Exhibit 10.24


 


 






 


Credit Agreement


 


Dated as of June 11, 2014


 


among


 


American Realty Capital Retail
Operating Partnership, L.P.,


as Borrower


 


the Guarantors from time to time
party hereto,


 


the Lenders from time to time
party hereto,


 


Regions Bank,


as Syndication Agent


 


and


 


BMO Harris Bank N.A.,


as Administrative Agent


 


 






 


BMO
Capital Markets and Regions Capital Markets,


as
Joint Lead Arrangers and Joint Book Runners


 




    	 



    	 



    

 


Table of Contents


 


	Section	 	Heading	Page
	 	 	 	 
	Section 1.	 	The Credit Facility	1
	 	 	 	 
	Section 1.1.	 	Commitments	1
	Section 1.2.	 	Swing Loans	1
	Section 1.3.	 	Letters of Credit	3
	Section 1.4.	 	Applicable Interest Rates	7
	Section 1.5.	 	Minimum Borrowing Amounts; Maximum Eurodollar Loans	9
	Section 1.6.	 	Manner of Borrowing Loans and Designating Applicable Interest Rates	9
	Section 1.7.	 	Maturity of Loans	11
	Section 1.8.	 	Prepayments	11
	Section 1.9.	 	Default Rate	12
	Section 1.10.	 	Evidence of Indebtedness	12
	Section 1.11.	 	Funding Indemnity	13
	Section 1.12.	 	Commitment Terminations	14
	Section 1.13.	 	Substitution of Lenders	14
	Section 1.14.	 	Defaulting Lenders	15
	Section 1.15.	 	Increase in Commitments	18
	Section 1.16.	 	Extension of Termination Date	18
	 	 	 	 
	Section 2.	 	Fees	19
	 	 	 	 
	Section 2.1.	 	Fees	19
	 	 	 	 
	Section 3.	 	Place and Application of Payments	20
	 	 	 	 
	Section 3.1.	 	Place and Application of Payments	20
	Section 3.2.	 	Account Debit	21
	 	 	 	 
	Section 4.	 	Guaranties and Collateral	21
	 	 	 	 
	Section 4.1.	 	Guaranties	21
	Section 4.2.	 	Collateral	22
	Section 4.3.	 	Further Assurances	22
	Section 4.4.	 	Depository Bank	22
	 	 	 	 
	Section 5.	 	Definitions; Interpretation	22
	 	 	 	 
	Section 5.1.	 	Definitions	22
	Section 5.2.	 	Interpretation	47
	Section 5.3.	 	Change in Accounting Principles	48


 




    	 



    	 



    

 


	Section 6.	 	Representations and Warranties	48



	Section 6.1.	 	Organization and Qualification	48
	Section 6.2.	 	Subsidiaries	48
	Section 6.3.	 	Authority and Validity of Obligations	49
	Section 6.4.	 	Use of Proceeds; Margin Stock	49
	Section 6.5.	 	Financial Reports	50
	Section 6.6.	 	No Material Adverse Change	50
	Section 6.7.	 	Full Disclosure	50
	Section 6.8.	 	Trademarks, Franchises, and Licenses	50
	Section 6.9.	 	Governmental Authority and Licensing	50
	Section 6.10.	 	Good Title	51
	Section 6.11.	 	Litigation and Other Controversies	51
	Section 6.12.	 	Taxes	51
	Section 6.13.	 	Approvals	51
	Section 6.14.	 	Affiliate Transactions	51
	Section 6.15.	 	Investment Company	51
	Section 6.16.	 	ERISA	51
	Section 6.17.	 	Compliance with Laws	52
	Section 6.18.	 	OFAC	53
	Section 6.19.	 	Other Agreements	53
	Section 6.20.	 	Solvency	53
	Section 6.21.	 	No Default	53
	Section 6.22.	 	No Broker Fees	53
	Section 6.23.	 	Condition of Property; Casualties; Condemnation	53
	Section 6.24.	 	Legal Requirements, and Zoning	54
	Section 6.25.	 	REIT Status	54
	 	 	 	 
	Section 7.	 	Conditions Precedent	54
	 	 	 	 
	Section 7.1.	 	All Credit Events	54
	Section 7.2.	 	Initial Credit Event	55
	Section 7.3.	 	Eligible Property Additions and Deletions to the Borrowing Base	57
	 	 	 	 
	Section 8.	 	Covenants	60
	 	 	 	 
	Section 8.1.	 	Maintenance of Existence	60
	Section 8.2.	 	Maintenance of Properties	60
	Section 8.3.	 	Taxes and Assessments	60
	Section 8.4.	 	Insurance	60
	Section 8.5.	 	Financial Reports	61
	Section 8.6.	 	Inspection	63
	Section 8.7.	 	Liens	63
	Section 8.8.	 	Investments, Acquisitions, Loans and Advances	64
	Section 8.9.	 	Mergers, Consolidations and Sales	66
	Section 8.10.	 	Maintenance of Subsidiaries	67
	Section 8.11.	 	ERISA	67
	Section 8.12.	 	Compliance with Laws	67


 




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	Section 8.13.	 	Compliance with OFAC Sanctions Programs	68
	Section 8.14.	 	Burdensome Contracts With Affiliates	69
	Section 8.15.	 	No Changes in Fiscal Year	69
	Section 8.16.	 	Formation of Subsidiaries	69
	Section 8.17.	 	Change in the Nature of Business	69
	Section 8.18.	 	Use of Proceeds	69
	Section 8.19.	 	No Restrictions	69
	Section 8.20.	 	Financial Covenants	69
	Section 8.21.	 	Borrowing Base Requirements	70
	Section 8.22.	 	Electronic Delivery of Certain Information	70
	Section 8.23.	 	REIT Status	71
	Section 8.24.	 	Restricted Payments	71
	 	 	 	 
	Section 9.	 	Events of Default and Remedies	72
	 	 	 	 
	Section 9.1.	 	Events of Default	72
	Section 9.2.	 	Non-Bankruptcy Defaults	75
	Section 9.3.	 	Bankruptcy Defaults	75
	Section 9.4.	 	Collateral for Undrawn Letters of Credit	75
	 	 	 	 
	Section 10.	 	Change in Circumstances	77
	 	 	 	 
	Section 10.1.	 	Change of Law	77
	Section 10.2.	 	Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR	77
	Section 10.3.	 	Increased Cost and Reduced Return	78
	Section 10.4.	 	Lending Offices	79
	Section 10.5.	 	Discretion of Lender as to Manner of Funding	79
	 	 	 	 
	Section 11.	 	The Administrative Agent	79
	 	 	 	 
	Section 11.1.	 	Appointment and Authorization of Administrative Agent	79
	Section 11.2.	 	Administrative Agent and its Affiliates	79
	Section 11.3.	 	Action by Administrative Agent	80
	Section 11.4.	 	Consultation with Experts	80
	Section 11.5.	 	Liability of Administrative Agent; Credit Decision	81
	Section 11.6.	 	Indemnity	81
	Section 11.7.	 	Resignation and Removal of Administrative Agent and Successor Administrative Agent	82
	Section 11.8.	 	L/C Issuer and Swing Line Lender.	83
	Section 11.9.	 	Hedging Liability and Bank Product Obligations	83
	Section 11.10.	 	Designation of Additional Agents	83
	Section 11.11.	 	Authorization to Release or Limit Liens	83
	Section 11.12.	 	Authorization to Enter into, and Enforcement of, the Collateral Documents; Possession of Collateral	84


 




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	Section 12.	 	Miscellaneous	84



	Section 12.1.	 	Withholding Taxes	84
	Section 12.2.	 	Other Taxes	87
	Section 12.3.	 	No Waiver, Cumulative Remedies	87
	Section 12.4.	 	Non-Business Days	87
	Section 12.5.	 	Survival of Representations	87
	Section 12.6.	 	Survival of Indemnities	87
	Section 12.7.	 	Sharing of Set-Off	87
	Section 12.8.	 	Notices	88
	Section 12.9.	 	Counterparts; Integration; Effectiveness	89
	Section 12.10.	 	Successors and Assigns	89
	Section 12.11.	 	Participants	89
	Section 12.12.	 	Assignments	90
	Section 12.13.	 	Amendments	93
	Section 12.14.	 	Headings	94
	Section 12.15.	 	Costs and Expenses; Indemnification	94
	Section 12.16.	 	Set-off	95
	Section 12.17.	 	Entire Agreement	96
	Section 12.18.	 	Waiver of Jury Trial	96
	Section 12.19.	 	Severability of Provisions	96
	Section 12.20.	 	Excess Interest	97
	Section 12.21.	 	Construction	97
	Section 12.22.	 	Lender’s and L/C Issuer’s Obligations Several	97
	Section 12.23.	 	Governing Law; Jurisdiction; Consent to Service of Process	97
	Section 12.24.	 	USA Patriot Act	98
	Section 12.25.	 	Confidentiality	99
	 	 	 	 
	Section 13.	 	The Guarantees	99
	 	 	 	 
	Section 13.1.	 	The Guarantees	99
	Section 13.2.	 	Guarantee Unconditional	100
	Section 13.3.	 	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	101
	Section 13.4.	 	Subrogation	101
	Section 13.5.	 	Waivers	101
	Section 13.6.	 	Limit on Recovery	101
	Section 13.7.	 	Stay of Acceleration	101
	Section 13.8.	 	Benefit to Guarantors	102
	Section 13.9.	 	Guarantor Covenants	102
	Section 13.10.	 	Subordination	102
	Section 13.11.	 	Keepwell	102
	 	 	 	 
	Signature Page	 	 	


 


	Exhibit A	 	—	 	Notice of Payment Request
	Exhibit B	 	—	 	Notice of Borrowing



 






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	Exhibit C	 	—	 	Notice of Continuation/Conversion
	Exhibit D-1	 	—	 	Revolving Note
	Exhibit D-2	 	—	 	Swing Note
	Exhibit E	 	—	 	Compliance Certificate
	Exhibit F	 	—	 	Assignment and Acceptance
	Exhibit G	 	—	 	Additional Guarantor Supplement
	Exhibit H	 	—	 	Commitment Amount Increase Request
	Exhibit I	 	—	 	Borrowing Base Certificate
	 	 	 	 	 
	Schedule 1	 	—	 	Commitments
	Schedule 1.1	 	—	 	Initial Borrowing Base Properties
	Schedule 1.2	 	—	 	Existing Liens
	Schedule 6.2	 	—	 	Subsidiaries
	Schedule 6.11	 	—	 	Litigation
	Schedule 8.8	 	—	 	Investments


 




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Credit Agreement


 


This Credit Agreement
(this “Agreement”) is entered into as of June 11, 2014 by and among American
Realty Capital Retail Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), the
Guarantors from time to time party to this Agreement, the several financial institutions from time to time party to this Agreement,
as Lenders, Regions Bank, as Syndication Agent, and BMO Harris Bank N.A., as Administrative
Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms
are defined in Section 5.1 hereof.


 


Preliminary Statement


 


The Borrower has requested,
and the Lenders have agreed to extend, certain credit facilities on the terms and conditions of this Agreement.


 


Now,
Therefore, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section 1.          The
Credit Facility.


