such Guarantor is released from the
Guaranty pursuant to Section 27 of the Guaranty to the extent no Payment has
been made at such time by any Guarantor.
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6.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EACH OF BORROWER,
GUARANTORS, AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
BORROWER AND EACH GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES
AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF THE GUARANTORS THAT IS AN
APPROVED FOREIGN ENTITY ACKNOWLEDGES AND AGREES THAT (1) IT IS OPERATING IN THE
UNITED STATES OF AMERICA FOR THE PURPOSE OF THIS AGREEMENT, AND (2) IT IS
CONTRACTING IN THE UNITED STATES OF AMERICA FOR THE PURPOSES OF THIS GUARANTY.
ADDITIONALLY, EACH GUARANTOR THAT IS AN APPROVED FOREIGN ENTITY ACKNOWLEDGES AND
AGREES THAT IT SUBJECT OT THE PERSONAL JURISDICTION IN THE STATE OF NEW YORK
EVEN THOUGH SUCH GUARANTOR IS A SOCIÉTÉ À RESPONSABILITÉ LIMITÉE (SARL)
ORGANIZED UNDER THE LAWS OF LUXEMBOURG, A SOCIÉTÉ CIVILE IMMOBILIÈRE (SCI)
ORGANIZED UNDER THE LAWS OF FRANCE, A MUTUAL REAL ESTATE COMPANY (MREC)
ORGANIZED UNDER THE LAWS OF FINLAND OR OTHER TYPE OF NON-U.S. BUSINESS ENTITY
PERMITTED UNDER THE CREDIT AGREEMENT, AS APPLICABLE. BORROWER AND EACH GUARANTOR
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR AGENT
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR AGENT WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B)
ACKNOWLEDGES THAT AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 6. BORROWER AND
EACH GUARANTOR ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS
SECTION 6 WITH LEGAL COUNSEL AND THAT EACH BORROWER AND GUARANTOR AGREES TO THE
FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.
7.
Governing Law. This Agreement shall, pursuant to New York General
Obligations Law Section 5-1401, be governed by and construed in accordance with
the laws of the State of New York.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, Borrower and Guarantors have executed and delivered this
Agreement as of the date first above written.
BORROWER:
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership
By: GLOBAL NET LEASE, INC., a Maryland
corporation, its general partner
By: /s/ Scott Bowman
Name:
Scott Bowman
Title: President
REIT:
GLOBAL NET LEASE, INC., a Maryland corporation
By: /s/
Scott Bowman
Name: Scott Bowman
Title: President
INTERNATIONAL HOLDCO:
ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company
By: /s/ Jesse C. Galloway