construction loans, capital improvement loans, and other loans, in each case owned by a Company, plus (g) fifty percent (50%) of the book value of any undeveloped land.  
Notwithstanding the foregoing, for purposes of determining Total Asset Value, to the extent the amount of Total Asset Value attributable to (a) the amount under clause (b) above would exceed 10% of Total Asset Value, such excess shall be excluded, (b) the amount under clause (c) and (g) above would exceed 15% of Total Asset Value, such excess shall be excluded, (c) the amount under clause (e) above would exceed 30% of Total Asset Value, such excess shall be excluded, (d) 


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the amount under clause (f) above would exceed 15% of Total Asset Value, such excess shall be excluded, and (e) the amount under clauses (b), (c), (e), (f) and (g) above would exceed 30% of Total Asset Value, such excess shall be excluded.
“Total Funded Debt” means, as of any date, Consolidated Total Debt excluding intercompany Indebtedness, deferred income taxes, security deposits, accounts payable and accrued liabilities, and any prepaid rents, in each case determined in accordance with GAAP.
“Total Outstandings” means as of any date of determination, the aggregate Outstanding Amount of all Loans.
“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a LIBOR Loan.
“Unconsolidated Affiliate” means any Person in which a Company has an Equity Interest and whose financial results would not be consolidated under GAAP with the financial results of the Parent on the consolidated financial statements of the Parent.
“United States” and “U.S.” mean the United States of America.
“Unencumbered Adjusted NOI” means, for any period, the aggregate Adjusted NOI of all Unencumbered Properties excluding any Dark Property for such period.
“Unencumbered Asset Value” means without duplication, the sum of for each Unencumbered Property owned or ground leased for the Current Reporting Quarter, (i) an amount equal to (x) the Unencumbered Adjusted NOI attributable to such Unencumbered Property for such Current Reporting Quarter, annualized, divided by (ii) the Capitalization Rate.
“Unencumbered Leverage Ratio” means, as of any date of determination, the quotient (expressed as a percentage) of (a) Unsecured Indebtedness of Parent and its Subsidiaries, divided by (b) Unencumbered Asset Value.
“Unencumbered Properties” means each Acceptable Property that either (a) is an Initial Unencumbered Property or (b) becomes an Unencumbered Property pursuant to Section 4.03, and “Unencumbered Property” means any one of the Unencumbered Properties.
“Unsecured Indebtedness” means Indebtedness which is not Secured Indebtedness.  Notwithstanding the foregoing, all Indebtedness which is secured by a pledge of equity interests only and is recourse to the Borrower or the Parent shall be deemed to be Unsecured Indebtedness.
“Unsecured Interest Coverage Ratio” means, as of any date of determination, the quotient (expressed as a percentage) of (a) Unencumbered Adjusted NOI to (b) Unsecured Interest Expense.
“Unsecured Interest Expense” means, with respect to any period, Consolidated Interest Expense of the Parent and its Subsidiaries for such period attributable to Unsecured Indebtedness of the Parent and its Subsidiaries.
“Unused Fee” has the meaning provided in Section 2.09(c). 
“Unused Rate” means 0.15%. 
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
1.02    Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase 


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“without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, accounts and contract rights.
(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
1.03    Accounting Terms.
(a)    Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements except as otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.
(b)    Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
(c)    Consolidation of Variable Interest Entities.  All references herein to consolidated financial statements of the Companies or to the determination of any amount for the Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Parent is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein, provided further that for all purposes in calculating consolidated covenants hereunder the Parent shall be deemed to own one hundred percent (100%) of the equity interests in the Borrower.
1.04    Rounding.  Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


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1.05    Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.06    Rates.  The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect to any comparable or successor rate thereto.
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01    Committed Loans.  Each Lender severally agrees to make a Committed Loan to the Borrower from time to time, on any Business Day, subject to the terms and conditions set forth herein and the limitations set forth in Section 2.01(c): 
(a)    Committed Loans.  Each Lender severally agrees to make a loan (each such loan, a “Committed Loan”) in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment.  
(b)    Loans.  Subject to the Borrower’s compliance with the terms and conditions set forth in Section 2.01(c), each Lender severally agrees to make its portion of advances of the Loan (the “Subsequent Loans”) up to a maximum of six (6) advances, in minimum amounts of $25,000,000 each, or, if less, the remaining unfunded amount of the Aggregate Commitments (the “Subsequent Loan Advances”), to the Borrower in aggregate amounts not to exceed each Lender’s unadvanced Commitment.  Once advanced, each Subsequent Loan shall be aggregated with all prior Subsequent Loans and all such term loans shall be referred to as Committed Loans.  Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Parent and the Borrower may elect to borrow the Subsequent Loan; subject to the Borrower’s delivery to the Administrative Agent of notice of such requested Subsequent Loan Advance, each of which notice must be delivered not later than July 27, 2018 in order to be effective (each such notice, a “Required Notice”).  In the event that a Required Notice(s) is/are not received by the Administrative Agent on or prior to July 27, 2018 such that the initial Aggregate Commitments have not been fully funded by July 27, 2018, the Commitment of the Lenders to advance the Subsequent Loans shall be deemed cancelled.
(c)    Committed Loan Limitations.  Notwithstanding the provisions of Sections 2.01(a) and (b), after giving effect to any Committed Borrowing,  (i) the Total Outstandings shall not exceed the Aggregate Commitments, as in effect on the Closing Date, and (ii) the aggregate Loans advanced by any Lender shall not exceed such Lender’s Commitment, as in effect on the Closing Date.  With respect to Committed Loans, within the limits of each Lender’s Commitment and the Aggregate Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, and prepay under Section 2.05. Amounts repaid on the Committed Loans may not be reborrowed.  Committed Loans may be Base Rate Loans or LIBOR Loans, as further provided herein.
2.02    Borrowings, Conversions and Continuations of Committed Loans.
(a)    Each Committed Borrowing (including each request for a Subsequent Loan), each conversion of Committed Loans from one Type to the other, and each continuation of LIBOR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR Loans or of any conversion of LIBOR Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written  Draw Request, appropriately completed and signed by a Responsible Officer of the Borrower.  Each Borrowing of, conversion to or continuation of LIBOR Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof.  Each conversion to Base Rate Committed Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof.  Each Draw Request (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of LIBOR Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Committed Loan 


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in a Draw Request or if the Borrower fails to give a timely notice requesting a conversion or continuation, then (I) so long as no Event of Default exists, the applicable Committed Loans shall be made as, or continued to, a LIBOR Loan of the same Type and with an Interest Period of one (1) month and (II) if an Event of Default exists, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans.  If the Borrower requests a Committed Borrowing of, conversion to, or continuation of LIBOR Loans in any such Draw Request, but fails to specify an Interest Period, then it will be deemed to have specified an Interest Period of one (1) month.
(b)    Following receipt of a Draw Request, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation or conversion to Base Rate Loans described in the preceding subsection.  In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon on the Business Day specified in the applicable Draw Request.  Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower by 3:00 p.m. in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of BANA with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.
(c)    Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan.  During the existence of an Event of Default, no Loans may be requested as, converted to or continued as LIBOR Loans without the consent of the Required Lenders.
(d)    The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in BANA’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e)    After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to Committed Loans.
2.03    Reserved.
2.04    Voluntary Reduction of Commitments.
The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days (or such shorter period agreed to by the Administrative Agent in writing) prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof.
2.05    Prepayments.  
The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount 


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specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.
2.06    Incremental Term Loans.  
(a)    Reserved.    
(b)    Incremental Term Loans.
(i)    Election.  Provided there exists no Default, and provided that no Subsequent Loans remain available to be advanced to the Borrower pursuant to Section 2.01(b), upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Parent and the Borrower may from time to time, elect to enter into one or more tranches of term loans (“Additional Term Loans”) in an aggregate amount not exceeding $100,000,000 either by designating another bank or financial institution not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld) and/or by agreeing with an existing Lender or Lenders, in such Lender or Lenders’ absolute discretion, that such Lender shall make Additional Term Loans; provided that (i) any such election for Additional Term Loans shall be in a minimum amount of $10,000,000, and (ii) the Parent and the Borrower may make a maximum of three (3) such requests.  Upon execution and delivery by the Borrower and such Lender or other bank or financial institution of an instrument in form and substance reasonably satisfactory to the Administrative Agent to effect such Additional Term Loans, including, as required, a new or amended Note, such existing Lender shall have a Commitment as therein set forth or such bank or financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder.
(ii)    Effective Date.  If Additional Term Loans are made in accordance with this Section 2.06(b), then the Administrative Agent, the Parent, and the Borrower shall determine the effective date (the “Increase Effective Date”) that such Additional Term Loans shall be made.  The Administrative Agent shall promptly notify the Parent, the Borrower, and the Lenders of the Increase Effective Date.
(iii)    Conditions to Effectiveness of Additional Term Loans.  
(1)    As a condition precedent to such Additional Term Loans, the Parent and the Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Parent or the Borrower (on behalf of each Loan Party) (i) certifying and attaching the resolutions adopted by such Parent and the Borrower (on behalf of each Loan Party) approving or consenting to such Additional Term Loans, and (ii) certifying that, before and after giving effect to such Additional Term Loans, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.06, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b), and (B) no Default exists.
(2)    The Borrower shall execute and provide new Notes to such Lenders as may request herewith.
(iv)    Conflicting Provisions.  This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
(c)    General.  The Administrative Agent will promptly notify the Lenders of any notice of Additional Term Loans.  Each Additional Term Loan shall be a Committed Loan hereunder.  


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2.07    Repayment of Loans.  The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date.
2.08    Interest.
(a)    Subject to the provisions of subsection (b) below, (i) each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to LIBOR for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.
(b)     
(i)    If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(ii)    If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iii)    Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iv)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c)    Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.09    Fees.  
(a)    The Borrower shall pay to the Lead Arrangers and the Administrative Agent, for their own respective accounts, fees in the amounts and at the times specified in the Fee Letter (without duplication of fees otherwise referenced herein).  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(b)    The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(c)    Unused Fees.  The Borrower shall, beginning ninety (90) days after the Closing Date, for each day until the earliest of (i) the date that initial Aggregate Commitments of $150,000,000 have been fully advanced,  (ii) July 27, 2018 and (iii) the date the Aggregate Commitments have been reduced to zero pursuant to Section 2.04, pay to the Administrative Agent for the account of each Lender (in accordance with its Applicable Percentage), an unused fee (the “Unused Fee”) at a rate per annum equal to the Unused Rate times the actual daily amount of the unadvanced Aggregate Commitments.  The Unused Fee shall be due and payable monthly in arrears on the 10th Business Day after the end of each calendar month, commencing with the first such date to occur after the Closing Date, and ending on the earlier of the dates set forth above.  The Unused Fee shall be calculated monthly in arrears based on the applicable daily Unused Rate during each day of such month.


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2.10    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a)    All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to LIBOR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b)    If, as a result of any restatement of or other adjustment to the financial statements of the Parent or for any other reason, then the Parent, the Borrower, the Administrative Agent, or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Parent and the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, then the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, within three (3) Business Days after demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of the Administrative Agent or any Lender, under Section 2.08(b) or under Article IX.  
2.11    Evidence of Debt.
(a)    The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each such Note shall be in the form of Exhibit B (a “Note”).  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
2.12    Payments Generally; The Administrative Agent’s Clawback.
(a)    General.  All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 1:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  If and to the extent the Administrative Agent shall not make such payments to a Lender when due as set forth in the preceding sentence, then such unpaid amounts shall accrue interest, payable by the Administrative Agent, at the Federal Funds Rate from the due date until (but not including) the date on which the Administrative Agent makes such payments to such Lender.  All payments received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


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(b)    Clawback.
(i)    Funding by the Lenders; Presumption by the Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of LIBOR Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, then the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(ii)    Payments by the Borrower; Presumptions by the Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation , within one (1) Business Day.  If and to the extent the Administrative Agent shall not return such funds to a Lender when due as set forth in the preceding sentence, then such unpaid amounts shall accrue interest, payable by the Administrative Agent, at the Federal Funds Rate from the due date until (but not including) the date on which the Administrative Agent returns such funds to such Lender.
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c)    Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, then the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d)    Obligations of the Lenders Several.  The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section11.04(d) are several and not joint.  The failure of any Lender to make any Committed Loan or to make any payment under Section 11.04(d) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan or to make its payment under Section 11.04(d).


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(e)    Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f)    Funds Transfer.  The Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made.  The Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization, (ii) require use of a bank unacceptable to the Administrative Agent or any Lender, in its reasonable discretion, or prohibited by any Governmental Authority, (iii) cause the Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline or (iv) otherwise cause the Administrative Agent or any Lender to violate any applicable Law or regulation.  The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Borrower Remittance Instructions.
2.13    Sharing of Payments by the Lenders.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b)  make such adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that the provisions of this Section shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).  Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
2.14    Reserved.
2.15    Reserved.
2.16    Defaulting Lenders.
(a)    Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i)    Waivers and Amendments.  That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and in Section 11.01.
(ii)    Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in an interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained 


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by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans and funded hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)    Certain Fees.  No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.09 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender pursuant to Section 2.09 for any period during which that Lender is a Defaulting Lender), and the Borrower shall not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender.    
(b)    Defaulting Lender Cure.  If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
2.17    Guaranties.  Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations.  Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.
(a)    Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent.
(b)    The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter 


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period as may be acceptable to the Administrative Agent) prior to the requested date of release.  Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01    Taxes.  
(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.  
(i)    Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.
(ii)    If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(iii)    If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b)    Payment of Other Taxes by the Borrower.  Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(c)    Tax Indemnifications.   (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.  Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any 


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amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. 
(ii)    Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).  
(d)    Evidence of Payments.  Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.
(e)    Status of the Lenders; Tax Documentation. 
(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 
(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:


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(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)    executed originals of IRS Form W-8ECI;
(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(4)    to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;
(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii)    Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.  Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not 


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be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(f)    Treatment of Certain Refunds.  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender.  If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection, the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.
(g)    Survival.  Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction and discharge of all other Obligations.
3.02    Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Committed Loans to LIBOR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal  for such Lender to determine or charge interest rates based upon LIBOR.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
3.03    Inability to Determine Rates.  If the Required Lenders determine that for any reason in connection with any request for a LIBOR Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan or in connection with an existing or proposed Base Rate Loan, or (c)  LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, and (y) in the event of 


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a determination described in the preceding sentence with respect to the LIBOR component of the Base Rate, the utilization of the LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.
3.04    Increased Costs; Reserves on LIBOR Loans.
(a)    Increased Costs Generally.  If any Change in Law shall:
(i)    impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar assessment or requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Administrative Agent or any Lender (except any reserve requirement contemplated by Section 3.04(e));
(ii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii)    impose on the Administrative Agent or any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to the Administrative Agent or such Lender, as applicable, of making, converting, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), then the Borrower will pay to the Administrative Agent or such Lender, as applicable, such additional amount or amounts as will compensate the Administrative Agent or such Lender, as applicable, for such additional costs incurred or reduction suffered.
(b)    Capital Requirements.  If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
(c)    Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.
(d)    Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-(9-)month period referred to above shall be extended to include the period of retroactive effect thereof).
(e)    Reserves on LIBOR Loans.  The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each LIBOR Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each 


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date on which interest is payable on such Loan, provided that  the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender.  If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.
3.05    Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a)    any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)    any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or
(c)    any assignment of a LIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;
excluding any loss of anticipated profits and including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBOR Loan made by it at LIBOR for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Loan was in fact so funded.
3.06    Mitigation Obligations; Replacement of the Lenders.
(a)    Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)    Replacement of the Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13.
3.07    Survival.  All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.
ARTICLE IV.
UNENCUMBERED PROPERTIES
4.01    Initial Unencumbered Properties.  As of the Closing Date, the Initial Unencumbered Properties shall consist of the Properties set forth on Schedule 4.01.


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4.02    Reserved.
4.03    Notices of Qualification as an Unencumbered Property.  The Borrower shall provide the Administrative Agent with a written notice of an Acceptable Property to be deemed an Unencumbered Property.  
4.04    Eligibility.  In order for an Acceptable Property to be eligible for inclusion as an Unencumbered Property, such Acceptable Property shall satisfy the following requirements unless otherwise approved by the Required Lenders: 
(a)    no Material Title Defect with respect to such Acceptable Property shall exist;
(b)    such Acceptable Property shall have reasonable access to public utilities; and
(c)    such Acceptable Property shall not have any material defects.
4.05    Reserved.
4.06    Guaranty.  An Acceptable Property shall not be deemed an Unencumbered Property until the applicable Subsidiary Guarantor shall have executed and delivered (or caused to be executed and delivered) to the Administrative Agent, for the benefit of the Lenders and any Specified Derivatives Providers, the Subsidiary Guaranty.
4.07    Admission of New Unencumbered Properties.  If, after the date of this Agreement, the Borrower has submitted to the Administrative Agent the notice contemplated by Section 4.03, then such Acceptable Property shall be deemed to be an Unencumbered Property.
4.08    Reserved.
4.09    Reserved.
4.10    Exclusion Events.  Each of the following events shall be an “Exclusion Event” with respect to an Unencumbered Property:
(a)    such Unencumbered Property suffers a Material Environmental Event or a Material Title Defect after the date of this Agreement which the Administrative Agent determines, acting reasonably and in good faith, materially impairs the Unencumbered Asset Value or marketability of such Unencumbered Property;
(b)    the Administrative Agent determines that such Unencumbered Property has suffered a Material Property Event after the date such Property was deemed an Unencumbered Property (or in the case of an uninsured Casualty, in respect of such Unencumbered Property, is reasonably likely to become a Material Property Event) which the Administrative Agent determines, acting reasonably and in good faith, materially impairs the Unencumbered Asset Value or marketability of such Unencumbered Property;
(c)    a Lien for the performance of work or the supply of materials which is established against such Unencumbered Property, or any stop notice served on the owner of such Unencumbered Property, the Administrative Agent or a Lender, remains unsatisfied or unbonded for a period of thirty (30) days after the date of filing or service and such Lien has priority over any Loan previously or thereafter made under this Agreement; 
(d)    (i) any default by any Subsidiary Guarantor, as tenant under any applicable Acceptable Ground Lease, in the observance or performance of any material term, covenant, or condition of any applicable Acceptable Ground Lease on the part of such Subsidiary Guarantor to be observed or performed and said default is not cured following the expiration of any applicable grace and notice periods therein provided, or (ii)  the leasehold estate created by any applicable Acceptable Ground Lease shall be surrendered or (iii)  any applicable Acceptable Ground Lease shall cease to be in full force and effect or (iv) any applicable Acceptable Ground Lease shall be terminated or canceled for any reason or under any circumstances whatsoever, or any of the material terms, covenants or conditions of any applicable Acceptable Ground Lease shall be modified, changed, supplemented, altered, or amended in any manner not otherwise permitted hereunder without the consent of the Administrative Agent; and


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(e)    the Borrower shall cease to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of any Subsidiary Guarantor that owns an Unencumbered Property free and clear of any Liens (other than Liens in favor of the Administrative Agent).
After the occurrence of any Exclusion Event, the Administrative Agent, at the direction of the Required Lenders in their sole discretion, shall have the right at any time and from time to time to notify the Borrower (the “Exclusion Notice”) that, effective ten (10) Business Days after the giving of such notice and for so long as such Exclusion Event exists, such Property shall no longer be considered an Unencumbered Property. 
If the Administrative Agent delivers an Exclusion Notice and such Exclusion Event no longer exists, then the Borrower may give the Administrative Agent written notice thereof (together with reasonably detailed evidence of the cure of such condition) and such Unencumbered Property shall be considered an Unencumbered Property as long as such Unencumbered Property meets all the requirements to be deemed an Unencumbered Property set forth in this Article IV.  Any Property that is excluded from the Unencumbered Properties pursuant to this Section 4.10 may subsequently be reinstated as an Unencumbered Property, even if an Exclusion Event exists, upon such terms and conditions as the Required Lenders may approve.
Upon the occurrence of an Default under Section 8.11(a), the Borrower shall have the right to elect, upon written notice to the Administrative Agent, that the Lenders designate one or more Unencumbered Properties to be excluded as Unencumbered Properties in order to effect compliance with Section 8.11(a), with the Borrower thereafter having the right to elect to have any such Unencumbered Property thereafter deemed an Unencumbered Property, provided no Exclusion Event shall exist at such time with respect to such Unencumbered Property.
ARTICLE V.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
5.01    Conditions of Initial Credit Extension.  The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a)    The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i)    executed counterparts of this Agreement and the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;
(ii)    a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii)    copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv)    such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require (including, but not limited to, the Borrower’s Instruction Certificate substantially in the form of Exhibit I hereto)  evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(v)    such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;


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(vi)    a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request; 
(vii)    a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(viii)    a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix)    a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x)    evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; 
(xi)    completed Borrower Remittance Instructions effective as of the Agreement Date; and
(xii)    such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b)    Any fees required to be paid on or before the Closing Date shall have been paid.
(c)    Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
5.02    Conditions to all Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension (other than a Draw Request requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) is subject to the following conditions precedent:
(a)    The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b).
(b)    No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c)    The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.


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(d)    After giving effect to such proposed Credit Extension, the Borrower shall be in compliance with Section 2.01(c). 
Each Request for Credit Extension (other than a Draw Request requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), and (d) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES
Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:
6.01    Existence, Qualification and Power; Compliance with Laws.  The Parent, the Borrower and each Subsidiary Guarantor (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties, execute, deliver, and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c) to the extent that failure to do so would not have a Material Adverse Effect.
6.02    Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.
6.03    Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document except for those that have been obtained, taken or made, as the case may be, and those specified herein.
6.04    Binding Effect.  This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or general equitable principles relating to or limiting creditors’ rights generally.
6.05    Financial Statements; No Material Adverse Effect.
(a)    The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Parent as of the date thereof and their results of operations for each period covered thereby in accordance with GAAP consistently applied throughout the each period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness required by GAAP to be reflected therein. 
(b)    The most recent unaudited consolidated balance sheet of the Parent delivered pursuant to Section 7.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Parent as of the date thereof and its results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.  


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(c)    From and after the date of the Audited Financial Statements, and thereafter, from and after the date of the most recent financial statements delivered pursuant to Section 7.01(a) or 7.01(b), there has been no event or circumstance, either individually or in the aggregate, that has had or would have a Material Adverse Effect.
6.06    Litigation.  There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Company, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Company or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 6.06, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Company, of the matters described on Schedule 6.06, which change could reasonably be expected to have a Material Adverse Effect.
6.07    No Default.  No Company is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
6.08    Ownership of Property; Liens; Equity Interests.  Each Subsidiary Guarantor has good record and marketable title in fee simple to, or valid leasehold interests in, all Unencumbered Properties necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each applicable Subsidiary Guarantor has good record and marketable fee simple title (or, in the case of Acceptable Ground Leases, a valid leasehold) to the Unencumbered Property owned by such Subsidiary Guarantor, subject only to Liens permitted by Section 8.01.  All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the applicable holders free and clear of all Liens (other than Liens permitted by Section 8.01).  
6.09    Environmental Compliance. 
(a)    The Companies conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Parent and the Borrower have reasonably concluded that, except as specifically disclosed in Schedule 6.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b)    After due inquiry in accordance with good commercial or customary practices to determine whether Contamination is present on any Property, without regard to whether the Administrative Agent or any Lender has or hereafter obtains any knowledge or report of the environmental condition of such Property, except as may be indicated in environmental reports delivered to the Administrative Agent and except to the extent the same could not reasonably be expected to have a Material Adverse Effect: (i) such Property has not been used (A) for landfilling, dumping, or other waste or Hazardous Material disposal activities or operations, or (B) for generation, storage, use, sale, treatment, processing, or recycling of any Hazardous Material, or for any other use that has resulted in Contamination, and in each case, to each Company’s knowledge, no such use on any adjacent property occurred at any time prior to the date hereof; (ii) there is no Hazardous Material, storage tank (or similar vessel) whether underground or otherwise, sump or well currently on any Property; (iii) no Company has received any notice of, or has knowledge of, any Environmental Claim or any completed, pending, proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Material on any Property or any adjacent property or concerning whether any condition, use or activity on any Property or any adjacent property is in violation of any Environmental Requirement; (iv) the present conditions, uses, and activities on each Property do not violate any Environmental Requirement and the use of any Property which any Company (and each tenant and subtenant) makes and intends to make of any Property complies and will comply with all applicable Environmental Requirements; (v) no Property appears on the National Priorities List, any federal or state “superfund” or “superlien” list, or any other list or database of properties maintained by any local, state, or federal agency or department showing properties which are known to contain or which are suspected of containing a Hazardous Material; (vi) no Company has ever applied for and been denied environmental impairment liability insurance coverage relating to any Property; (vii) no Company has, nor, to any Company’s knowledge, have any tenants or subtenants, obtained any permit or authorization to construct, occupy, operate, use, or conduct any activity on any Property by reason of any Environmental Requirement; and (viii) to any Company’s knowledge, there are no underground or aboveground storage tanks on such Property.


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6.10    Insurance.  The properties of the Loan Parties are insured with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties operate.
6.11    Taxes.  The Companies have filed all material Federal, state and other tax returns and reports required to be filed, and have paid all material Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or which would not result in a Material Adverse Effect.  There is no proposed tax assessment against any Company that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.
6.12    ERISA Compliance.
(a)    Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws.  Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service.  To the best knowledge of the Parent and the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.  The Parent and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.
(b)    There are no pending or, to the best knowledge of the Parent and the Borrower, threatened claims, actions or  lawsuits, or action by any Governmental Authority, with respect to any Plan that would have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would  have a Material Adverse Effect.
(c)    (i) No ERISA Event has occurred, and neither the Parent nor any ERISA Affiliate is aware of any fact, event or circumstance that would constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Parent and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most-recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Parent nor any ERISA Affiliate knows of any facts or circumstances that would cause the funding target attainment percentage for any such plan to drop below 60% as of the most-recent valuation date; (iv) neither the Parent nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would  cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, in each case, that would result in a liability, individually, or in the aggregate, in excess of the Threshold Amount.
6.13    Subsidiaries; Equity Interests.  As of the Closing Date, the Parent and the Borrower have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 6.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Company in the amounts specified on Part (a) of Schedule 6.13 free and clear of all Liens.  As of the Closing Date, neither the Parent nor the Borrower has any direct or indirect Equity Interests in any other Person other than those specifically disclosed in Part (b) of Schedule 6.13.  All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the applicable holders in the amounts specified on Part (c) of Schedule 6.13 free and clear of all Liens.
6.14    Margin Regulations; Investment Company Act.
(a)    Neither the Parent nor the Borrower is engaged and will not engage, principally or as one of their important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.