 


Section 1.1.          Commitments.
Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan or loans (individually
a “Revolving Loan” and collectively for all the Lenders the “Revolving Loans”) in U.S. Dollars
to the Borrower from time to time on a revolving basis up to the amount of such Lender’s Commitment, subject to any reductions
thereof pursuant to the terms hereof, before the Termination Date. The sum of the aggregate principal amount of Revolving Loans,
Swing Loans and L/C Obligations at any time outstanding shall not exceed the lesser of (i) the Commitments of all Lenders
in effect at such time and (ii) the Borrowing Base as then determined and computed. Each Borrowing of Revolving Loans shall
be made ratably by the Lenders in proportion to their respective Percentages. As provided in Section 1.6(a) hereof, the Borrower
may elect that each Borrowing of Revolving Loans be either Base Rate Loans or Eurodollar Loans. Revolving Loans may be repaid and
the principal amount thereof reborrowed before the Termination Date, subject to the terms and conditions hereof.


 


Section 1.2.          Swing
Loans. (a) Generally. Subject to the terms and conditions hereof, as part of the Revolving Credit, the Swing Line
Lender may make loans in U.S. Dollars to the Borrower under the Swing Line (individually a “Swing Loan”
and collectively the “Swing Loans”) which shall not in the aggregate at any time outstanding exceed the Swing
Line Sublimit. Swing Loans may be availed of from time to time and borrowings thereunder may be repaid and used again during the
period ending on the Termination Date. Each Swing Loan shall be in a minimum amount of $250,000 or such greater amount which is
an integral multiple of $100,000.


 




    	 



    	 



    

 


(b)          Interest
on Swing Loans. Each Swing Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum
equal to (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Credit as from time
to time in effect (computed on the basis of a year of 360 days for the actual number of days elapsed) or (ii) the Swing
Line Lender’s Quoted Rate (computed on the basis of a year of 360 days for the actual number of days elapsed). Interest
on each Swing Loan shall be due and payable by the Borrower on each Interest Payment Date and at maturity (whether by acceleration
or otherwise).


 


(c)          Requests
for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than
2:00 p.m. (New York City time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and
date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise
the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in
its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available
to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as
“Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote
is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s
Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall
be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable
Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and
conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to
an account of the Borrower’s maintained with the Administrative Agent or its Affiliate or as the Borrower, the Administrative
Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the
undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement
(provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan
have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).


 


(d)          Refunding
Loans. In its sole and absolute discretion, the Swing Line Lender may at any time (and shall no later than the fifth Business
Day after each Swing Line Loan is advanced if such Loan has not been sooner repaid), on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to act on its behalf for such purpose) and with notice to the Borrower and the Administrative
Agent, request each Lender to make a Revolving Loan in the form of a Base Rate Loan in an amount equal to such Lender’s Percentage
of the amount of the Swing Loans outstanding on the date such notice is given (which Loans shall thereafter bear interest as provided
for in Section 1.4(a) hereof). Unless an Event of Default described in Section 9.1(j) or 9.1(k) exists with respect to the
Borrower, regardless of the existence of any other Event of Default, each Lender shall make the proceeds of its requested Revolving
Loan available to the Administrative Agent for the account of the Swing Line Lender), in immediately available funds, at the Administrative
Agent’s office in Chicago, Illinois (or such other location designated by the Administrative Agent), before 12:00 Noon (Chicago
time) on the Business Day following the day such notice is given. The Administrative Agent shall promptly remit the proceeds of
such Borrowing to the Swing Line Lender to repay the outstanding Swing Loans.


 




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(e)          Participations.
If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Swing Line Lender pursuant to Section 1.2(d)
above (because an Event of Default described in Section 9.1(j) or 9.1(k) exists with respect to the Borrower or otherwise),
such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Swing Line Lender, purchase
from the Swing Line Lender an undivided participating interest in the outstanding Swing Loans in an amount equal to its Percentage
of the aggregate principal amount of Swing Loans that were to have been repaid with such Revolving Loans. From and after the date
of any such purchase, such Swing Loans shall thereafter bear interest as provided for in Section 1.2(b)(i) above). Each Lender
that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Percentage of each payment of principal
received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Swing Line Lender
its participation in such Loan. The several obligations of the Lenders under this Section shall be absolute, irrevocable, and unconditional
under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any
Lender may have or have had against the Borrower, any other Lender, or any other Person whatsoever. Without limiting the generality
of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination
of the Commitments of any Lender, and each payment made by a Lender under this Section shall be made without any offset, abatement,
withholding, or reduction whatsoever.


 


Section 1.3.          Letters
of Credit. (a) General Terms. Subject to the terms and conditions hereof, as part of the Revolving Credit, the
L/C Issuer shall issue standby and commercial letters of credit (each a “Letter of Credit”) for the account
of the Borrower or any one or more of its Subsidiaries in an aggregate undrawn face amount up to the L/C Sublimit. Each Letter
of Credit shall be issued by the L/C Issuer, but each Lender shall be obligated to reimburse the L/C Issuer for such Lender’s
Percentage of the amount of each drawing thereunder and, accordingly, each Letter of Credit shall constitute usage of the Commitment
of each Lender pro rata in an amount equal to its Percentage of the L/C Obligations then outstanding.


 




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(b)          Applications.
At any time before the Termination Date, the L/C Issuer shall, at the request of the Borrower, issue one or more Letters of Credit
in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of 12 months
from the date of issuance (or which are cancelable not later than 12 months from the date of issuance) or thirty (30) days
prior to the Termination Date (subject to the sentence below in respect of Letters of Credit with expiration dates that are automatically
extended), in an aggregate face amount up to the L/C Sublimit, upon the receipt of an application duly executed by the Borrower
for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested
(each an “Application”); provided, however, that the L/C Issuer may issue Letters of Credit with
expiration dates later than the date that is thirty (30) days prior to the Termination Date if the Borrower and the L/C Issuer
enter into arrangements for the Cash Collateralization or backstop of such Letters of Credit in a manner satisfactory to the L/C
Issuer. Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection
with each Letter of Credit as set forth in Section 2.1 hereof, (ii) except as otherwise provided in Section 1.8
or Section 1.14 hereof, unless an Event of Default is then continuing, the L/C Issuer will not call for the funding by the
Borrower of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer
is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, unless a Loan
shall be made on such date in the amount of the Reimbursement Obligations and the proceeds thereof applied to pay such Reimbursement
Obligations as contemplated by the last sentence of Section 1.3(c) hereof, the Borrower’s obligation to reimburse the L/C
Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such
drawing is paid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed
on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If the L/C Issuer issues
any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration
date will not so extend beyond its then scheduled expiration date, then the L/C Issuer will give such notice of non-renewal before
the time necessary to prevent such automatic extension if before such required notice date: (i) the expiration date of such
Letter of Credit if so extended would be after the date that is thirty (30) days prior to the Termination Date, (ii) the Commitments
have been terminated, or (iii) a Default or an Event of Default is then continuing and either the Administrative Agent or
the Required Lenders (with notice to the Administrative Agent) have given the L/C Issuer instructions not to so permit the extension
of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing
the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 7
hereof and the other terms of this Section 1.3.


 


(c)          The
Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such
Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b)
hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement
Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be
made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been
informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid
or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to
be paid, by no later than 1:00 p.m. (Chicago time) on the following Business Day, in immediately available funds at the Administrative
Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to
the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does
not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the
manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of
any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below.


 




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(d)          Obligations
Absolute. The Borrower’s obligation to reimburse L/C Obligations as provided in subsection (c) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and
the relevant Application under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate
in any respect, (iii) payment by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that
does not strictly comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or
not similar to any of the foregoing, that might, but for the provisions of this Section 1.3, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder, except, in each case, to the extent
of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable Legal Requirements) suffered by the Borrower that are caused by the L/C Issuer’s gross
negligence, bad faith or willful misconduct on the part of the L/C Issuer (as finally determined by a court of competent jurisdiction).
None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to
the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived
by the Borrower to the extent permitted by applicable Legal Requirements) suffered by the Borrower that are caused by the L/C Issuer’s
failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on
the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 




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(e)          The
Participating Interests. Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit),
by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such
Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating
Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed
to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related
drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the
Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation,
each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto
from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m.
(Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after
such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s
Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the
related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to:
(i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such
Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business
Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender,
the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage
of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer
retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer
under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall
not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the
Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality
of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination
of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any
offset, abatement, withholding or reduction whatsoever.


 


(f)          Indemnification.
The Participating Lenders shall, to the extent of their respective Percentages, indemnify the L/C Issuer (to the extent not reimbursed
by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from such L/C Issuer’s gross negligence or willful misconduct as determined by a court of
competent jurisdiction by final and nonappealable judgment) that the L/C Issuer may suffer or incur in connection with any Letter
of Credit issued by it. The obligations of the Participating Lenders under this Section 1.3(f) and all other parts of this
Section 1.3 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other
documents presented in connection with drawings thereunder.


 


(g)          Manner
of Requesting a Letter of Credit. The Borrower shall provide at least five (5) Business Days’ advance written notice
to the Administrative Agent of each request for the issuance of a Letter of Credit, such notice in each case to be accompanied
by an Application for such Letter of Credit properly completed and executed by the Borrower and, in the case of an extension or
amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the
Administrative Agent and the L/C Issuer, in each case, together with the fees called for by this Agreement. The Administrative
Agent shall promptly notify the L/C Issuer of the Administrative Agent’s receipt of each such notice (and the L/C Issuer
shall be entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied
unless notified to the contrary by the Administrative Agent or the Required Lenders) and the L/C Issuer shall promptly notify the
Administrative Agent and the Lenders of the issuance of the Letter of Credit so requested.




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(h)          Replacement
of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any
such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced L/C Issuer. From and after the effective date of any such replacement (i) the
successor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed
to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context
shall require. After the replacement of a L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and
shall continue to have all the rights and obligations of a L/C Issuer under this Agreement with respect to Letters of Credit
issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


Section 1.4.          Applicable
Interest Rates. (a) Base Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest (computed
on the basis of a year of 365 or 366 days, as the case may be, and the actual days elapsed) on the unpaid principal amount
thereof from the date such Loan is advanced, or created by conversion from a Eurodollar Loan, until maturity (whether by acceleration
or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable
by the Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).


 


“Base Rate”
means, for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced or otherwise established
by the Administrative Agent from time to time as its prime commercial rate, or its equivalent, for U.S. Dollar loans to borrowers
located in the United States as in effect on such day, with any change in the Base Rate resulting from a change in said prime commercial
rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that
such rate may not be the Administrative Agent’s best or lowest rate), (b) the sum of (i) the rate determined by
the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum
quoted to the Administrative Agent at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is practicable) on
such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by two or more Federal funds brokers
selected by the Administrative Agent for sale to the Administrative Agent at face value of Federal funds in the secondary market
in an amount equal or comparable to the principal amount for which such rate is being determined, plus (ii) 1/2 of 1%, and
(c) the LIBOR Quoted Rate for such day plus 1.00%. As used herein, the term “LIBOR Quoted Rate” means,
for any day, the rate per annum equal to the quotient of (i) the rate per annum (rounded upwards, if necessary, to the next
higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a one-month interest period which appears
on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such day (or, if such day is not a Business Day, on the immediately
preceding Business Day) divided by (ii) one (1) minus the Eurodollar Reserve Percentage.


 




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(b)          Eurodollar
Loans. Each Eurodollar Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding
(computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date
such Loan is advanced or continued, or created by conversion from a Base Rate Loan, until maturity (whether by acceleration or
otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted LIBOR applicable for such Interest Period,
payable by the Borrower on each Interest Payment Date and at maturity (whether by acceleration or otherwise).


