EXECUTION COPY


 


AMENDED AND RESTATED SUBSIDIARY GUARANTY
AGREEMENT


 


THIS AMENDED AND RESTATED
SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”) is executed as of July 2, 2012, by EACH OF THE SUBSIDIARIES
OF AMERICAN REALTY CAPITAL 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
is party to that certain Term Loan Agreement, dated as of April 16, 2012 (the “Existing Term Loan Agreement”),
among Borrower, American Realty Capital Trust, Inc. (“Parent Guarantor”), each lender from time to time
party thereto (the “Existing Lenders”), and Wells Fargo Bank, National Association, as
Administrative Agent for the benefit of the Existing Lenders (“Administrative Agent”). Capitalized
terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Term Loan Agreement.


 


B.           In
connection with the Existing Term Loan Agreement, each Guarantor entered into that certain Subsidiary Guaranty Agreement, dated
as of April 16, 2012 (the “Existing Guaranty”), in favor of Administrative Agent, for the benefit of
the Existing Lenders, to guaranty the repayment of the Guaranteed Obligations (as defined in the Existing Guaranty) under the Existing
Term Loan Agreement.


 


C.           Borrower,
Parent Guarantor, the Existing Lenders and Administrative Agent have agreed to amend and restate the Existing Term Loan Agreement
pursuant to that certain Amended and Restated Term Loan Agreement dated as of the date hereof (as same may be further amended,
restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) among Borrower,
Parent Guarantor, the lenders from time to time party thereto (including any Existing Lenders, the “Lenders”)
and Administrative Agent (Administrative Agent and the Lenders, together with their respective successors and assigns, are each
a “Credit Party,” and collectively the “Credit Parties”), which Term
Loan Agreement, among other things, re-evidences the Borrower’s outstanding obligations under the Existing Term Loan Agreement
and provides, subject to the terms and conditions thereof, for extensions of credit to be made by the Lenders to or for the benefit
of Borrower.


 


D.           Each
Guarantor wishes to affirm its obligations under the terms of the Existing Guaranty and wishes to amend and restate the terms of
the Existing Guaranty.


 


E.           Each
Guarantor is a Subsidiary of Borrower and will, directly or indirectly, benefit from the Credit Parties’ extension of credit
to Borrower.


 


F.           This
Guaranty is integral to the transactions contemplated by the Loan Documents, and the execution and delivery hereof is a condition
precedent to the Credit Parties’ obligations to extend credit to Borrower under the Loan Documents.


 


NOW, THEREFORE, as
an inducement to the Credit Parties to enter into the Term Loan Agreement and to make Loans to Borrower thereunder, and to extend
such credit to 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, 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 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
Borrower to the Credit Parties arising under the Term Loan Agreement and the other Loan Documents (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 (collectively, the “Guaranteed Obligations”).
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 the existence, validity,
enforceability, perfection, or extent of any collateral therefor, 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 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 receives the sum it would have received had no
such deduction or withholding been made and shall also pay to Administrative Agent, for the benefit
of the Credit Parties, on demand, all additional amounts which Administrative Agent specifies
as necessary to preserve the after-tax yield the Credit Parties would have received if such taxes
had not been imposed. Guarantors shall promptly provide 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 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.


 



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Section
5.          NO SUBROGATION. 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 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
Guarantors, make any agreement with Borrower or with any other person or entity liable on any of the Guaranteed Obligations or
providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or
release of the Guaranteed Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms
thereof or of any instrument or agreement evidencing the Guaranteed Obligations or the provision of collateral, 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 Borrower or any other guarantor, or the cessation from
any cause whatsoever of the liability of Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome
than those of 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 Borrower and waives any benefit of and any right to participate in any security now or hereafter held by 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 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 (including pursuant to any settlement entered
into by a Credit Party in its discretion) is revoked, terminated, rescinded, or reduced or must otherwise be restored or returned
upon the insolvency, bankruptcy, or reorganization of Borrower or any other person or entity or otherwise, as if such payment had
not been made and whether or not 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 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 (collectively, the “Subordinated Debt”) to the indefeasible payment in full of all
Guaranteed Obligations. Each Guarantor agrees not to accept any payment in respect of such Subordinated
Debt from Borrower if a Default exists. If any Guarantor receives any payment in respect 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 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.


 



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Section
10.          Information.
Each Guarantor agrees to furnish promptly to Administrative Agent any and all financial or other information regarding such Guarantor
or its property as 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 Borrower or any other person or entity, or otherwise, all such amounts shall nonetheless be payable by Guarantors
immediately upon demand by Administrative Agent.


 


Section
12.          INDEMNIFICATION
AND Expenses.