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(b)    None of the Parent, the Borrower, any Person Controlling the Borrower, or any other Company is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
6.15    Disclosure.  The Parent and the Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any Company is subject, and all other matters known to them, that, individually or in the aggregate, would have a Material Adverse Effect.  The reports, financial statements, certificates or other information furnished (whether in writing or orally) by or on behalf of any Company to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), taken as a whole, do not contain any material misstatement of fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that (a) with respect to projected financial information, the Parent and the Borrower represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made, and (b) with respect to any lease abstracts provided by the Borrower, to the best of the Borrower’s knowledge, same will not contain any material misstatement of fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
6.16    Compliance with Laws.  Each Company is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would have a Material Adverse Effect.
6.17    Taxpayer Identification Number.  As of the date hereof, each Loan Party’s true and correct U.S. taxpayer identification number is set forth on Schedule 11.02.
6.18    Intellectual Property; Licenses, Etc.  Each Loan Party owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person except, in each case, where the failure to do so would have a Material Adverse Effect.  To the best knowledge of each Loan Party, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party infringes upon any rights held by any other Person except where such infringement would not have a Material Adverse Effect.  Except as specifically disclosed in Schedule 6.18, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Loan Party, threatened, which, either individually or in the aggregate, would have a Material Adverse Effect.
6.19    Reserved. 
6.20    Solvency.  No Loan Party (a) has entered into the transaction or executed this Agreement or any other Loan Document with the actual intent to hinder, delay or defraud any creditor and (b) has not received reasonably equivalent value in exchange for its obligations under the Loan Documents.  After giving effect to any Loan, the fair saleable value of the Loan Parties’ assets, taken as a whole, exceeds and will, immediately following the making of any such Loan, exceed the Loan Parties’ total liabilities, including subordinated, unliquidated, disputed and contingent liabilities.  The Loan Parties’ assets, taken as a whole, do not constitute unreasonably small capital to carry out their business as conducted or as proposed to be conducted, nor will their assets constitute unreasonably small capital immediately following the making of any Loan.  The Loan Parties do not intend to incur debt and liabilities (including contingent liabilities and other commitments) beyond their ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by the Loan Parties and the amounts to be payable on or in respect of obligations of the Loan Parties).  No petition under any Debtor Relief Laws has been filed against any Loan Party in the last seven (7) years, and neither the Borrower nor any other Loan Party in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors.  No Loan Party is contemplating either the filing of a petition by it under any Debtor Relief Laws or the liquidation of all or a major portion of its assets or property (except for dispositions permitted hereunder), and no Loan Party has knowledge of any Person contemplating the filing of any such petition against it or any other Loan Party.
6.21    REIT Status of the Parent.  The Parent qualified as a REIT commencing with its taxable year ending December 31, 2013 and will remain qualified in each taxable year thereafter.


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6.22    Labor Matters.  There is (a) no significant unfair labor practice complaint pending against any Company or, to the best of each Company’s knowledge, threatened against any Company, before the National Labor Relations Board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending on the date hereof against any Company or, to best of any Company’s knowledge, threatened against any Company which, in either case, would result in a Material Adverse Effect, and (b) no significant strike, labor dispute, slowdown or stoppage is pending against any Company or, to the best of any Company’s knowledge, threatened against any Company which would result in a Material Adverse Effect.
6.23    Ground Lease Representation.  
(a)    The applicable Subsidiary Guarantor has delivered to the Administrative Agent true and correct copies of each Acceptable Ground Lease to the extent requested by the Administrative Agent.
(b)    Each Acceptable Ground Lease is in full force and effect.
6.24    Unencumbered Properties.  To the Borrower’s knowledge and except where the failure of any of the following to be true and correct would not have a Material Adverse Effect:
(a)    Each Unencumbered Property complies with all Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property.  No Loan Party has received any notice or claim from any Person that an Unencumbered Property, or any use, activity, operation, or maintenance thereof or thereon, is not in compliance with any Law, and has no knowledge of any such noncompliance except as disclosed in writing to the Administrative Agent;
(b)    The Loan Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to an Unencumbered Property, including those arising under any zoning or property use ordinance or other Laws;
(c)    All utility services necessary for the use of each Unencumbered Property and the operation thereof for their intended purpose are available at each Unencumbered Property;
(d)    The current use of each Unencumbered Property complies in all material respects with all applicable zoning ordinances, regulations, and restrictive covenants affecting such Unencumbered Property, all use restrictions of any Governmental Authority having jurisdiction have been satisfied; and
(e)    No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or material adverse zoning proceeding for which the Administrative Agent has not been notified in accordance with Section 7.03(f).
6.25    OFAC.   No Loan Party, nor, to the knowledge of any Loan Party, any Related Party, (i) is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction.  No Loan, nor the proceeds from any Loan, has been used, directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, the Lead Arrangers or the Administrative Agent) of Sanctions.  Each Loan Party, their respective officers and, to the knowledge of the Parent and the Borrower, its respective directors, employees and agents and any Related Party, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. No Credit Extension, use of the proceeds of any Credit Extension, or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions.  Neither the making of the Credit Extensions hereunder nor the use of the proceeds thereof will violate the Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. Each Loan Party is in compliance in all material respects with the Patriot Act.
6.26    EEA Financial Institutions.  No Loan Party is an EEA Financial Institution.  


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ARTICLE VII.
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (excluding contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:
7.01    Financial Statements.  Each of the Parent and the Borrower shall deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:
(a)    as soon as available, but in any event within one hundred five (105) days after the end of each fiscal year of the Parent (or, if earlier, fifteen (15) days after the date required to be filed with the SEC without giving effect to any extension permitted by the SEC) (commencing with the fiscal year ending December 31, 2017), a consolidated balance sheet of the Parent as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and 
(b)    as soon as available, but in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent (or, if earlier, five (5) days after the date required to be filed with the SEC) (commencing with the fiscal quarter ended June 30, 2017), a consolidated balance sheet of the Parent, the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes
As to any information contained in materials furnished pursuant to Section 7.02, the Parent and the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Parent and the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.
7.02    Certificates; Other Information.  Each of the Parent and the Borrower shall deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:
(a)    concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, chief accounting officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);
(b)    promptly after any request by the Administrative Agent, copies of any detailed audit opinions or review reports submitted to the board of directors (or the audit committee of the board of directors) of the Parent by independent accountants in connection with the accounts or books of the Parent;
(c)    promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC 


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under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 
(d)    promptly after the furnishing thereof, copies of any statement or report furnished to any holder of publicly-held debt securities of the Parent or the Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 7.01 or any other clause of this Section 7.02;
(e)    promptly, and in any event within five (5) Business Days after receipt thereof by the Parent or the Borrower, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Company unless restricted from doing so by such agency; and
(f)    promptly, such additional information regarding the business, financial or corporate affairs of the Parent or the Borrower or any Unencumbered Property, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.
Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent or the Borrower (A) files any such document with the Securities and Exchange Commission’s EDGAR system (or any successor thereto) in a manner accessible to the public at large or (B) posts such documents, or provides a link thereto on the Parent and the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Parent and the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).  The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent and the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The Parent and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Parent and the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent, the Borrower or their Affiliates, or the respective Equity Interests of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Equity Interests.  The Parent and the Borrower hereby agree that (w) all the Borrower Materials that are to be made available to the Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Borrower Materials “PUBLIC,” the Parent and the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Parent and the Borrower or their Equity Interests for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all the Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”  
7.03    Notices.  Each of the Parent and the Borrower shall, upon becoming aware of same, promptly notify the Administrative Agent who shall notify each Lender:
(a)    of the occurrence of any Default;
(b)    of any matter that has resulted or could reasonably be expected to have a Material Adverse Effect;
(c)    of the occurrence of any ERISA Event which has resulted or would result in liabilities of any Company in an aggregate amount in excess of the Threshold Amount;


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(d)    of any material litigation, arbitration or governmental investigation or proceeding instituted or threatened in writing against any Unencumbered Property, and any material development therein; 
(e)    of any announcement by Moody’s, Fitch or S&P of any change in a Debt Rating or in its “outlook” with respect to a Debt Rating;
(f)    of any actual or threatened in writing Condemnation or zoning proceeding of any portion of any Unencumbered Property, any negotiations with respect to any such taking, or any material loss of or substantial damage to any Unencumbered Property, in each case, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect;
(g)    of any Casualty with respect to any Unencumbered Property except to the extent that the same could not reasonably be expected to have a Material Adverse Effect;
(h)    of any material permit, license, certificate or approval required with respect to any Unencumbered Property that lapses or ceases to be in full force and effect or any claim from any person that any Unencumbered Property, or any use, activity, operation or maintenance thereof or thereon, is not in compliance with any Law, in each case, except to the extent that the same could not reasonably be expected to have a Material Adverse Effect; 
(i)    of any material change in accounting policies or financial reporting practices by any Company, including any determination by the Borrower referred to in Section 2.10(b); and
(j)    of any labor controversy pending or threatened against any Company, and any material development in any labor controversy except to the extent that the same could not reasonably be expected to have a Material Adverse Effect.
Each notice pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Parent and the Borrower setting forth details of the occurrence referred to therein and stating what action the Parent and/or the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
7.04    Payment of Obligations.  Each of the Parent and the Borrower shall, and shall cause each other Loan Party to, pay and discharge as the same shall become due and payable, all its obligations and liabilities, including: (a) all tax liabilities, assessments and governmental charges or levies upon a Loan Party or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Loan Party; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property other than Liens of the type permitted under Sections 8.01(a) through (g); and (c) all Indebtedness, as and when due and payable except, in each case, where the failure to do so would not result in a Material Adverse Effect.
7.05    Preservation of Existence, Etc.  Each of the Parent and the Borrower shall, and shall cause each other Loan Party to (a) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not have a Material Adverse Effect; and (c) preserve or renew all of its IP Rights, the non-preservation of which would have a Material Adverse Effect.
7.06    Maintenance of Properties.  Each of the Parent and the Borrower shall, and shall cause each other Company to (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition except to the extent the failure to do so would not result in a Material Adverse Effect; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not have a Material Adverse Effect; (c) use the standard of care typical in the industry in the operation and maintenance of its (i) Unencumbered Properties, and, (ii) as to its other Properties except where the failure to do so would not have a Material Adverse Effect; and (d) keep the Unencumbered Properties in good order, repair, operating condition, and appearance, causing all necessary repairs, renewals, replacements, additions, and improvements to be promptly made, and not allow any of the Unencumbered Properties to be misused, abused or wasted or to deteriorate (ordinary wear and tear excepted) except where the failure to do so would not have a Material Adverse Effect.


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7.07    Maintenance of Insurance.  Each of the Parent and the Borrower shall, and shall cause each other Company to, maintain with financially sound and reputable insurance companies not Affiliates of any Company, insurance (including flood insurance if available or required) with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.  
7.08    Compliance with Laws.  Each of the Parent and the Borrower shall, and shall cause each other Subsidiary Guarantor to, comply in all material respects with the requirements of all Laws (including without limitation Anti-Corruption Laws and applicable Sanctions) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith would not have a Material Adverse Effect.
7.09    Books and Records.  Each of the Parent and the Borrower shall, and shall cause each other Company to: (a) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of each Company, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over any Company, as the case may be.
7.10    Inspection Rights.  Subject to the rights of tenants, each of the Parent and the Borrower shall, and shall cause each other Loan Party to, permit representatives and independent contractors of the Administrative Agent and each Lender, at the expense of the Administrative Agent or such Lender, to visit and inspect and photograph any Unencumbered Property and any of its other properties, to examine its corporate, financial and operating records, and all recorded data of any kind or nature, regardless of the medium of recording including all software, writings, plans, specifications and schematics, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the expense of the Borrower and at such reasonable times during normal business hours, upon reasonable advance notice to the applicable Loan Party and no more often than once in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing; provided that when an Event of Default has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice, subject to the rights of tenants.  Any inspection or audit of the Unencumbered Properties or the books and records, including recorded data of any kind or nature, regardless of the medium of recording including software, writings, plans, specifications and schematics of any Loan Party, or the procuring of documents and financial and other information, by the Administrative Agent on behalf of itself or on behalf of the Lenders shall be for the Administrative Agent’s and the Lenders’ protection only, and shall not constitute any assumption of responsibility to any Loan Party or anyone else with regard to the condition, construction, maintenance or operation of the Unencumbered Properties nor the Administrative Agent’s approval of any certification given to the Administrative Agent nor relieve any Loan Party of the Borrower’s or any other Loan Party’s obligations.
7.11    Use of Proceeds.  Each of the Parent and the Borrower shall, and shall cause each other Company to, use the proceeds of the Credit Extensions (a) to refinance the obligations of the Companies under existing facilities, (b) to finance the acquisition of Properties, (c) to pay operating and leasing expenses with respect to its Properties, and (d) for general corporate purposes, in each case, not in contravention of any Law or of any Loan Document.
7.12    Environmental Matters.  Each of the Parent and the Borrower shall, and shall cause each other Loan Party to:
(a)    Violations; Notice to the Administrative Agent.  Use reasonable efforts to:
(i)    Keep the Unencumbered Properties free of Contamination, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect;
(ii)    Promptly deliver to the Administrative Agent a copy of each report pertaining to any Property or to any Loan Party prepared by or on behalf of such Loan Party pursuant to a material violation of any Environmental Requirement to the extent that the same could reasonably be expected to have a Material Adverse Effect; and  
(iii)    As soon as practicable advise the Administrative Agent in writing of any Environmental Claim or of the discovery of any Contamination on any Unencumbered Property that could reasonably be 


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expected to have a Material Adverse Effect, as soon as any Loan Party first obtains knowledge thereof, including a description of the nature and extent of the Environmental Claim and/or Hazardous Material and all relevant circumstances.
(b)    Site Assessments and Information.  If the Parent or the Borrower fails to comply with Section 7.12(a) or if any other Event of Default shall have occurred and be continuing, then if requested by the Administrative Agent, at the Borrower’s expense, deliver to the Administrative Agent from time to time, but no more frequently than once per calendar year unless an Event of Default exists, in each case within seventy five (75) days after the Administrative Agent’s request, an Environmental Assessment (hereinafter defined) made after the date of the Administrative Agent’s request.  As used in this Agreement, the term “Environmental Assessment” means a report of an environmental assessment of any or all Unencumbered Properties and of such scope so as to be compliant with the guidelines established by the ASTM (including the taking of soil borings and air and groundwater samples and other above and below ground testing) as the Administrative Agent may reasonably request to be performed by a licensed environmental consulting firm reasonably acceptable to the Administrative Agent.  Each applicable Loan Party shall cooperate with each consulting firm making any such Environmental Assessment and shall supply to the consulting firm all information available to such Loan Party to facilitate the completion of the Environmental Assessment.  If any Loan Party fails to furnish the Administrative Agent within thirty (30) days after the Administrative Agent’s request with a copy of an agreement with an acceptable environmental consulting firm to provide such Environmental Assessment, or if any Loan Party fails to furnish to the Administrative Agent such Environmental Assessment within seventy five (75) days after the Administrative Agent’s request, upon written notice to the Parent and the Borrower, the Administrative Agent may cause any such Environmental Assessment to be made at the Borrower’s expense and risk.  Subject to the rights of tenant, the Administrative Agent and its designees are hereby granted access to the Unencumbered Properties upon written notice, and a license which is coupled with an interest and irrevocable, to make or cause to be made such Environmental Assessments.  The Administrative Agent may disclose to any Governmental Authority, to the extent required by Applicable Law, any information the Administrative Agent ever has about the environmental condition or compliance of the Unencumbered Properties, but shall be under no duty to disclose any such information except as may be required by Law.  The Administrative Agent shall be under no duty to make any Environmental Assessment of the Unencumbered Properties, and in no event shall any such Environmental Assessment by the Administrative Agent be or give rise to a representation that any Hazardous Material is or is not present on the Unencumbered Properties, or that there has been or shall be compliance with any Environmental Requirement, nor shall any Company or any other Person be entitled to rely on any Environmental Assessment made by the Administrative Agent or at the Administrative Agent’s request but the Administrative Agent shall deliver a copy of such report to the Parent and the Borrower.  Neither the Administrative Agent nor any Lender owes any duty of care to protect any Company or any other Person against, or to inform them of, any Hazardous Material or other adverse condition affecting the Unencumbered Properties. 
(c)    Remedial Actions.  If any Contamination which could reasonably be expected to have a Material Adverse Effect is discovered on any Unencumbered Property at any time and regardless of the cause, (i) promptly at the applicable Loan Parties’ sole expense, remove, treat, and dispose of the Hazardous Material in compliance with all applicable Environmental Requirements in addition to taking such other action as is necessary to have the full use and benefit of such Unencumbered Property as contemplated by the Loan Documents, and provide the Administrative Agent with satisfactory evidence thereof; and (ii) if reasonably requested by the Administrative Agent, provide to the Administrative Agent within thirty (30) days of the Administrative Agent’s request a bond, letter of credit, or other financial assurance, including self-assurance,  evidencing to the Administrative Agent’s satisfaction that all necessary funds are readily available to pay the costs and expenses of the actions required by the preceding clause (i) and to discharge any assessments or liens established against such Unencumbered Property as a result of the presence of the Hazardous Material on the Unencumbered Property. After completion of such remedial actions, the applicable Loan Party shall promptly request regulatory approval, take all reasonable measures to expedite issuance of such approval and upon receipt thereof deliver to the Administrative Agent a letter indicating that no further action is required with respect to the applicable Unencumbered Property or similar confirmation by the applicable regulator that all required remedial action as stated above has been taken and successfully completed to the satisfaction of the applicable regulator.  The Loan Parties shall not be deemed to have satisfied their remedial obligations under this provision until they have provided the Administrative Agent such confirmation. 
7.13    Ground Leases.  Solely with respect to Unencumbered Property, each of the Parent and the Borrower shall, and shall cause each other Loan Party to:


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(a)    Diligently perform and observe in all material respects all of the terms, covenants, and conditions of any Acceptable Ground Lease as tenant under such Acceptable Ground Lease; and
(b)    Promptly notify the Administrative Agent of (i) the giving to the applicable Subsidiary Guarantor of any notice of any default by such Subsidiary Guarantor under any Acceptable Ground Lease and deliver to the Administrative Agent a true copy of each such notice within five (5) Business Days of such Subsidiary Guarantor’s receipt thereof, and (ii) any bankruptcy, reorganization, or insolvency of the landlord under any Acceptable Ground Lease or of any notice thereof, and deliver to the Administrative Agent a true copy of such notice within five (5) Business Days of the applicable Subsidiary Guarantor’s receipt. 
(c)    Exercise any individual option to extend or renew the term of an Acceptable Ground Lease upon demand by the Administrative Agent made at any time within thirty (30) days prior to the last day upon which any such option may be exercised, and each applicable Subsidiary Guarantor hereby expressly authorizes and appoints the Administrative Agent as its attorney-in-fact to exercise any such option in the name of and upon behalf of such Subsidiary Guarantor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.
If the applicable Subsidiary Guarantor shall default in the performance or observance of any term, covenant, or condition of any Acceptable Ground Lease on the part of such Subsidiary Guarantor and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, then the Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants, and conditions of such Acceptable Ground Lease on the part of such Subsidiary Guarantor to be performed or observed on behalf of such Subsidiary Guarantor, to the end that the rights of such Subsidiary Guarantor in, to, and under such Acceptable Ground Lease shall be kept unimpaired and free from default.  If the landlord under any Acceptable Ground Lease shall deliver to the Administrative Agent a copy of any notice of default under such Acceptable Ground Lease, then such notice shall constitute full protection to the Administrative Agent for any action taken or omitted to be taken by the Administrative Agent, in good faith, in reliance thereon.
7.14    Unencumbered Properties.Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:
(i)    Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted);
(ii)    Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Unencumbered Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Unencumbered Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01; and
(iii)    Operate the Unencumbered Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment.
(b)    Except where the failure would not have a material and adverse effect on the value of the Unencumbered Properties, taken as whole, each of the Parent and the Borrower shall, and shall cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Unencumbered Property.


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ARTICLE VIII.
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder (excluding contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:
8.01    Liens.  Each of the Parent and the Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any Unencumbered Property, other than the following:
(a)    Liens pursuant to any Loan Document;
(b)    Liens existing on the date hereof and listed on Schedule 8.01;
(c)    Liens for taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; 
(e)    pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f)    easements, rights-of-way, restrictions, restrictive covenants, encroachments, protrusions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 
(g)    Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(i);
(h)    the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person; 
(i)    Liens securing obligations in the nature of personal property financing leases for furniture, furnishings or similar assets, Capital Leases Obligations and other purchase money obligations for fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the obligations secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capital Leases;
(j)    Liens securing obligations in the nature of the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(k)    all Liens, encumbrances and other matters disclosed in any owner’s title insurance policies or other title reports and updated thereof accepted by the Administrative Agent; and
(l)    such other title and survey exceptions as the Administrative Agent has approved in writing in the Administrative Agent’s reasonable discretion. 
8.02    Indebtedness.  Each of the Parent and the Borrower shall not, nor shall it permit any other Loan Party to, create, incur, assume or suffer to exist any Indebtedness, except:


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(a)    Indebtedness under the Loan Documents;
(b)    Indebtedness outstanding on the date hereof and listed on Schedule 8.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
(c)    Guarantees of (i) the Borrower or the Parent in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor, (ii) the Parent or the Borrower, in respect of Indebtedness otherwise permitted hereunder of any Non-Guarantor Subsidiary if, in the case of any Guarantee pursuant to this clause (ii), (x) no Default shall exist immediately before or immediately after the making of such Guarantee, and (y) there exists no violation of the financial covenants set forth in Section 8.14 hereunder on a pro forma basis after the making of such Guarantee, and (iii) Non-Guarantor Subsidiaries made in the ordinary course of business;
(d)    obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”;
(e)    Indebtedness in respect of Capital Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 8.01(i), and unsecured Indebtedness in the form of trade payables incurred in the ordinary course of business; and
(f)    Indebtedness of the Borrower or the Parent incurred or assumed after the date hereof that is either unsecured or is secured by Liens on assets of the Parent or the Borrower (other than any Unencumbered Property or the Equity Interests in any Loan Party); provided, such Indebtedness shall be permitted under this Section 8.02(f) only if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption of such Indebtedness, and (ii) there exists no violation of the financial covenants set forth in Section 8.14 hereunder on a pro forma basis after the incurrence or assumption of such Indebtedness.
8.03    Investments.  Neither the Parent nor the Borrower shall have and shall not permit the Companies’ to have any Investments other than:
(a)    Investments in the form of cash or Cash Equivalents;
(b)    Investments existing on the date hereof and set forth on Schedule 6.13;
(c)    advances to officers, directors and employees of the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes;
(d)    Investments of the Guarantor and the Borrower in the form of Equity Interests and investments of the Borrower in any wholly-owned Subsidiary, and Investments of the Borrower directly in, or of any wholly-owned Subsidiary in another wholly-owned Subsidiary which owns, real property assets which are functional industrial, manufacturing, warehouse/distribution and/or office properties located within the United States, provided in each case the Investments held by the Borrower or Subsidiary are in accordance with the provisions of this Section 8.03 other than this Section 8.03(d); 
(e)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;
(f)    Investments in non-wholly owned Subsidiaries and Unconsolidated Affiliates;
(g)    Investments in mortgages and mezzanine loans; 
(h)    Investments in unimproved land holdings and Construction in Progress; 


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(i)    Investments by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted under Section 8.06 below; and 
(j)    Other Investments not to exceed at any time ten percent (10%) of Total Asset Value.
8.04    Fundamental Changes.  Each of the Parent and the Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default has occurred and is continuing or would result therefrom:
(a)    any Loan Party (other than the Parent or the Borrower) may merge with (i) the Parent or the Borrower, provided that the Parent or the Borrower, as applicable, shall be the continuing or surviving Person, or (ii) any other Loan Party, or (iii) any other Person, provided that if it owns an Unencumbered Property and is not the surviving entity, then such Property shall cease to be an Unencumbered Property; 
(b)    any Loan Party (other than the Parent or the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Loan Party; 
(c)    any Loan Party may Dispose of a Property owned by such Loan Party in the ordinary course of business and for fair value; and 
(d)    the Parent or the Borrower may merge or consolidate with another Person so long as either the Parent or the Borrower, as the case may be, is the surviving entity, shall remain in pro forma compliance with the covenants set forth in Section 8.14 below after giving effect to such transaction, and the Borrower shall have given the Administrative Agent at least fifteen (15) Business Days’ prior written notice of such merger or consolidation, such notice to include a certification as to the pro forma compliance referenced above, with the Borrower agreeing to provide such other financial information as the Administrative Agent shall reasonably request in order to verify such pro forma compliance.
Nothing in this Section shall be deemed to prohibit the sale or leasing of Property or portions of Property in the ordinary course of business. 
8.05    Dispositions.  Each of the Parent, the Borrower or any Loan Party shall not make any Disposition or enter into any agreement to make any Disposition, except:
(a)    Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b)    Dispositions of inventory in the ordinary course of business;
(c)    Any other Dispositions of Properties or other assets in an arm’s length transaction; provided that the Borrower and the Parent will remain in pro forma compliance with the covenants set forth in Section 8.14 after giving effect to such transaction.
8.06    Restricted Payments.  Each of the Parent and the Borrower shall not, nor shall it permit any other Company to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment other than (a) Minimum Distributions, (b) Restricted Payments made by any Company to the Borrower or the Parent, or (c)  provided no Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom, other Restricted Payments.
8.07    Change in Nature of Business.  Except for Investments permitted under Section 8.03, each of the Parent and the Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by the Companies on the date hereof or any business substantially related or incidental thereto.
8.08    Transactions with Affiliates.  Each of the Parent and the Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, enter into any transaction of any kind with any Affiliate of a Company, whether or not 