 


“Adjusted
LIBOR” means, for any Borrowing of Eurodollar Loans, a rate per annum determined in accordance with the following formula:


 


	 	Adjusted LIBOR	=	LIBOR	 
	 	 	 	1 - Eurodollar Reserve Percentage	 


 


“Eurodollar
Reserve Percentage” means the maximum reserve percentage, expressed as a decimal, at which reserves (including, without
limitation, any emergency, marginal, special, and supplemental reserves) are imposed by the Board of Governors of the Federal Reserve
System (or any successor) on “eurocurrency liabilities”, as defined in such Board’s Regulation D
(or any successor thereto), subject to any amendments of such reserve requirement by such Board or its successor, taking into account
any transitional adjustments thereto. For purposes of this definition, the relevant Loans shall be deemed to be “eurocurrency
liabilities” as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under
Regulation D. The Eurodollar Reserve Percentage shall be adjusted
automatically on and as of the effective date of any change in any such reserve percentage.


 


“LIBOR”
means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index Rate for such Interest Period, if such
rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds
are offered to the Administrative Agent at 11:00 a.m. (London, England time) two (2) Business Days before the beginning
of such Interest Period by three (3) or more major banks in the interbank eurodollar market selected by the Administrative Agent
for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Loan scheduled to be made as part of such Borrowing.


 


“LIBOR Index
Rate” means, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth
of a percentage point) for deposits in U.S. Dollars for a period equal to such Interest Period, which appears on the LIBOR01 Page
as of 11:00 a.m. (London, England time) on the day two (2) Business Days before the commencement of such Interest Period.


 


“LIBOR01 Page”
means the display designated as “LIBOR01 Page” on the Reuters Service (or on any successor or substitute page
of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided
on such page of such service, as reasonably determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market).


 




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(c)          Rate
Determinations.  The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement
Obligations hereunder, and its good faith determination thereof shall be conclusive and binding except in the case of manifest
error.


 


Section 1.5.          Minimum
Borrowing Amounts; Maximum Eurodollar Loans. Each Borrowing of Base Rate Loans shall be in an amount not less than $100,000.
Each Borrowing of Eurodollar Loans advanced, continued or converted to a Eurodollar Loan shall be in an amount equal to $500,000
or such greater amount which is an integral multiple of $100,000. Without the Administrative Agent’s consent, there shall
not be more than five (5) Borrowings of Eurodollar Loans outstanding hereunder.


 


Section 1.6.          Manner
of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. The Borrower
shall give notice to the Administrative Agent by no later than 2:00 p.m. (Chicago time): (i) at least three (3) Business
Days before the date on which the Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans and (ii) one Business
Day before the date the Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing
shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms
and conditions hereof, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing
or, subject to the minimum amount requirement for each outstanding Borrowing set forth in Section 1.5 hereof, a portion thereof,
as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower
may continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans or
(ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing
into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices
requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by telephone, telecopy, or
other telecommunication device acceptable to the Administrative Agent (which notice shall be irrevocable once given and, if by
telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing)
or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative
Agent. Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion
of part or all of a Borrowing of Base Rate Loans into Eurodollar Loans must be given by no later than 2:00 p.m. (Chicago time)
at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning
the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion
of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the
type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans,
the Interest Period applicable thereto. No Borrowing of Eurodollar Loans shall be advanced, continued, or created by conversion
if any Default or Event of Default is then continuing. The Borrower agrees that the Administrative Agent may rely on any such telephonic,
telecopy or other telecommunication notice given by any person the Administrative Agent in good faith believes is an Authorized
Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with
any written confirmation such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.


 




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(b)          Notice
to the Lenders. The Administrative Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender
of any notice from the Borrower received pursuant to Section 1.6(a) above and, if such notice requests the Lenders to make
Eurodollar Loans, the Administrative Agent shall give notice to the Borrower and each Lender by like means of the interest rate
applicable thereto promptly after the Administrative Agent has made such determination.


 


(c)          Borrower’s
Failure to Notify. If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion
of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period
within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), such Borrowing
shall automatically be continued as a Borrowing of Eurodollar Loans with an Interest Period of one (1) month. In the event the
Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation
and has not notified the Administrative Agent by 2:00 p.m. (Chicago time) on the day such Reimbursement Obligation becomes
due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall
be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or, at the option of the Swing Line Lender,
under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay
the Reimbursement Obligation then due.


 


(d)          Disbursement
of Loans. Not later than 1:00 p.m. (Chicago time) on the date of any requested advance of a new Borrowing, subject to
Section 7 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available
at the principal office of the Administrative Agent in Chicago, Illinois (or at such other location as the Administrative Agent
shall designate). The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrower on the date
of such Borrowing as instructed by the Borrower. 


 


(e)          Administrative
Agent Reliance on Lender Funding. Unless the Administrative Agent shall have been notified by a Lender prior to (or, in the
case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the date on which such Lender is scheduled to make
payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does
not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative
Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the proceeds of the Loan
to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall,
on demand, pay to the Administrative Agent the amount made available to the Borrower attributable to such Lender together with
interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower
and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: (i) from
the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such
Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after
the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each
such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrower will,
on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate
per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment
of a Loan under Section 1.11 hereof so that the Borrower will have no liability under such Section with respect to such payment.


 




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Section 1.7.          Maturity
of Loans. Each Loan, including both the outstanding principal balance thereof and any accrued but unpaid interest thereon,
shall mature and be due and payable by the Borrower on the Termination Date.


 


Section 1.8.          Prepayments.
(a) Optional. The Borrower may prepay in whole or in part (but, if in part, only in an amount not less than
$50,000 and, in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.2 and
1.5 hereof remains outstanding) any Borrowing (i) in the case of a Borrowing of Eurodollar Loans, at any time upon three (3) Business
Days prior written notice by the Borrower to the Administrative Agent or (ii) in the case of a Borrowing of Base Rate Loans, upon
written notice delivered by the Borrower to the Administrative Agent no later than 12:00 noon (Chicago time) on the date of
prepayment (or, in any case, such shorter period of time then agreed to by the Administrative Agent), such prepayment to be made
by the payment of the principal amount to be prepaid and, in the case of any Eurodollar Loans or Swing Loans, accrued interest
thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 1.11 hereof.


 


(b)          Mandatory.


 


(i)          If
at any time the sum of the unpaid principal balance of the Revolving Loans, Swing Loans and the L/C Obligations then outstanding
shall be in excess of the Borrowing Base as determined and computed in the most recent Borrowing Base Certificate delivered in
accordance with Section 8.5(d) or Section 8.5(m) hereof, the Borrower shall, within three (3) Business Days and without notice
or demand, pay the amount of the excess to the Administrative Agent for the account of the Lenders as a mandatory prepayment on
such Obligations, with each such prepayment first to be applied to the Loans until paid in full with any remaining balance to be
held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of
Credit.


 


(ii)         Unless
the Borrower otherwise directs, prepayments of Loans under this Section 1.8(b) shall be applied first to Borrowings of Base
Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their
Interest Periods expire. Each prepayment of Loans under this Section 1.8(b) shall be made by the payment of the principal
amount to be prepaid and, in the case of any Eurodollar Loans or Swing Loans, accrued interest thereon to the date of prepayment
together with any amounts due the Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall be made
in accordance with Section 9.4 hereof.


 




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(c)          Borrowings.
Any amount of Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be
borrowed, repaid and borrowed again.


 


Section 1.9.          Default
Rate. Notwithstanding anything to the contrary contained herein, while any Event of Default is continuing or after acceleration
of the Obligations as a result of an Event of Default, the Borrower shall pay interest (after as well as before entry of judgment
thereon to the extent permitted by law) on the principal amount of all outstanding Loans and Reimbursement Obligations, letter
of credit fees and other amounts of outstanding Obligations at a rate per annum equal to:


 


(a)          for
any Base Rate Loan or any Swing Loan bearing interest based on the Base Rate, the sum of 2.0% plus the Applicable Margin
plus the Base Rate from time to time in effect;


 


(b)          for
any Eurodollar Loan or any Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate, the sum of 2.0% plus
the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and,
thereafter, at a rate per annum equal to the sum of 2.0% plus the Applicable Margin for Base Rate Loans plus the
Base Rate from time to time in effect;


 


(c)          for
any Reimbursement Obligation, the sum of 2.0% plus the amounts due under Section 1.3 with respect to interest on such
Reimbursement Obligation;


 


(d)          for
any Letter of Credit, the sum of 2.0% plus the amounts due under this Agreement with respect to interest on such Letter
of Credit (for the avoidance of doubt, this shall not affect the Borrower’s obligation to pay a letter of credit fee due
under Section 2.1 with respect to such Letter of Credit); and


 


(e)          for
any other amount owing hereunder not covered by clauses (a) through (d) above, the sum of 2.0% plus the Applicable Margin
plus the Base Rate from time to time in effect;


 


provided, however, that in the absence
of an acceleration of the Obligations as a result of an Event of Default, any adjustments pursuant to this Section 1.9 shall
be made at the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written
notice to the Borrower. Interest accruing pursuant to this Section 1.9 shall be paid on demand of the Administrative Agent
at the request or with the consent of the Required Lenders.


 


Section 1.10.         Evidence
of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time hereunder.


 




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(b)          The
Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the
type thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender’s share thereof.


 


(c)          The
entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence
of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative
Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Obligations in accordance with their terms.


 


(d)          Any
Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D-1 (each a “Revolving
Note” and collectively, the “Revolving Notes”) or D-2 (the “Swing Note”), as applicable
(the Revolving Notes and Swing Note being hereinafter referred to collectively as the “Notes”). In such event,
the Borrower shall prepare, execute and deliver to such Lender a Revolving Note or Swing Note payable to such Lender or its registered
assigns in the amount of its Commitment or Swing Line Sublimit, as applicable. Thereafter, the Loans evidenced by such Note or
Notes and interest thereon shall at all times (including after any assignment pursuant to Section 12.12) be represented by
one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.12, except to the
extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again
be evidenced as described in subsections (a) and (b) above.


 


Section 1.11.         Funding
Indemnity. If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund or maintain any Eurodollar
Loan or Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate or the relending or reinvesting of such deposits
or amounts paid or prepaid to such Lender) as a result of:


 


(a)          any
payment, prepayment or conversion of a Eurodollar Loan or such Swing Loan on a date other than the last day of its Interest Period,


 


(b)          any
failure (because of a failure to meet the conditions of Section 7 or otherwise) by the Borrower to borrow or continue a Eurodollar
Loan or such Swing Loan, or to convert a Base Rate Loan into a Eurodollar Loan or such Swing Loan, on the date specified in a notice
given pursuant to Section 1.2 or 1.6(a) hereof,


 


(c)          any
failure by the Borrower to make any payment of principal on any Eurodollar Loan or such Swing Loan when due (whether by acceleration
or otherwise), or


 


(d)          any
acceleration of the maturity of a Eurodollar Loan or such Swing Loan as a result of the occurrence of any Event of Default hereunder,


 




    	-13-



    	 



    

 


then, upon the demand of such Lender, the
Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes
such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting
forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation
of such loss, cost or expense) and the amounts shown on such certificate shall be deemed prima facie correct absent manifest
error.