 


(a)          Each
Guarantor agrees to indemnify each Credit Party from and against any and all claims, losses, and liabilities in any way relating
to, growing out of, or resulting from this Guaranty and the transactions contemplated hereby (including, without limitation, enforcement
of this Guaranty), except to the extent such claims, losses, or liabilities result from such Credit Party’s gross negligence
or willful misconduct as finally determined by a court of competent jurisdiction.


 


(b)          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 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.


 


(c)          Each
Guarantor shall pay to Administrative Agent upon demand the amount of any and all costs and expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, that 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 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 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.


 



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Section
14.           Notices; ELECTRONIC
DELIVERY OF CERTAIN INFORMATION. Documents.


 


(a)          
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 Administrative Agent, then to the address specified for Administrative
Agent set forth on Schedule 11.02 of the Term Loan Agreement; and (ii) if addressed to any Guarantor, then to the address
as follows: c/o American Realty Capital, 405 Park Avenue, 15th Floor, New York, New York 10022, Attention:
William M. Kahane, Facsimile No.: (646) 861-7812, with a copy to c/o American Realty Capital, 405 Park Avenue, 15th Floor, New
York, New York 10022, Attention: Jesse C. Galloway, Facsimile No.: (646) 861-7804. 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.


 


(b)          Documents
required to be delivered pursuant to this Guaranty shall be delivered by electronic communication and delivery, including, the
Internet, e-mail or intranet websites to which each of the Credit Parties have access (including a commercial, third-party website
such as www.sec.gov <http://www.sec.gov> or a website sponsored or hosted by Administrative Agent or Borrower) provided that
the foregoing shall not apply to any Credit Party that has notified Administrative Agent and Borrower that it cannot or does not
want to receive electronic communications.  Administrative Agent or Borrower, on behalf of the Guarantors, may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for
all or particular notices or communications, all in accordance with the terms of the Term Loan Agreement.  Documents or notices
delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which Administrative
Agent or Borrower, on behalf of applicable Guarantor, posts such documents or the documents become available on a commercial website
and Administrative Agent or Borrower, on behalf of such Guarantor, notifies each Lender of said posting and provides a link thereto
provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting
date and time shall be deemed to have commenced as of  9:00 a.m. Eastern time on the opening of business on the next Business
Day for the recipient.  Notwithstanding anything contained herein, in every instance each Guarantor shall deliver paper copies
of any documents to any Credit Party that requests such paper copies until a written request to cease delivering paper copies is
given by such Credit Party.  Administrative Agent shall have no obligation to request the delivery of or to maintain paper
copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by any Guarantor
with any such request for delivery.


 


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 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.


 



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Section
17.         Condition of Borrower.
Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from Borrower
such information concerning the financial condition, business, and operations of Borrower as Guarantors require, and that no Credit
Party shall have any duty, and Guarantors are not relying on any Credit Party at any time, to disclose to Guarantors any information
relating to the business, operations, or financial condition of Borrower.


 


Section
18.         RIGHTS OF SETOFF.
If and to the extent any payment is not made when due hereunder, then Administrative Agent and each other Credit Party (with the
prior consent of Administrative Agent) may setoff and charge from time to time any amount so due against any or all of Guarantors’
accounts or deposits with Administrative Agent or such other Credit Party.


 


Section
19.         Other Guarantees.
Unless otherwise agreed by Administrative Agent, the applicable Credit Party and Guarantors in writing, this Guaranty is not intended
to supersede or otherwise affect any other guaranty now or hereafter given by 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 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
or any other Loan Document 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 or such other Loan Document 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 Borrower that are signatories hereto and that are
listed on Schedule 1 attached hereto. From time to time subsequent to the date hereof, additional Subsidiary Guarantors
of 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
Administrative Agent, notice of which is hereby waived by 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 Administrative Agent not to cause any Subsidiary Guarantor of Borrower to become an Additional Guarantor hereunder. Subject
to Section 22, 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 Section 10.10 of the Term Loan Agreement, a Guarantor may be released from its obligations under this Guaranty
by 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.


 



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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 EXCLUSIVE 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. 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.


 



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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; 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 Borrower and such Guarantor
secured by such Guarantor’s Borrowing Base Properties 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 and not as part of a pool of assets comprising the security
for the Obligations. Each Guarantor is executing this Guaranty 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 Lenders under the Loan
Documents) 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 Lenders under the Loan Documents), 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 Lenders under the Loan Documents), to be subject to avoidance under the Avoidance Provisions. In determining the limitations,
if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of
the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty,
any other agreement or applicable law shall be taken into account. The provisions under this Section are intended solely to preserve
the rights of the Administrative Agent and the Lenders 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 Lenders that would not otherwise be available
to such Person under the Avoidance Provisions.