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in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Loan Party as would be obtainable by such Company at the time in a comparable arm’s length transaction with a Person other than an Affiliate.  
8.09    Burdensome Agreements.  Each of the Parent and the Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that directly or indirectly prohibits any Company from (a) creating or incurring any Lien on any Unencumbered Property unless simultaneously therewith such Unencumbered Property ceases to be an Unencumbered Property, other than restrictions or conditions set forth in the Note Purchase Agreements, the Credit Agreements and, to the extent such restrictions or conditions are customary for such Indebtedness, any other agreements governing Indebtedness permitted under Section 8.02, in each case, which restrictions are no more restrictive, taken as a whole than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the Borrower, (b) other than restrictions or conditions set forth in the Note Purchase Agreements, the Credit Agreements and, to the extent such restrictions or conditions are customary for such Indebtedness, any other agreements governing Indebtedness permitted under Section 8.02, in each case, which restrictions are no more restrictive, taken as a whole than the comparable restrictions and conditions set forth in this Agreement as determined in the good faith judgment of the Borrower,  limiting the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (c) requiring the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. 
8.10    Use of Proceeds.  Each of the Parent and the Borrower shall not, nor shall it permit any other Company to, directly or indirectly, use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.  The Borrower shall not request any Credit Extension, shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents do not use the proceeds of any Credit Extension (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions.
8.11    Unencumbered Properties; Ground Leases.  Each of the Parent and the Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly:
(a)    Use or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on any Unencumbered Properties by any tenant, in any manner which violates any Law or which constitutes a public or private nuisance in any manner which would have a Material Adverse Effect or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 7.07 commercially unreasonable (including by way of increased premium);
(b)    [Reserved];
(c)    Without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), (i) impose any material easement, restrictive covenant, or encumbrance upon any Unencumbered Property, (ii) execute or file any subdivision plat or condominium declaration affecting any Unencumbered Property, or (iii) consent to the annexation of any Unencumbered Property to any municipality;
(d)    Do any act, or suffer to be done any act by any Company or any of its Affiliates, which would reasonably be expected to materially decrease the value of any Unencumbered Property (including by way of negligent act);
(e)    [Reserved]; 
(f)    Allow there to be fewer than twenty-five (25) Unencumbered Properties as of any date of determination; 


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(g)    Allow the Total Asset Value of the Unencumbered Properties to be less than One Hundred Fifty Million Dollars ($150,000,000.00);
(h)    Without the prior consent of the Lenders (which consent shall not be unreasonably withheld or delayed), surrender the leasehold estate created by any Acceptable Ground Lease or terminate or cancel any Acceptable Ground Lease or materially modify, change, supplement, alter, or amend any Acceptable Ground Lease, either orally or in writing, in each case, to the extent such event would reasonably be expected to be materially adverse to the interests of the Lenders; and
(i)    Enter into any Contractual Obligations related to any Unencumbered Property providing for the payment a management fee (or any other similar fee) to anyone other than a Company if, with respect thereto, the Administrative Agent has reasonably required that such fee be subordinated to the Obligations in a manner satisfactory to the Administrative Agent, and an acceptable subordination agreement has not yet been obtained.  
8.12    Environmental Matters.  Each of the Parent and the Borrower shall not knowingly directly or indirectly:
(a)    Cause, commit, permit, or allow to continue (i) any violation of any Environmental Requirement by or with respect to any Unencumbered Property or any use of or condition or activity on any Unencumbered Property, or (ii) the attachment of any environmental Liens on any Unencumbered Property, in each case, that could reasonably be expected to have a Material Adverse Effect; and
(b)    Place, install, dispose of, or release, or cause, permit, or allow the placing, installation, disposal, spilling, leaking, dumping, or release of, any Hazardous Material on any Unencumbered Property in any manner that could reasonably be expected to have a Material Adverse Effect. 
(c)    Use any Hazardous Material on any Unencumbered Property except in such a manner which could not reasonably be expected to have a Material Adverse Effect.
8.13    Negative Pledge; Indebtedness.  Each of the Parent and the Borrower shall not permit:
(a)    The Equity Interests of the Borrower held by the Parent to be subject to any Lien. 
(b)    Any Person (other than the Parent or the Borrower) that directly or indirectly owns Equity Interests in any Subsidiary Guarantor to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) (other than Indebtedness listed on Schedule 8.13 and Additional Permitted Indebtedness), (ii) provide Guarantees to support Indebtedness (other than Indebtedness listed on Schedule 8.13 and Additional Permitted Indebtedness), or (iii) have its Equity Interests subject to any Lien or other encumbrance (other than in favor of the Administrative Agent). 
(c)    Any Subsidiary Guarantor that owns an Unencumbered Property to (i) incur any Indebtedness (whether Recourse Indebtedness or Non-Recourse Indebtedness) (other than the Obligations, Indebtedness listed on Schedule 8.13 and Additional Permitted Indebtedness) or (ii) provide Guarantees to support Indebtedness (other than the Obligations, Indebtedness listed on Schedule 8.13 and Additional Permitted Indebtedness).  
8.14    Financial Covenants.  The Parent shall not, directly or indirectly, permit:
(a)    Maximum Consolidated Leverage Ratio.  As of the last day of any fiscal quarter, the Consolidated Leverage Ratio to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur and the Consolidated Leverage Ratio shall have been less than sixty percent (60%) for at least one full fiscal quarter immediately preceding the proposed Consolidated Leverage Ratio Covenant Holiday, then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 7.02(a), and provided that no Default or Event of Default shall have occurred and be continuing, the maximum Consolidated Leverage Ratio covenant level shall be increased to sixty-five (65%) for the fiscal quarter in which such Material Acquisition is consummated and the three (3) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition is consummated (any such increase a “Consolidated Leverage Ratio Covenant Holiday”); provided further that not more than two (2) Consolidated Leverage Ratio Covenant Holidays may be elected by the Borrower during the term of this Agreement;


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(b)    Maximum Secured Leverage Ratio. As of the last day of any fiscal quarter, the Secured Leverage Ratio to exceed forty percent (40%);
(c)    Maximum Unencumbered Leverage Ratio.  As of the last day of any fiscal quarter, the Unencumbered Leverage Ratio to exceed sixty percent (60%); provided that, if any Material Acquisition shall occur and the Unencumbered Leverage Ratio shall have been less than sixty percent (60%) for at least one full fiscal quarter immediately preceding the proposed Unencumbered Leverage Ratio Covenant Holiday, then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 7.02(a), and provided that no Default or Event of Default shall have occurred and be continuing, the maximum Unencumbered Leverage Ratio covenant level shall be increased to sixty-five (65%) for the fiscal quarter in which such Material Acquisition is consummated and the three (3) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition is consummated (any such increase an “Unencumbered Leverage Ratio Covenant Holiday”); provided further that not more than two (2) Unencumbered Leverage Ratio Covenant Holidays may be elected by the Borrower during the term of this Agreement;
(d)    Maximum Secured Recourse Debt.  As of the last day of any fiscal quarter, the Secured Recourse Debt Ratio to exceed seven-and-one-half percent (7.5%);
(e)    Minimum Fixed Charge Ratio.  As of the last day of any fiscal quarter, the Fixed Charge Ratio for the Parent, on a consolidated basis, for the fiscal quarter then ended, annualized, to be less than or equal to 1.5 to 1.0;
(f)    Minimum Unsecured Interest Coverage Ratio. As of the last day of any fiscal quarter, the Unsecured Interest Coverage Ratio for the Parent, on a consolidated basis, for the fiscal quarter then ended, annualized, to be less than or equal to 1.75 to 1.00; and
(g)    Minimum Tangible Net Worth.  As of the last day of any fiscal quarter, the Tangible Net Worth of the Parent, on a consolidated basis, to be less than the sum of (i) $996,305,000, plus (ii) seventy-five percent (75%) of net proceeds of any Equity Issuances received by the Parent or the Borrower after December 18, 2014 (other than proceeds received within ninety (90) days after the redemption, retirement or repurchase of ownership or equity interests in the Borrower or the Parent, up to the amount paid by the Borrower or the Parent in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that neither the Borrower nor the Parent shall have increased its Net Worth as a result of any such proceeds).
ARTICLE IX.
EVENTS OF DEFAULT AND REMEDIES
9.01    Events of Default.  Any of the following shall constitute an Event of Default:
(a)    Non-Payment.  The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) days after the same becomes due, any interest on any Loan due hereunder, except that there shall be no grace period for interest due on any applicable Maturity Date, or (iii) within ten (10) days after notice from the Administrative Agent, any other amount payable to the Administrative Agent or any Lender hereunder or under any other Loan Document except that there shall be no grace period for any amount due on any Maturity Date; or
(b)    Specific Covenants.  Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.11 or Article VIII (other than Sections 8.11(a) and (c), or 8.13) or the Parent fails to perform or observe any term, covenant or agreement contained in the Parent Guaranty or any Subsidiary Guarantor fails to perform or observe any term, covenant or agreement contained in the Subsidiary Guaranty; or
(c)    Performance.  Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, 7.02, or 7.03, and such failure continues unremedied for ten (10) Business Days after such failure has occurred; or 
(d)    Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a), (b), or (c) above) contained in any Loan Document on its part to be performed or 


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observed and such failure continues unremedied for thirty (30) days after the earlier of notice from the Administrative Agent or the actual knowledge of the Loan Party, and in the case of a default that cannot be cured within such thirty (30) day period despite the Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of the Borrower’s receipt of the Administrative Agent’s original notice, then the Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from the Borrower’s receipt of the Administrative Agent’s original notice, subject in each instance to the Borrower’s remedial rights under Section 7.12(c); or
(e)    Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made and shall not be cured or remedied so that such representation, warranty, certification or statement of fact is no longer incorrect or misleading within ten (10) days after the earlier of notice from the Administrative Agent or the actual knowledge of any Loan Party thereof; or
(f)    Cross-Default.  (i) Any Company (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), after the expiration of any applicable grace periods, in respect of any Indebtedness or Guarantee (other than (x) Indebtedness hereunder, and (y) Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness or more than the Threshold Amount to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Company is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Company is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Company as a result thereof is greater than the Threshold Amount; or
(g)    Insolvency Proceedings, Etc.  Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or
(h)    Inability to Pay Debts; Attachment.  (i) the Parent or the Borrower becomes unable to pay its debts as they become due, or any Loan Party admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Loan Party and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or
(i)    Judgments.  There is entered against any Loan Party (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


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(j)    ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would result in liability of any Company  under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Parent or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(k)    Invalidity of Loan Documents.  Any Loan Document at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect in all material respects; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any  Loan Document, except as expressly permitted hereunder; or
(l)    REIT Status of the Parent.  The Parent ceases to be treated as a REIT or the Parent Shares shall fail to be listed and traded on the New York Stock Exchange; or
(m)    Change of Control.  There occurs any Change of Control. 
9.02    Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a)    declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated; 
(b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and
(c)    exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;
provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.
9.03    Application of Funds.  After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.16, be applied by the Administrative Agent in the following order: 
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, and other Obligations, ratably among the Lenders, in proportion to the respective amounts described in this clause Third payable to them;
Fourth, to payment of that portion of the Obligations constituting (x) unpaid principal of the Loans and (y) payment obligations then owing to the Administrative Agent, any Lender, or any Affiliate of the Administrative Agent or any Lender arising from, by virtue of, or pursuant to any Swap Contract, other than any Excluded Swap Obligation, that relates solely 


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to the Obligations (“Specified Derivatives Providers”), ratably among the Lenders and the Specified Derivatives Providers in proportion to the respective amounts described in this clause Fourth payable to them; and
Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.
Notwithstanding the foregoing, Obligations owing to Specified Derivatives Providers shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider.  Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.
ARTICLE X.
THE ADMINISTRATIVE AGENT
10.01    Appointment and Authority.  Each of the Lenders hereby irrevocably appoints BANA to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.  It is understood and agreed that the use of the term “agent” (or any other similar term) herein or in any other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
10.02    Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
10.03    Exculpatory Provisions.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature.  Without limiting the generality of the foregoing, the Administrative Agent:
(a)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(c)    shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


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The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a Lender.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
10.04    Reliance by the Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
10.05    Delegation of Duties.  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub‐agents appointed by the Administrative Agent.  The Administrative Agent and any such sub‐agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub‐agent and to the Related Parties of the Administrative Agent and any such sub‐agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.  The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
10.06    Resignation of the Administrative Agent.  
(a)    The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the reasonable approval of the Borrower (with any Lender or affiliate of a Lender being deemed approved, unless such Lender is a Defaulting Lender, and which approval shall not be required if an Event Default shall be in existence), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above.  Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b)    If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) 


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(the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c)    With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any pledge security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.  Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) the Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub‐agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.  
10.07    Non-Reliance on the Administrative Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
10.08    No Other Duties, Etc.  Anything herein to the contrary notwithstanding, the Lead Arrangers and Co-Syndication Agents listed on the cover page hereof shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender hereunder.
10.09    The Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and
(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on 


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behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


10.10    Guaranty Matters.  Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under a Guaranty pursuant to the terms of this Agreement.
ARTICLE XI.
MISCELLANEOUS
11.01    Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:
(a)    waive any condition set forth in Section 5.01(a) without the written consent of each Lender;
(b)    extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.01(b) or 9.02) without the written consent of such Lender;
(c)    postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to a Lender or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
(d)    reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary  to amend the definition of “Default Rate,” waive any obligation of the Borrower to pay interest at the Default Rate, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder;
(e)    change Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; 
(f)    change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of the Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; 
(g)    release all or substantially all of the value of the Guaranties without the written consent of each Lender;
and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.  All communications from the Administrative Agent to any Lender requesting such Lender’s determination, consent, approval or disapproval (a) shall be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such determination, approval, consent or disapproval is requested, or shall advise such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved, (c) shall include, if reasonably requested by 


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such Lender and to the extent not previously provided to such Lender, written materials and, as appropriate, a brief summary of all oral information provided to the Administrative Agent by the Borrower in respect of the matter or issue to be resolved, and (d) shall include the Administrative Agent’s recommended course of action or determination in respect thereof.  
11.02    Notices; Effectiveness; Electronic Communication.
(a)    Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i)    if to the Borrower or the Administrative Agent to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and
(ii)    if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
(b)    Electronic Communications.  Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e‐mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.
(c)    The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of the Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party 


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have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) resulting therefrom.
(d)    Change of Address, Etc.  Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to the Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its Equity Interests for purposes of United States Federal or state securities laws.
(e)    Reliance by the Administrative Agent and the Lenders.  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Draw Requests) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
11.03    No Waiver; Cumulative Remedies; Enforcement.  No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
11.04    Expenses; Indemnity; Damage Waiver.
(a)    Costs and Expenses.  Each Loan Party shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including (a) the reasonable fees, charges and disbursements of counsel for the Administrative Agent; (b) fees and charges of each consultant, inspector, and engineer; (c) uniform commercial code searches; (d) judgment and tax lien searches for the Borrower and each Guarantor; (e) escrow fees; and (f) documentary taxes, in connection with the initial syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii)  all reasonable out-of-pocket 


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expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender (only if a Default shall be in existence)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided, however that the Borrower shall not be required to pay the expenses of more than one law firm acting as counsel for the Lenders (in addition to expenses for any appropriate local or special counsel) in connection with such workout or enforcement to the extent the Lenders reasonably determine that joint representation is appropriate under the circumstances.
(b)    Indemnification.  The Parent and the Borrower shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party resulting from any action, suit, or proceeding relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Damages related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, (x) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) for which an Indemnitee has been compensated pursuant to the terms of this Agreement or the Fee Letter, or (z) to the extent based upon contractual obligations of such Indemnitee owing by such Indemnitee to any third party which are not expressly set forth in this Agreement.
(c)    Reserved.
(d)    Reimbursement by the Lenders.  To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by the Loan Parties to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).
(e)    Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan Party hereby waives and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed 


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to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
(f)    Payments.  All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.
(g)    Survival.  The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments, and the repayment, satisfaction or discharge of all the other Obligations.
11.05    Payments Set Aside.  To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent (without relieving the Borrower of its obligation to make any such payment so required), plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
11.06    Successors and Assigns.
(a)    Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)    Assignments by the Lenders.  Any Lender may, at no cost or expense to any Loan Party (except as provided in Section 11.13), at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i)    Minimum Amounts.
(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned (but any such assignment shall be of a pro rata interest in each of the Loans; and
(B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, 


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if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 and shall be an assignment of a pro rata interest in each of the Loans, and the amount assigned to the Eligible Assignee shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.
(ii)    Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii)    Required Consents.  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A)    the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or to any Federal Reserve Bank provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and
(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
(iv)    Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v)    No Assignment to Certain Persons.  No such assignment shall be made (A) to the Parent or the Borrower or any of their Affiliates or Subsidiaries, or (B) without the consent of the Administrative Agent and the Borrower, to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural person, or (D) without the consent of the Borrower, to any Excluded Party.
(vi)    Certain Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


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Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment, provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c)    Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d)    Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, an Excluded Party, a Defaulting Lender or the Parent or the Borrower or any of their Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(d) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any  provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest 


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error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(e)    Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(f)    Reserved.
(g)    USA Patriot Act Notice; Compliance.  In order for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, prior to any Lender that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.
11.07    Treatment of Certain Information; Confidentiality.  Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process so long as the Administrative Agent and any Lender, as the case may be, requests confidential treatment of such Information to the extent permitted by Law (provided that the requesting Administrative Agent or Lender shall not be responsible for the failure by any such party to keep the Information confidential), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 3.06(c), Section 11.13 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i)  any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower provided that the source of such information was not at the time known to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such Information.  For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.


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11.08    Right of Setoff.  If an Event of Default shall have occurred and be continuing and the Administrative Agent and the Required Lenders shall have consented in writing thereto, each Lender and each of their respective Affiliates (including, for the avoidance of doubt, any Specified Derivatives Providers) is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.  Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.  
11.09    Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
11.10    Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents , and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy, by email with a pdf copy attached, or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.
11.11    Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.
11.12    Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting 


71









Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent then such provisions shall be deemed to be in effect only to the extent not so limited.
11.13    Replacement of the Lenders.  If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.05) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a)    the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);
(b)    such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(c)    in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and
(d)    such assignment does not conflict with applicable Laws.
(e)    A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
11.14    Governing Law; Jurisdiction; Etc.
(a)    GOVERNING LAW.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)    SUBMISSION TO JURISDICTION.  THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS  AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


72









(c)    WAIVER OF VENUE.  EACH OF THE PARENT, THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)    SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 PROVIDED THAT, IN THE CASE OF SERVICE ON ANY LOAN PARTY A COPY IS ALSO DELIVERED TO JEFFREY SULLIVAN, GENERAL COUNSEL FOR PARENT AND BORROWER.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
(e)    WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
11.15    No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Parent, the Borrower, and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lead Arrangers are arm’s-length commercial transactions between the Parent, the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lead Arrangers, on the other hand, (B) each of the Parent, the Borrower, and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)(A) each of the Administrative Agent, the Lead Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Parent, the Borrower, any other Loan Party, or any of their respective Affiliates, or any other Person and (B) the Administrative Agent, the Lead Arrangers and the Lender have no obligation to the Parent, the Borrower, any other Loan Party, or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parent, the Borrower, the other Loan Parties, and their respective Affiliates, and the Administrative Agent, the Lead Arrangers and the Lenders have no obligation to disclose any of such interests to the Parent, the Borrower, any other Loan Party, or any of their respective Affiliates.  To the fullest extent permitted by Law, each of the Parent, the Borrower, and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
11.16    Electronic Execution of Assignments and Certain Other Documents.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures , the electronic matching or assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, 


73









the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
11.17    USA PATRIOT ACT.  Each Lender that is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution, which information includes the name, address, and tax identification number of the Borrower and such other identification information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act and comply with federal law.  An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product. the Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.
11.18    ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
11.19    Acknowledgment and Consent to Bail-In of EEA Financial Institutions.  
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.






74










IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.




	
					
	 
	BORROWER:

	 
	 

	 
	STAG INDUSTRIAL OPERATING

	 
	PARTNERSHIP, L.P.,

	 
	a Delaware limited partnership

	 
	 

	 
	By:
	STAG Industrial GP, LLC, a Delaware limited
Liability company, its General Partner

	 
	 

	 
	By:
	/s/ Stephen C. Mecke

	 
	Name:
	Stephen C. Mecke

	 
	Title:
	Authorized Officer
	 
	 

	 
	 

	 
	 

	 
	PARENT:

	 
	 

	 
	STAG INDUSTRIAL, INC.,

	 
	a Maryland corporation

	 
	 

	 
	By:
	/s/ Stephen C. Mecke

	 
	Name:
	Stephen C. Mecke

	 
	Title:
	Chief Operating Officer and
	 
	 

	 
	 
	Executive Vice President
	 
	 






STAG 2017 Term Loan Agreement









	
				
	 
	 
	BANK OF AMERICA, N.A.,

	 
	 
	as the Administrative Agent and a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ Andrew Blomstedt

	 
	 
	Name:
	Andrew Blomstedt

	 
	 
	Title:
	Senior Vice President






STAG 2017 Term Loan Agreement









	
				
	 
	 
	CAPITAL ONE, NATIONAL ASSOCIATION,

	 
	 
	a Co-Syndication Agent and individually as s a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ Frederick H. Denecke

	 
	 
	Name:
	Frederick H. Denecke

	 
	 
	Title:
	Senior Vice President






STAG 2017 Term Loan Agreement







	
				
	 
	 
	PNC BANK NATIONAL ASSOCIATION,

	 
	 
	as a Co-Syndication Agent and individually as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ John R. Roach, Jr.

	 
	 
	Name:
	John R. Roach, Jr.

	 
	 
	Title:
	Vice President






STAG 2017 Term Loan Agreement







	
				
	 
	 
	ROYAL BANK OF CANADA,

	 
	 
	as a Co-Syndication Agent and individually as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ Sheena Lee

	 
	 
	Name:
	Sheena Lee

	 
	 
	Title:
	Authorized Signatory








STAG 2017 Term Loan Agreement







	
				
	 
	 
	WELLS FARGO BANK, NATIONAL

	 
	 
	ASSOCIATION,

	 
	 
	as a Co-Syndication Agent and individually as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ D. Bryan Gregory

	 
	 
	Name:
	D. Bryan Gregory

	 
	 
	Title:
	Director








STAG 2017 Term Loan Agreement







	
				
	 
	 
	BRANCH BANKING AND TRUST COMPANY,

	 
	 
	as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ Mark Edwards

	 
	 
	Name:
	Mark Edwards

	 
	 
	Title:
	Senior Vice President








STAG 2017 Term Loan Agreement







	
				
	 
	 
	CITIBANK, N.A.,

	 
	 
	as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ John C. Rowland

	 
	 
	Name:
	John C. Rowland

	 
	 
	Title:
	Vice President








STAG 2017 Term Loan Agreement







	
				
	 
	 
	RAYMOND JAMES BANK, N.A.,

	 
	 
	as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ Matt Stein

	 
	 
	Name:
	Matt Stein

	 
	 
	Title:
	Vice President








STAG 2017 Term Loan Agreement







	
				
	 
	 
	REGIONS BANK,

	 
	 
	as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ Paul E. Burgan

	 
	 
	Name:
	Paul E. Burgan

	 
	 
	Title:
	Vice President








STAG 2017 Term Loan Agreement







	
				
	 
	 
	TD BANK, N.A.,

	 
	 
	as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ Rory Desmond

	 
	 
	Name:
	Rory Desmond

	 
	 
	Title:
	Vice President








STAG 2017 Term Loan Agreement







	
				
	 
	 
	U.S. BANK NATIONAL ASSOCIATION,

	 
	 
	as a Lender

	 
	 
	 
	 

	 
	 
	By:
	/s/ Robert H. Kaufman

	 
	 
	Name:
	Robert H. Kaufman

	 
	 
	Title:
	Vice President, Relationship Manager








STAG 2017 Term Loan Agreement








SCHEDULE 2.01
COMMITMENTS AND APPLICABLE PERCENTAGES
	
						
	Lender
	Commitment
	Applicable Percentage

	Bank of America, N.A.
	

	$30,000,000
	

	20.00
	%

	Capital One, National Association
	

	$15,000,000
	

	10.00
	%

	PNC Bank, National Association
	

	$15,000,000
	

	10.00
	%

	Royal Bank of Canada
	

	$15,000,000
	

	10.00
	%

	Wells Fargo Bank, National Association
	

	$15,000,000
	

	10.00
	%

	Branch Banking and Trust Company
	

	$10,000,000
	

	6.67
	%

	Citibank, N.A.
	

	$10,000,000
	

	6.67
	%

	Raymond James Bank, N.A.
	

	$10,000,000
	

	6.67
	%

	Regions Bank
	

	$10,000,000
	

	6.67
	%

	TD Bank, N.A.
	