 


Section 1.12.         Commitment
Terminations. (a) Optional Terminations. The Borrower shall have the right at any time and from time to time, upon
three (3) Business Days prior written notice to the Administrative Agent (or such shorter period of time agreed to by the
Administrative Agent), to terminate the Commitments without premium or penalty and in whole or in part, any partial termination
to be (i) in an amount not less than $5,000,000 and (ii) allocated ratably among the Lenders in proportion to their respective
Percentages, provided that the Commitments may not be reduced to an amount less than the sum of the aggregate principal
amount of Revolving Loans, Swing Loans and L/C Obligations then outstanding. Any termination of the Commitments below the
L/C Sublimit or the Swing Line Sublimit then in effect shall reduce the L/C Sublimit and the Swing Line Sublimit, as
applicable, by a like amount. The Administrative Agent shall give prompt notice to each Lender of any such termination of the Commitments.


 


(b)          Reinstatement.
Any termination of the Commitments pursuant to this Section 1.12 may not be reinstated.


 


Section 1.13.         Substitution
of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or
12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any
Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13
hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such
Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”),
the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require,
at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder
(including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time
owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such
assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority,
(ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under
Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder,
and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof
(provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).


 




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Section 1.14.         Defaulting
Lenders. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent
permitted by applicable Legal Requirements:


 


(i)          Waivers
and Amendments. Such 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 Section 12.13 hereof.


 


(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 Section 9 or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 12.7 hereto shall be applied at such time or times as
may be 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, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to any L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 9.4; fourth, as the Borrower may
request (so long as no Default or Event of Default is then continuing), 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; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement
and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect
to future Letters of Credit issued under this Agreement, in accordance with Section 9.4; sixth, to the payment of any
amounts owing to the Lenders, the L/C Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default is then
continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Obligations in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit
were issued at a time when the conditions set forth in Section 7.1 hereof were satisfied or waived, such payment shall be
applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded
and unfunded participations in L/C Obligations and Swing Loans are held by the Lenders pro rata in accordance with their Percentages
of the relevant Commitments without giving effect to Section 1.14(a)(iv) below. 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 or to post Cash Collateral
pursuant to this Section 1.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 




    	-15-



    	 



    

 


(iii)        Certain
Fees.


 


(A)         No
Defaulting Lender shall be entitled to receive any commitment fee 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).


 


(B)         Each
Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 9.4 hereof.


 


(C)         With
respect to any L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower
shall pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to
such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant
to clause (iv) below.


 


(iv)         Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations
and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages of the
relevant Commitments (calculated without regard to such Defaulting Lender’s Commitments) but only to the extent that (x)
the conditions set forth in Section 7.1 hereof are satisfied at the time of such reallocation (and, unless the Borrower shall
have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that
such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests
in L/C Obligations and Swing Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment.
No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender
arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such
Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)          Cash
Collateral; Repayment of Swing Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be
effected, the Borrower shall, without prejudice to any right or remedy available to them hereunder or under law, (x) first, prepay
Swing Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s
Fronting Exposure in accordance with the procedures set forth in Section 9.4.


 




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(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing that a Lender
is no longer 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 (which may include arrangements with respect to any Cash
Collateral), 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 Loans and funded and unfunded
participations in Letters of Credit and Swing Loans to be held pro rata by the Lenders in accordance with their respective Percentages
of the relevant Commitments (without giving effect to Section 1.14(a)(iv) hereof), whereupon such 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.


 


(c)          New Swing
Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required
to fund any Swing Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Loan and
(ii) no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that
it will have no Fronting Exposure after giving effect thereto.


 


(d)          Purchase
of Defaulting Lender’s Commitment. During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower
giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting
Lender assign its Commitment and Loans to an Eligible Assignee subject and in accordance with the provisions of Section 12.12.
No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee.
In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated to, in its sole discretion, acquire the
face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance
with the provisions of Section 12.12. In connection with any such assignment, such Defaulting Lender shall promptly execute all
documents reasonably requested to effect such assignment, including an appropriate Assignment and Acceptance and shall pay to the
Administrative Agent an assignment fee in the amount of $3500. The exercise by the Borrower of its rights under this Section shall
be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Lenders.


 




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Section 1.15.         Increase
in Commitments. The Borrower may, from time to time, on any Business Day prior to the Termination Date, increase the aggregate
amount of the Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H
or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date
of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional
Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment
(or additional amount of its Commitment(s)); provided, however, that (i) the aggregate amount of the Commitments shall
not be increased by an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less
than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or
the effective date of the Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6
hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect,
otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to
the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material
respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date).
The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request.
Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient
such that after giving effect to its advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition
to such effectiveness that (i) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar
Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11
hereof and (ii) the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12
hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating
to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent
and the Borrower.  Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its
Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option,
unconditionally and without cause, decline to increase its Commitment.


 


Section 1.16.         Extension
of Termination Date. The Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each
of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the Initial Termination Date, request
that Lenders extend the Initial Termination Date through June 11, 2019. Upon the Borrower’s timely delivery of such notice
to the Administrative Agent and payment of the Extension Fee, and provided that both on the notice delivery date and on the Initial
Termination Date (i) no Default or Event of Default has occurred and is continuing, (ii) all representations and warranties
contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality
or Material Adverse Effect, otherwise in all respects) (except to the extent such representations and warranties relate to an
earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or
Material Adverse Effect, otherwise in all respects) as of such date), and (iii) there are at least eight (8) Borrowing Base Properties
with a Borrowing Base Value of at least $250,000,000, the Termination Date shall be extended to June 11, 2019. Should the Termination
Date be extended, the terms and conditions of this Agreement will apply during the extension period, and from and after the date
of such extension, the defined term “Termination Date” shall mean June 11, 2019.


 




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Section 2.          Fees.


 


Section 2.1.          Fees.
(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance
with their Percentages a commitment fee (i) prior to the occurrence of the Pricing Event Date, at a rate per annum equal to (x) 0.25%
if the average daily Unused Commitments are less than 50% of the Commitments then in effect and (y) 0.35% if the average daily
Unused Commitments are greater than or equal to 50% of the Commitments then in effect, and (ii) after the occurrence of the Pricing
Event Date, at a rate per annum equal to (x) 0.20% if the average daily Unused Commitments are less than 50% of the Commitments
then in effect and (y) 0.30% if the average daily Unused Commitments are greater than or equal to 50% of the Commitments then
in effect (in each case, computed on the basis of a year of 360 days and the actual number of days elapsed) and determined
based on the average daily Unused Commitments during such previous quarter. Such commitment fee shall be payable quarterly in arrears
on the last day of each March, June, September, and December in each year (commencing June 30, 2014) and on the Termination Date,
unless the Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date
of such termination in whole shall be calculated and paid on the date of such termination. Any such commitment fee for the first
quarter ending after the Closing Date shall be prorated according to the number of days this Agreement was in effect during such
quarter.


 


(b)          Letter
of Credit Fees. On the date of issuance or extension, or increase in the amount, of any Letter of Credit pursuant to Section 1.3
hereof, the Borrower shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face amount of
(or of the increase in the face amount of) such Letter of Credit. Quarterly in arrears, on the last day of each March, June, September,
and December, commencing on the first such date occurring after the date hereof, the Borrower shall pay to the Administrative Agent,
for the ratable benefit of the Lenders in accordance with their Percentages, a letter of credit fee (the “L/C Participation
Fee”) at a rate per annum equal to the Applicable Margin for Eurodollar Loans (computed on the basis of a year of 360 days
and the actual number of days elapsed) in effect during each day of such quarter applied to the daily average face amount of Letters
of Credit outstanding during such quarter. In addition, the Borrower shall pay to the L/C Issuer for its own account the L/C Issuer’s
customary issuance, drawing, negotiation, amendment, cancellation, assignment, and other administrative fees for each Letter of
Credit as established by the L/C Issuer from time to time.


 


(c)          Administrative
Agent and Other Fees. The Borrower shall pay to the Administrative Agent, for its own use and benefit and for the benefit of
the Lenders, as applicable, the fees agreed to between the Administrative Agent and the Borrower in a fee letter dated June 6,
2014, or as otherwise agreed to in writing between the Borrower and the Administrative Agent. The Borrower shall pay to Regions
Bank and Regions Capital Markets, for their own use and benefit, the fees agreed to between Regions Bank, Regions Capital Markets
and the Borrower in a fee letter dated May 28, 2014, or as otherwise agreed to in writing between the Borrower and Regions Bank
or Regions Capital Markets, as applicable.


 




    	-19-



    	 



    

 


Section 3.          Place
and Application of Payments.


 


Section 3.1.          Place
and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and
of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower
to the Administrative Agent by no later than 1:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative
Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit
of the Lender(s) or L/C Issuer entitled thereto. Any payments received after such time shall be deemed to have been received by
the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds
at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause
to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which
the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount
payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement; provided,
that if the Administrative Agent does not distribute such funds to the Lenders on the date the Administrative Agent receives (or
is deemed to receive) payment from the Borrower, the Administrative Agent shall promptly thereafter distribute such funds together
with interest thereon in respect of each day during the period commencing on the date such payment from the Borrower was received
by the Administrative Agent (or the date the Administrative Agent was deemed to receive such payment) and ending on (but excluding)
the date the Administrative Agent distributes such funds to the Lenders, at a rate per annum equal to the Federal Funds Rate for
each such day. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that
the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the
Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period
commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such
amount to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date
two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from
the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such
Lender, the Base Rate in effect for each such day.


 


Anything contained
herein to the contrary notwithstanding (including, without limitation, Section 1.8(b) hereof), all payments and collections
received in respect of the Obligations and all payments under or in respect of the Guaranties received, in each instance, by the
Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments
as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:


 


(a)          first,
to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing
rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed
to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its
own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall
be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);


 




    	-20-



    	 



    

 


(b)          second,
to the payment of the Swing Loans, both for principal and accrued but unpaid interest;


 


(c)          third,
to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the
aggregate unpaid amounts owing to each holder thereof;


 


(d)          fourth,
to the payment of principal on the Loans, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative
Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative
Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and Hedging Liability,
the aggregate amount paid to, or held as collateral security for, the Lenders and L/C Issuer and, in the case of Hedging Liability,
their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;


 


(e)          fifth,
to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and the
Guarantors evidenced by the Loan Documents (including, without limitation, Bank Product Obligations) to be allocated pro rata in
accordance with the aggregate unpaid amounts owing to each holder thereof; and


 


(f)          finally,
to the Borrower or whoever else may be lawfully entitled thereto.


 


Section 3.2.          Account
Debit. The Borrower hereby irrevocably authorizes the Administrative Agent to, solely during the continuation of an Event
of Default, charge any of the Borrower’s deposit accounts maintained with the Administrative Agent for the amounts from
time to time necessary to pay any then due Obligations; provided that the Borrower acknowledges and agrees that
the Administrative Agent shall not be under an obligation to do so and the Administrative Agent shall not incur any liability
to the Borrower or any other Person for the Administrative Agent’s failure to do so.


 


Section 4.          Guaranties
and Collateral.


 


Section 4.1.          Guaranties.
The payment and performance of the Obligations, Hedging Liability, and Bank Product Obligations shall at all times be guaranteed
by ARC REIT and each wholly-owned Subsidiary (that is a U.S. Person) of the Borrower that owns a Borrowing Base Property pursuant
to Section 13 hereof or pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Administrative
Agent, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and
collectively the “Guaranties”; and ARC REIT and each such wholly-owned Subsidiary executing and delivering this
Agreement as a Guarantor or any such separate Guaranty being referred to herein as a “Guarantor” and collectively
the “Guarantors”).