 



    	Page 8



    	 



    

 


Section
26.         AMENDMENT AND RESTATEMENT;
NO NOVATION OF EXISTING GUARANTY. This Guaranty amends and restates in its entirety the Existing Guaranty and this Guaranty
is in no way intended to constitute a novation of any obligations owed by Guarantors to the Credit Parties (as defined in the Existing
Guaranty) under the Existing Guaranty, all of which are hereby reaffirmed, ratified and confirmed.


 


Section
27.         GENERAL AFFIRMATION
OF LOAN DOCUMENTS. Each of the undersigned hereby (a) acknowledges and consents to the execution and delivery of the
Term Loan Agreement by the parties thereto and the execution and delivery of each of the instruments, documents and agreements
required in connection therewith, (b) agrees that the Term Loan Agreement and the transactions contemplated thereby shall not limit
or diminish the obligations of such Person arising under or pursuant to the Loan Documents (as defined in the Existing Term Loan
Agreement) to which it is a party, (c) reaffirms all of its obligations under the Loan Documents (as defined in the Existing Term
Loan Agreement) to which it is a party, and (d) acknowledges and agrees that each Loan Document (as
defined in the Existing Term Loan Agreement) executed by it remains in full force and effect and is hereby reaffirmed, ratified
and confirmed.


 


Section
28.         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]





 



    	Page 9



    	 



    

 


 


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


 


GUARANTORS:


 


	ARC ARABLOH001, LLC
	ARC ARABRNC001, LLC
	ARC ARBYCMI001, LLC
	ARC ARCBYPA001, LLC
	ARC ARCTDNY001, LLC
	ARC ARGIDNE001, LLC
	ARC ARHDNFL001, LLC
	ARC ARKTGOH001, LLC
	ARC ARMLNSC001, LLC
	ARC AROCTNY001, LLC
	ARC ARPBLCO001, LLC
	ARC ARPCLFL001, LLC
	ARC ARPHRFL001, LLC
	ARC ARPQAOH001, LLC
	ARC ARRLDMS001, LLC
	ARC ARRTDNY001, LLC
	ARC ARSPHFL001,LLC
	ARC ARVCTTX001, LLC
	ARC AZCLBSC001, LLC
	ARC BFCHSVA001, LLC
	ARC BFDRDMO001, LLC
	ARC BFEDMOK001, LLC
	ARC BFMDBFL001, LLC
	ARC BFMWKWI001, LLC
	ARC BFNRFNJ001, LLC
	ARC BFOKCOK001, LLC, each a Delaware limited liability company


 


	By:	/s/ Jesse C. Galloway	 
	Name: Jesse C. Galloway	 
	Title: Authorized Signatory	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


	
ARC BFOWAOK001, LLC
	ARC BFTULOK001, LLC
	ARC BFYKNOK001, LLC
	ARC BJBBGSC001, LLC
	ARC BJBUFGA001, LLC
	ARC BJGRFNC001, LLC
	ARC BJHLBNC001,LLC
	ARC BJHPTNC001, LLC
	ARC BJHWLGA001, LLC
	ARC BJINMSC001, LLC
	ARC BJLNCNC001, LLC
	ARC BJNPTAL001, LLC
	ARC BJPDNSC001, LLC
	ARC BJRFDNC001, LLC
	ARC BJTSVNC001, LLC
	ARC BJWKTNC001, LLC
	ARC BSPSCAR001, LLC
	ARC CAOMHNE001, LLC
	ARC CCALBGA001, LLC
	ARC CVCHSNY001, LLC
	ARC CVDRYFL001, LLC
	ARC CVRKRNC001, LLC
	ARC DDBLKID001, LLC
	ARC DDENTAL001, LLC
	ARC DDSLVPA001, LLC
	ARC DFLVPIL001, LLC
	ARC DFWCHKS001, LLC
	ARC DGABBLA001, LLC
	ARC DGADLAL001, LLC
	ARC DGALSMI001, LLC
	ARC DGBKYMI001, LLC
	ARC DGBMNOH001, LLC
	ARC DGBMTTX001, LLC
	ARC DGBNTMO001, LLC
	ARC DGBSMAL001, LLC
	ARC DGBSNKY001, LLC
	ARC DGCATIL001, LLC
	ARC DGCCPMO001, LLC, each a Delaware limited liability company


 


	By:	/s/ Jesse C. Galloway	 
	Name: Jesse C. Galloway	 
	Title: Authorized Signatory	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