	$10,000,000
	

	6.67
	%

	U.S. Bank National Association
	

	$10,000,000
	

	6.67
	%

	Total
	

	$150,000,000
	

	100.00
	%
























SCHEDULE 4.01


INITIAL UNENCUMBERED PROPERTIES


	
					
	STAG III Albion, LLC
	1105 Weber Road; 907 Weber Road; 
600 South 7th Street; 1514 Progress 
Drive;  1515, 1545 and 
1563 East State Road 8;
	Albion
	IN
	46701

	 
	811 Commerce Drive
	Kendallville
	IN
	46755

	STAG IV Alexandria, LLC
	4750 County  Road 13 NE
	Carlos
	MN
	56308

	STAG Allentown, LLC
	7132 Daniels Drive
	Allentown
	PA
	18106

	STAG III Arlington L.P.
	3311 Pinewood Drive
	Arlington
	TX
	76010

	STAG Arlington 2, L.P.
	401 N. Great Southwest Parkway
	Arlington
	TX
	76011

	STAG Avon, LLC
	60 Security Drive
	Avon
	CT
	06001

	STAG IV Belfast, LLC
	21 Schoodic Drive
	Belfast
	ME
	04915

	STAG Belvidere I, LLC
	1701 Industrial Court
	Belvidere
	IL
	61008

	STAG Belvidere II, LLC
	1805 Industrial Court
	Belvidere
	IL
	61008

	STAG Belvidere III, LLC
	725 Landmark Drive
	Belvidere
	IL
	61008

	STAG Belvidere IV, LLC
	888 Landmark Drive
	Belvidere
	IL
	61008

	STAG Belvidere V, LLC
	3915 Morreim Drive and 3925 Morreim Drive
	Belvidere
	IL
	61008

	STAG Belvidere VI, LLC
	725 & 729 Logistics Drive
	Belvidere
	IL
	61008

	STAG Belvidere VII, LLC
	795 Landmark Drive
	Belvidere
	IL
	61008

	STAG Belvidere VIII, LLC
	857  Landmark Drive
	Belvidere
	IL
	61008

	STAG Belvidere 10, LLC
	3458 Morreim Drive
	Belvidere
	IL
	61008

	STAG Belvidere IX, LLC
	984 Landmark Drive
	Belvidere
	IL
	61008

	STAG Biddeford, LLC
	1 Baker’s Way
	Biddeford
	ME
	04007

	STAG III Boardman, LLC
	365 McClurg Rd. and 8401 Southern Blvd.
	Boardman
	OH
	44512

	STAG Buena Vista, LLC
	3200 Green Forest Avenue
	Buena Vista
	VA
	24416

	STAG Buffalo, LLC
	1236-50 William Street
	Buffalo
	NY
	14206

	STAG Burlington, LLC
	6 Campus Drive
	Burlington
	NJ
	08016

	STAG Burlington 2, LLC
	1900 River Road
	Burlington
	NJ
	08016

	STAG Calhoun, LLC
	103 Enterprise Drive
	Calhoun
	GA
	30701

	STAG Camarillo 1, LP
	3001 East Mission Oaks Blvd
	Camarillo
	CA
	93012

	STAG Camarillo 2, LP
	3175 East Mission Oaks Blvd
	Camarillo
	CA
	93012

	STAG Chatanooga 1, LLC
	1100 Wilsom Street
	Chattanooga
	TN
	37406

	STAG Chattanooga 2, LLC
	1800 Crutchfield Street
	Chattanooga
	TN
	37406

	STAG IV Cheektowaga, LLC
	40-60 Industrial Parkway
	Cheektowaga
	NY
	14227

	STAG III Chesterfield, LLC
	50271, 50371, 50501 and
50900  E. Russell Schmidt
	Chesterfield
	MI
	48051

	STAG Chester, LLC
	2001 Ware Bottom Spring Road
	Chester
	VA
	23836

	STAG Chicopee, LLC
	2189 Westover Road
	Chicopee
	MA
	01022

	STAG Chippewa Falls, LLC
	911 Kurth Road and 1406 Lowater Road
	Chippewa Falls
	WI
	54729





















	
					
	STAG III Cincinnati, LLC
	1011 Glendale Milford Road
	Cincinnati
	OH
	45215

	STAG Clinton, LLC
	1330 Carden Farm Drive
	Clinton
	TN
	37716

	STAG Columbus, LLC
	3900-3990 Business Park Drive
	Columbus
	OH
	43204

	STAG Columbia, LLC
	185 McQueen Street
	Columbia
	SC
	29172

	STAG Dallas, LLC
	351 Thomas  D. Murphy Drive
	Dallas
	GA
	30132

	STAG IV Danville, LLC
	1707 Shorewood Drive and
	LaGrange
	GA
	30240

	 
	1355 Lebanon Road
	Danville
	KY
	40422

	STAG III Daytona Beach, LLC
	530 Fentress Boulevard
	Daytona Beach
	FL
	32114

	STAG Dayton 2, LLC
	2815 S. Gettysburg Ave.
	Dayton
	OH
	45424

	STAG DeKalb, LLC
	1085 Peace Road
	DeKalb
	IL
	60115

	STAG De Pere, LLC
	2191 American Boulevard
	De Pere
	WI
	54115

	STAG Duncan, LLC
	110 Hidden Lakes Circle and 
112 Hidden Lakes Circle
	Duncan
	SC
	29334

	STAG East Windsor
	24 Thompson Road
	East Windsor
	CT
	06088

	STAG Edgefield, LLC
	One Tranter Drive
	Edgefield
	SC
	29824

	STAG Elizabethtown, LLC
	11 and 33 Industrial Road
	Elizabethtown
	PA
	17022

	STAG III Elkhart, LLC
	53105 Marina Drive and 
23590 County Road 6
	Elkhart
	IN
	46514

	STAG El Paso 1, LP
	1601 Northwestern Drive
	El Paso
	TX
	79912

	STAG El Paso 2, LP
	6500 N. Desert Blvd.
	El Paso
	TX
	79912

	STAG El Paso 3, LP
	1550 Northwestern
	El Paso
	TX
	79912

	STAG El Paso 4, LP
	1701 Northwestern Drive
	El Paso
	TX
	79912

	STAG El Paso 5, LP
	1701 Northwestern
	El Paso
	TX
	79912

	STAG El Paso, LP
	47 Butterfield Circle
	El Paso
	TX
	79906

	STAG East Troy, LLC
	2761 Buell Drive
	East Troy
	WI
	53120

	STAG Erlanger, LLC
	1500 Interstate Drive
	Erlanger
	KY
	41018

	STAG Fairborn, LLC
	1340 E Dayton Yellow Springs Road
	Fairborn
	OH
	45324

	STAG Fairfield 3, LLC
	4275 Thunderbird Lane
	Fairfield
	OH
	45014

	STAG III Farmington, LLC
	5786 Collett Road
	Farmington
	NY
	14425

	STAG Fort Wayne, LLC
	3424 Centennial Drive
	Fort Wayne
	IN
	46808

	STAG Franklin, LLC
	2001 Commerce Parkway
	Franklin
	IN
	46131

	STAG Gahanna, LLC
	1120 Morrison Road
	Gahanna
	OH
	43230

	STAG Garland, LP
	2901 W. Kingsley Road
	Garland
	TX
	75041

	STAG Garland 2, LP
	3502 Regency Crest Drive
	Garland
	TX
	75041

	STAG Germantown, LLC
	11900 N. River Lane
	Germantown
	WI
	53022

	STAG Golden, LLC
	16200 Table Mountain Parkway
	Golden
	CO
	80403

	STAG Grand Junction, LLC
	2139 Bond Street
	Grand Junction
	CO
	81505

	STAG Grand Rapids, LLC
	5050 Kendrick Court Drive
	Grand Rapids
	MI
	49512

	STAG Greenville, LLC
	201 South Park Drive
	Greenville
	SC
	29607

	STAG Greer, LLC
	149 Metro Court
153 Metro Court
154 Metro Court
169 Metro Court
	Greer
	SC
	29650























	
					
	STAG Gurnee 2, LLC
	3818 Grandville Avenue
	Gurnee
	IL
	60031

	STAG Gurnee, LLC
	3800 Swanson Court
	Gurnee
	IL
	60031

	STAG Hampstead, LLC
	630 Hanover Pike
	Hampstead
	MD
	21074

	STAG Harrisonburg, LLC
	4500 Early Road
	Harrisonburg
	VA
	22801

	STAG Harvard, LLC
	875 West Diggins Street
	Harvard
	IL
	60033

	STAG Hazelwood, LLC
	7525 Hazelwood Avenue
	Hazelwood
	MO
	63042

	STAG Hebron, LLC
	2151 Southpark Drive
	Hebron
	KY
	41018

	STAG III Holland, LLC
	414 East 40th Street
	Holland
	MI
	49423

	STAG Houston 2, L.P.
	4949 Windfern Road
	Houston
	TX
	77041

	STAG Houston 3, LP
	12614 Hempstead Highway
	Houston
	TX
	77092

	STAG Houston 4, LP
	1020 Rankin Road
	Houston
	TX
	77073

	STAG Idaho Falls, LLC
	3900 South American Way
	Idaho Falls
	ID
	83402

	STAG Industrial Holdings, LLC
	1726 Blackhawk Drive
	West Chicago
	IL
	 

	STAG Industrial Holdings, LLC
	4075 Blue Ridge Industrial Pkwy
	Norcross
	GA
	 

	STAG Industrial Holdings, LLC
	2001 Centre Avenue
	Reading
	PA
	 

	STAG Industrial Holdings, LLC
	111 Southchase Boulevard
	Greenville
	SC
	 

	STAG Industrial Holdings, LLC
	1043 Global Avenue
	Graniteville
	SC
	 

	STAG Industrial Hodlings, LLC
	128 Crews Drive
	Columbia
	SC
	 

	STAG Industrial Holdings, LLC
	2151 and 2201 Cabot Blvd. West
	Langhorne
	PA
	 

	STAG Industrial Holdings, LLC
	7500 Tank Avenue
	Warren
	MI
	 

	STAG Industrial Holdings, LLC
	400 Lukens Drive
	New Castle
	DE
	 

	STAG Industrial Holdings, LLC
	35 Otis Street
	Westborough
	MA
	 

	STAG Industrial Holdings, LLC
	5300 Kennedy Road
	Forest Park
	GA
	 

	STAG Industrial Holdings, LLC
	5345 Old Dixie Highway
	Forest Park
	GA
	 

	STAG Industrial Holdings, LLC
	47 Market Street
	Gardiner
	ME
	 

	STAG Industrial Holdings, LLC
	121 Wheeler Court
	Langhorne
	PA
	 

	STAG Industrial Holdings, LLC
	3900 Gantz Road
	Grove City
	OH
	 

	STAG Industrial Holdings, LLC
	16231 Lone Elm Road
	Olathe
	KS
	 

	STAG Industrial Holdings, LLC
	4949 Southwest 20th St.
	Oklahoma City
	OK
	 

	STAG Industrial Holdings, LLC
	321 Foster Ave
	Wood Dale
	IL
	 

	STAG Industrial Holdings, LLC
	9625 55th Street
	Kenosha
	WI
	 

	STAG Industrial Holdings, LLC
	1800 Bruning Drive
	Itasca
	IL
	 

	STAG Industrial Holdings, LLC
	Lot 2, Bruning Drive
	Itasca
	IL
	 

	STAG Industrial Holdings, LLC
	500 W. North Shore Drive
	Hartland
	WI
	 

	STAG Industrial Holdings, LLC
	1 American Eagle Plaza
	Earth City
	MO
	 

	STAG Industrial Holdings, LLC
	5675 North Blackstone Road
	Spartanburg
	SC
	 

	STAG Industrial Holdings, LLC
	222 Old Wire Road
	West Columbia
	SC
	 

	STAG Industrial Holdings, LLC
	1300 Northwest Avenue
	West Chicago
	IL
	 

	STAG Industrial Holdings, LLC
	1400 Northwest Avenue
	West Chicago
	IL
	 

	STAG Industrial Holdings, LLC
	1450 Northwest Avenue
	West Chicago
	IL
	 

	STAG Industrial Holdings, LLC
	1270 Nuclear Drive
	West Chicago
	IL
	 

	STAG Industrial Holdings, LLC
	1145 & 1149 Howard Drive
	West Chicago
	IL
	 

	STAG Industrial Holdings, LLC
	505-507 Stokely Drive
	DeForest
	WI
	 





















	
					
	STAG Industrial Holdings, LLC
	4300 Alatex Road
	Montgomery
	AL
	 

	STAG Industrial Holdings, LLC
	9696 International Blvd.
	West Chester
	OH
	 

	STAG Industrial Holdings, LLC
	610 Kelsey Court
	West Columbia
	SC
	 

	STAG Industrial Holdings, LLC
	6688 93rd Avenue-N
	Brooklyn Park
	MN
	 

	STAG Industrial Holdings, LLC
	4 Craftsman Road
	East Windsor
	CT
	 

	STAG Industrial Holdings, LLC
	775 Whittaker Road
	Jacksonville
	FL
	 

	STAG Industrial Holdings, LLC
	9601 North Main Street
	Jacksonville
	FL
	 

	STAG Industrial Holdings, LLC
	550 Gun Club Road
	Jacksonville
	FL
	 

	STAG Industrial Holdings, LLC
	555 Zoo Parkway
	Jacksonville
	FL
	 

	STAG Industrial Holdings, LLC
	17-20 Veronica Avenue
	Franklin Township
	NJ
	 

	STAG Industrial Holdings, LLC
	40 Pepes Farm Road
	Milford
	CT
	 

	STAG Industrial Holdings, LLC
	26801 Fargo Avenue
	Bedford Heights
	OH
	 

	STAG Industrial Holdings, LLC
	12100 Inkster Road
	Redford
	MI
	 

	STAG Industrial Holdings, LLC
	13301 Stephens Road
	Warrant
	MI
	 

	STAG Industrial Holdings, LLC
	3751 Sunset Avenue
	Waukegan
	IL
	 

	STAG Industrial Holdings, LLC
	50 Peachview Blvd.
	Gaffney
	SC
	 

	STAG Industrial Holdings, LLC
	2800 Concorde Drive
	Dayton
	OH
	 

	STAG Industrial Holdings, LLC
	775 Logistics Drive
	Belvidere
	IL
	 

	STAG Industrial Holdings, LLC
	2055 Dublin Drive
	San Diego
	CA
	 

	STAG Industrial Holdings, LLC
	9601 Woodend Road
	Edwardsville
	KS
	 

	STAG Industrial Holdings, LLC
	1 Gateway Blvd.
	Pedricktown
	NJ
	 

	STAG Industrial Holdings, LLC
	125 Richwood Road
	Walton
	KY
	 

	STAG Industrial Holdings, LLC
	1953 Lanston Street
	Rock Hill
	SC
	 

	STAG Industrial Holdings, LLC
	2300 Sweeney Drive
	Clinton
	PA
	 

	STAG Industrial Holdings, LLC
	1100 Paramount Parkway
	Batavia
	IL
	 

	STAG Industrial Holdings, LLC
	5 Sterling Drive
	Wallingford
	CT
	 

	STAG Industrial Holdings, LLC
	2761 Hildebrandt Street
	Romulus
	MI
	 

	STAG Jackson, LLC
	1094 Flex Drive
	Jackson
	TN
	38301

	STAG Janesville, LLC
	2929 Venture Drive
	Janesville
	WI
	53546

	STAG Jefferson City, LLC
	1400 Flat Gap Road
	Jefferson City
	TN
	37760

	STAG Kansas City 2, LLC
	1508 North Chouteau Trafficway
	Kansas City
	MO
	64120

	STAG Kentwood, LLC
	4070 East Paris Avenue
	Kentwood
	MI
	49512

	STAG Knoxville 2, LLC
	2525 Quality Lane
	Knoxville
	TN
	37931

	STAG Lancaster, LLC
	2919 Old Tree Road
	Lancaster
	PA
	17603

	STAG Lansing 2, LLC
	2780 Sanders Road
	Lansing
	MI
	48917

	STAG Lansing 4, LLC
	2051 South Canal Road
	Lansing
	MI
	48917

	STAG Laurens, LLC
	103 Cherry Blossom Drive
	Laurens
	SC
	29360

	STAG Lebanon, LLC
	1 Keystone Drive
	So. Lebanon
	PA
	17042

	STAG Lenexa, LLC
	14000 Marshall Drive
	Lenexa
	KS
	66215

	STAG III Lewiston, LLC
	19 Mollison Way
	Lewiston
	ME
	04240

	STAG Libertyville 1, LLC
	1755 N. Butterfield Road
	Libertyville
	IL
	60048

	STAG Libertyville 2, LLC
	1795 N. Butterfield Road
	Libertyville
	IL
	60048





















	
					
	STAG Londonderry, LLC
	29 Jack's Bridge Road/Clark Rd
	Londonderry
	NH
	03053

	STAG Longmont, LLC
	6303 Dry Creek Parkway
	Longmont
	CO
	80503

	STAG Loudon, LLC
	1700 Elizabeth Lee Parkway
	Loudon
	TN
	37774

	STAG Macedonia, LLC
	1261 E. Highland Road
	Macedonia
	OH
	44056

	STAG Machesney Park, LLC
	7166 Greenlee Drive
	Machesney Park
	IL
	61011

	STAG III Malden, LLC
	219 and 243 Medford Street
	Malden
	MA
	02148

	STAG Marion 2, LLC
	6301 North Gateway Drive
	Marion
	IA
	52302

	STAG Marshall, LLC
	1511 George Brown Drive
	Marshall
	MI
	49068

	STAG Mascot, LLC
	2122 Holston Bend Drive
	Mascot
	TN
	37806

	STAG Mascot 2, LLC
	9575 Commission Drive
	Mascot
	TN
	37806

	STAG III Mason, LLC
	800 Pennsylvania Ave
	Salem
	OH
	44460

	STAG Mason 3, LLC
	7258 Innovation Way
	Mason
	OH
	45040

	STAG III Mayville, LLC
	605 Fourth Street
	Mayville
	WI
	53050

	STAG Mechanicsburg 1, LLC
	6350 Brackbill Blvd.
	Mechanicsburg
	PA
	17050

	STAG Mechanicsburg 2, LLC
	6 Doughten Road
	New Kingston
	PA
	17072

	STAG Mechanicsburg 3, LLC
	245 Salem Church Road
	Mechanicsburg
	PA
	17050

	STAG Montgomery, LLC
	2001 Baseline Road
	Montgomery
	IL
	60538

	STAG Murfreesboro, LLC
	540 New Salem Road
	Murfreesboro
	TN
	37129

	STAG Nashua, LLC
	80 Northwest Boulevard
	Nashua
	NH
	03063

	STAG Nashville, LLC
	3258 Ezell Pike
	Nashville
	TN
	37211

	STAG III Newark, LLC
	111 Pencader Drive and 113 Pencader Drive
	Newark
	DE
	19702

	STAG NC Holdings, LP
	4000 Westinghouse Blvd.
	Charlotte
	NC
	28273

	STAG NC Holdings, LP
	913 Airport Road
	Salisbury
	NC
	28144

	STAG New Berlin, LLC
	5600 S. Moorland Road
	New Berlin
	WI
	53151

	STAG New Hope, LLC
	5520 North Highway 169
	New Hope
	MN
	55428

	STAG Norton, LLC
	202 Souh Washington St.
	Norton
	MA
	02766

	STAG GI New Jersey, LLC
	190 Strykers Road and
	Lopatcong
	NJ
	08865

	 
	251 Circle Drive North
	Piscataway
	NJ
	08854

	STAG North Haven, LLC
	300 Montowese Avenue
	North Haven
	CT
	06473

	STAG North Jackson 2, LLC
	500 South Bailey Road
	North Jackson
	OH
	44451

	STAG Novi 2, LLC
	25250 Regency Drive
	Novi
	MI
	48375

	STAG Oakwood Village, LLC
	26350 E Broadway Avenue
	Oakwood Village
	OK
	44146

	STAG Ocala, LLC
	650 Southwest 27th Avenue
	Ocala
	FL
	32861

	STAG Orlando 2, LLC
	1854 Central Florida Parkway
	Orlando
	FL
	32837

	STAG Orlando, LLC
	7050 Overland Road
	Orlando
	FL
	32810

	STAG III Pensacola, LLC
	1301 North Palofax Street
	Pensacola
	FL
	32501

	STAG Phoenix, LLC
	4135East Cotton Blvd
	Phoenix
	AZ
	85040

	STAG Piedmont 1, LLC
	1100 Piedmont Highway
	Piedmont
	SC
	29673

	STAG Piedmont 2, LLC
	1102 Piedmont Highway
	Piedmont
	SC
	29673

	STAG Piedmont 3, LLC
	1104 Piedmont Highway
	Piedmont
	SC
	29673

	STAG Pineville, LLC
	10519 Industrial Drive
	Pineville
	NC
	28134





















	
					
	STAG Plymouth 2, LLC
	14835 Pilot Drive
	Plymouth
	MI
	48170

	STAG III Pocatello, LLC
	805 North Main Street
	Pocatello
	ID
	83204

	STAG Portage, LLC
	725 George Nelson Drive
	Portage
	IN
	46368

	STAG Portland 2, LLC
	3150 Barry Drive
	Portland
	TN
	37148

	STAG Portland, LLC
	125 Industrial Way
	Portland
	ME
	04103

	STAG III Rapid City, LLC
	1400 Turbine Drive
	Rapid City
	SD
	57703

	STAG Reading, LLC
	171-173 Tuckerton Road
	Muhlenberg Township
	PA
	19605

	STAG Reno, LLC
	9025 Moya Blvd.
	Reno
	NV
	89506

	STAG Rockwall, L.P.
	3400 Discovery Blvd.
	Rockwall
	TX
	75032

	STAG Rogers 2, LLC
	1101 Easy Street
	Rogers
	AR
	72756

	STAG Sauk Village, LLC
	21399 Torrence Avenue
	Sauk Village
	IL
	60411

	STAG Savage, LLC
	14399 Huntington Avenue
	Savage
	MN
	55378

	STAG Savannah, LLC
	1086 Oracal Parkway
	Savannah
	GA
	31308

	STAG III Sergeant Bluff, LLC
	102 Sergeant Square Drive
	Sergeant Bluff
	IA
	51054

	STAG IV Seville, LLC
	5160 & 5180 Greenwich Road
	Seville
	OH
	44273

	STAG Shannon, LLC
	212 Burlington Drive
	Shannon
	GA
	30172

	STAG South Holland, LLC
	16750 South Vincennes Road
	South Holland
	IL
	60473

	STAG Shreveport, LLC
	7540 West Bert Kouns Industrial
	Shreveport
	LA
	71129

	STAG Simpsonville, LLC
	101 Harrison Bridge Road and
103  Harrison Bridge Road
	Simpsonville
	SC
	29681

	STAG Smyrna, LLC
	3500 Highlands Parkway
	Smyrna
	GA
	30082

	STAG South Bend, LLC
	3310 William Richardson Court
	South Bend
	IN
	46628

	STAG 5101 South Council Road, LLC
	5101 South Council Road
	Oklahoma City
	OK
	73179

	STAG Sparks 2, LLC
	325 E. Nugget Avenue
	Sparks
	MD
	89436

	STAG Spartanburg, LLC
	150-160 National Avenue
	Spartanburg
	SC
	29303

	STAG Spartanburg 3, LLC
	950 Brisack Road
	Spartanburg
	SC
	29303

	STAG Springfield, LLC
	1000 Titus Road
	Springfield
	OH
	45502

	STAG Statham, LLC
	1965 Statham Drive
	Statham
	GA
	30666

	STAG Stoughton 1, LLC
	12 Campanelli Parkway
	Stoughton
	MA
	02072

	STAG Stoughton 2, LLC
	100 Campanelli Parkway
	Stoughton
	MA
	02072

	STAG Strongsville, LLC
	12930 Darice Parkway
	Strongsville
	OH
	44149

	STAG IV Sun Prairie, LLC
	1615 Commerce Drive
	Sun Prairie
	WI
	53590

	STAG Toledo, LLC
	1800 Jason Street
	Toledo
	OH
	43611

	STAG Tulsa, LLC
	11607 East 43rd Street
	Tulsa
	OK
	74146

	STAG III Twinsburg, LLC
	7990 Bavaria Road
	Twinsburg
	OH
	44087

	STAG TX Holdings, LP
	1650 S. Highway 67
	Cedar Hill
	TX
	75104

	STAG TX Holdings, LP
	7300 Airport Blvd.
	Houston
	TX
	77061

	STAG TX Holdings, LP
	1610 Cornerway Boulevard
	San Antonio
	TX
	78219

	STAG TX Holdings, LP
	13808 Humphrey Road
	Laredo
	TX
	78040

	STAG TX Holdings, LP
	868 Pear Street
	Houston
	TX
	 

	STAG TX Holdings, LP
	13627 West Hardy Road
	Houston
	TX
	 

	STAG TX Holdings, LP
	14620 Henry Road
	Houston
	TX
	 



















	
					
	STAG Visalia, LP
	2500 N. Plaza Drive
	Visalia
	CA
	93292

	STAG IV Waco, L.P.
	101 Apron Road
	Waco
	TX
	76705

	STAG West Allis, LLC
	2077, 2207, 2145 & 2025 S. 114th St.
	West Allis
	WI
	53227

	STAG West Chester, LLC
	4700 Muhlhauser Road
	Hamilton
	OH
	45011

	STAG Williamsport, LLC
	3300 Wahoo Drive
	Williamsport
	PA
	17701

	STAG Woodstock, LLC
	1005 Courtaulds Drive
	Woodstock
	IL
	60098

	STAG III Youngstown LLC
	300 Spencer Mattingly Lane
	Bardstown
	KY
	40004

	STAG Yorkville, LLC
	13900 West Grandview Parkway
	Yorkville
	WI
	53126






















SCHEDULE 6.06


LITIGATION


None.


















SCHEDULE 6.09


ENVIRONMENTAL MATTERS


None.


















SCHEDULE 6.13
SUBSIDIARIES, 
OTHER EQUITY INTERESTS AND SUBSIDIARY GUARANTORS




Part (a).    All Subsidiaries of the Parent and the Borrower.