 




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Section 4.2.          Collateral.
The payment and performance of the Obligations, Hedging Liability, and Bank Product Obligations shall at all times be secured by
a security interest granted to the Administrative Agent for the benefit of the Lenders on the equity interests of each Subsidiary
that is a Guarantor hereunder (the “Collateral”). The Borrower and each such Subsidiary Guarantor shall ensure
that at all times the Liens on the Collateral shall be valid and perfected first priority Liens, subject only to Permitted Liens,
in each case pursuant to Collateral Documents made by such Persons, each in form and substance reasonably satisfactory to the Administrative
Agent.


 


Section 4.3.          Further
Assurances. In the event the Borrower desires to include any additional Eligible Property in the Borrowing Base Value after
the Closing Date, to the extent that such Eligible Property is not owned by an existing Guarantor, as a condition to the inclusion
of such Eligible Property in the Borrowing Base Value, the Borrower shall cause the Subsidiary which owns such Eligible Property
to execute a Guaranty or an Additional Guarantor Supplement in the form of Exhibit G attached hereto (the “Additional
Guarantor Supplement”) as the Administrative Agent may then require, and the Borrower shall also deliver to the Administrative
Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Borrower’s cost and expense, such other instruments,
documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith, including, without
limitation, any Collateral Documents necessary or desirable to grant to the Administrative Agent for the benefit of the Lenders
a perfected first priority security interest on the equity interests of such Subsidiary.


 


Section 4.4.          Depository
Bank. Within sixty (60) days of the Closing Date, the Borrower shall transfer the Depository Account to the Administrative
Agent (or one of its Affiliates, as designated in writing by the Administrative Agent to the Borrower). Following such transfer
and until the Termination Date, the Borrower shall maintain the Depository Account with the Administrative Agent (or such designated
Affiliate).


 


Section 5.          Definitions;
Interpretation.


 


Section 5.1.          Definitions.
The following terms when used herein shall have the following meanings:


 


“Act”
is defined in Section 12.24 hereof.


 


“Additional
Guarantor Supplement” is defined in Section 4.3 hereof.


 


“Adjusted
EBITDA” means, at any date of its determination, an amount equal to (i) EBITDA for the most recently completed Fiscal
Quarter computed on an annualized basis, minus (ii) the Capital Reserve on such date.


 


“Adjusted
LIBOR” is defined in Section 1.4(b) hereof.


 


“Adjusted
Property NOI” means, at any date of its determination, with respect to any Real Property, the Property NOI for the most
recently completed Fiscal Quarter computed on an annualized basis minus (i) the Capital Reserve, and (ii) the greater
of (a) 3% of Property Income for the most recently completed Fiscal Quarter computed on an annualized basis and (b) actual management
fees paid in cash to third party managers for the most recently completed Fiscal Quarter computed on an annualized basis.


 




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“Administrative
Agent” means BMO Harris Bank N.A., in its capacity as Administrative Agent hereunder, and any successor in such capacity
pursuant to Section 11.7 hereof.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affected
Lender” is defined in Section 1.13 hereof.


 


“Affiliate”
means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another
Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or
indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the
ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any
event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary
voting power for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership
interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation
or other Person.


 


“Agreement”
means this Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms
hereof.


 


“Aggregate
Borrowing Base Value” means, as of any date of determination, the sum of Borrowing Base Values of all Borrowing Base
Properties.


 


“Applicable
Margin” means, with respect to Loans, Reimbursement Obligations, and letter of credit fees payable under Section 2.1
hereof:


 


(a) Until the first
Pricing Date, the rates per annum shown opposite Level I in the schedule below.


 


(b) Thereafter, prior
to the occurrence of the Pricing Event Date, from one Pricing Date to the next, the rates per annum determined in accordance with
the following schedule:


 




    	-23-



    	 



    

 


	Level	 	Consolidated Leverage Ratio 
for Such Pricing
    Date	 	Applicable Margin 
for Base Rate
    Loans 
and Reimbursement 
Obligations shall be:	 	 	Applicable Margin 
for Eurodollar
    
Loans and Letter of 
credit Fee Shall Be:	 
	 	 	 	 	 	 	 	 	 
	I	 	Less than or equal to 0.40 to 1.00	 	 	0.50	%	 	 	1.50	%
	 	 	 	 	 	 	 	 	 	 	 
	II	 	Less than or equal to 0.45 to 1.00, but greater than 0.40 to 1.00	 	 	0.75	%	 	 	1.75	%
	 	 	 	 	 	 	 	 	 	 	 
	III	 	Less than or equal to 0.50 to 1.00, but greater than 0.45 to 1.00	 	 	1.00	%	 	 	2.00	%
	 	 	 	 	 	 	 	 	 	 	 
	IV	 	Less than or equal to 0.55 to 1.00, but greater than 0.50 to 1.00	 	 	1.25	%	 	 	2.25	%
	 	 	 	 	 	 	 	 	 	 	 
	V	 	Less than or equal to 0.60 to 1.00, but greater than 0.55 to 1.00	 	 	1.50	%	 	 	2.50	%
	 	 	 	 	 	 	 	 	 	 	 
	VI	 	Greater than 0.60 to 1.00	 	 	1.75	%	 	 	2.75	%



 


(c) After the occurrence
of the Pricing Event Date, from one Pricing Date to the next, the rates per annum determined in accordance with the following schedule:


 


	Level	 	Consolidated Leverage Ratio 
for Such Pricing
    Date	 	Applicable Margin 
for Base Rate
    Loans 
and Reimbursement 
Obligations shall be:	 	 	Applicable Margin 
for Eurodollar
    
Loans and Letter of 
credit Fee Shall Be:	 
	 	 	 	 	 	 	 	 	 
	I	 	Less than or equal to 0.40 to 1.00	 	 	0.35	%	 	 	1.35	%
	 	 	 	 	 	 	 	 	 	 	 
	II	 	Less than or equal to 0.45 to 1.00, but greater than 0.40 to 1.00	 	 	0.50	%	 	 	1.50	%
	 	 	 	 	 	 	 	 	 	 	 
	III	 	Less than or equal to 0.50 to 1.00, but greater than 0.45 to 1.00	 	 	0.65	%	 	 	1.65	%
	 	 	 	 	 	 	 	 	 	 	 
	IV	 	Less than or equal to 0.55 to 1.00, but greater than 0.50 to 1.00	 	 	0.85	%	 	 	1.85	%
	 	 	 	 	 	 	 	 	 	 	 
	V	 	Less than or equal to 0.60 to 1.00, but greater than 0.55 to 1.00	 	 	1.00	%	 	 	2.00	%
	 	 	 	 	 	 	 	 	 	 	 
	VI	 	Greater than 0.60 to 1.00	 	 	1.25	%	 	 	2.25	%



 




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For purposes hereof, the term “Pricing
Date” means, for any Fiscal Quarter of the Borrower ending on or after June 30, 2014, the date on which the Administrative
Agent is in receipt of the Borrower’s most recent Compliance Certificate and financial statements (and, in the case of the
year-end financial statements, audit report) (the “Borrower Information”)
for the Fiscal Quarter then ended, pursuant to Section 8.5 hereof. The Applicable Margin shall be established
based on the Consolidated Leverage Ratio for the most recently completed Fiscal Quarter and the Applicable Margin established on
a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered the Borrower Information by
the date the same is required to be delivered under Section 8.5 hereof, then until such Borrower Information is delivered,
the Applicable Margin shall be the highest Applicable Margin (i.e., Level VI shall apply); provided, the Administrative
Agent will provide notice to Borrower when such highest Applicable Margin goes into effect. If the Borrower subsequently delivers
such Borrower Information before the next Pricing Date, the Applicable Margin established by such late delivered Borrower Information
shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established
by such Borrower Information shall be in effect from the Pricing Date that occurs immediately after the end of the Fiscal Quarter
covered by such Borrower Information until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative
Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders if reasonably determined.
The parties understand that the Applicable Margin set forth herein shall be determined and may be adjusted from time to time based
upon the Borrower Information. If it is subsequently determined
that any such Borrower Information was incorrect (for whatever reason, including, without limitation, because of a subsequent restatement
of earnings by the Borrower) at the time it was delivered to the Administrative Agent and the Lenders, and if the applicable interest
rate or fees calculated for any period were lower than they should have been had the correct information been timely provided,
then such Applicable Margin for such period shall be automatically recalculated using the correct Borrower Information. The Administrative
Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and
the Borrower shall pay within five (5) Business Days of receipt of such written notice such additional interest or fees due
to the Administrative Agent, for the account of each Lender holding Commitments and Loans at the time the additional interest and
fee payment is received. Any recalculation of the Applicable Margin required by this provision shall survive the termination
of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s
other rights under this Agreement.


 


“Application”
is defined in Section 1.3(b) hereof.


 


“Appraisal”
means an appraisal performed by an appraiser acceptable to the Administrative Agent according to FIRREA standards.


 


“Appraised
Value” means, with respect to any Real Property, the “as-is” appraised value of such Real Property set forth
in (i) an Appraisal obtained by the Borrower or a Subsidiary in connection with the acquisition of such Real Property, or (ii)
any other Appraisal obtained by the Borrower or a Subsidiary at any time following the acquisition of such Real Property, in each
case to the extent such Appraisal is dated no earlier than eighteen (18) months prior to such date of determination.


 


“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.


 


“Arrangers”
means BMO Capital Markets and Regions Capital Markets, as Joint Lead Arrangers and Joint Book Runners.


 




    	-25-



    	 



    

 


“ARC REIT”
means American Realty Capital — Retail Centers of America, Inc., a Maryland corporation.


 


“Asset Under
Development” means any Real Property under construction (excluding (i) any completed Real Property under minor renovation,
(ii) any Real Property that is contiguous to and purchased simultaneously with any completed Real Property, and (iii) any Real
Property that is substantially completed with an Occupancy Rate of at least 65%).


 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 12.12 hereof), and accepted by the Administrative Agent, in substantially
the form of Exhibit F or any other form approved by the Administrative Agent.


 


“Authorized
Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2
hereof or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers
of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent.


 


“Bank Products”
means treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions,
return items, overdrafts and interstate depository network services) provided to the Borrower or any Guarantor by any Lender or
any of its Affiliates.


 


“Bank Product
Obligations” of the Borrower and the Guarantors means any and all of their obligations, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor) in connection with Bank Products.


 


“Bankruptcy
Event” means, with respect to any Person, any event of the type described in clause (j) or (k) of Section 9.1
hereof with respect to such Person.


 


“Base Rate”
is defined in Section 1.4(a) hereof.


 


“Base Rate
Loan” means a Loan bearing interest at a rate specified in Section 1.4(a) hereof.


 


“Borrower”
is defined in the introductory paragraph of this Agreement.


 


“Borrowing”
means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different
type into such type by the Lenders on a single date and, in the case of Eurodollar Loans, for a single Interest Period. Borrowings
of Loans are made and maintained ratably from each of the Lenders according to their Percentages. A Borrowing is “advanced”
on the day Lenders advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new
Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing
is changed from one type of Loans to the other, all as determined pursuant to Section 1.6 hereof. Borrowings of Swing Loans
are made by the Swing Line Lender in accordance with the procedures set forth in Section 1.2 hereof.