	ARC DGCDNOH001, LLC
	ARC DGCLBIL001, LLC
	ARC DGCNTMI001, LLC
	ARC DGCPCTX001, LLC
	ARC DGCPMMI001, LLC
	ARC DGCRGIL001, LLC
	ARC DGCVLAL001, LLC
	ARC DGDRNKY001, LLC
	ARC DGDSNLA001, LLC
	ARC DGDTNOH001, LLC
	ARC DGELSTX001, LLC
	ARC DGFLNLA001, LLC
	ARC DGFYTOH001, LLC
	ARC DGGDNMI001, LLC
	ARC DGGNSTX001, LLC
	ARC DGIWNGA001, LLC
	ARC DGJSNMO001, LLC
	ARC DGJSPAL001, LLC
	ARC DGJSPAL002, LLC
	ARC DGJSPAL003, LLC
	ARC DGKGNOH001, LLC
	ARC DGLFTLA001, LLC
	ARC DGLRHFL001, LLC
	ARC DGLTCMI001, LLC
	ARC DGLVLLA001, LLC
	ARC DGMCLMI001, LLC
	ARC DGMLVLA001, LLC
	ARC DGMMTLA001, LLC
	ARC DGMNRLA001, LLC
	ARC DGMTATX001, LLC
	ARC DGCDNOH001, LLC
	ARC DGCLBIL001, LLC
	ARC DGCNTMI001, LLC
	ARC DGCPCTX001, LLC
	ARC DGCPMMI001, LLC
	ARC DGCRGIL001, LLC
	ARC DGCVLAL001, LLC
	ARC DGDRNKY001, LLC
	ARC DGDSNLA001, LLC, each a Delaware limited liability company


 


	By:	/s/ Jesse C. Galloway	 
	Name: Jesse C. Galloway	 
	Title:  Authorized Signatory	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


	ARC DGMTSIA001, LLC
	ARC DGNMKMI001, LLC
	ARC DGNPTOH001, LLC
	ARC DGOKHOH001, LLC
	ARC DGOLKAL001, LLC
	ARC DGOLSLA001, LLC
	ARC DGOROMO001, LLC
	ARC DGPNKMI001, LLC
	ARC DGPVTLA001, LLC
	ARC DGQNCMO001, LLC
	ARC DGRBLLA001, LLC
	ARC DGSATTX001, LLC
	ARC DGSBTTN001, LLC
	ARC DGSHNMI001, LLC
	ARC DGSLBAL001, LLC
	ARC DGSMTFL001, LLC
	ARC DGSPHMI001, LLC
	ARC DGSSTAL001, LLC
	ARC DGSTJMI001, LLC
	ARC DGSVLOH001, LLC
	ARC DGTBYAL001, LLC
	ARC DGTKSMI001, LLC
	ARC DGUVLMO001, LLC
	ARC DGWLLMI001, LLC
	ARC DGWTLIA001, LLC
	ARC FEBTMMD001, LLC
	ARC FECNTOH001, LLC
	ARC FEEGBNY001, LLC
	ARC FEGRNOH001, LLC
	ARC FENPXAZ001, LLC
	ARC DGMTSIA001, LLC
	ARC DGNMKMI001, LLC
	ARC DGNPTOH001, LLC
	ARC DGOKHOH001, LLC
	ARC DGOLKAL001, LLC
	ARC DGOLSLA001, LLC
	ARC DGOROMO001, LLC
	ARC DGPNKMI001, LLC
	ARC DGPVTLA001, LLC, each a Delaware limited liability company


 


	By:	/s/ Jesse C. Galloway	 
	Name: Jesse C. Galloway	 
	Title: Authorized Signatory	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


	ARC FESAGMI001, LLC
	ARC FESHRTX001, LLC
	ARC FEWLBNH001, LLC
	ARC GSBRKNY001, LLC
	ARC GSBRNTX001, LLC
	ARC GSCOSCO001, LLC
	ARC GSDALTX001, LLC
	ARC GSEAGTX001, LLC
	ARC GSKNXTN001, LLC
	ARC GSNPRFL001, LLC
	ARC GSPARTX001, LLC
	ARC GSPARWV001, LLC
	ARC GSREDCA001, LLC
	ARC GSSCYIA001, LLC
	ARC GSSVAAZ001, LLC
	ARC HVHVPA0001 GP LLC
	ARC HVLHNPA001 GP LLC
	ARC HVLNDPA001 GP LLC
	ARC HVLNDPA002 GP LLC
	ARC HVLRKPA001 GP LLC
	ARC HVLSDPA001 GP LLC
	ARC HVPMTPA001 GP LLC
	ARC HVSGHPA001 GP LLC
	ARC HVSHPA0001 GP LLC
	ARC HVSPKPA001 GP LLC
	ARC HVSTNPA001 GP LLC
	ARC HVSTNPA002 GP LLC
	ARC HVSVPA0001 GP LLC
	ARC HVWPTPA001 GP LLC
	ARC HVWYMPA001 GP LLC
	ARC FESAGMI001, LLC
	ARC FESHRTX001, LLC
	ARC FEWLBNH001, LLC
	ARC GSBRKNY001, LLC
	ARC GSBRNTX001, LLC
	ARC GSCOSCO001, LLC
	ARC GSDALTX001, LLC
	ARC GSEAGTX001, LLC, each a Delaware limited liability company