Parent:


Direct Subsidiaries (percentages reflect the Parent ownership interest):


STAG Industrial GP, LLC (100%)
Borrower (95.22% of the limited partnership interests as of 09/30/16) 
Indirect Subsidiaries:
All held through Borrower


Borrower:


Direct Subsidiaries (100% ownership by the Borrower unless noted otherwise):


STAG Industrial Management, LLC (99% - remaining 1% owned by STAG TRS, LLC) 
STAG Industrial Holdings, LLC
STAG Industrial Holdings II, LLC 
STAG Investments Holdings III, LLC 
STAG Investments Holdings IV, LLC 
STAG GI Investments Holdings, LLC 
STAG Industrial TRS, LLC
STAG NC GP, LLC


Indirect Subsidiaries:


STAG III Albion, LLC
STAG III Arlington, L.P. 
STAG III Boardman, LLC 
STAG III Chesterfield, LLC 
STAG III Cincinnati, LLC 
STAG III Daytona Beach, LLC 
STAG III Elkhart, LLC
STAG III Farmington, LLC 
STAG III Holland, LLC


Note:  Subsidiaries in italics not included as Subsidiary Guarantors















STAG III Lewiston, LLC
STAG III Malden, LLC 
STAG III Mason, LLC
STAG III Mayville, LL
STAG III Newark, LLC
STAG III Pensacola, LLC 
STAG III Pocatello, LLC 
STAG III Rapid City, LLC 
STIR Investments GP III, LLC 
STAG III Sergeant Bluff, LLC 
STAG III Twinsburg, LLC 
STAG III Youngstown, LLC 
STAG IV Alexandria, LLC 
STAG IV Belfast, LLC
STAG IV Cheektowaga, LLC 
STAG IV Danville, LLC 
STAG IV Seville, LLC 
STAG IV Sun Prairie, LLC 
STAG IV Waco, L.P.
STIR Investments GP IV, LLC 
STAG GI Charlotte, LLC 
STAG GI Cleveland, LLC 
STAG GI Goshen, LLC
STAG GI Madison, LLC 
STAG GI Mooresville, LLC 
STAG GI New Jersey, LLC 
STAG GI O’Fallon, LLC
STAG GI Rogers, LLC 
STAG GI Salem, LLC
STAG GI Streetsboro, LLC 
STAG GI Vonore, LLC 
STAG GI Walker, LLC 
STIR Lansing, LLC
STAG Louisville, LLC 
STAG Fort Worth, LP 
STAG TX GP, LLC
STAG North Jackson, LLC 
STAG Gloversville 1, LLC 
STAG Gloversville 2, LLC 
STAG Gloversville 4, LLC 
STAG Johnstown 1, LLC 
STAG Johnstown 2, LLC 
STAG Johnstown 3, LLC 
STAG Johnstown 4, LLC 
STAG Ware Shoals, LLC 
STAG Greenwood 1, LLC 
STAG Greenwood 2, LLC 
STAG Holland 3, LLC 
STAG Independence, LLC 
STAG Lafayette 1, LLC 
STAG Lafayette 2, LLC















STAG Lafayette 3, LLC 
STAG Lansing 3, LLC 
STAG Marion, LLC 
STAG Novi, LLC 
STAG O'Hara, LLC
STAG Phenix City, LLC 
STAG Sterling Heights, LLC 
STAG Wichita 1, LLC
STAG Wichita 2, LLC 
STAG Wichita 4, LLC 
STAG Arlington 2, L.P. 
STAG TX GP 2, LLC 
STAG Avon, LLC
STAG Buffalo, LLC
STAG Chippewa Falls, LLC 
STAG Edgefield, LLC 
STAG  Franklin,  LLC 
STAG Lansing 2, LLC 
STAG Orlando, LLC
STAG Pineville, LLC 
STAG Portland 2, LLC 
STAG Reading, LLC 
STAG Rogers 2, LLC 
STAG South Bend, LLC 
STAG Spartanburg, LLC 
STAG Portage, LLC 
STAG Jackson, LLC 
STAG El Paso, LP
STIR Investments GP, LLC 
STAG Simpsonville, LLC 
STAG Dallas, LLC
STAG De Pere, LLC
STAG Duncan, LLC 
STAG Buena Vista, LLC 
STAG Gurnee, LLC 
STAG Kansas City 2, LLC 
STAG Chicopee, LLC 
STAG Montgomery, LLC 
STAG Smyrna, LLC 
STAG Statham, LLC 
STAG Harrisonburg, LLC 
STAG Toledo, LLC 
STAG Woodstock, LLC 
STAG Columbia, LLC 
STAG Golden, LLC 
STAG Dekalb, LLC 
STAG Ocala, LLC
STAG Marion 2, LLC 
STAG Londonderry, LLC 
STAG Houston 2, L.P. 
STAG Idaho Falls, LLC















STAG Williamsport, LLC 
STAG Kentwood, LLC 
STAG Marshall, LLC 
STAG Belvidere I, LLC 
STAG Belvidere II, LLC 
STAG Belvidere III, LLC 
STAG Belvidere IV, LLC 
STAG Belvidere V, LLC 
STAG Belvidere VI, LLC 
STAG Belvidere VII, LLC 
STAG Belvidere VIII, LLC 
STAG Belvidere IX, LLC 
STAG Nashville, LLC 
STAG New Berlin, LLC 
STAG Hampstead, LLC 
STAG New Hope, LLC 
STAG Springfield, LLC 
STAG Orlando 2, LLC
STAG North Jackson 2, LLC 
STAG Shannon, LLC
STAG Lansing 4, LLC 
STAG Harvard, LLC 
STAG Sauk Village, LLC 
STAG South Holland, LLC 
STAG  Mascot,  LLC 
STAG Janesville, LLC 
STAG Allentown, LLC 
STAG Nashua, LLC 
STAG Strongsville, LLC 
STAG Columbus, LLC 
STAG Savannah, LLC 
STAG Garland, LP
STAG West Chester, LLC 
STAG Calhoun, LLC 
STAG Hebron, LLC 
STAG Houston 3, LP 
STAG East Troy, LLC 
STAG Jefferson City, LLC 
STAG Savage, LLC 
STAG El Paso 1, LP 
STAG El Paso 2, LP 
STAG El Paso 3, LP 
STAG El Paso 4, LP
STAG Chester, LLC
STAG Mechanicsburg 1, LLC 
STAG Mechanicsburg 2, LLC 
STAG Mechanicsburg 3, LLC 
STAG Mason 3, LLC
STAG Longmont, LLC 
STAG Lenexa, LLC 
STAG Reno, LLC















STAG Fort Wayne, LLC 
STAG Murfreesboro, LLC 
STAG Gurnee 2, LLC 
STAG Germantown, LLC 
STAG Elizabethtown, LLC 
STAG Camarillo 1, LP 
STAG Camarillo 2, LP 
STAG CA GP, LLC
STAG Spartanburg 3, LLC 
STAG Houston 4, LP 
STAG Burlington, LLC 
STAG Greenville, LLC 
STAG North Haven, LLC 
STAG Plymouth 2, LLC
STAG Oakwood Village, LLC 
STAG Stoughton 1, LLC 
STAG Stoughton 2, LLC
STAG 5101 South Council Road, LLC 
STAG Knoxville 2, LLC
STAG Clinton, LLC 
STAG Fairborn, LLC 
STAG El Paso 5, LP
STAG Phoenix, LLC
STAG Machesney Park, LLC 
STAG Macedonia, LLC 
STAG Novi 2, LLC
STAG Grand Junction, LLC 
STAG Tulsa, LLC
STAG Chattanooga 1, LLC 
STAG Chattanooga 2, LLC 
STAG Libertyville 1, LLC 
STAG Libertyville 2, LLC 
STAG Greer, LLC
STAG Piedmont 1, LLC 
STAG Piedmont 2, LLC 
STAG Piedmont 3, LLC 
STAG Belvidere 10, LLC 
STAG Shreveport, LLC 
STAG Dayton 2, LLC 
STAG West Allis, LLC 
STAG Loudon, LLC 
STAG Garland 2, LP 
STAG Laurens, LLC 
STAG Lancaster, LLC 
STAG Grand Rapids, LLC 
STAG Burlington 2, LLC 
STAG Biddeford, LLC 
STAG Fairfield 3, LLC 
STAG Mascot 2, LLC 
STAG Erlanger, LLC 
STAG Gahanna, LLC















STAG Norton, LLC 
STAG Visalia, LP 
STAG NC Holdings, LP 
STAG TX Holdings, LP 
STAG Rock Hill 2, LLC 
STAG Sparks 2, LLC 
STAG Hazelwood, LLC 
STAG Portland, LLC
STAG East Windsor, LLC 
STAG Yorkville, LLC 
STAG Rockwall, L.P. 
STAG Lebanon, LLC















Part (b).    Other Equity Investments of the Parent and the Borrower.


None.


Part (c).    Subsidiary Guarantors.




Direct Subsidiaries of the Parent and the Borrower:


	
					
	 
	STAG Industrial Holdings, LLC
	 
	100% owned by Borrower
	 

	 
	STAG Investments Holdings III, LLC
	 
	100% owned by Borrower
	 

	 
	STAG Investments Holdings IV, LLC
	 
	100% owned by Borrower
	 

	 
	STAG GI Investments Holdings, LLC
	 
	100% owned by Borrower
	 

	 
	STAG NC GP, LLC
	 
	100% owned by Borrower
	 








Indirect Subsidiaries:


		
	(i)
	100% owned by STAG Investments Holdings III, LLC unless noted:




STAG III Albion, LLC
STAG III Arlington, L.P. (99.5%) (STIR Investments GP III, LLC - 0.5% ownership) 
STAG III Boardman, LLC
STAG III Chesterfield, LLC 
STAG III Cincinnati, LLC
STAG III Daytona Beach, LLC 
STAG III Elkhart, LLC
STAG III Farmington, LLC 
STAG III Holland, LLC 
STAG III Lewiston, LLC 
STAG III Malden, LLC 
STAG III Mason, LLC
STAG III Mayville, LLC 
STAG III Newark, LLC
STAG III Pensacola, LLC 
STAG III Pocatello, LLC 
STAG III Rapid City, LLC 
STIR Investments GP III, LLC 
STAG III Sergeant Bluff, LLC 
STAG III Twinsburg, LLC 
STAG III Youngstown, LLC




		
	(ii)
	100% owned by STAG Investments Holdings IV, LLC unless noted:




STAG IV Alexandria, LLC STAG IV Belfast, LLC STAG IV Cheektowaga, LLC 
STAG IV Danville, LLC STAG IV Seville, LLC 
STAG IV Sun Prairie, LLC
STAG IV Waco, LP (99.5%) (STIR Investments GP IV, LLC - 0.5% ownership) 
STIR Investments GP IV, LLC

















		
	(iii)
	100% owned by STAG GI Investments Holdings, LLC:




STAG GI New Jersey, LLC




		
	(iv)
	100% owned by STAG Industrial Holdings, LLC unless noted:




STAG Arlington 2, L.P. (100%) 
STAG TX GP 2, LLC
STAG Avon, LLC
STAG Buffalo, LLC
STAG Chippewa Falls, LLC 
STAG Edgefield, LLC 
STAG Franklin, LLC
STAG Lansing 2, LLC 
STAG Orlando, LLC 
STAG Pineville, LLC 
STAG Portland 2, LLC 
STAG Reading, LLC 
STAG Rogers 2, LLC 
STAG South Bend, LLC 
STAG Spartanburg, LLC 
STAG Portage, LLC 
STAG Jackson, LLC
STAG El Paso, LP (99.5%) (STIR Investments GP, LLC - 0.5% ownership) 
STIR Investments GP, LLC
STAG Simpsonville, LLC 
STAG Dallas, LLC 
STAG De Pere, LLC
STAG Duncan, LLC 
STAG Buena Vista, LLC 
STAG Gurnee, LLC 
STAG Kansas City 2, LLC 
STAG Chicopee, LLC 
STAG Montgomery, LLC 
STAG Smyrna, LLC 
STAG Statham, LLC 
STAG Harrisonburg, LLC 
STAG Toledo, LLC 
STAG Woodstock, LLC 
STAG Columbia, LLC 
STAG Golden, LLC 
STAG DeKalb, LLC
STAG Ocala, LLC 
STAG Marion 2, LLC
STAG Londonderry, LLC
STAG Houston 2, L.P.  (99.5%) (STAG TX GP 2, LLC - 0.5% ownership)
STAG Idaho Falls, LLC 
STAG Williamsport, LLC 
STAG Kentwood, LLC 
STAG Marshall, LLC 
STAG Belvidere I, LLC 
STAG Belvidere II, LLC 
STAG Belvidere III, LLC















STAG Belvidere IV, LLC 
STAG Belvidere V, LLC 
STAG Belvidere VI, LLC 
STAG Belvidere VII, LLC
STAG Belvidere VIII, LLC 
STAG Belvidere IX, LLC 
STAG Nashville, LLC 
STAG New Berlin, LLC 
STAG Hampstead, LLC 
STAG New Hope, LLC 
STAG Springfield, LLC 
STAG Orlando 2, LLC 
STAG North Jackson 2, LLC 
STAG Shannon, LLC
STAG Lansing 4, LLC 
STAG Harvard, LLC 
STAG Sauk Village, LLC 
STAG South Holland, LLC 
STAG Mascot, LLC
STAG Janesville, LLC 
STAG Allentown, LLC 
STAG Nashua, LLC 
STAG Strongsville, LLC 
STAG Columbus, LLC 
STAG Savannah, LLC
STAG Garland, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership) 
STAG West Chester, LLC
STAG Calhoun, LLC 
STAG Hebron, LLC
STAG Houston 3, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership)
STAG East Troy, LLC 
STAG Jefferson City, LLC 
STAG Savage, LLC
STAG El Paso 1, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership) 
STAG El Paso 2, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership) 
STAG El Paso 3, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership) 
STAG El Paso 4, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership)
STAG Chester, LLC
STAG Mechanicsburg 1, LLC 
STAG Mechanicsburg 2, LLC 
STAG Mechanicsburg 3, LLC 
STAG Mason 3, LLC
STAG Longmont, LLC 
STAG Lenexa, LLC 
STAG Reno, LLC
STAG Fort Wayne, LLC 
STAG Murfreesboro, LLC 
STAG Gurnee 2, LLC 
STAG Germantown, LLC 
STAG Elizabethtown, LLC
STAG Camarillo 1, LP (99.5%) (STAG TX CA, LLC - 0.5% ownership) 
STAG Camarillo 2, LP (99.5%) (STAG TX CA, LLC - 0.5% ownership) 
STAG CA GP, LLC
STAG Spartanburg 3, LLC
STAG Houston 4 LP (99.5%) (STAG TX GP2, LLC - 0.5% ownership) 
STAG Burlington, LLC















STAG Greenville, LLC 
STAG North Haven, LLC 
STAG Plymouth 2, LLC
STAG Oakwood Village, LLC 
STAG Stoughton 1, LLC 
STAG Stoughton 2, LLC
STAG 5101 South Council Road, LLC 
STAG Knoxville 2, LLC
STAG Clinton, LLC 
STAG Fairborn, LLC
STAG El Paso 5, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership)
STAG Phoenix, LLC
STAG Machesney Park, LLC 
STAG Macedonia, LLC 
STAG Novi 2, LLC
STAG Grand Junction, LLC 
STAG Tulsa, LLC
STAG Chattanooga 1, LLC 
STAG Chattanooga 2, LLC 
STAG Libertyville 1, LLC 
STAG Libertyville 2, LLC 
STAG Greer, LLC
STAG Piedmont 1, LLC 
STAG Piedmont 2, LLC 
STAG Piedmont 3, LLC 
STAG Belvidere 10, LLC 
STAG Shreveport, LLC 
STAG Dayton 2, LLC 
STAG West Allis, LLC 
STAG Loudon, LLC
STAG Garland 2, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership)
STAG Laurens, LLC 
STAG Lancaster, LLC 
STAG Grand Rapids, LLC 
STAG Burlington 2, LLC 
STAG Biddeford, LLC 
STAG Fairfield 3, LLC 
STAG Mascot 2, LLC 
STAG Erlanger, LLC 
STAG Gahanna, LLC 
STAG Norton, LLC 
STAG Visalia, LP
STAG TX Holdings, LP (99.5%) (STAG TX GP 2, LLC - 0.5% ownership) 
STAG Sparks 2, LLC
STAG Hazelwood, LLC 
STAG Portland, LLC 
STAG East Windsor, LLC 
STAG Yorkville, LLC
STAG Rockwall, L.P. (99.5%) (STAG TX GP 2, LLC - 0.5% ownership)
STAG Lebanon, LLC


		
	(v)
	Owned by STAG NC GP, LLC:




STAG NC Holdings, LP (99.5%) (STAG NC GP, LLC - 0.5% ownership)


















SCHEDULE 6.18
INTELLECTUAL PROPERTY MATTERS


None.


















SCHEDULE 8.01
EXISTING LIENS


None.


















SCHEDULE 8.13


Existing Indebtedness


	
							
	Loan
	Balance (in millions) as of December 31, 2016
	Balance (in millions) as of March 31, 2017
	Balance (in millions) as of June 30, 2017
	Interest Rate Type
	

Interest Rate as of March 31,
2017
	Maturity Date

	Wells Fargo Bank, N.A. Unsecured Revolving Credit Facility
	28.0
	71.0
	130.00
	VARIABLE
	LIBOR + 1.15%
	12/18/19

	Union Fidelity Life Insurance, Co. (Hazelwood)
	5.4
	0
	0
	FIXED
	5.81%
	04/30/17

	Webster Bank N.A. (Portland)
	2.9
	0
	0
	FIXED
	3.66%
	05/29/17

	Webster Bank N.A. (East Windsor)
	3.1
	0
	0
	FIXED
	3.64%
	05/31/17

	Connecticut General Life Insurance Company (Tranche 1)
	35.3
	35.2
	35.0
	FIXED
	6.50%
	02/01/18

	Connecticut General Life Insurance Company (Tranche 2)
	36.9
	36.7
	36.5
	FIXED
	5.75%
	02/01/18

	Connecticut General Life Insurance Company (Tranche 3)
	16.1
	16.1
	16.0
	FIXED
	5.88%
	02/01/18

	Wells Fargo Bank, N.A. Unsecured Term Loan A
	150.0
	150.0
	150.0
	VARIABLE
	LIBOR + 1.30%
	03/31/22

	Wells Fargo Bank, N.A. Unsecured Term Loan B
	150.0
	150.0
	150.0
	VARIABLE
	LIBOR + 1.30%
	03/21/21

	Wells Fargo Bank, N.A. Unsecured Term Loan C
	150.0
	150.0
	150.0
	VARIABLE
	LIBOR + 1.30%
	09/29/20

	Wells Fargo Bank, N.A. (CMBS loan)
	56.6
	56.2
	55.8
	FIXED
	4.31%
	12/01/22

	Wells Fargo Bank, N.A. (CMBS Yorkville)
	4.0
	4.0
	0
	FIXED
	5.90%
	08/01/17

	Thrivent Financial for Lutherans (Rock Hill 2)
	4.0
	4.0
	4.0
	FIXED
	4.78%
	12/15/23

	Series A Unsecured Notes
	50.0
	50.0
	50.0
	FIXED
	4.98%
	10/01/24

	Series B Unsecured Notes
	50.0
	50.0
	50.0
	FIXED
	4.98%
	07/01/26

	Series C Unsecured Notes
	80.0
	80.0
	80.0
	FIXED
	4.42%
	12/30/26

	Series D Unsecured Notes
	100.0
	100.0
	100.0
	FIXED
	4.32%
	02/20/25

	Series E Unsecured Notes
	20.0
	20.0
	20.0
	FIXED
	4.42%
	02/20/27

	Series F Unsecured Notes
	100.0
	100.0
	100.0
	FIXED
	3.98%
	01/05/23

	Total
	$1,042.3
	$1,073.2
	$1,127.3
	 
	 
	 






		
	(1)
	The above amounts are principal amounts only and do not include any unamortized fair market value premiums.




















SCHEDULE 11.02


ADMINISTRATIVE AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES


PARENT AND BORROWER:


c/o  STAG Industrial, Inc. 
One Federal Street, 23rd Floor 
Boston, Massachusetts 02110
Attention: Jeffrey M. Sullivan, Esq. 
Telephone: 617-936-1343
Telecopier: 617-574-0052
Electronic Mail: jsullivan@stagindustrial.com 
Website Address: stagindustrial.com
U.S. Taxpayer Identification Number for the Parent: 27-3099608
U.S. Taxpayer Identification Number for the Borrower: 27-1536464 


with a copy to:


DLA Piper LLP (US)
33 Arch Street, 26th Floor 
Boston, MA  02110 
Attention: John Sullivan, Esq. 
Telephone: 617-406-6000
Telecopier: 617-406-6100
Electronic Mail:john.sullivan@dlapiper.com


ADMINISTRATIVE AGENT:


The Administrative Agent’s Office
(for payments and Requests for Credit Extensions):


Bank of America, N.A. 
225 Franklin Street
MA1 225 02 04
Boston, MA 02110 
Attention: Andrew Rosen
Telephone No.: (617) 346 4241
Telecopy No.: (617) 346 5025 


with copies to:


Bank of America, N.A. 
225 Franklin Street
MA1 225 02 04
Boston, MA 02110
Attention: Andrew R. Blomstedt 
Telephone No.: (617) 346 3491
Telecopy No.: (617) 346 5025


















SCHEDULE RO




	
		
	Chief Executive Officer/President
	Benjamin S. Butcher

	Chief Financial Officer
	William R. Crooker

	Chief Operating Officer
	Stephen C. Mecke

	Controller
	Jaclyn Paul

	Secretary
	Jeffrey M. Sullivan

	Assistant Secretary
	Alan H. Simmons






















EXHIBIT A


FORM OF DRAW REQUEST
[Borrower’s Letterhead]


TO:    BANK OF AMERICA, N.A. (“Lender”)
DATE         


BORROWER    STAG Industrial Operating Partnership, L.P.


FOR PERIOD ENDING      


In accordance with the Term Loan Agreement in the amount of $150,000,000 dated July 28, 2017 (the “Agreement”), among STAG Industrial Operating Partnership, L.P. (the “Borrower”), STAG Industrial, Inc., a Maryland corporation and the sole member of the sole general partner of the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent:


		
	A.
	Borrower requests a [Committed Borrowing of Committed Loans][a conversion or continuation of Committed Loans] in the amount of $________________________.  Such amount should be credited as set forth in Borrower Remittance Instructions.




		
	B.
	Borrower requests the [Committed Borrowing of Committed Loans][a conversion or continuation of Committed Loans]: 




		
	a.
	On ____________________________ (a Business Day).


		
	b.
	Comprised of ________________________________.


[Type of Loan requested]
		
	c.
	For LIBOR Loans:  with an Interest Period of [one (1)][two (2)][three (3)][six (6)] month(s).




The Borrowing, if any, requested herein complies with the applicable provisions of Section 2.01 of the Agreement.






AUTHORIZED PERSON/SIGNER:
____________________________________    Dated: ______________________




















EXHIBIT B
FORM OF NOTE
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to [____________] or its registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Committed Loan from time to time made by the Lender to the Borrower under that certain Term Loan Agreement, dated as of July [28], 2017 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, STAG Industrial, Inc., a Maryland corporation and the sole member of the sole general partner of the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent.
The Borrower promises to pay interest on the unpaid principal amount of each Committed Loan from the date of such Committed Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Note is also entitled to the benefits of the Guaranties.  Upon the occurrence and continuation of one or more of the Events of Default specified in Section 9.01 of the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  Committed Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Committed Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
*******















	
					
	 
	BORROWER:

	 
	 

	 
	STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership

	 
	 

	 
	By:
	STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner

	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 
	 
	 

	 
	 























COMMITTED LOANS AND PAYMENTS WITH RESPECT THERETO
	
							
	Date
	Type of Loan Made
	Amount of Loan Made
	End of Interest Period
	Amount of Principal or Interest Paid This Date
	Outstanding Principal Balance This Date
	Notation Made By

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   

	   
	   
	   
	   
	   
	   
	   
























EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: _______, ____
To:    Bank of America, N.A., as the Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Term Loan Agreement, dated as of July [28], 2017 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), STAG Industrial, Inc., a Maryland corporation and the sole general partner of the Borrower (the “Parent”), the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                  of the Parent, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent, for itself and as general partner of the Borrower, and that:
[Use the following paragraph 1 for fiscal year-end financial statements]
1.    The Parent has delivered the year-end audited financial statements required by Section 7.01(a) of the Agreement for the fiscal year of the Parent ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use the following paragraph 1 for fiscal quarter-end financial statements]
1.    The Parent has delivered the unaudited financial statements required by Section 7.01(b) of the Agreement for the fiscal quarter of the Parent ended as of the above date.  Such financial statements fairly present the financial condition, results of operations and cash flows of the Companies in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2.    The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Companies during the accounting period covered by such financial statements.
3.    A review of the activities of the Companies during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Companies performed and observed all of their Obligations under the Loan Documents, and
[select one:]
[during such fiscal period each Company has performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]
--or--
[during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]















4.    The representations and warranties of the Parent and the Borrower contained in Article VI of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Section 6.05(b) shall be deemed to refer to the most-recent statements furnished pursuant to Section 7.01(b) of the Agreement, in each case, including the statements delivered in connection with this Compliance Certificate.
5.    The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Certificate.















IN WITNESS WHEREOF, the undersigned has executed this Certificate as of             , 20__.
	