 




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“Borrowing
Base” means, at any date of its determination, an amount equal to the lesser of (a) (i) 60% of the Aggregate Borrowing
Base Value on such date if there are four (4) or more Borrowing Base Properties, or (ii) 45% of the Aggregate Borrowing Base Value
on such date if there are three (3) or fewer Borrowing Base Properties, and (b) the maximum amount of Debt Service Indebtedness
that could be incurred without causing the Implied Debt Service Coverage Ratio to be less than (x) 1.45 to 1.00 for the first four
Fiscal Quarters after the Closing Date, and (y) 1.50 to 1.00 thereafter.


 


“Borrowing
Base Certificate” means the certificate in the form of Exhibit I hereto, or in such other form reasonably acceptable
to the Administrative Agent, to be delivered to the Administrative Agent pursuant to Sections 7.2(j), 7.3, 8.5 and 8.21 hereof.


 


“Borrowing
Base Determination Date” means each date on which the Borrowing Base is certified in writing to the Administrative Agent,
which shall occur as follows:


 


(a)          Quarterly.
For quarterly certifications, as of the last day of each Fiscal Quarter.


 


(b)          Property
Adjustments. Following each addition or deletion of an Eligible Property, promptly following such addition or deletion.


 


“Borrowing
Base Property” means, as at any date of determination, any Eligible Property which is taken into account in calculating
the Borrowing Base Value.


 


“Borrowing
Base Requirements” means with respect to the calculation of the Borrowing Base, collectively, that:


 


(a) the aggregate principal
amount of all outstanding Loans and L/C Obligations divided by the Aggregate Borrowing Base Value shall not exceed (i) 60%
if there are four (4) or more Borrowing Base Properties, or (ii) 45% if there are three (3) or fewer Borrowing Base Properties;


 


(b) the Implied Debt
Service Coverage Ratio (assuming the principal amount of Debt Service Indebtedness is equal to the aggregate principal amount of
all outstanding Loans and L/C Obligations) shall not be less than (x) 1.45 to 1.00 for the first four Fiscal Quarters after the
Closing Date, and (y) 1.50 to 1.00 thereafter.


 


(c) the minimum aggregate
Occupancy Rate of all Borrowing Base Properties shall be no less than (i) 80% at any time that there are three (3) or fewer Borrowing
Base Properties, or (ii) 85% at any time that there are four (4) or more Borrowing Base Properties; and


 


(d) at all times
after there are ten (10) or more Borrowing Base Properties:


 




    	-27-



    	 



    

  


(i) no more
than 20% of the Aggregate Borrowing Base Value may be comprised of any one Borrowing Base Property;


 


(ii) no more
than 30% of the Adjusted Property NOI used to determine the Aggregate Borrowing Base Value may be derived from any one Metropolitan
Statistical Area;


 


(iii) no
more than 20% of the Adjusted Property NOI used to determine the Aggregate Borrowing Base Value may be derived from any one Tenant;
and


 


(iv) no more
than 20% of the Aggregate Borrowing Base Value may be comprised of Borrowing Base Properties subject to Qualified Ground Leases.


 


“Borrowing
Base Value” means, with respect to each Borrowing Base Property, as at any date of its determination, an amount equal
to:


 


(a) with respect to
any Borrowing Base Property owned for less than six (6) full Fiscal Quarters, the lesser of (x) the Appraised Value of such Borrowing
Base Property and (y) the acquisition cost of such Borrowing Base Property; or


 


(b) with respect to
each other Borrowing Base Property, the quotient of (x) the consolidated Adjusted Property NOI of such Borrowing Base Property
for the most recent Rolling Period divided by (y) the Capitalization Rate.


 


“Business
Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in Chicago,
Illinois and, if the applicable Business Day relates to the advance or continuation of, or conversion into, or payment of a Eurodollar
Loan, on which banks are dealing in U.S. Dollar deposits in the interbank eurodollar market in London, England.


 


“Capital Lease”
means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.


 


“Capital Reserve”
means, as at any date of its determination, an amount equal to the product of (i) $0.25 multiplied by (ii) the square
footage of all Real Properties on such date.


 


“Capitalization
Rate” means 7.25% for all Real Properties.


 


“Capitalized
Lease Obligation” means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect
of a Capital Lease determined in accordance with GAAP.


 


“Cash Collateralize”
means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Lenders,
as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit
account balances subject to a first priority perfected security interest in favor of the Administrative Agent or, if the Administrative
Agent and each applicable L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation
in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer. “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 




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“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. §§9601 et seq., and any future amendments.


 


“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, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued 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 or issued.


 


“Change of
Control” means any of (a) the acquisition by any “person” or “group” (as such
terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than ARC REIT, American
Realty Capital Advisor, LLC, or American Realty Capital Retail Special
Limited Partnership,  LLC at any time of beneficial ownership of 30% or more of the outstanding capital stock or other
equity interests of the Borrower on a fully-diluted basis, (b) the failure of individuals who are members of the board of
directors (or similar governing body) of the Borrower on the Closing Date (together with any new or replacement directors whose
initial nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously
so approved) to constitute a majority of the board of directors (or similar governing body) of the Borrower, or (c) the failure
of Nicolas S. Schorsch and/or William M. Kahane to directly or indirectly control American Realty Capital Advisor, LLC. A Person
shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the
power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting
securities, common directors, trustees or officers, by contract or otherwise.


 


“Closing Date”
means the date of this Agreement.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.


 


“Collateral”
is defined in Section 4.2 hereof.


 




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“Collateral
Documents” means all security agreements, pledge agreements, assignments, financing statements, control agreements, and
other documents as shall from time to time provide security for or relate to any security provided for the Obligations, Hedging
Liability and Bank Product Obligations or any part thereof.


 


“Collateral
Account” is defined in Section 9.4 hereof.


 


“Commitment”
means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Swing Loans and Letters of
Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding not
to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof, as
the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Borrower and the Lenders
acknowledge and agree that the Commitments of the Lenders, in the aggregate, are equal to $100,000,000 on the Closing Date.


 


“Commitment
Amount Increase” is defined in Section 1.15 hereof.


 


“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.


 


“Compliance
Certificate” is defined in Section 8.5 hereof.


 


“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 profit Taxes.


 


“Consolidated
Leverage Ratio” means, as at any date of determination, the ratio of (i) Total Indebtedness as of such date to (ii) Total
Asset Value as of such date.


 


“Controlled
Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated)
under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.


 


“Credit Event”
means the advancing of any Loan, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter
of Credit.


 


“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, and violations of single purpose entity
covenants.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States of America, 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.


 




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“Debt Service”
means, with reference to any period, the sum of (a) Interest Expense for such period and (b) the greater of (i) zero
or (ii) scheduled principal amortization paid on Total Indebtedness for such period (exclusive of any balloon payments or
prepayments of principal paid on such Total Indebtedness).


 


“Debt Service
Indebtedness” means, as at any date of determination, Indebtedness which (i) amortizes over a period of thirty (30) years
with equal payments of principal and interest due and payable on a monthly basis, and (ii) bears interest at a per annum rate equal
to the greater of (x) 6.50% per annum, and (y) the current yield on United States treasuries having the closest maturity
date to the tenth (10th) anniversary of the date of determination, plus 2.50%.


 


“Default”
means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute
an Event of Default.


 


“Defaulting
Lender” means, subject to Section 1.14(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 good faith 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, any L/C Issuer,
the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swing Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the
Administrative Agent or any L/C Issuer or the Swing Line Lender 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 that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (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; 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 Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through
(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 1.14(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer, the Swing Line
Lender and each Lender.


 




    	-31-



    	 



    

 


“Depository
Account” means the Borrower’s central operating account or any successor account thereto.


 


“EBITDA”
means, for any period, determined on a consolidated basis of ARC REIT and its Subsidiaries in accordance with GAAP, net income
(or loss) for such period plus, without duplication and to the extent included as an expense in the calculation of net income
(or loss) for such period, the sum of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) franchise,
excise and income tax expense (including any interest or penalties related to the foregoing); (iv) extraordinary, unrealized,
non-recurring or unusual losses, including impairment charges, reserves and losses on sales of assets outside of the ordinary course
of business and costs and expenses incurred during such period with respect to acquisitions consummated; (v) amortization of intangibles
(including goodwill) and organization costs; (vi) any other non-cash charges; (vii) all commissions, guaranty fees, discounts and
other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and the net costs under Hedge
Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP; (viii)
fees, expenses and charges incurred during such period, directly relating to the negotiation of and entry into of (A) this Agreement,
the other Loan Documents and any amendments thereto or any agreement entered into in connection therewith or (B) any investment,
acquisition, equity issuance or incurrence of indebtedness permitted hereunder, any associated financings or any other asset purchase
permitted hereunder; (ix) any loss in connection with extinguishment or modification of debt, and (x) to the extent required
to be treated as an expense under GAAP, reasonable transaction costs and expenses incurred during such period in connection with
acquisitions permitted hereunder (whether or not consummated); minus, without duplication and to the extent included as
income in the calculation of net income (or loss) for such period, (a) funds received by the Borrower or a Subsidiary as rent
but which are reserved for capital expenses; (b) unrealized gains on the sale of assets; (c) income tax benefits; (d)
interest income; (e) any extraordinary, unusual or non-recurring income or gains (including, whether or not included as a separate
item in the statement of net income for such period, gains on the sales of assets outside of the ordinary course of business);
(f) any other non-cash income; and (g) any cash payment made during such period described in clause (vi) above subsequent to the
Fiscal Quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of net income.


 


“Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other
Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of
a Revolving Credit Commitment, the L/C Issuer and Swing Line Lender as provided for in Section 12.12 hereof, (iii) unless
an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld, conditioned
or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower,
any Subsidiary or any other Affiliate of the Borrower or any Subsidiary.


 




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“Eligible
Property” means, as of any Borrowing Base Determination Date, any Real Property owned by a Subsidiary which satisfies
the following conditions:


 


(a)          such
Real Property is one hundred percent (100%) owned in fee simple or one hundred percent (100%) leased pursuant to a Qualified Ground
Lease, individually or collectively, by a wholly-owned Subsidiary;


 


(b)          such
Real Property is a retail property located in the contiguous United States;


 


(c)          (i) neither
the Borrower’s beneficial ownership interest in such Subsidiary nor the Real Property is subject to any Lien (other than
Permitted Liens) or to any negative pledge, (ii) the applicable Subsidiary has the unilateral right to sell, transfer or otherwise
dispose of such Real Property and to create a Lien on such Real Property as security for Indebtedness, and (iii) the Subsidiary
shall have either executed this Agreement as a Guarantor or shall have delivered to the Administrative Agent (A) an Additional
Guarantor Supplement or a separate Guaranty pursuant to Section 4.3 hereof, and (B) each of the documents required by Section 7.3
hereof;


 


(d)          such
Real Property has an Occupancy Rate of at least 80%;


 


(e)          such
Real Property, is free of all material structural defects, material title defects, material environmental conditions or other adverse
matters which, individually or collectively, materially impair the value of such Real Property; and


 


(f)          Tenants
of such Real Property under Significant Leases, if any, are no more than 90 days in arrears on base rental or other similar payments
due under their applicable Significant Leases.


 


“Environmental
Claim” means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent
decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant
to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material,
(c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental
Law or order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to health, safety,
natural resources or the environment.


 


“Environmental
Law” means any current or future Legal Requirement pertaining to (a) the protection of health, safety and the indoor
or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of
surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment,
storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material
or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order
or directive issued thereunder.