 


	By:	/s/ Jesse C. Galloway	 
	Name: Jesse C. Galloway	 
	Title: Authorized Signatory	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


	ARC IHBRGLA001, LLC
	ARC IHSAL0R001, LLC
	ARC JJAMHNY001, LLC
	ARC JJPLYMA001, LLC
	ARC JJWATNJ001, LLC
	ARC KGADRIA001, LLC
	ARC KGBLVMO001, LLC
	ARC KGBLVMO002, LLC
	ARC KGFGRMO001, LLC
	ARC KGHLSMO001, LLC
	ARC KGMNTMO001, LLC
	ARC KGNLAIA001, LLC
	ARC KGSPFMO001, LLC
	ARC KGSPFMO002, LLC
	ARC KGSPFMO003, LLC
	ARC KGSPFMO004, LLC
	ARC KGSPFMO005, LLC
	ARC KGSPFMO006, LLC
	ARC KGSPFMO007, LLC
	ARC KGSPFMO008, LLC
	ARC KGWYVMO001, LLC
	ARC LWAUGGA001, LLC
	ARC MBOKCOK001, LLC
	ARC MBWESTX001, LLC
	ARC NTDLVGA001, LLC
	ARC NTKNSGA001, LLC
	ARC NTLBNGA001, LLC
	ARC ORBVAMI001, LLC
	ARC ORRSVMI001, LLC, each a Delaware limited liability company


 


	By:	/s/ Jesse C. Galloway	 
	Name: Jesse C. Galloway	 
	Title: Authorized Signatory	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


	ARC ORSGNMI001, LLC
	ARC ORWFDMI001, LLC
	ARC PBLVGNV001, LLC
	ARC PBNWLPA001, LLC
	ARC PBSTKCA001, LLC
	ARC PMOTTIL001, LLC
	ARC RNAUGGA001, LLC
	ARC RNDKSTN001, LLC
	ARC RNKSCKS001, LLC
	ARC RNMPHTN001, LLC
	ARC RNNAUSC001, LLC
	ARC RNNCSIN001, LLC
	ARC RNSMPTN001, LLC
	ARC RNSVLGA001, LLC
	ARC RNVLDGA001, LLC
	ARC SEBRDFL001, LLC
	ARC SEMTDFL001, LLC
	ARC TJPTLME001, LLC
	ARC TPCANNY001, LLC
	ARC TSFRCSC001, LLC
	ARC TSKMZMI001, LLC
	ARC TSMDNGA001, LLC
	ARC TSPTKCT001, LLC
	ARC USMNEMN001, LLC
	ARC VACLDID001, LLC
	ARC WGACWGA001, LLC
	ARC WGANGNY001, LLC
	ARC WGBKLNY001 LLC
	ARC WGBKLNY002 LLC
	ARC WGELKIN001, LLC, each a Delaware limited liability company


 


	By:	/s/ Jesse C. Galloway	 
	Name: Jesse C. Galloway	 
	Title: Authorized Signatory	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


ARC WGFSTMS001, LLC


ARC WGLSPGA001, LLC


ARC WGMRCLA001, LLC


ARC WGPTHNY001 LLC


ARC WGQNSNY001 LLC


ARC WGQNSNY002 LLC


ARC WGQNSNY003 LLC


ARC WMEBBPA001, LLC


ARC WPMRNOH001, LLC


CRE JV Mixed Five IL 1 Branch Holdings LLC


ARC FEHOUTX 001, LLC


ARC JBDESMO001, LLC


ARC JBTDAOR001, LLC


ARC JBCCRTX001, LLC


ARC JBVANWA001, LLC


ARC JBHOUTX001, LLC


ARC WGBYRMS001, LLC


ARC WGIRDNY001, LLC


ARC WGPYNNY001, LLC


ARC WRELPTX001, LLC


ARC WPIACIA001, LLC


ARC GEMSKWI001, LLC


ARC LMLUFTX001, LLC


ARC FESPKWA001, LLC


ARC VZHRMMD001, LLC


ARC RRBDFTX001, LLC


ARC ROC17MA LLC


ARC PANJOH54 LLC


ARC ROCK17MA Member LLC


ARC PANJOH54 Member LLC


ARC PA-QRS Trust Member LLC, each a Delaware limited liability
company


 