					
	 
	BORROWER:

	 
	 

	 
	STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership

	 
	 

	 
	By:
	STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner

	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 
	 
	 

	 
	 

	 
	 

	 
	PARENT:

	 
	 

	 
	STAG INDUSTRIAL, INC.,

	 
	a Maryland corporation

	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 
	 
	 



























For the Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 1 
to the Compliance Certificate  
($ in 000’s)
	
				
	I.   Section 8.14(a) – Maximum Consolidated Leverage Ratio.
	 
	 

	A.   Consolidated Total Debt as of the Statement Date:
	$   
	 

	B.   Total Asset Value as of the Statement Date (See Schedule 2):
	$   
	 

	C.   Consolidated Leverage Ratio (Line I.A divided by Line I.B):
	   %
	 

	      Maximum permitted:
	60
	%
	1 

	II.   Section 8.14(b) – Maximum Secured Leverage Ratio.
	 
	 

	A.   Secured Indebtedness of Parent and its Subsidiaries as of the Statement Date:
	$   
	 

	B.   Total Asset Value as of the Statement Date (See Schedule 2):
	$   
	 

	C.   Secured Leverage Ratio (Line II.A divided by Line II.B):
	   %
	 

	      Maximum permitted:
	40%
	 

	III.   Section 8.14(c) – Maximum Unencumbered Leverage Ratio.
	 
	 

	A.   Unsecured Indebtedness of Parent and its Subsidiaries as of the Statement Date:
	$   
	 

	B.   Unencumbered Asset Value as of the Statement Date (See Schedule 2):
	$   
	 

	C.   Unencumbered Leverage Ratio (Line III.A divided by Line III.B):
	   %
	 

	      Maximum permitted:
	60
	%
	2 

	IV.   Section 8.14(d) – Maximum Secured Recourse Debt.
	 
	 

	A.   Secured Indebtedness which is Recourse Indebtedness with respect to the Borrower, as of the Statement Date:
	

$   
	 

	B.   Total Asset Value as of the Statement Date (See Schedule 2):
	$   
	 

	C.   Secured Recourse Debt Ratio (Line IV.A divided by Line IV.B):
	

   %
	 

	      Maximum permitted:
	7.5%
	 

	V.   Section 8.14(e) – Minimum Fixed Charge Ratio.
	 
	 




1   Provided that, if any Material Acquisition shall occur and the Consolidated Leverage Ratio shall have been less than sixty percent (60%) for at least one full fiscal quarter immediately preceding the proposed Consolidated Leverage Ratio Covenant Holiday, then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 7.02(a) of the Agreement, and provided that no Default or Event of Default shall have occurred and be continuing, the maximum Consolidated Leverage Ratio covenant level shall be increased to sixty-five (65%) for the fiscal quarter in which such Material Acquisition is consummated and the three (3) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition is consummated (any such increase a “Consolidated Leverage Ratio Covenant Holiday”); provided further that not more than two (2) Consolidated Leverage Ratio Covenant Holidays may be elected by the Borrower during the term of the Agreement.
2  Provided that, if any Material Acquisition shall occur and the Unencumbered Leverage Ratio shall have been less than sixty percent (60%) for at least one full fiscal quarter immediately preceding the proposed Unencumbered Leverage Ratio Covenant Holiday, then, at the election of the Borrower upon delivery of prior written notice to the Administrative Agent, concurrently with or prior to the delivery of a Compliance Certificate pursuant to Section 7.02(a) of the Agreement, and provided that no Default or Event of Default shall have occurred and be continuing, the maximum Unencumbered Leverage Ratio covenant level shall be increased to sixty-five (65%) for the fiscal quarter in which such Material Acquisition is consummated and the three (3) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition is consummated (any such increase an “Unencumbered Leverage Ratio Covenant Holiday”); provided further that not more than two (2) Unencumbered Leverage Ratio Covenant Holidays may be elected by the Borrower during the term of the Agreement.















	
		
	A.   Consolidated EBITDA for the fiscal quarter ending on the Statement Date (the “Subject Period”), annualized (See Schedule 2):
	$   

	B.   Consolidated Fixed Charges for the Subject Period, annualized (See Schedule 2):
	$   

	C.   Fixed Charge Ratio (Line V.A. divided by Line V.B):
	    to 1

	      Minimum required:
	1.5 to 1.0

	VI.   Section 8.14(f) – Minimum Unsecured Interest Coverage Ratio.
	 

	A.   Unencumbered Adjusted NOI (See Schedule 2):
	$   

	B.   Unsecured Interest Expense (See Schedule 2):
	$   

	C.   Unsecured Interest Coverage Ratio (Line VI.A divided by Line VI.B):
	$   

	      Minimum required:
	1.75 to 1.00

	VII.   Section 8.14(g) – Minimum Tangible Net Worth.
	 

	A.   $996,305,000:
	$   

	B.   Net proceeds of Equity Issuances received by the Parent or the Borrower after December 18, 2014 to the Statement Date (other than proceeds received within ninety (90) days after the redemption, retirement or repurchase of ownership or equity interests in the Borrower or the Parent, up to the amount paid by the Borrower or the Parent in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that neither the Borrower nor the Parent shall have increased its Net Worth as a result of any such proceeds) multiplied by 75%:
	$   

	C.   Minimum Tangible Net Worth (Line VII.A plus Line VII.B):
	$   

	D   Tangible Net Worth as of the Statement Date:
	$   

	E.   [Excess][Deficiency] for covenant compliance (Line VII.D minus Line VII.C):
	$   

























For the Quarter/Year ended ___________________(“Statement Date”)
SCHEDULE 2 
to the Compliance Certificate  
($ in 000’s)
CALCULATION OF TOTAL ASSET VALUE, UNENCUMBERED ASSET VALUE, CONSOLIDATED EBITDA, CONSOLIDATED FIXED CHARGES, UNENCUMBERED ADJUSTED NOI, UNSECURED INTEREST EXPENSE, ETC.
(all in accordance with the definition for such term 
as set forth in the Agreement)


[Provide Various Calculations]






















EXHIBIT D-1
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (the “Term Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Term Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all such outstanding rights and obligations of [the Assignor][the respective Assignors] under the Commitment described below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Term Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
1.    Assignor[s]:                            
                                
2.    Assignee[s]:                            
                                


		
	 1
	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the second bracketed language.


		
	 2
	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second bracketed language.


		
	 
	3    Select as appropriate.


4    Include bracketed language if there are either multiple Assignors or multiple Assignees. 
 

















[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
3.    Borrower:    STAG Industrial Operating Partnership, L.P., a Delaware limited partnership
4.    Administrative Agent: Bank of America, N.A., as the administrative agent under the Term Loan Agreement
5.    Term Loan Agreement:     Term Loan Agreement, dated as of July [28], 2017 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Term Loan Agreement”), among the Borrower, STAG Industrial, Inc., Maryland corporation (the “Parent”), the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent
6.    Assigned Interest[s]:
	
							
	Assignor[s]5
	Assignee[s]6
	Aggregate 
Amount of 
Commitment/ Loans 
for all Lenders7
	Amount of Commitment/ Loans Assigned
	Percentage 
Assigned of 
Commitment/ Loans8
	CUSIP 
Number

	 
	 
	$______
	$______
	______%


	 

	 
	 
	$______
	$______
	______%
	 

	 
	 
	$______
	$______
	______%
	 

	 
	 
	 
	 
	 
	 
	 




[7.    Trade Date:    __________________]9 
Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
	
				
	 
	 
	ASSIGNOR

	 
	 
	 

	 
	 
	[NAME OF ASSIGNOR]

	 
	 
	 
	 

	 
	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	 




     
5    List each Assignor, as appropriate.
		
	 
	6    List each Assignee, as appropriate.


		
	7
	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.


		
	 
	8    Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


		
	9
	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.





















	
				
	 
	 
	ASSIGNEE

	 
	 
	 

	 
	 
	[NAME OF ASSIGNEE]

	 
	 
	 
	 

	 
	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	 





















[Consented to and]10 Accepted:
BANK OF AMERICA, N.A., 
as the Administrative Agent


	
		
	By:
	 

	Name:
	 

	Title:
	 






10     To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement.

















[Consented to:]11 


	
				
	BORROWER:

	 

	STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership

	 

	By:
	STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner

	 

	By:
	 

	Name:
	 

	Title:
	Authorized Officer
	 
	 

	 






11     To be added only if the consent of Borrower and/or other Parties is required by the terms of the Term Loan Agreement.

















ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.    Representations and Warranties.
1.1.    Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2.    Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the Term Loan Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Term Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most-recent financial statements delivered pursuant to Sections 7.01(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
2.    Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.
3.    General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.















EXHIBIT D-2
FORM OF ADMINISTRATIVE QUESTIONNAIRE
(Attached)















Administrative Details Questionnaire


Borrower: STAG Industrial Operating Partnership, L.P., a Delaware limited partnership       
         
	
				
	Agent Address:
	Bank of America, N.A.
	Return form to:
	 

	 
	Loan Service Operations
	Telephone:
	 

	 
	 
	Facsimile:
	 

	 
	 
	E-mail:
	 

	 
	Attn:
	Email   Cc:
	 

	 

	It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. 






Legal Name of Lender to appear in Documentation:                         
Signature Block Information:                                         


               Signing Term Loan Agreement:                      Yes                      No
              Coming in via Assignment:                      Yes                      No


Type of Lender:                     
(Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle or Other, please specify)


Taxpayer ID Number:     _____________________
Foreign Entity:    Yes                   No ________ 
	
	
	 

	Country of Origin          ________________






(If yes, please complete and return appropriate FOREIGN IRS Form [usually Form W-8BEN or W-ECI])















	
				
	Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc.

	 
	Primary Credit Contact
	 
	Secondary Credit Contact

	Name:
	 
	 
	 

	Title:
	 
	 
	 

	Address:
	 
	 
	 

	 
	 
	 
	 

	Telephone:
	 
	 
	 

	Facsimile:
	 
	 
	 

	E-Mail Address:
	 
	 
	 

	

Name:
	 
	 
	 

	Title:
	 
	 
	 

	Address:
	 
	 
	 

	 
	 
	 
	 

	Telephone:
	 
	 
	 

	Facsimile:
	 
	 
	 

	E-Mail Address:
	 
	 
	 

	 
	Primary Operations Contact
	 
	Secondary Operations Contact

	Name:
	 
	 
	 

	Title:
	 
	 
	 

	Address:
	 
	 
	 

	 
	 
	 
	 

	Telephone:
	 
	 
	 

	Facsimile:
	 
	 
	 

	E-Mail Address:
	 
	 
	 

	

Name:
	 
	 
	 

	Title:
	 
	 
	 

	Address:
	 
	 
	 

	 
	 
	 
	 

	Telephone:
	 
	 
	 

	Facsimile:
	 
	 
	 

	E-Mail Address:
	 
	 
	 



















PLEASE COMPLETE FOR ANY ELECTRONIC DISTRIBUTION CONTACTS (In addition to contacts listed above).


	
				
	Name:
	 
	 
	 

	Working Title:
	 
	 
	 

	Address:
	 
	 
	 

	 
	 
	 
	 

	Telephone:
	 
	 
	 

	E-Mail Address:
	 
	 
	 

	Access Level
Operational or Credit:
	 
	 
	 



















	
		
	Lender’s Domestic Wire Instructions

	Bank Name:
	 

	City and State:
	 

	ABA/Routing No.:
	 

	Account Name:
	 

	Account No.:
	 

	FFC Account Name:
	 

	FFC Account No.:
	 

	Attention:
	 

	Reference:
	 






	
		
	Lender’s Foreign Wire Instructions (please include wiring instructions for EACH currency as applicable)

	Bank Name:
	 

	ABA/Routing No.:
	 

	Account Name:
	 

	Account No.:
	 

	FFC Account Name:
	 

	FFC Account No.:
	 

	Attention:
	 

	Reference:
	 

	SWIFT:
	 

	Country of Origin:
	 






___________________________, hereby authorizes Bank of America, N.A. to rely on the payment instructions contained in this Administrative Details Form.


By: _____________________________


Its: ______________________________



















	
		
	Agent’s Wire Instructions

	Bank Name:
	 

	City and State:
	 

	ABA/Routing No.:
	 

	Account Name:
	 

	Account No.:
	 

	FFC Account Name:
	 

	FFC Account No.:
	 

	Attention:
	 

	Reference:
	 



















TAX REPORTING INFORMATION (PLEASE REVIEW THE INFORMATION BELOW AND SUBMIT THE APPROPRIATE IRS TAX FORM ALONG WITH THIS COMPLETED ADMINISTRATIVE DETAILS QUESTIONNAIRE).


Tax Documents


U.S. DOMESTIC INSTITUTIONS: 
If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. 


		
	•
	Attach Form W-9 for current Tax Year


		
	•
	Confirm Tax ID Number: 




FOREIGN INSTITUTIONS:


I. Corporations: 
If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution:
 
a.) Form W8BEN (Certificate of Foreign Status of Beneficial Owner), 
b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business),
c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency). 


A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted. 


		
	•
	Attach Form W-8 for current Tax Year


		
	•
	Confirm Tax ID Number: 




II. Flow-Through Entities: 
If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. 


		
	•
	Attach Form W-8 for current Tax Year


		
	•
	Confirm Tax ID Number: 




Pursuant to the language contained in the tax section of the Term Loan Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding.


















EXHIBIT E
FORM OF BORROWER REMITTANCE INSTRUCTIONS
(Attached)


















EXHIBIT F-1
FORM OF PARENT GUARANTY
(Attached)









EXECUTION VERSION
PARENT GUARANTY AGREEMENT
THIS PARENT GUARANTY AGREEMENT (this “Guaranty”) is executed as of July 28, 2017, by STAG INDUSTRIAL, INC., a Maryland corporation, (“Guarantor”), for the benefit of the Credit Parties (defined below).
RECITALS:  
A.STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (“Borrower”) may, from time to time, be indebted to the Credit Parties pursuant to (i) that certain Term Loan Agreement dated of even date herewith (as amended, modified, supplemented, or restated from time to time, the “Term Loan Agreement”), among the Borrower, the Guarantor, the Lenders now or hereafter party to the Term Loan Agreement (the “Lenders”), and Bank of America, N.A., as Administrative Agent for the benefit of the Lenders (“Administrative Agent”) and (ii) any Swap Contract entered into by any Lender or Affiliate of a Lender (other than any Excluded Swap Obligation) that relates solely to the Obligations (any such Swap Contract, a “Designated Swap Contract”) (Administrative Agent, the Lenders and any Specified Derivatives Providers, together with their respective successors and assigns, are each a “Credit Party,” and collectively the “Credit Parties”). Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Term Loan Agreement.
B.The Guarantor is a limited partner of, and holds Equity Interests in, the Borrower and will benefit from the Credit Parties’ extension of credit to the Borrower.
C.This Guaranty is integral to the transactions contemplated by the Loan Documents and Designated Swap Contracts, and the execution and delivery hereof is a condition precedent to the Credit Parties’ obligations to extend credit to the Borrower under the Loan Documents and Designated Swap Contracts.
NOW, THEREFORE, as an inducement to the Credit Parties to enter into the Term Loan Agreement and to make Loans to the Borrower thereunder and enter into any Designated Swap Contracts, and to extend such credit to the Borrower as the Credit Parties may from time to time agree to extend, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Guarantor hereby guarantees payment of the Guaranteed Obligations (hereinafter defined) and hereby agrees as follows:
Section 1.    NATURE OF GUARANTY. The Guarantor hereby absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations including, without limitation, all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Borrower to the Credit Parties arising under the Term Loan Agreement, the other Loan Documents and Designated Swap Contracts (including, without limitation, all renewals, extensions, modifications, amendments, and restatements thereof and all costs, attorneys’ fees and expenses incurred by any Credit Party in connection with the collection or enforcement thereof) including, without limitation, any and all environmental indemnifications contained in the Loan Documents or Designated Swap Contracts (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty.
Section 2.    NO SETOFF OR DEDUCTIONS; TAXES. The Guarantor represents and warrants that it is incorporated and resident in the United States of America. All payments by the Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes. If the Guarantor must make a payment under this Guaranty, then the Guarantor represents 









and warrants that it will make the payment from its offices located in the United States of America to the Administrative Agent, for the benefit of the Credit Parties, so that no withholding tax is imposed on such payment. Notwithstanding the foregoing, if the Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 2, then the Guarantor shall pay all such taxes to the relevant authority in accordance with applicable law such that each Credit Party, as applicable, receives the sum it would have received had no such deduction or withholding been made and shall also pay to the Administrative Agent, for the benefit of the Credit Parties, on demand, all additional amounts which the Administrative Agent specifies as necessary to preserve the after-tax yield the Credit Parties would have received if such taxes had not been imposed. The Guarantor shall promptly provide the Administrative Agent with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.
Section 3.    NO TERMINATION. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid and performed in full and any commitments of the Credit Parties or facilities provided by the Credit Parties with respect to the Guaranteed Obligations are terminated. All payments under this Guaranty shall be made at the Administrative Agent’s Office in Dollars.
Section 4.    WAIVER OF NOTICES. The Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. The Guarantor further waives presentment, protest, notice, dishonor or default, demand for payment, notice of intent to accelerate, notice of acceleration, and any other notices to which the Guarantor might otherwise be entitled.
Section 5.    NO SUBROGRATION. The Guarantor shall not exercise any right of subrogation, contribution, or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty are indefeasibly paid and performed in full and any commitments of the Credit Parties or facilities provided by the Credit Parties with respect to the Guaranteed Obligations are terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to the Administrative Agent, for the benefit of the Credit Parties, to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.
Section 6.    WAIVER OF SURETYSHIP DEFENSES. The Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of the Guarantor under this Guaranty. The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of the Guarantor hereunder. The Guarantor waives any right to enforce any remedy which the Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantor.
Section 7.    EXHAUSTION OF OTHER REMEDIES NOT REQUIRED. The obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations. The Guarantor waives diligence by any of the Credit Parties and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring any Credit Party to exhaust any right or remedy or to take any action against the Borrower, any other guarantor, or any other person, entity, or property before enforcing this Guaranty against the Guarantor.









Section 8.    REINSTATEMENT. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any portion of the Guaranteed Obligations is revoked, terminated, rescinded, or reduced or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or any other person or entity or otherwise, as if such payment had not been made and whether or not the Administrative Agent is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.
Section 9.    SUBORDINATION. The Guarantor hereby expressly subordinates the payment of all obligations and indebtedness of the Borrower owing to the Guarantor, whether now existing or hereafter arising and whether those obligations are (a) direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, (b) due or to become due to the Guarantor, (c) held by or are to be held by the Guarantor, (d) created directly or acquired by assignment or otherwise, or (e) evidenced in writing (the “Subordinated Debt”) to the indefeasible payment in full of all Guaranteed Obligations. The Guarantor agrees not to accept any payment of such Subordinated Debt from the Borrower if a Default exists. If the Guarantor receives any payment of any Subordinated Debt in violation of the foregoing, then the Guarantor shall hold that payment in trust for the Credit Parties and promptly turn it over to the Administrative Agent, for the benefit of the Credit Parties, in the form received (with any necessary endorsements), to be applied in accordance with the Term Loan Agreement, but without reducing or affecting in any manner the liability of the Guarantor under this Guaranty.
Section 10.    STAY OF ACCELERATION. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, upon the insolvency, bankruptcy, or reorganization of the Borrower or any other person or entity, or otherwise, all such amounts shall nonetheless be payable by the Guarantor immediately upon demand by the Administrative Agent.
Section 11.     INDEMNIFICATION AND EXPENSES.
(a)    The Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties.
(b)    The Guarantor shall pay to the Administrative Agent upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of any Credit Party in any case commenced by or against the Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of the Guarantor under the preceding sentence shall survive termination of this Guaranty.
Section 12.    AMENDMENTS. No amendment, modification, termination, or waiver of any provision of this Guaranty, and no consent to any departure by the Guarantor from the terms and conditions hereof, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Guarantor. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.









Section 13.    NOTICES. Any notice or other communication herein required or permitted to be given shall be in writing and shall be in accordance with the provisions of Section 11.02 of the Term Loan Agreement. All notices or other communications hereunder shall be made to the applicable address, as follows: (i) if addressed to the Borrower or Guarantor then to the address as follows: c/o STAG Industrial, Inc. One Federal Street, 23rd Floor, Boston, Massachusetts 02110 Attention: Jeffrey M. Sullivan, Esq. Telephone No: 617-936-1343, Telecopier No.: 617-574-0052, with a copy to DLA Piper LLP (US), 1251 Avenue of the Americas, New York, New York 10020, Attention: Jamie Knox, Telephone No: 212-335-4500 (ii) if addressed to the Administrative Agent, then to the address as follows: Bank of America, N.A., 225 Franklin Street, MA1 225 02 04, Boston, MA 02110, Attention: Andrew Rosen, Telephone No. (617) 346 4241, with copies to Bank of America, N.A., 225 Franklin Street, MA1 225 02 04, Boston, MA 02110, Attention: Andrew R. Blomstedt, Telephone No.: (617) 346 3491. Any party to this Guaranty may change its address, telecopier or telephone number for notices and other communications in accordance with the terms and provisions set forth in Section 11.02(d) of the Term Loan Agreement.
Section 14.    NO WAIVER; ENFORCEABILITY. No failure by any Credit Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein.
Section 15.    ASSIGNMENT. This Guaranty shall: (a) bind the Guarantor and its successors and assigns, provided that the Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent (and any attempted assignment without such consent shall be void); and (b) inure to the benefit of each of the Credit Parties and their respective successors and assigns and the Credit Parties may, without notice to the Guarantor and without affecting the Guarantor’s obligations hereunder, assign or sell participations in the Guaranteed Obligations and this Guaranty, in whole or in part. The Guarantor agrees that the Credit Parties may disclose to any prospective purchaser and any purchaser of all or part of the Guaranteed Obligations any and all information in the Credit Parties’ possession concerning the Guarantor, this Guaranty, and any security for this Guaranty to the extent permitted under, and in compliance with, the terms of the Term Loan Agreement.
Section 16.    CONDITION OF THE BORROWER. The Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower such information concerning the financial condition, business, and operations of the Borrower as the Guarantor requires, and that no Credit Party shall have any duty, and the Guarantor is not relying on any Credit Party at any time, to disclose to the Guarantor any information relating to the business, operations, or financial condition of the Borrower.
Section 17.    RIGHTS OF SETOFF. If and to the extent any payment is not made when due hereunder, then the Administrative Agent and each other Credit Party (with the prior consent of the Administrative Agent) may setoff and charge from time to time any amount so due against any or all of the Guarantor’s accounts or deposits with the Administrative Agent or such other Credit Party.
Section 18.    OTHER GUARANTEES. Unless otherwise agreed by the Administrative Agent, the applicable Credit Party and the Guarantor in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the Guarantor for the benefit of the Credit Parties or any term or provision thereof.
Section 19. GOVERNING LAW; JURISDICTION; ETC.
(a)GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)SUBMISSION TO JURISDICTION. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY 









APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)WAIVER OF VENUE. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 19(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 OF THE TERM LOAN AGREEMENT PROVIDED THAT, IN THE CASE OF SERVICE ON THE GUARANTOR A COPY IS ALSO DELIVERED TO JEFFREY M. SULLIVAN, GENERAL COUNSEL FOR GUARANTOR (WHOSE CONTACT INFORMATION IS NOTED IN SECTION 13 ABOVE). NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
(e)WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.
Section 20.    COUNTERPARTS. This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Section 21. FINAL AGREEMENT. THIS GUARANTY, THE OTHER LOAN DOCUMENTS AND DESIGNATED SWAP CONTRACTS CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]









IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered as of the date first written above.


	
					
	 
	PARENT:

	 
	 

	 
	STAG INDUSTRIAL, INC.,

	 
	a Maryland corporation

	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 
	 
	 


















EXHIBIT F-2
FORM OF SUBSIDIARY GUARANTY
(Attached)









EXECUTION VERSION
SUBSIDIARY GUARANTY AGREEMENT
THIS SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”) is executed as of July 28, 2017, by EACH OF THE SUBSIDIARIES OF STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), LISTED ON SCHEDULE 1 ATTACHED HERETO or who become a party hereto pursuant to Section 21 below (each a “Guarantor” and collectively, “Guarantors”), for the benefit of the Credit Parties (defined below).
RECITALS:  
A.The Borrower may, from time to time, be indebted to the Credit Parties pursuant to (i) that certain Term Loan Agreement dated of even date herewith (as amended, modified, supplemented, or restated from time to time, the “Term Loan Agreement”), among the Borrower, STAG Industrial, Inc., a Maryland corporation, the sole member of the sole general partner of the Borrower (“Parent”), the Lenders now or hereafter party to the Term Loan Agreement (the “Lenders”), and Bank of America, N.A., as the Administrative Agent for the benefit of the Lenders (“Administrative Agent”) and (ii) any Swap Contract entered into by any Lender or Affiliate of a Lender (other than any Excluded Swap Obligation) that relates solely to the Obligations (any such Swap Contract, a “Designated Swap Contract”) (Administrative Agent, the Lenders and any Specified Derivatives Providers, together with their respective successors and assigns, are each a “Credit Party,” and collectively the “Credit Parties”). Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Term Loan Agreement.
B.Each Guarantor is a Subsidiary of the Borrower and will, directly or indirectly, benefit from the Credit Parties’ extension of credit to the Borrower.
C.This Guaranty is integral to the transactions contemplated by the Loan Documents and Designated Swap Contracts, and the execution and delivery hereof is a condition precedent to the Credit Parties’ obligations to extend credit to the Borrower under the Loan Documents and Designated Swap Contracts.
NOW, THEREFORE, as an inducement to the Credit Parties to enter into the Term Loan Agreement and to make Loans to the Borrower thereunder and enter into any Designated Swap Contracts, and to extend such credit to the Borrower as the Credit Parties may from time to time agree to extend, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Guarantors hereby jointly and severally guarantee payment of the Guaranteed Obligations (hereinafter defined) and hereby agree as follows:
Section 1.    NATURE OF GUARANTY. Each Guarantor hereby absolutely and unconditionally guarantees, jointly and severally, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations (other than Excluded Swap Obligations) including, without limitation, all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Borrower to the Credit Parties arising under the Term Loan Agreement, the other Loan Documents and Designated Swap Contracts (including, without limitation, all renewals, extensions, modifications, amendments, and restatements thereof and all costs, attorneys’ fees and expenses incurred by any Credit Party in connection with the collection or enforcement thereof) including, without limitation, any and all environmental indemnifications contained in the Loan Documents or Designated Swap Contracts (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty.