 




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“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.


 


“Eurodollar
Loan” means a Loan bearing interest at the rate specified in Section 1.4(b) hereof.


 


“Eurodollar
Reserve Percentage” is defined in Section 1.4(b) hereof.


 


“Event of
Default” means any event or condition identified as such in Section 9.1 hereof.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any 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 Guarantor’s failure
for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the
regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with
respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest
is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a 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 applicable 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 1.13 hereof) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 12.1 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 12.1(b)
or Section 12.1(d), and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Extension
Fee” means an extension fee payable by the Borrower to the Administrative Agent for the ratable benefit of the Lenders
as a condition to the extension of the Initial Termination Date pursuant to Section 1.16 hereto in an amount equal to 0.20%
of the Commitments then in effect.


 




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“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 agreements entered into pursuant to Section 1471(b) of the Code.


 


“Federal Funds
Rate” means the fluctuating interest rate per annum described in part (i) of clause (b) of the definition of Base Rate
appearing in Section 1.4(a) hereof.


 


“FIRREA”
means the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and all regulations promulgated
pursuant thereto.


 


“Fiscal Quarter”
means each of the three-month periods ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.


 


“Fiscal Year”
means each twelve-month period ending on December 31.


 


“Fixed Charge
Coverage Ratio” means, as at any date of determination, the ratio of (i) Adjusted EBITDA for the Rolling Period
then ended to (ii) Fixed Charges for such Rolling Period.


 


“Fixed Charges”
means, with reference to any period, Debt Service for such period, plus (a) dividends to preferred equity holders and
required distributions (other than distributions by the Borrower to holders of operating partnership units and distributions by
ARC REIT to common equity holders) made or to be made during such period, and (b) payments of base rent under Ground Leases
made or to be made during such period, unless such payments are deducted from Property NOI and EBITDA.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s
Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations
as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized
in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Percentage of
outstanding Swing Loans made by the Swing Line Lender other than Swing Loans as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders.


 


“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 business.


 


“GAAP”
means generally accepted accounting principles set forth from time to time 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 agencies with similar functions of comparable stature and authority within the U.S. accounting profession),
which are applicable to the circumstances as of the date of determination.


 




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“Governmental
Authority” means the government of the United States of America 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).


 


“Ground Lease”
means a ground lease of real Property.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.


 


“Guarantor”
and “Guarantors” are defined in Section 4.1 hereof.


 


“Guaranty”
and “Guaranties” are defined in Section 4.1 hereof.


 


“Hazardous
Material” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant
or material which is hazardous or toxic and is regulated under Environmental Law, and includes, without limitation, (a) asbestos,
polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated
as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.


 


“Hazardous
Material Activity” means any activity, event or occurrence involving a Hazardous Material, including, without limitation,
the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release,
abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.


 


“Hedging Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Hedging
Agreement.


 




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“Hedging Liability”
means the liability of the Borrower or any Guarantor to any of the Lenders, or any Affiliates of such Lenders in respect of any
Hedging Agreement as the Borrower or such Guarantor, as the case may be, may from time to time enter into with any one or more
of the Lenders party to this Agreement or their Affiliates, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor).


 


“Implied Debt
Service” means, with reference to any period, the aggregate Debt Service that would be due and payable during such period
on the Debt Service Indebtedness.


 


“Implied Debt
Service Coverage Ratio” means, as of the last day of any Fiscal Quarter of the Borrower, the ratio of (i) the Adjusted
Property NOI for all Borrowing Base Properties to (ii) Implied Debt Service, in each case, for the Rolling Period ending on
such day.


 


“Indebtedness”
means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person
representing money borrowed (including as evidenced by bonds, debentures, notes, loan agreements and other similar instruments),
(b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in
the ordinary course of business which are not more than one hundred eighty (180) days past due and which are being contested in
good faith by appropriate proceedings diligently conducted), (c) all Capitalized Lease Obligations of such Person, (d) all
direct or contingent obligations of such Person on or with respect to letters of credit, bankers’ acceptances, bank guarantees,
surety bonds and other similar extensions of credit whether or not representing obligations for borrowed money, (e) all obligations
of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of disqualified stock, (f) guarantees
of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above, (g) the negative mark-to-market
value of interest rate swaps, 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 upon 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 indebtedness, but limited to the lesser of (1) the fair market value of the Property subject to such Lien and (2)
the aggregate amount of the obligations so secured. Indebtedness of the type described in clause (g) will constitute Indebtedness
solely for the purposes of determining whether an Event of Default arising from a default under other Indebtedness shall have occurred
pursuant to Section 9.1(f).


 


“Indemnified
Taxes” means (a) all Taxes other than Excluded Taxes and (b) to the extent not otherwise described in (a),
Other Taxes.


 


“Initial Borrowing
Base Properties” means, collectively, the Real Property listed on Schedule 1.1 and “Initial Borrowing Base
Property” means any of such Real Property.


 


“Initial Termination
Date” means June 11, 2018.


 




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“Interest
Expense” means, with respect to a Person for any period of time, the interest expense whether paid, accrued or capitalized
(without deduction of consolidated interest income) of such Person for such period. Interest Expense shall exclude any amortization
of (i) deferred financing fees, including the write-off of such fees relating to the early retirement of the related Indebtedness,
and (ii) debt premiums and discounts.


 


“Interest
Payment Date” means (a) with respect to any Eurodollar Loan, the last day of each Interest Period with respect to
such Eurodollar Loan and, if the applicable Interest Period is longer than (3) three months, each day occurring every three (3)
months after the commencement of such Interest Period, (b) with respect to any Base Rate Loan (other than Swing Loans), the
last day of every calendar quarter, (c) with respect to any Eurodollar Loan and/or any Base Rate Loan, the Termination Date, and
(d) as to any Swing Loan, (i) bearing interest by reference to the Base Rate, the last day of every calendar month, and
on the Termination Date and (ii) bearing interest by reference to the Swing Line Lender’s Quoted Rate, the last day
of the Interest Period with respect to such Swing Loan, and on the Termination Date.


 


“Interest
Period” means the period commencing on the date a Borrowing of Eurodollar Loans or Swing Loans (bearing interest at the
Swing Line Lender’s Quoted Rate) is advanced, continued, or created by conversion and ending (a) in the case
of Eurodollar Loans, 1, 2, 3, or 6 months thereafter and (b) in the case of Swing Loans bearing interest at the Swing
Line Lender’s Quoted Rate, on the date one (1) to five (5) Business Days thereafter as mutually agreed by the Borrower and
the Swing Line Lender, provided, however, that:


 


(i)          no
Interest Period shall extend beyond the Termination Date;


 


(ii)         whenever
the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall
be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest
Period for a Borrowing of Eurodollar Loans to occur in the following calendar month, the last day of such Interest Period shall
be the immediately preceding Business Day; and


 


(iii)        for
purposes of determining an Interest Period for a Borrowing of Eurodollar Loans, a month means a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there
is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins
on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month
in which such Interest Period is to end.


 


“Land Assets”
means any Real Property which is not an Asset Under Development and on which no significant improvements have been constructed
(excluding any Real Property that is contiguous to and purchased simultaneously with any completed Real Property or any Asset Under
Development).


 




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“L/C Issuer”
means BMO Harris Bank N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 1.3(h) hereof.


 


“L/C Obligations”
means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations.


 


“L/C Participation
Fee” is defined in Section 2.1(b) hereof.


 


“L/C Sublimit”
means $5,000,000, as such amount may be reduced pursuant to the terms hereof.


 


“Lease”
means each existing or future lease, sublease (to the extent of any property owner’s rights thereunder), license, or other
similar agreement under the terms of which any Person has or acquires any right to occupy or use any Real Property or any part
thereof, or interest therein, as the same may be amended, supplemented or modified.


 


“Legal Requirement”
means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment,
order, consent decree or other requirement of any Governmental Authority, whether federal, state, or local.


 


“Lenders”
means and includes BMO Harris Bank N.A. and the other financial institutions from time to time party to this Agreement, including
each assignee Lender pursuant to Section 12.12 hereof and, unless the context otherwise requires, the Swing Line Lender.


 


“Lending Office”
is defined in Section 10.4 hereof.


 


“Letter of
Credit” is defined in Section 1.3(a) hereof.


 


“LIBOR”
is defined in Section 1.4(b) hereof.


 


“LIBOR Index
Rate” is defined in Section 1.4(b) hereof.


 


“LIBOR Quoted
Rate” is defined in Section 1.4(a) hereof.


 


“LIBOR01 Page”
is defined in Section 1.4(b) hereof.


 


“Lien”
means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including
the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.


 


“Loan”
means any Revolving Loan or Swing Loan, whether outstanding as a Base Rate Loan or Eurodollar Loan or otherwise, each of which
is a “type” of Loan hereunder.


 


“Loan Documents”
means this Agreement, the Notes (if any), the Collateral Documents, the Applications, the Guaranties, if any, and each other instrument
or document to be delivered hereunder or thereunder or otherwise in connection therewith.


 




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“Material
Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the operations, performance,
business, Property or financial condition of ARC REIT and its Subsidiaries taken as a whole, (b) a material impairment of
the ability of the Borrower or any Guarantor to perform its obligations under any Loan Document or (c) a material adverse
effect upon the legality, validity, binding effect or enforceability against the Borrower or any Guarantor of any Loan Document
or the rights and remedies of the Administrative Agent and the Lenders thereunder.


 


“Metropolitan
Statistical Area” means any of the metropolitan statistical areas as defined from time to time by the United States Office
of Management and Budget.


 


“MFFO”
means ARC REIT’s “Modified Funds From Operations” as such term is defined in and determined in accordance with
the Investment Program Association’s Practice Guideline 2010-01, dated as of November 2, 2010, as modified from time to time.


 


“Minimum Collateral
Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances,
an amount equal to 105% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at
such time and (ii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion except
as otherwise provided for herein.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereof.


 


“Note”
and “Notes” are defined in Section 1.10 hereof.


 


“Obligations”
means all obligations of the Borrower to pay principal and interest on the Loans, all Reimbursement Obligations owing under the
Applications, all fees and charges payable hereunder, and all other payment obligations of the Borrower or any Guarantor arising
under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct
or indirect, absolute or contingent, and howsoever evidenced, held or acquired.


 


“Occupancy
Rate” means for any Real Property, the percentage of the rentable area of such Real Property leased by Tenants pursuant
to bona fide Leases, in each case, which Tenants are not subject to a then continuing Bankruptcy Event, or if subject to a then
continuing Bankruptcy Event (i) the trustee in bankruptcy of such Tenant shall have accepted and assumed such Lease or the Tenant
shall be not more than 30 days in arrears on base rental or other similar payments due under the Leases; (ii) to the extent
that the Tenant shall have filed, and the bankruptcy court shall have approved, the Tenant’s plan for reorganization, the
Tenant shall be performing its obligations pursuant to the approved plan of reorganization; or (iii) the status of such Tenant’s
Lease shall be otherwise reasonably acceptable to the Administrative Agent.


 


“OFAC”
means the United States Department of Treasury Office of Foreign Assets Control.


 


“OFAC Event”
means the event specified in Section 8.13(c) hereof.


 




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“OFAC Sanctions
Programs” means all laws, regulations, and Executive Orders administered by OFAC, including without limitation, the Bank
Secrecy Act, anti-money laundering laws (including, without limitation, the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and all economic and
trade sanction programs administered by OFAC, any and all similar United States federal laws, regulations or Executive Orders,
and any similar laws, regulations or orders adopted by any State within the United States.