	By:	/s/ Jesse C. Galloway	 
	 	Name: Jesse C. Galloway 	 
	 	Title: Authorized Signatory 	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


ARC PA-QRS Trust, a Virginia business trust


 


	By:	/s/ Jesse C. Galloway	 
	 	Name: Jesse C. Galloway 	 
	 	Title: Authorized Signatory 	 


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


 



    	 



    	 



    

 


ADMINISTRATIVE AGENT:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	/s/ D. Bryan Gregory
	 	 	Name: D. Bryan Gregory
	 	 	Title: Director


 


Signature Page to


Amended and Restated Subsidiary Guaranty
Agreement


  



    	 



    	 



    

 


SCHEDULE 1


INITIAL GUARANTORS


 


	ARC ARABLOH001, LLC
	ARC ARABRNC001, LLC
	ARC ARBYCMI001, LLC
	ARC ARCBYPA001, LLC
	ARC ARCTDNY001, LLC
	ARC ARGIDNE001, LLC
	ARC ARHDNFL001, LLC
	ARC ARKTGOH001, LLC
	ARC ARMLNSC001, LLC
	ARC AROCTNY001, LLC
	ARC ARPBLCO001, LLC
	ARC ARPCLFL001, LLC
	ARC ARPHRFL001, LLC
	ARC ARPQAOH001, LLC
	ARC ARRLDMS001, LLC
	ARC ARRTDNY001, LLC
	ARC ARSPHFL001,LLC
	ARC ARVCTTX001, LLC
	ARC AZCLBSC001, LLC
	ARC BFCHSVA001, LLC
	ARC BFDRDMO001, LLC
	ARC BFEDMOK001, LLC
	ARC BFMDBFL001, LLC
	ARC BFMWKWI001, LLC
	ARC BFNRFNJ001, LLC
	ARC BFOKCOK001, LLC
	ARC BFOWAOK001, LLC
	ARC BFTULOK001, LLC
	ARC BFYKNOK001, LLC
	ARC BJBBGSC001, LLC
	ARC BJBUFGA001, LLC
	ARC BJGRFNC001, LLC
	ARC BJHLBNC001,LLC
	ARC BJHPTNC001, LLC
	ARC BJHWLGA001, LLC
	ARC BJINMSC001, LLC
	ARC BJLNCNC001, LLC
	ARC BJNPTAL001, LLC
	ARC BJPDNSC001, LLC
	ARC BJRFDNC001, LLC


 


Schedule 1


 



    	 



    	 



    

 


	ARC BJTSVNC001, LLC
	ARC BJWKTNC001, LLC
	ARC BSPSCAR001, LLC
	ARC CAOMHNE001, LLC
	ARC CCALBGA001, LLC
	ARC CVCHSNY001, LLC
	ARC CVDRYFL001, LLC
	ARC CVRKRNC001, LLC
	ARC DDBLKID001, LLC
	ARC DDENTAL001, LLC
	ARC DDSLVPA001, LLC
	ARC DFLVPIL001, LLC
	ARC DFWCHKS001, LLC
	ARC DGABBLA001, LLC
	ARC DGADLAL001, LLC
	ARC DGALSMI001, LLC
	ARC DGBKYMI001, LLC
	ARC DGBMNOH001, LLC
	ARC DGBMTTX001, LLC
	ARC DGBNTMO001, LLC
	ARC DGBSMAL001, LLC
	ARC DGBSNKY001, LLC
	ARC DGCATIL001, LLC
	ARC DGCCPMO001, LLC
	ARC DGCDNOH001, LLC
	ARC DGCLBIL001, LLC
	ARC DGCNTMI001, LLC
	ARC DGCPCTX001, LLC
	ARC DGCPMMI001, LLC
	ARC DGCRGIL001, LLC
	ARC DGCVLAL001, LLC
	ARC DGDRNKY001, LLC
	ARC DGDSNLA001, LLC
	ARC DGDTNOH001, LLC
	ARC DGELSTX001, LLC
	ARC DGFLNLA001, LLC
	ARC DGFYTOH001, LLC
	ARC DGGDNMI001, LLC
	ARC DGGNSTX001, LLC
	ARC DGIWNGA001, LLC
	ARC DGJSNMO001, LLC
	ARC DGJSPAL001, LLC


 


Schedule 1


 



    	 



    	 



    