Section 2.    NO SETOFF OR DEDUCTIONS; TAXES. Each Guarantor represents and warrants that it is formed and resident in the United States of America. All payments by any Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes. If any Guarantor must make a payment under this Guaranty, then such Guarantor represents and warrants that it will make the payment from its offices located in the United States of America to the Administrative Agent, for the benefit of the Credit Parties, so that no withholding tax is imposed on such payment. Notwithstanding the foregoing, if any Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than Excluded Taxes) are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant to this Section 2, then such Guarantor shall pay all such taxes to the relevant authority in accordance with applicable law such that each Credit Party, as applicable, receives the sum it would have received had no such deduction or withholding been made and shall also pay to the Administrative Agent, for the benefit of the Credit Parties, on demand, all additional amounts which the Administrative Agent specifies as necessary to preserve the after-tax yield the Credit Parties would have received if such taxes had not been imposed. The Guarantors shall promptly provide the Administrative Agent with an original receipt or certified copy issued by the relevant authority evidencing the payment of any such amount required to be deducted or withheld.
Section 3.    NO TERMINATION. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid and performed in full and any commitments of the Credit Parties or facilities provided by the Credit Parties with respect to the Guaranteed Obligations are terminated. All payments under this Guaranty shall be made at the Administrative Agent’s Office in Dollars.
Section 4.    WAIVER OF NOTICES. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Each Guarantor further waives presentment, protest, notice, dishonor or default, demand for payment, notice of intent to accelerate, notice of acceleration, and any other notices to which any Guarantor might otherwise be entitled.
Section 5.    NO SUBROGRATION. No Guarantor shall exercise any right of subrogation, contribution, or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty are indefeasibly paid and performed in full and any commitments of the Credit Parties or facilities provided by the Credit Parties with respect to the Guaranteed Obligations are terminated. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to the Administrative Agent, for the benefit of the Credit Parties, to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.
Section 6.    WAIVER OF SURETYSHIP DEFENSES. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.
Section 7.    EXHAUSTION OF OTHER REMEDIES NOT REQUIRED. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations. Each Guarantor waives diligence by any of the Credit Parties and action on delinquency in respect of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring any Credit Party to exhaust 









any right or remedy or to take any action against the Borrower, any other guarantor, or any other person, entity, or property before enforcing this Guaranty against any Guarantor.
Section 8.    REINSTATEMENT. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any portion of the Guaranteed Obligations is revoked, terminated, rescinded, or reduced or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or any other person or entity or otherwise, as if such payment had not been made and whether or not the Administrative Agent is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.
Section 9.    SUBORDINATION. Each Guarantor hereby expressly subordinates the payment of all obligations and indebtedness of the Borrower owing to such Guarantor, whether now existing or hereafter arising and whether those obligations are (a) direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, (b) due or to become due to such Guarantor, (c) held by or are to be held by such Guarantor, (d) created directly or acquired by assignment or otherwise, or (e) evidenced in writing (the “Subordinated Debt”) to the indefeasible payment in full of all Guaranteed Obligations. Each Guarantor agrees not to accept any payment of such Subordinated Debt from the Borrower if a Default exists. If any Guarantor receives any payment of any Subordinated Debt in violation of the foregoing, then such Guarantor shall hold that payment in trust for the Credit Parties and promptly turn it over to the Administrative Agent, for the benefit of the Credit Parties, in the form received (with any necessary endorsements), to be applied in accordance with the Term Loan Agreement, but without reducing or affecting in any manner the liability of any Guarantor under this Guaranty.
Section 10.    INFORMATION. Each Guarantor agrees to furnish promptly to the Administrative Agent any and all financial or other information regarding such Guarantor or its property as the Administrative Agent may reasonably request in writing.
Section 11.    STAY OF ACCELERATION. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, upon the insolvency, bankruptcy, or reorganization of the Borrower or any other person or entity, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Administrative Agent.
Section 12. INDEMNIFICATION AND EXPENSES.
(a)    Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties.
(b)    Each Guarantor shall pay to the Administrative Agent upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of any Credit Party in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 









11, United States Code) or any similar or successor statute. The obligations of the Guarantors under the preceding sentence shall survive termination of this Guaranty.
Section 13.    AMENDMENTS. No amendment, modification, termination, or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor from the terms and conditions hereof, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and each Guarantor. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.
Section 14.    NOTICES. Any notice or other communication herein required or permitted to be given shall be in writing and shall be in accordance with the provisions of Section 11.02 of the Term Loan Agreement. All notices or other communications hereunder shall be made to the applicable address, as follows: (i) if addressed to the Borrower or any Guarantor then to the address as follows: c/o STAG Industrial, Inc., One Federal Street, 23rd Floor, Boston, Massachusetts 02110 Attention: Jeffrey M. Sullivan, Esq. Telephone No: 617-936-1343, Telecopier No.: 617-574-0052, with a copy to DLA Piper LLP (US), 1251 Avenue of the Americas, New York, New York 10020, Attention: Jamie Knox, Telephone No: 212-335-4500 (ii) if addressed to the Administrative Agent, then to the address as follows: Bank of America, N.A., 225 Franklin Street, MA1 225 02 04, Boston, MA 02110, Attention: Andrew Rosen, Telephone No. (617) 346 4241, with copies to Bank of America, N.A., 225 Franklin Street, MA1 225 02 04, Boston, MA 02110, Attention: Andrew R. Blomstedt, Telephone No.: (617) 346 3491. Any party to this Guaranty may change its address, telecopier or telephone number for notices and other communications in accordance with the terms and provisions set forth in Section 11.02(d) of the Term Loan Agreement.
Section 15.    NO WAIVER; ENFORCEABILITY. No failure by any Credit Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein.
Section 16.    ASSIGNMENT. This Guaranty shall: (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent (and any attempted assignment without such consent shall be void); and (b) inure to the benefit of each of the Credit Parties and their respective successors and assigns and the Credit Parties may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign or sell participations in the Guaranteed Obligations and this Guaranty, in whole or in part. Each Guarantor agrees that the Credit Parties may disclose to any prospective purchaser and any purchaser of all or part of the Guaranteed Obligations any and all information in the Credit Parties’ possession concerning any Guarantor, this Guaranty, and any security for this Guaranty to the extent permitted under, and in compliance with, the terms of the Term Loan Agreement.
Section 17.    CONDITION OF BORROWER. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower such information concerning the financial condition, business, and operations of the Borrower as Guarantors require, and that no Credit Party shall have any duty, and the Guarantors are not relying on any Credit Party at any time, to disclose to the Guarantors any information relating to the business, operations, or financial condition of the Borrower.
Section 18.    RIGHTS OF SETOFF. If and to the extent any payment is not made when due hereunder, then the Administrative Agent and each other Credit Party (with the prior consent of the Administrative Agent) may setoff and charge from time to time any amount so due against any or all of the Guarantors’ accounts or deposits with the Administrative Agent or such other Credit Party.
Section 19.    OTHER GUARANTEES. Unless otherwise agreed by the Administrative Agent, the applicable Credit Party and the Guarantors in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the Guarantors for the benefit of the Credit Parties or any term or provision thereof.









Section 20. REPRESENTATIONS AND WARRANTIES; LOAN DOCUMENTS. By execution hereof, each Guarantor covenants and agrees that certain representations, warranties, terms, covenants, and conditions set forth in the Loan Documents and Designated Swap Contracts are applicable by their terms to such Guarantor and shall be imposed upon such Guarantor, and each Guarantor reaffirms that each such representation and warranty is true and correct and covenants and agrees to promptly and properly perform, observe, and comply with each such term, covenant, or condition. Moreover, each Guarantor acknowledges and agrees that this Guaranty is subject to the setoff provisions as noted in Section 18 above in favor of the Credit Parties. In the event the Term Loan Agreement, any other Loan Document or Designated Swap Contract shall cease to remain in effect for any reason whatsoever during any period when any part of the Guaranteed Obligations remains unpaid, such terms, covenants, and agreements of the Term Loan Agreement, such other Loan Document or Designated Swap Contract incorporated herein by this reference and which are, by their terms, made applicable to any Guarantors shall nevertheless continue in full force and effect as obligations of each Guarantor under this Guaranty.
Section 21.    ADDITIONAL GUARANTORS. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.
Section 22.    RELEASE OF GUARANTORS. Subject to the provisions of the Term Loan Agreement, a Guarantor may be released from its obligations under this Guaranty by the Administrative Agent’s execution of a Release of Guaranty in the form of Exhibit B attached hereto. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the release of any other Guarantor hereunder.
Section 23. GOVERNING LAW; JURISDICTION; ETC.
(a)GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)SUBMISSION TO JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)WAIVER OF VENUE. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY 









NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 23(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 OF THE TERM LOAN AGREEMENT PROVIDED THAT, IN THE CASE OF SERVICE ON ANY GUARANTOR A COPY IS ALSO DELIVERED TO JEFFREY SULLIVAN, GENERAL COUNSEL FOR THE BORROWER AND PARENT (WHOSE CONTACT INFORMATION IS NOTED IN SECTION 14 ABOVE). NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
(e)WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 23.
Section 24.    COUNTERPARTS. This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Section 25.     ACKNOWLEDGMENT OF BENEFITS; CONTRIBUTION; EFFECT OF AVOIDANCE PROVISIONS.
(a)Each Guarantor acknowledges that it has received, or will receive, significant financial and other benefits, either directly or indirectly, from the proceeds of the Loans made by the Lenders to the Borrower pursuant to the Term Loan Agreement and the entry by the Borrower into Designated Swap Contracts; that the benefits received by such Guarantor are reasonably equivalent consideration for such Guarantor's execution of this Guaranty; and that such benefits include, without limitation, the access to capital afforded to the Borrower pursuant to the Term Loan Agreement from which the activities of such Guarantor will be supported, the refinancing of certain existing indebtedness of the Borrower and such Guarantor from the proceeds of the Loans, and the ability to refinance that indebtedness at a lower interest rate and otherwise on more favorable terms than would be available to it if the Borrowing Base Properties owned by such Guarantor’s were being financed on a stand-alone basis. Each Guarantor is executing this Agreement and the other Loan Documents in consideration of those benefits received by it.
(b)Each Guarantor hereby agrees as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution from each other Guarantor in accordance with applicable Law. Such contribution rights shall be subordinate and subject in right of payment to the Guaranteed Obligations until such time as the Guaranteed Obligations have been indefeasibly and irrevocably paid in full, and none of the Guarantors shall exercise any such contribution rights until the Guaranteed Obligations have been indefeasibly and irrevocably paid in full.
(c)It is the intent of each Guarantor, the Administrative Agent and the Lenders that in any proceeding under any Debtor Relief Laws, such Guarantor's maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other 









obligations of such Guarantor to the Administrative Agent and the other Lenders under the Loan Documents) to be avoidable or unenforceable against such Guarantor in such proceeding as a result of applicable Laws, including, without limitation, (i) Section 548 of the Bankruptcy Code of the United States and (ii) any state fraudulent transfer or fraudulent conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code of the United States or otherwise. The Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the other Credit Parties under the Loan Documents and Designated Swap Contracts) shall be determined in any such proceeding are referred to herein as “Avoidance Provisions”. Accordingly, to the extent that the obligations of a Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guaranteed Obligations for which such Guarantor shall be liable hereunder shall be reduced to the greater of (A) the amount which, as of the time any of the Guaranteed Obligations are deemed to have been incurred by such Guarantor under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the other Credit Parties under the Loan Documents or Designated Swap Contracts), to be subject to avoidance under the Avoidance Provisions or (B) the amount which, as of the time demand is made hereunder upon such Guarantor for payment on account of the Guaranteed Obligations, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Credit Parties under the Loan Documents and the Designated Swap Contracts), to be subject to avoidance under the Avoidance Provisions. The provisions under this Section are intended solely to preserve the rights of the Administrative Agent and the Lender hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Credit Parties that would not otherwise be available to such Person under the Avoidance Provisions.
Section 26.     FINAL AGREEMENT. THIS GUARANTY, THE OTHER LOAN DOCUMENTS AND DESIGNATED SWAP CONTRACTS CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Section 27.    KEEPWELL. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until termination of this Guaranty in accordance with Section 3 hereof. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party (including the Borrower) that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]











IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered as of the date first written above.
SUBSIDIARY GUARANTORS:


STAG Investments Holdings III, LLC
STAG III Albion, LLC
STAG III Boardman, LLC
STAG III Chesterfield, LLC
STAG III Cincinnati, LLC
STAG III Daytona Beach, LLC
STAG III Elkhart, LLC
STAG III Farmington, LLC
STAG III Holland, LLC
STAG III Lewiston, LLC
STAG III Malden, LLC
STAG III Mason, LLC
STAG III Mayville, LLC
STAG III Newark, LLC
STAG III Pensacola, LLC
STAG III Pocatello, LLC
STAG III Rapid City, LLC
STIR Investments GP III, LLC
STAG III Sergeant Bluff, LLC
STAG III Twinsburg, LLC
STAG III Youngstown, LLC
STAG Investments Holdings IV, LLC
STAG IV Alexandria, LLC
STAG IV Belfast, LLC
STAG IV Cheektowaga, LLC
STAG IV Danville, LLC
STAG IV Seville, LLC
STAG IV Sun Prairie, LLC
STIR Investments GP IV, LLC
STAG GI Investments Holdings, LLC
STAG GI New Jersey, LLC
STAG Industrial Holdings, LLC
STAG TX GP 2, LLC
STAG Avon, LLC
STAG Buffalo, LLC
STAG Chippewa Falls, LLC
STAG Edgefield, LLC
STAG Franklin, LLC
STAG Lansing 2, LLC
STAG Orlando, LLC
STAG Pineville, LLC











STAG Portland 2, LLC 
STAG Reading, LLC 
STAG Rogers 2, LLC 
STAG South Bend, LLC 
STAG Spartanburg, LLC 
STAG Portage, LLC
STAG Jackson, LLC 
STAG El Paso, LP
STIR Investments GP, LLC 
STAG Simpsonville, LLC 
STAG Dallas, LLC
STAG De Pere, LLC 
STAG Duncan, LLC 
STAG Buena Vista, LLC 
STAG Gurnee, LLC
STAG Kansas City 2, LLC 
STAG Chicopee, LLC 
STAG Montgomery, LLC 
STAG Smyrna, LLC 
STAG Statham, LLC 
STAG Harrisonburg, LLC 
STAG Toledo, LLC
STAG Woodstock, LLC 
STAG Columbia, LLC 
STAG Golden, LLC
STAG DeKalb, LLC 
STAG Ocala, LLC
STAG Marion 2, LLC 
STAG Londonderry, LLC 
STAG Idaho Falls, LLC 
STAG Williamsport, LLC 
STAG Kentwood, LLC 
STAG Marshall, LLC 
STAG Belvidere I, LLC 
STAG Belvidere II, LLC 
STAG Belvidere III, LLC 
STAG Belvidere IV, LLC 
STAG Belvidere V, LLC 
STAG Belvidere VI, LLC 
STAG Belvidere VII, LLC 
STAG Belvidere VIII, LLC 
STAG Belvidere IX, LLC 
STAG Nashville, LLC 
STAG New Berlin, LLC 
STAG Hampstead, LLC 
STAG New Hope, LLC 
STAG Springfield, LLC













STAG Orlando 2, LLC
STAG North Jackson 2, LLC
STAG Shannon, LLC
STAG Lansing 4, LLC
STAG Harvard, LLC
STAG Sauk Village, LLC
STAG South Holland, LLC
STAG Mascot, LLC
STAG Janesville, LLC
STAG Allentown, LLC
STAG Nashua, LLC
STAG Strongsville, LLC
STAG Columbus, LLC
STAG Savannah, LLC
STAG West Chester, LLC
STAG Calhoun, LLC
STAG Hebron, LLC
STAG Houston 3, LP
STAG East Troy, LLC
STAG Jefferson City, LLC
STAG Savage, LLC
STAG Chester, LLC
STAG Mechanicsburg 1, LLC
STAG Mechanicsburg 2, LLC
STAG Mechanicsburg 3, LLC
STAG Mason 3, LLC
STAG Longmont, LLC
STAG Lenexa, LLC
STAG Reno, LLC
STAG Fort Wayne, LLC
STAG Murfreesboro, LLC
STAG Gurnee 2, LLC
STAG Germantown, LLC
STAG Elizabethtown, LLC
STAG CA GP, LLC
STAG Spartanburg 3, LLC
STAG Burlington, LLC
STAG Greenville, LLC
STAG North Haven, LLC
STAG Plymouth 2, LLC
STAG Oakwood Village, LLC
STAG Stoughton 1, LLC
STAG Stoughton 2, LLC
STAG 5101 South Council Road, LLC
STAG Knoxville 2, LLC
STAG Clinton, LLC
STAG Fairborn, LLC











STAG Phoenix, LLC
STAG Machesney Park, LLC
STAG Macedonia, LLC 
STAG Novi 2, LLC 
STAG Grand Junction, LLC 
STAG Tulsa, LLC
STAG Chattanooga 1, LLC 
STAG Chattanooga 2, LLC 
STAG Libertyville 1, LLC 
STAG Libertyville 2, LLC 
STAG Greer, LLC
STAG Piedmont 1, LLC 
STAG Piedmont 2, LLC 
STAG Piedmont 3, LLC 
STAG Belvidere 10, LLC 
STAG Shreveport, LLC 
STAG Dayton 2, LLC 
STAG West Allis, LLC 
STAG Loudon, LLC 
STAG Laurens, LLC 
STAG Lancaster, LLC 
STAG Grand Rapids, LLC 
STAG Burlington 2, LLC 
STAG Biddeford, LLC 
STAG Fairfield 3, LLC 
STAG Mascot 2, LLC 
STAG Erlanger, LLC 
STAG Gahanna, LLC 
STAG Norton, LLC 
STAG NC GP, LLC 
STAG Sparks 2, LLC 
STAG Hazelwood, LLC 
STAG Portland, LLC
STAG East Windsor, LLC 
STAG Lebanon, LLC 
STAG Yorkville, LLC
each a Delaware limited liability company


	
		
	By:
	 

	Name:
	 

	Title:
	 






(Signatures continue on the next page)











	
				
	STAG III Arlington, L.P.,

	a Delaware limited partnership

	 
	 
	 
	 

	By:
	STIR Investments GP III, LLC,
	 
	 

	 
	a Delaware limited liability company,
	 
	 

	 
	its General Partner
	 
	 

	 
	 
	 
	 

	By:
	 
	 
	 

	Name:
	 
	 
	 

	Title:
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	STAG IV Waco, LP,

	a Delaware limited partnership

	 
	 
	 
	 

	By:
	STIR Investments GP IV, LLC,
	 
	 

	 
	a Delaware limited liability company,
	 
	 

	 
	its General Partner
	 
	 

	 
	 
	 
	 

	By:
	 
	 
	 

	Name:
	 
	 
	 

	Title:
	 
	 
	 






(Signatures continue on the next page)









STAG Arlington 2, L.P.
STAG Houston 2, L.P.
STAG Garland, LP
STAG Houston 3, LP
STAG El Paso 1, LP
STAG El Paso 2, LP
STAG El Paso 3, LP
STAG El Paso 4, LP
STAG Houston 4, LP
STAG El Paso 5, LP
STAG Garland 2, LP
STAG TX Holdings, LP
STAG Rockwall, L.P.


each a Delaware limited partnership


	
				
	By:
	STAG TX GP 2, LLC
	 
	 

	 
	a Delaware limited liability company,
	 
	 

	 
	its General Partner
	 
	 

	 
	 
	 
	 

	By:
	 
	 
	 

	Name:
	 
	 
	 

	Title:
	 
	 
	 






STAG Camarillo 1, LP
STAG Camarillo 2, LP
STAG Visalia, LP


each, a Delaware limited partnership


	
				
	By:
	STAG CA GP, LLC
	 
	 

	 
	a Delaware limited liability company,
	 
	 

	 
	its General Partner
	 
	 

	 
	 
	 
	 

	By:
	 
	 
	 

	Name:
	 
	 
	 

	Title:
	 
	 
	 




(Signatures continue on the next page)











STAG El Paso, LP,
a Delaware limited partnership


	
				
	By:
	STIR Investments GP, LLC
	 
	 

	 
	a Delaware limited liability company,
	 
	 

	 
	its General Partner
	 
	 

	 
	 
	 
	 

	By:
	 
	 
	 

	Name:
	 
	 
	 

	Title:
	 
	 
	 










STAG NC Holdings, LP
a Delaware limited partnership


	
				
	By:
	STAG NC GP, LLC,
	 
	 

	 
	a Delaware limited liability company,
	 
	 

	 
	their General Partner
	 
	 

	 
	 
	 
	 

	By:
	 
	 
	 

	Name:
	 
	 
	 

	Title:
	 
	 
	 

















SCHEDULE 1
INITIAL GUARANTORS


		
	1.
	STAG Investments Holdings III, LLC, a Delaware limited liability company


2.STAG III Albion, LLC, a Delaware limited liability company
3.STAG III Arlington, L.P., a Delaware limited partnership
4.STAG III Boardman, LLC, a Delaware limited liability company
5.STAG III Chesterfield, LLC, a Delaware limited liability company
6.STAG III Cincinnati, LLC, a Delaware limited liability company
7.STAG III Daytona Beach, LLC, a Delaware limited liability company
8.STAG III Elkhart, LLC, a Delaware limited liability company
9.STAG III Farmington, LLC, a Delaware limited liability company
10.STAG III Holland, LLC, a Delaware limited liability company
11.STAG III Lewiston, LLC, a Delaware limited liability company
12.STAG III Malden, LLC, a Delaware limited liability company
13.STAG III Mason, LLC, a Delaware limited liability company
14.STAG III Mayville, LLC, a Delaware limited liability company
15.STAG III Newark, LLC, a Delaware limited liability company
16.STAG III Pensacola, LLC, a Delaware limited liability company
17.STAG III Pocatello, LLC, a Delaware limited liability company
18.STAG III Rapid City, LLC, a Delaware limited liability company
19.STIR Investments GP III, LLC, a Delaware limited liability company
20.STAG III Sergeant Bluff, LLC, a Delaware limited liability company
21.STAG III Twinsburg, LLC, a Delaware limited liability company
22.STAG III Youngstown, LLC, a Delaware limited liability company
23.STAG Investments Holdings IV, LLC, a Delaware limited liability company
24.STAG IV Alexandria, LLC, a Delaware limited liability company
25.STAG IV Belfast, LLC, a Delaware limited liability company
26.STAG IV Cheektowaga, LLC, a Delaware limited liability company
27.STAG IV Danville, LLC, a Delaware limited liability company
28.STAG IV Seville, LLC, a Delaware limited liability company
29.STAG IV Sun Prairie, LLC, a Delaware limited liability company
30.STAG IV Waco, L.P., a Delaware limited partnership
31.STIR Investments GP IV, LLC, a Delaware limited liability company
32.STAG GI Investments Holdings, LLC, a Delaware limited liability company
33.STAG GI New Jersey, LLC, a Delaware limited liability company
34.STAG Industrial Holdings, LLC, a Delaware limited liability company
35.STAG Arlington 2, L.P., a Delaware limited partnership
36.STAG TX GP 2, LLC, a Delaware limited liability company
37.STAG Avon, LLC, a Delaware limited liability company
38.STAG Buffalo, LLC, a Delaware limited liability company
39.STAG Chippewa Falls, LLC, a Delaware limited liability company
40.STAG Edgefield, LLC, a Delaware limited liability company
41.STAG Franklin, LLC, a Delaware limited liability company
42.STAG Lansing 2, LLC, a Delaware limited liability company
43.STAG Orlando, LLC, a Delaware limited liability company
44.STAG Pineville, LLC, a Delaware limited liability company
45.STAG Portland 2, LLC, a Delaware limited liability company
46.STAG Reading, LLC, a Delaware limited liability company
47.STAG Rogers 2, LLC, a Delaware limited liability company
48.STAG South Bend, LLC, a Delaware limited liability company
49.STAG Spartanburg, LLC, a Delaware limited liability company
50.STAG Portage, LLC, a Delaware limited liability company
51.STAG Jackson, LLC, a Delaware limited liability company









