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 THE NOTE PURCHASE AGREEMENT 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 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 NOTE PURCHASE AGREEMENT CONSTITUTE THE ENTIRE CONTRACT
AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES 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]
C-1-7
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:
Executive Vice President and
Chief Operating Officer
C-1-8
SCHEDULE C-2
FORM OF SUBSIDIARY GUARANTY
THIS SUBSIDIARY GUARANTY AGREEMENT (this "Guaranty") is executed as of
December 15, 2015, by EACH OF THE SUBSIDIARIES OF STAG INDUSTRIAL OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership ("Issuer"), LISTED ON
SCHEDULE 1 ATTACHED HERETO or who become a party hereto pursuant to Section 20
below (each a "Guarantor" and collectively, "Guarantors"), for the benefit of
the Purchasers (as defined below) and the other holders from time to time of the
Notes (as defined below).
The Purchasers and such other holders are herein
collectively called the "holders" and individually a "holder."
RECITALS:
I.
STAG Industrial Operating Partnership, L.P., a Delaware
limited partnership (the "Issuer"), is entering into a Note Purchase Agreement
dated as of December 1, 2015 (as amended, modified, supplemented or restated
from time to time, the "Note Purchase Agreement") with the Persons listed on the
signature pages thereto (the "Purchasers") simultaneously with the delivery of
this Guaranty.
Capitalized terms used herein have the meanings specified in the
Note Purchase Agreement unless otherwise defined herein.
II.
The Issuer has authorized the issuance and sale, pursuant
to the Note Purchase Agreement, of its $100,000,000 aggregate principal amount
of its 3.98% Senior Guaranteed Notes due January 5,