 


	ARC DGJSPAL002, LLC
	ARC DGJSPAL003, LLC
	ARC DGKGNOH001, LLC
	ARC DGLFTLA001, LLC
	ARC DGLRHFL001, LLC
	ARC DGLTCMI001, LLC
	ARC DGLVLLA001, LLC
	ARC DGMCLMI001, LLC
	ARC DGMLVLA001, LLC
	ARC DGMMTLA001, LLC
	ARC DGMNRLA001, LLC
	ARC DGMTATX001, LLC
	ARC DGCDNOH001, LLC
	ARC DGCLBIL001, LLC
	ARC DGCNTMI001, LLC
	ARC DGCPCTX001, LLC
	ARC DGCPMMI001, LLC
	ARC DGCRGIL001, LLC
	ARC DGCVLAL001, LLC
	ARC DGDRNKY001, LLC
	ARC DGDSNLA001, LLC
	ARC DGMTSIA001, LLC
	ARC DGNMKMI001, LLC
	ARC DGNPTOH001, LLC
	ARC DGOKHOH001, LLC
	ARC DGOLKAL001, LLC
	ARC DGOLSLA001, LLC
	ARC DGOROMO001, LLC
	ARC DGPNKMI001, LLC
	ARC DGPVTLA001, LLC
	ARC DGQNCMO001, LLC
	ARC DGRBLLA001, LLC
	ARC DGSATTX001, LLC
	ARC DGSBTTN001, LLC
	ARC DGSHNMI001, LLC
	ARC DGSLBAL001, LLC
	ARC DGSMTFL001, LLC
	ARC DGSPHMI001, LLC
	ARC DGSSTAL001, LLC
	ARC DGSTJMI001, LLC
	ARC DGSVLOH001, LLC
	ARC DGTBYAL001, LLC


 


Schedule 1


 



    	 



    	 



    

 


	ARC DGTKSMI001, LLC
	ARC DGUVLMO001, LLC
	ARC DGWLLMI001, LLC
	ARC DGWTLIA001, LLC
	ARC FEBTMMD001, LLC
	ARC FECNTOH001, LLC
	ARC FEEGBNY001, LLC
	ARC FEGRNOH001, LLC
	ARC FENPXAZ001, LLC
	ARC DGMTSIA001, LLC
	ARC DGNMKMI001, LLC
	ARC DGNPTOH001, LLC
	ARC DGOKHOH001, LLC
	ARC DGOLKAL001, LLC
	ARC DGOLSLA001, LLC
	ARC DGOROMO001, LLC
	ARC DGPNKMI001, LLC
	ARC DGPVTLA001, LLC
	ARC FESAGMI001, LLC
	ARC FESHRTX001, LLC
	ARC FEWLBNH001, LLC
	ARC GSBRKNY001, LLC
	ARC GSBRNTX001, LLC
	ARC GSCOSCO001, LLC
	ARC GSDALTX001, LLC
	ARC GSEAGTX001, LLC
	ARC GSKNXTN001, LLC
	ARC GSNPRFL001, LLC
	ARC GSPARTX001, LLC
	ARC GSPARWV001, LLC
	ARC GSREDCA001, LLC
	ARC GSSCYIA001, LLC
	ARC GSSVAAZ001, LLC
	ARC HVHVPA0001 GP LLC
	ARC HVLHNPA001 GP LLC
	ARC HVLNDPA001 GP LLC
	ARC HVLNDPA002 GP LLC
	ARC HVLRKPA001 GP LLC
	ARC HVLSDPA001 GP LLC
	ARC HVPMTPA001 GP LLC
	ARC HVSGHPA001 GP LLC
	ARC HVSHPA0001 GP LLC
	ARC HVSPKPA001 GP LLC
	ARC HVSTNPA001 GP LLC


 


Schedule 1


 



    	 



    	 



    

 


