ALSO DELIVERED TO KATHRYN ARNONE, 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.
5
(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
AND THE OTHER LOAN DOCUMENTS 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 Pages Follow]
6
IN WITNESS WHEREOF, 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:
Stephen C. Mecke
Title:
Authorized Officer
Signature Page to
Parent Guaranty Agreement
EXHIBIT F-2
FORM OF SUBSIDIARY GUARANTY
F
SUBSIDIARY GUARANTY AGREEMENT
THIS SUBSIDIARY GUARANTY AGREEMENT (this "Guaranty") is executed as of
, 2014, 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.
Borrower may, from time to time, be
indebted to the Credit Parties pursuant to that certain Term Loan Agreement
dated as of March 21, 2014 (as amended, modified, supplemented, or restated from
time to time, the "Credit Agreement"), among Borrower, STAG Industrial, Inc., a
Maryland corporation, the sole member of the sole general partner of Borrower
("Parent"), the Lenders now or hereafter party to the Credit Agreement (the
"Lenders"), and Wells Fargo Bank, National Association, as Administrative Agent
for the benefit of the Lenders ("Administrative Agent") (Administrative Agent
and the Lenders, together with their respective successors and assigns, are each
a "Credit Party," and