52.STAG El Paso, LP, a Delaware limited partnership
53.STIR Investments GP, LLC, a Delaware limited liability company
54.STAG Simpsonville, LLC, a Delaware limited liability company
55.STAG Dallas, LLC, a Delaware limited liability company
56.STAG De Pere, LLC, a Delaware limited liability company
57.STAG Duncan, LLC, a Delaware limited liability company
58.STAG Buena Vista, LLC, a Delaware limited liability company
59.STAG Gurnee, LLC, a Delaware limited liability company
60.STAG Kansas City 2, LLC, a Delaware limited liability company
61.STAG Chicopee, LLC, a Delaware limited liability company
62.STAG Montgomery, LLC, a Delaware limited liability company
63.STAG Smyrna, LLC, a Delaware limited liability company
64.STAG Statham, LLC, a Delaware limited liability company
65.STAG Harrisonburg, LLC, a Delaware limited liability company
66.STAG Toledo, LLC, a Delaware limited liability company
67.STAG Woodstock, LLC, a Delaware limited liability company
68.STAG Columbia, LLC, a Delaware limited liability company
69.STAG Golden, LLC, a Delaware limited liability company
70.STAG DeKalb, LLC, a Delaware limited liability company
71.STAG Ocala, LLC, a Delaware limited liability company
72.STAG Marion 2, LLC, a Delaware limited liability company
73.STAG Londonderry, LLC, a Delaware limited liability company
74.STAG Houston 2, L.P., a Delaware limited partnership
75.STAG Idaho Falls, LLC, a Delaware limited liability company
76.STAG Williamsport, LLC, a Delaware limited liability company
77.STAG Kentwood, LLC, a Delaware limited liability company
78.STAG Marshall, LLC, a Delaware limited liability company
79.STAG Belvidere I, LLC, a Delaware limited liability company
80.STAG Belvidere II, LLC, a Delaware limited liability company
81.STAG Belvidere III, LLC, a Delaware limited liability company
82.STAG Belvidere IV, LLC, a Delaware limited liability company
83.STAG Belvidere V, LLC, a Delaware limited liability company
84.STAG Belvidere VI, LLC, a Delaware limited liability company
85.STAG Belvidere VII, LLC, a Delaware limited liability company
86.STAG Belvidere VIII, LLC, a Delaware limited liability company
87.STAG Belvidere IX, LLC, a Delaware limited liability company
88.STAG Nashville, LLC, a Delaware limited liability company
89.STAG New Berlin, LLC, a Delaware limited liability company
90.STAG Hampstead, LLC, a Delaware limited liability company
91.STAG New Hope, LLC, a Delaware limited liability company
92.STAG Springfield, LLC, a Delaware limited liability company
93.STAG Orlando 2, LLC, a Delaware limited liability company
94.STAG North Jackson 2, LLC, a Delaware limited liability company
95.STAG Shannon, LLC, a Delaware limited liability company
96.STAG Lansing 4, LLC, a Delaware limited liability company
97.STAG Harvard, LLC, a Delaware limited liability company
98.STAG Sauk Village, LLC, a Delaware limited liability company
99.STAG South Holland, LLC, a Delaware limited liability company
100.STAG Mascot, LLC, a Delaware limited liability company
101.STAG Janesville, LLC, a Delaware limited liability company
102.STAG Allentown, LLC, a Delaware limited liability company
103.STAG Nashua, LLC, a Delaware limited liability company
104.STAG Strongsville, LLC, a Delaware limited liability company
105.STAG Columbus, LLC, a Delaware limited liability company









106.STAG Savannah, LLC, a Delaware limited liability company
107.STAG Garland, LP, a Delaware limited partnership
108.STAG West Chester, LLC, a Delaware limited liability company
109.STAG Calhoun, LLC, a Delaware limited liability company
110.STAG Hebron, LLC, a Delaware limited liability company
111.STAG Houston 3, LP, a Delaware limited partnership
112.STAG East Troy, LLC, a Delaware limited liability company
113.STAG Jefferson City, LLC, a Delaware limited liability company
114.STAG Savage, LLC, a Delaware limited liability company
115.STAG El Paso 1, LP, a Delaware limited partnership
116.STAG El Paso 2, LP, a Delaware limited partnership
117.STAG El Paso 3, LP, a Delaware limited partnership
118.STAG El Paso 4, LP, a Delaware limited partnership
119.STAG Chester, LLC, a Delaware limited liability company
120.STAG Mechanicsburg 1, LLC, a Delaware limited liability company
121.STAG Mechanicsburg 2, LLC, a Delaware limited liability company
122.STAG Mechanicsburg 3, LLC, a Delaware limited liability company
123.STAG Mason 3, LLC, a Delaware limited liability company
124.STAG Longmont, LLC, a Delaware limited liability company
125.STAG Lenexa, LLC, a Delaware limited liability company
126.STAG Reno, LLC, a Delaware limited liability company
127.STAG Fort Wayne, LLC, a Delaware limited liability company
128.STAG Murfreesboro, LLC, a Delaware limited liability company
129.STAG Gurnee 2, LLC, a Delaware limited liability company
130.STAG Germantown, LLC, a Delaware limited liability company
131.STAG Elizabethtown, LLC, a Delaware limited liability company
132.STAG Camarillo 1, LP, a Delaware limited partnership
133.STAG Camarillo 2, LP, a Delaware limited partnership
134.STAG CA GP, LLC, a Delaware limited liability company
135.STAG Spartanburg 3, LLC, a Delaware limited liability company
136.STAG Houston 4, LP, a Delaware limited partnership
137.STAG Burlington, LLC, a Delaware limited liability company
138.STAG Greenville, LLC, a Delaware limited liability company
139.STAG North Haven, LLC, a Delaware limited liability company
140.STAG Plymouth 2, LLC, a Delaware limited liability company
141.STAG Oakwood Village, LLC, a Delaware limited liability company
142.STAG Stoughton 1, LLC, a Delaware limited liability company
143.STAG Stoughton 2, LLC, a Delaware limited liability company
144.STAG 5101 South Council Road, LLC, a Delaware limited liability company
145.STAG Knoxville 2, LLC, a Delaware limited liability company
146.STAG Clinton, LLC, a Delaware limited liability company
147.STAG Fairborn, LLC, a Delaware limited liability company
148.STAG El Paso 5, LP, a Delaware limited partnership
149.STAG Phoenix, LLC, a Delaware limited liability company
150.STAG Machesney Park, LLC, a Delaware limited liability company
151.STAG Macedonia, LLC, a Delaware limited liability company
152.STAG Novi 2, LLC, a Delaware limited liability company
153.STAG Grand Junction, LLC, a Delaware limited liability company
154.STAG Tulsa, LLC, a Delaware limited liability company
155.STAG Chattanooga 1, LLC, a Delaware limited liability company
156.STAG Chattanooga 2, LLC, a Delaware limited liability company
157.STAG Libertyville 1, LLC, a Delaware limited liability company
158.STAG Libertyville 2, LLC, a Delaware limited liability company
159.STAG Greer, LLC, a Delaware limited liability company









160.STAG Piedmont 1, LLC, a Delaware limited liability company
161.STAG Piedmont 2, LLC, a Delaware limited liability company
162.STAG Piedmont 3, LLC, a Delaware limited liability company
163.STAG Belvidere 10, LLC, a Delaware limited liability company
164.STAG Shreveport, LLC, a Delaware limited liability company
165.STAG Dayton 2, LLC, a Delaware limited liability company
166.STAG West Allis, LLC, a Delaware limited liability company
167.STAG Loudon, LLC, a Delaware limited liability company
168.STAG Garland 2, LP, a Delaware limited partnership
169.STAG Laurens, LLC, a Delaware limited liability company
170.STAG Lancaster, LLC, a Delaware limited liability company
171.STAG Grand Rapids, LLC, a Delaware limited liability company
172.STAG Burlington 2, LLC, a Delaware limited liability company
173.STAG Biddeford, LLC, a Delaware limited liability company
174.STAG Fairfield 3, LLC, a Delaware limited liability company
175.STAG Mascot 2, LLC, a Delaware limited liability company
176.STAG Erlanger, LLC, a Delaware limited liability company
177.STAG Gahanna, LLC, a Delaware limited liability company
178.STAG Norton, LLC, a Delaware limited liability company
179.STAG Visalia, LP, a Delaware limited partnership
180.STAG TX Holdings, LP, a Delaware limited partnership
181.STAG NC Holdings, LP, a Delaware limited partnership
182.STAG NC GP, LLC, a Delware limited liability company
183.STAG Sparks 2, LLC, a Delaware limited liability company
184.STAG Hazelwood, LLC, a Delaware limited liability company
185.STAG Portland, LLC, a Delaware limited liability company
186.STAG East Windsor, LLC, a Delaware limited liability company
187.STAG Rockwall, L.P., a Delaware limited partnership
188.STAG Lebanon, LLC, a Delaware limited liability company
189.STAG Yorkville, LLC, a Delaware limited liability company











EXHIBIT A
COUNTERPART TO SUBSIDIARY GUARANTY AGREEMENT
Reference is hereby made to that certain Subsidiary Guaranty Agreement (hereinafter the “Subsidiary Guaranty”) dated as of July 28, 2017, executed and delivered by the parties listed on SCHEDULE 1 ATTACHED HERETO pursuant to that certain Term Loan Agreement dated as of July 28, 2017 (as from time to time may be amended, modified, or restated, the “Term Loan Agreement”), by and among STAG Industrial Operating Partnership, L.P. as Borrower, STAG Industrial, Inc., a Maryland corporation, as Parent of Borrower, Bank of America, N.A., as the Administrative Agent and each lender, including the Administrative Agent, from time to time party to the Term Loan Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Subsidiary Guaranty.
In witness whereof, the undersigned Additional Guarantor has caused this Subsidiary Guaranty
Agreement to be executed and delivered by its officer thereunto duly authorized as of    ___, 20___.
[NAME OF ADDITIONAL GUARANTOR]


By:    
Name:      
Title:









SCHEDULE 1
EXISTING SUBSIDIARY GUARANTORS


1.STAG Investments Holdings III, LLC, a Delaware limited liability company
2.STAG III Albion, LLC, a Delaware limited liability company
3.STAG III Arlington, L.P., a Delaware limited partnership
4.STAG III Boardman, LLC, a Delaware limited liability company
5.STAG III Chesterfield, LLC, a Delaware limited liability company
6.STAG III Cincinnati, LLC, a Delaware limited liability company
7.STAG III Daytona Beach, LLC, a Delaware limited liability company
8.STAG III Elkhart, LLC, a Delaware limited liability company
9.STAG III Farmington, LLC, a Delaware limited liability company
10.STAG III Holland, LLC, a Delaware limited liability company
11.STAG III Lewiston, LLC, a Delaware limited liability company
12.STAG III Malden, LLC, a Delaware limited liability company
13.STAG III Mason, LLC, a Delaware limited liability company
14.STAG III Mayville, LLC, a Delaware limited liability company
15.STAG III Newark, LLC, a Delaware limited liability company
16.STAG III Pensacola, LLC, a Delaware limited liability company
17.STAG III Pocatello, LLC, a Delaware limited liability company
18.STAG III Rapid City, LLC, a Delaware limited liability company
19.STIR Investments GP III, LLC, a Delaware limited liability company
20.STAG III Sergeant Bluff, LLC, a Delaware limited liability company
21.STAG III Twinsburg, LLC, a Delaware limited liability company
22.STAG III Youngstown, LLC, a Delaware limited liability company
23.STAG Investments Holdings IV, LLC, a Delaware limited liability company
24.STAG IV Alexandria, LLC, a Delaware limited liability company
25.STAG IV Belfast, LLC, a Delaware limited liability company
26.STAG IV Cheektowaga, LLC, a Delaware limited liability company
27.STAG IV Danville, LLC, a Delaware limited liability company
28.STAG IV Seville, LLC, a Delaware limited liability company
29.STAG IV Sun Prairie, LLC, a Delaware limited liability company
30.STAG IV Waco, L.P., a Delaware limited partnership
31.STIR Investments GP IV, LLC, a Delaware limited liability company
32.STAG GI Investments Holdings, LLC, a Delaware limited liability company
33.STAG GI New Jersey, LLC, a Delaware limited liability company
34.STAG Industrial Holdings, LLC, a Delaware limited liability company
35.STAG Arlington 2, L.P., a Delaware limited partnership
36.STAG TX GP 2, LLC, a Delaware limited liability company
37.STAG Avon, LLC, a Delaware limited liability company
38.STAG Buffalo, LLC, a Delaware limited liability company
39.STAG Chippewa Falls, LLC, a Delaware limited liability company
40.STAG Edgefield, LLC, a Delaware limited liability company
41.STAG Franklin, LLC, a Delaware limited liability company
42.STAG Lansing 2, LLC, a Delaware limited liability company
43.STAG Orlando, LLC, a Delaware limited liability company
44.STAG Pineville, LLC, a Delaware limited liability company
45.STAG Portland 2, LLC, a Delaware limited liability company
46.STAG Reading, LLC, a Delaware limited liability company
47.STAG Rogers 2, LLC, a Delaware limited liability company
48.STAG South Bend, LLC, a Delaware limited liability company
49.STAG Spartanburg, LLC, a Delaware limited liability company
50.STAG Portage, LLC, a Delaware limited liability company
51.STAG Jackson, LLC, a Delaware limited liability company









52.STAG El Paso, LP, a Delaware limited partnership
53.STIR Investments GP, LLC, a Delaware limited liability company
54.STAG Simpsonville, LLC, a Delaware limited liability company
55.STAG Dallas, LLC, a Delaware limited liability company
56.STAG De Pere, LLC, a Delaware limited liability company
57.STAG Duncan, LLC, a Delaware limited liability company
58.STAG Buena Vista, LLC, a Delaware limited liability company
59.STAG Gurnee, LLC, a Delaware limited liability company
60.STAG Kansas City 2, LLC, a Delaware limited liability company
61.STAG Chicopee, LLC, a Delaware limited liability company
62.STAG Montgomery, LLC, a Delaware limited liability company
63.STAG Smyrna, LLC, a Delaware limited liability company
64.STAG Statham, LLC, a Delaware limited liability company
65.STAG Harrisonburg, LLC, a Delaware limited liability company
66.STAG Toledo, LLC, a Delaware limited liability company
67.STAG Woodstock, LLC, a Delaware limited liability company
68.STAG Columbia, LLC, a Delaware limited liability company
69.STAG Golden, LLC, a Delaware limited liability company
70.STAG DeKalb, LLC, a Delaware limited liability company
71.STAG Ocala, LLC, a Delaware limited liability company
72.STAG Marion 2, LLC, a Delaware limited liability company
73.STAG Londonderry, LLC, a Delaware limited liability company
74.STAG Houston 2, L.P., a Delaware limited partnership
75.STAG Idaho Falls, LLC, a Delaware limited liability company
76.STAG Williamsport, LLC, a Delaware limited liability company
77.STAG Kentwood, LLC, a Delaware limited liability company
78.STAG Marshall, LLC, a Delaware limited liability company
79.STAG Belvidere I, LLC, a Delaware limited liability company
80.STAG Belvidere II, LLC, a Delaware limited liability company
81.STAG Belvidere III, LLC, a Delaware limited liability company
82.STAG Belvidere IV, LLC, a Delaware limited liability company
83.STAG Belvidere V, LLC, a Delaware limited liability company
84.STAG Belvidere VI, LLC, a Delaware limited liability company
85.STAG Belvidere VII, LLC, a Delaware limited liability company
86.STAG Belvidere VIII, LLC, a Delaware limited liability company
87.STAG Belvidere IX, LLC, a Delaware limited liability company
88.STAG Nashville, LLC, a Delaware limited liability company
89.STAG New Berlin, LLC, a Delaware limited liability company
90.STAG Hampstead, LLC, a Delaware limited liability company
91.STAG New Hope, LLC, a Delaware limited liability company
92.STAG Springfield, LLC, a Delaware limited liability company
93.STAG Orlando 2, LLC, a Delaware limited liability company
94.STAG North Jackson 2, LLC, a Delaware limited liability company
95.STAG Shannon, LLC, a Delaware limited liability company
96.STAG Lansing 4, LLC, a Delaware limited liability company
97.STAG Harvard, LLC, a Delaware limited liability company
98.STAG Sauk Village, LLC, a Delaware limited liability company
99.STAG South Holland, LLC, a Delaware limited liability company
100.STAG Mascot, LLC, a Delaware limited liability company
101.STAG Janesville, LLC, a Delaware limited liability company
102.STAG Allentown, LLC, a Delaware limited liability company
103.STAG Nashua, LLC, a Delaware limited liability company
104.STAG Strongsville, LLC, a Delaware limited liability company
105.STAG Columbus, LLC, a Delaware limited liability company









106.STAG Savannah, LLC, a Delaware limited liability company
107.STAG Garland, LP, a Delaware limited partnership
108.STAG West Chester, LLC, a Delaware limited liability company
109.STAG Calhoun, LLC, a Delaware limited liability company
110.STAG Hebron, LLC, a Delaware limited liability company
111.STAG Houston 3, LP, a Delaware limited partnership
112.STAG East Troy, LLC, a Delaware limited liability company
113.STAG Jefferson City, LLC, a Delaware limited liability company
114.STAG Savage, LLC, a Delaware limited liability company
115.STAG El Paso 1, LP, a Delaware limited partnership
116.STAG El Paso 2, LP, a Delaware limited partnership
117.STAG El Paso 3, LP, a Delaware limited partnership
118.STAG El Paso 4, LP, a Delaware limited partnership
119.STAG Chester, LLC, a Delaware limited liability company
120.STAG Mechanicsburg 1, LLC, a Delaware limited liability company
121.STAG Mechanicsburg 2, LLC, a Delaware limited liability company
122.STAG Mechanicsburg 3, LLC, a Delaware limited liability company
123.STAG Mason 3, LLC, a Delaware limited liability company
124.STAG Longmont, LLC, a Delaware limited liability company
125.STAG Lenexa, LLC, a Delaware limited liability company
126.STAG Reno, LLC, a Delaware limited liability company
127.STAG Fort Wayne, LLC, a Delaware limited liability company
128.STAG Murfreesboro, LLC, a Delaware limited liability company
129.STAG Gurnee 2, LLC, a Delaware limited liability company
130.STAG Germantown, LLC, a Delaware limited liability company
131.STAG Elizabethtown, LLC, a Delaware limited liability company
132.STAG Camarillo 1, LP, a Delaware limited partnership
133.STAG Camarillo 2, LP, a Delaware limited partnership
134.STAG CA GP, LLC, a Delaware limited liability company
135.STAG Spartanburg 3, LLC, a Delaware limited liability company
136.STAG Houston 4, LP, a Delaware limited partnership
137.STAG Burlington, LLC, a Delaware limited liability company
138.STAG Greenville, LLC, a Delaware limited liability company
139.STAG North Haven, LLC, a Delaware limited liability company
140.STAG Plymouth 2, LLC, a Delaware limited liability company
141.STAG Oakwood Village, LLC, a Delaware limited liability company
142.STAG Stoughton 1, LLC, a Delaware limited liability company
143.STAG Stoughton 2, LLC, a Delaware limited liability company
144.STAG 5101 South Council Road, LLC, a Delaware limited liability company
145.STAG Knoxville 2, LLC, a Delaware limited liability company
146.STAG Clinton, LLC, a Delaware limited liability company
147.STAG Fairborn, LLC, a Delaware limited liability company
148.STAG El Paso 5, LP, a Delaware limited partnership
149.STAG Phoenix, LLC, a Delaware limited liability company
150.STAG Machesney Park, LLC, a Delaware limited liability company
151.STAG Macedonia, LLC, a Delaware limited liability company
152.STAG Novi 2, LLC, a Delaware limited liability company
153.STAG Grand Junction, LLC, a Delaware limited liability company
154.STAG Tulsa, LLC, a Delaware limited liability company
155.STAG Chattanooga 1, LLC, a Delaware limited liability company
156.STAG Chattanooga 2, LLC, a Delaware limited liability company
157.STAG Libertyville 1, LLC, a Delaware limited liability company
158.STAG Libertyville 2, LLC, a Delaware limited liability company
159.STAG Greer, LLC, a Delaware limited liability company









160.STAG Piedmont 1, LLC, a Delaware limited liability company
161.STAG Piedmont 2, LLC, a Delaware limited liability company
162.STAG Piedmont 3, LLC, a Delaware limited liability company
163.STAG Belvidere 10, LLC, a Delaware limited liability company
164.STAG Shreveport, LLC, a Delaware limited liability company
165.STAG Dayton 2, LLC, a Delaware limited liability company
166.STAG West Allis, LLC, a Delaware limited liability company
167.STAG Loudon, LLC, a Delaware limited liability company
168.STAG Garland 2, LP, a Delaware limited partnership
169.STAG Laurens, LLC, a Delaware limited liability company
170.STAG Lancaster, LLC, a Delaware limited liability company
171.STAG Grand Rapids, LLC, a Delaware limited liability company
172.STAG Burlington 2, LLC, a Delaware limited liability company
173.STAG Biddeford, LLC, a Delaware limited liability company
174.STAG Fairfield 3, LLC, a Delaware limited liability company
175.STAG Mascot 2, LLC, a Delaware limited liability company
176.STAG Erlanger, LLC, a Delaware limited liability company
177.STAG Gahanna, LLC, a Delaware limited liability company
178.STAG Norton, LLC, a Delaware limited liability company
179.STAG Visalia, LP, a Delaware limited partnership
180.STAG TX Holdings, LP, a Delaware limited partnership
181.STAG NC Holdings, LP, a Delaware limited partnership
182.STAG NC GP, LLC, a Delaware limited liability company
183.STAG Sparks 2, LLC, a Delaware limited liability company
184.STAG Hazelwood, LLC, a Delaware limited liability company
185.STAG Portland, LLC, a Delaware limited liability company
186.STAG East Windsor, LLC, a Delaware limited liability company
187.STAG Rockwall, L.P., a Delaware limited partnership
188.STAG Lebanon, LLC, a Delaware limited liability company
189.STAG Yorkville, LLC, a Delaware limited liability company











EXHIBIT B
FORM OF RELEASE OF GUARANTOR
In witness whereof, the undersigned Administrative Agent, on behalf of the Credit Parties, hereby releases and discharges _______________ from any and all obligations and liabilities of ____________ to the Credit Parties under that certain Subsidiary Guaranty Agreement dated as of July 28 , 2017 executed by the Subsidiary Guarantors of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership, described therein in favor of the Administrative Agent for the benefit of the Credit Parties.




Bank of America. N.A., 
as Administrative Agent




By:
Name:
Title:














EXHIBIT H-1


FORM OF 
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement dated as of July [28], 2017 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among  STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. as the Borrower (the “Borrower”), STAG Industrial, Inc., a Maryland corporation and the sole member of the sole general partner of the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent.  
Pursuant to the provisions of Section 3.01(e) of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.
[NAME OF LENDER]
	
		
	By:
	 

	Name:
	 

	Title:
	 

	 
	 

	Date:
	_________ __, 20[  ]
















EXHIBIT H-2


FORM OF 
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement dated as of July [28], 2017 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among  STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. as the Borrower (the “Borrower”), STAG Industrial, Inc., a Maryland corporation and the sole member of the sole general partner of the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent.  
Pursuant to the provisions of Section 3.01(e) of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.
[NAME OF PARTICIPANT]
	
		
	By:
	 

	Name:
	 

	Title:
	 

	 
	 

	Date:
	_________ __, 20[  ]
















EXHIBIT H-3


FORM OF 
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement dated as of July [28], 2017 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among  STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. as the Borrower (the “Borrower”), STAG Industrial, Inc., a Maryland corporation and the sole member of the sole general partner of the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent.  
Pursuant to the provisions of Section 3.01(e) of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.
[NAME OF PARTICIPANT]
	
		
	By:
	 

	Name:
	 

	Title:
	 

	 
	 

	Date:
	_________ __, 20[  ]
















EXHIBIT H-4


FORM OF 
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement dated as of July [28], 2017 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) among  STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. as the Borrower (the “Borrower”), STAG Industrial, Inc., a Maryland corporation and the sole member of the sole general partner of the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent.  
Pursuant to the provisions of Section 3.01(e) of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Term Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.
[NAME OF LENDER]
	
		
	By:
	 

	Name:
	 

	Title:
	 

	 
	 

	Date:
	_________ __, 20[  ]


















EXHIBIT I


FORM OF BORROWER’S INSTRUCTION CERTIFICATE


Effective Date:  __________________, 20___
Page _____ of _____










[INSTRUCTIONS: SECTION I:  At a minimum, must include signers on applicable agreement; may include additional parties listed on the most recent borrowing resolution if expected to occasionally act on behalf of Borrower.  Any new signer listed in Section I must be authorized pursuant to a new borrowing resolution.
SECTION II:  Additional parties authorized beyond Section I to authorize draws may be listed in this section.]


BORROWER’S INSTRUCTION CERTIFICATE


Certificate of Authority and Specimen Signatures 


I, [NAME OF AUTHORIZED SIGNATORY], the authorized signatory of [NAME(S) OF BORROWER(S)], (“Borrower”), which said Borrower has executed a certain [NAME OF LOAN AGREEMENT] dated [DATE OF AGREEMENT], with Bank of America, N.A. [, as Administrative Agent] (“Bank”), in the stated original principal amount of [$_____________] (“Loan Agreement”), and do hereby certify that the Authorized Signers and Authorized Persons whose names, titles and signatures appear in Sections I and II below are authorized to act on behalf of Borrower for the specified purposes indicated below.


	
			
	Section I – General Authorization.  All persons listed below are also listed in the most recent borrowing resolution.  Any one (1) of the persons indicated below (“Authorized Signers”) is authorized to act on behalf of Borrower for all purposes including, but not limited to obtaining any and all information pertaining to the Loan, requesting any action under the loan documents, providing any certificates on behalf of Borrower, and appointing and changing Authorized Persons (defined in Section II below).  All persons who signed the Loan Agreement on behalf of Borrower must sign in this Section I acknowledging their agreement with the below listed Authorized Persons.

	Name
	Title
	Signature

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 





















	
			
	Section II – Draw Requests for Loan Proceeds Authorization.  Any one (1) of the persons indicated below (“Authorized Persons”) is authorized to act on behalf of Borrower in providing draw requests and/or requisitions and requesting disbursements of Loan proceeds and/or proceeds from the applicable reserve account. 

	Name
	Title
	Signature

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 






I further certify that the specimen signatures set forth above in Sections I and II, next to each name are the true and genuine signatures of such persons, and Bank may conclusively rely on the accuracy, genuineness, and good faith of any written, oral or electronic communication from any of the above listed individuals, for the specified purposes so stated.  Bank may rely on this Borrower’s Instruction Certificate until written notice is received by Bank, revoking the authorizations in Sections I and II and/or replacing this with a new Borrower’s Instruction Certificate, and such notice shall be effective not sooner than five (5) Business Days following receipt thereof.


	
							
	 
	 
	 
	 
	 
	 
	 

	(Printed Name of Authorizing Party
	 
	(Signature)
	 
	(Title)
	 
	(Phone Number)










[NOTE: There should be a recent incumbency certificate on file for the authorized signatory signing this certificate.]