	ARC HVSTNPA002 GP LLC
	ARC HVSVPA0001 GP LLC
	ARC HVWPTPA001 GP LLC
	ARC HVWYMPA001 GP LLC
	ARC FESAGMI001, LLC
	ARC FESHRTX001, LLC
	ARC FEWLBNH001, LLC
	ARC GSBRKNY001, LLC
	ARC GSBRNTX001, LLC
	ARC GSCOSCO001, LLC
	ARC GSDALTX001, LLC
	ARC GSEAGTX001, LLC
	ARC IHBRGLA001, LLC
	ARC IHSAL0R001, LLC
	ARC JJAMHNY001, LLC
	ARC JJPLYMA001, LLC
	ARC JJWATNJ001, LLC
	ARC KGADRIA001, LLC
	ARC KGBLVMO001, LLC
	ARC KGBLVMO002, LLC
	ARC KGFGRMO001, LLC
	ARC KGHLSMO001, LLC
	ARC KGMNTMO001, LLC
	ARC KGNLAIA001, LLC
	ARC KGSPFMO001, LLC
	ARC KGSPFMO002, LLC
	ARC KGSPFMO003, LLC
	ARC KGSPFMO004, LLC
	ARC KGSPFMO005, LLC
	ARC KGSPFMO006, LLC
	ARC KGSPFMO007, LLC
	ARC KGSPFMO008, LLC
	ARC KGWYVMO001, LLC
	ARC LWAUGGA001, LLC
	ARC MBOKCOK001, LLC
	ARC MBWESTX001, LLC
	ARC NTDLVGA001, LLC
	ARC NTKNSGA001, LLC
	ARC NTLBNGA001, LLC
	ARC ORBVAMI001, LLC
	ARC ORRSVMI001, LLC
	ARC ORSGNMI001, LLC
	ARC ORWFDMI001, LLC
	ARC PBLVGNV001, LLC


 


Schedule 1


 



    	 



    	 



    

 


	ARC PBNWLPA001, LLC
	ARC PBSTKCA001, LLC
	ARC PMOTTIL001, LLC
	ARC RNAUGGA001, LLC
	ARC RNDKSTN001, LLC
	ARC RNKSCKS001, LLC
	ARC RNMPHTN001, LLC
	ARC RNNAUSC001, LLC
	ARC RNNCSIN001, LLC
	ARC RNSMPTN001, LLC
	ARC RNSVLGA001, LLC
	ARC RNVLDGA001, LLC
	ARC SEBRDFL001, LLC
	ARC SEMTDFL001, LLC
	ARC TJPTLME001, LLC
	ARC TPCANNY001, LLC
	ARC TSFRCSC001, LLC
	ARC TSKMZMI001, LLC
	ARC TSMDNGA001, LLC
	ARC TSPTKCT001, LLC
	ARC USMNEMN001, LLC
	ARC VACLDID001, LLC
	ARC WGACWGA001, LLC
	ARC WGANGNY001, LLC
	ARC WGBKLNY001 LLC
	ARC WGBKLNY002 LLC
	ARC WGELKIN001, LLC
	ARC WGFSTMS001, LLC
	ARC WGLSPGA001, LLC
	ARC WGMRCLA001, LLC
	ARC WGPTHNY001 LLC
	ARC WGQNSNY001 LLC
	ARC WGQNSNY002 LLC
	ARC WGQNSNY003 LLC
	ARC WMEBBPA001, LLC
	ARC WPMRNOH001, LLC
	CRE JV Mixed Five IL 1 Branch Holdings LLC
	ARC FEHOUTX 001, LLC
	ARC JBDESMO001, LLC
	ARC JBTDAOR001, LLC
	ARC JBCCRTX001, LLC
	ARC JBVANWA001, LLC
	ARC JBHOUTX001, LLC
	ARC WGBYRMS001, LLC


 


Schedule 1


 



    	 



    	 



    

 


	ARC WGIRDNY001, LLC
	ARC WGPYNNY001, LLC
	ARC WRELPTX001, LLC
	ARC WPIACIA001, LLC
	ARC GEMSKWI001, LLC
	ARC LMLUFTX001, LLC
	ARC FESPKWA001, LLC
	ARC VZHRMMD001, LLC
	ARC RRBDFTX001, LLC
	ARC ROC17MA LLC
	ARC PANJOH54 LLC
	ARC ROCK17MA Member LLC
	ARC PANJOH54 Member LLC
	ARC PA-QRS Trust Member LLC
	ARC PA-QRS Trust,


 


Schedule 1


 


 



    	 



    	 



    

 


EXHIBIT A


 


COUNTERPART TO AMENDED AND RESTATED SUBSIDIARY
GUARANTY AGREEMENT


 


In witness whereof,
the undersigned Additional Guarantor has caused this Amended and Restated Subsidiary Guaranty Agreement to be executed and delivered
by its officer thereunto duly authorized as of ______________ ____, 20___.


 


	 	 
	 	[NAME OF ADDITIONAL GUARANTOR]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


Exhibit A


  



    	 



    	 



    

 


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 Amended and Restated Subsidiary Guaranty Agreement dated as of
July 2, 2012 executed by the Subsidiary Guarantors of American Realty Capital Operating Partnership, LP, a Delaware limited partnership,
described therein in favor of Administrative Agent for the benefit of the Credit Parties.


 


Wells Fargo Bank, National Association, as Administrative Agent


 


	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


Exhibit B