 


“OFAC SDN
List” means the list of the Specially Designated Nationals and Blocked Persons maintained by OFAC.


 


“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 Recourse
Debt” means, as of the date of determination, all Indebtedness (including the face amount of all outstanding
letters of credit) which is recourse to, or has a deficiency guaranty provided by, the Borrower or ARC REIT (directly or by a guaranty
thereof, but without duplication), other than with respect to the Loans, Hedging Liability, Bank Product Obligations and other
Obligations and Customary Recourse Exceptions. For the avoidance of doubt, if any Indebtedness is partially guaranteed by the Borrower
or ARC REIT, then solely the portion of such Indebtedness that is so guaranteed shall constitute Other Recourse Debt.


 


“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 1.13 hereof).


 


“Participating
Interest” is defined in Section 1.3(e) hereof.


 


“Participating
Lender” is defined in Section 1.3(e) hereof.


 


“Patriot Act”
is defined in Section 7.2(q) hereof.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.


 


“Percentage”
means, for each Lender, the percentage of the Commitments represented by such Lender’s Commitment or, if the Commitments
have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations)
of the aggregate principal amount of all Loans and L/C Obligations then outstanding.


 




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“Permitted
Liens” means each of the following: (a) Liens for taxes, assessments and governmental charges or levies to the extent
not required to be paid under Section 8.3; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations
that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by proper proceedings
and as to which appropriate reserves are being maintained; (c) pledges or deposits to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions,
rights of way and other encumbrances on title to real property that do not materially and adversely affect the value of such real
property or the use of such real property for its present purposes; (e) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of like nature incurred in the ordinary course of business; (f) Liens in favor of the United States of America
for amounts paid to the Borrower or any Guarantor as progress payments under government contracts entered into by it; (g) attachment,
judgment and other similar Liens arising in connection with court, reference or arbitration proceedings, provided that the same
have been in existence less than twenty (20) days, that the same have been discharged or that execution or enforcement thereof
has been stayed pending appeal; (h) the rights of tenants or lessees under leases or subleases not interfering with the ordinary
conduct of business of such Person; (i) Liens in favor of the Administrative Agent for its benefit and/or the benefit of the Lenders
and the L/C Issuer; (j) Liens on Real Properties that are not Borrowing Base Properties; (k) Liens existing on the date hereof
and listed on Schedule 1.2 attached hereto; (l) Liens securing obligations in the nature of personal property financing leases
for furniture, furnishings or similar assets, Capital Lease 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; (m) such other title and survey exceptions as the
Administrative Agent has approved in writing in the Administrative Agent’s reasonable discretion and (n) other Liens securing
Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed $1,000,000 determined
as of the date of incurrence.


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any
other entity or organization, including a government or agency or political subdivision thereof.


 


“Plan”
means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled
Group or (b) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one
employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions
or has within the preceding five plan years made contributions.


 




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“Pricing Event
Date” means the first day of the calendar quarter after the date on which the Administrative Agent has received
satisfactory written certification from Borrower that ARC REIT has Tangible Net Worth greater than or equal to $500,000,000.


 


“Property”
or “Properties” means, as to any Person, all types of real (including the Real Property), personal, tangible,
intangible or mixed property, including leasehold estates created by Ground Leases, owned by such Person whether or not included
in the most recent balance sheet of such Person and its subsidiaries under GAAP, including, as to any Subsidiary, any Real Property
owned by it.


 


“Property
Expenses” means, as to any Real Property, the costs (including, but not limited to, management fees, payments under Ground
Leases, bad debt expenses, payroll, real estate taxes, assessments, insurance, utilities, landscaping and other similar charges)
of operating and maintaining such Real Property, which are the responsibility of the Borrower or the applicable Subsidiary that
are not paid directly by the applicable Tenant, but excluding Debt Service, income tax expense, capital expenses, depreciation,
amortization, interest costs and other non-cash expenses.


 


“Property
Income” means, as to any Real Property, cash rents (excluding non-cash straight-line rent) and other cash revenues received
by a Subsidiary in the ordinary course for such Real Property, but excluding security deposits and prepaid rent except to the extent
applied in satisfaction of applicable Tenants’ obligations for rent.


 


“Property
NOI” means, with respect to any Real Property for any Rolling Period (without duplication) the aggregate amount of (i) Property
Income for such period minus (ii) Property Expenses for such period.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor 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.


 


“Qualified
Ground Lease” means any Ground Lease (a) which is a direct Ground Lease granted by the fee owner of real property,
(b) which may be transferred and/or assigned without the consent of the lessor (or as to which the lease expressly provides
that (i) such lease may be transferred and/or assigned with the consent of the lessor and (ii) such consent shall not be unreasonably
withheld or delayed) or subject to certain reasonable pre-defined requirements, (c) which has a remaining term (including
any renewal terms exercisable at the sole option of the lessee) of at least twenty (20) years, (d) under which no material
default has occurred and is continuing, (e) with respect to which a Lien may be granted without the consent of the lessor,
(f) which contains lender protection provisions acceptable to the Administrative Agent, including, without limitation, provisions
to the effect that (i) the lessor shall notify any holder of a leasehold mortgage Lien in such lease of the occurrence of
any default by the lessee under such lease and shall afford such holder the option to cure such default, and (ii) in the event
that such lease is terminated, such holder shall have the option to enter into a new lease having terms substantially identical
to those contained in the terminated lease and (g) which is otherwise reasonably acceptable in form and substance to the Administrative
Agent.


 




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“Rating”
means the debt rating provided by S&P or Moody’s with respect to the unsecured senior long-term non-credit enhanced debt
of a Person.


 


“RCRA”
means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste
Amendments of 1984, 42 U.S.C. §§6901 et seq., and any future amendments.


 


“Real Property”
or “Real Properties” means the real property owned by the Borrower or any of its Subsidiaries.


 


“Recipient”
means (a) the Administrative Agent and (b) any Lender, as applicable.


 


“Reimbursement
Obligation” is defined in Section 1.3(c) hereof.


 


“REIT”
means a “real estate investment trust” in accordance with Section 856 of the Code.


 


“Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping,
or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums,
containers, tanks or other receptacles containing or previously containing any Hazardous Material.


 


“Required
Lenders” means, as of the date of determination thereof, (i) if there is only one (1) Lender, such Lender, (ii) if there
are two (2) or three (3) Lenders at such time, at least two (2) Lenders, and (iii) if there are more than three (3) Lenders at
such time, Lenders whose outstanding Loans, interests in Letters of Credit and Unused Commitments constitute more than 50% of the
sum of the total outstanding Loans, interests in Letters of Credit, and Unused Commitments of the Lenders.


 


“Responsible
Officer” means, with respect to ARC REIT or the Borrower, the chief executive officer, president, chief financial officer,
chief accounting officer, treasurer, assistant treasurer, controller, or chief legal officer or the chief operating officer of
such Person.


 


“Restricted
Payments” means dividends on or other distributions in respect of any class or series of Stock, Stock Equivalents or
other equity interests of ARC REIT, the Borrower or its Subsidiaries or the direct or indirect purchase, redemption, acquisition,
or retirement of any of ARC REIT’s, the Borrower’s or a Subsidiaries’ Stock, Stock Equivalents or other equity
interest.


 


“Revolving
Credit” means the credit facility for making Loans and issuing Letters of Credit described in Sections 1.1, 1.2
and 1.3 hereof.


 




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“Revolving
Credit Availability” means, as of any time the same is to be determined, the amount (if any) by which (a) the lesser
of (1) the Borrowing Base as then determined and computed in accordance with this Agreement, and (2) the Revolving Credit Commitments
as then in effect, exceeds (b) the aggregate principal amount of Loans and L/C Obligations then outstanding.


 


“Revolving
Loan” is defined in Section 1.1 hereof and, as so defined, includes a Base Rate Loan or a Eurodollar Loan, each
of which is a “type” of Revolving Loan hereunder.


 


“Rolling Period”
means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.


 


“S&P”
means Standard & Poor’s Ratings Services Group, a division of The McGraw-Hill Companies, Inc.


 


“Significant
Lease” means, as to any particular Real Property, each Lease which constitutes 30% or more of all base rent revenue of
such Real Property.


 


“Stock”
means shares of capital stock, beneficial or partnership interests, participations or other equivalents (regardless of how designated)
of or in a corporation or equivalent entity, whether voting or non-voting, and includes, without limitation, common stock, but
excluding any preferred stock or other preferred equity securities.


 


“Stock Equivalents”
means all securities (other than Stock) convertible into or exchangeable for Stock at the option of the holder, and all warrants,
options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.


 


“Subsidiary”
means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding
Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more
other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein,
the term “Subsidiary” means a Subsidiary of ARC REIT or the Borrower or of any of their direct or indirect Subsidiaries.


 


“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.


 


“Swing Line” means
the credit facility for making one or more Swing Loans described in Section 1.2 hereof.


 


“Swing Line
Lender” means BMO Harris Bank N.A., acting in its capacity as the Lender of Swing Loans hereunder, or any successor Lender
acting in such capacity appointed pursuant to Section 12.12 hereof.


 




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“Swing Line
Lender’s Quoted Rate” is defined in Section 1.2(c) hereof.


 


“Swing Line
Sublimit” means, at any time, the lesser of (i) $25,000,000 and (ii) 10% of the aggregate Commitments then in effect,
as reduced pursuant to the terms hereof.


 


“Swing Loan”
and “Swing Loans” each is defined in Section 1.2 hereof.


 


“Swing Note”
is defined in Section 1.11 hereof.


 


“Tangible
Net Worth” means for each applicable period, total equity reflected on ARC REIT’s consolidated balance sheet as
reported in its Form 10-K or 10-Q, as applicable, less all amounts reported as assets on such consolidated balance sheet in
the event that the same constitute an intangible asset under GAAP (excluding amortization in respect of acquired intangible lease
assets).


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including back up withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Tenant”
means any Person leasing, subleasing or otherwise occupying any portion of a Real Property under a Lease.


 


“Termination
Date” means the earliest of (i) the Initial Termination Date, as such date may be extended pursuant to Section 1.16,
and (ii) the date on which the Commitments are terminated in whole pursuant to Section 1.12, 9.2 or 9.3 hereof.


 


“Total Asset
Value” means, as of any date of determination, an amount equal to the sum of (i) (a) with respect to all Real Properties
owned for less than six (6) full Fiscal Quarters, the lesser of (x) the Appraised Value of such Real Properties and (y) the aggregate
acquisition cost of such Real Properties, or (b) with respect to all other Real Properties, the quotient of (x) the consolidated
Adjusted Property NOI from such Real Properties for the most recent Rolling Period divided by (y) the Capitalization
Rate, plus (ii) unrestricted cash and cash equivalents owned by the Borrower and its Subsidiaries as of such date,
as determined in accordance with GAAP; provided that the Adjusted Property NOI from Real Properties sold or otherwise transferred
during the applicable Rolling Period shall be excluded.


 


“Total Indebtedness”
means, as of a given date, the consolidated Indebtedness of ARC REIT and its Subsidiaries, minus any unrestricted cash or cash
equivalents, as determined in accordance with GAAP.


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York.


 


“Unfunded
Vested Liabilities” means, for any Plan at any time, the amount (if any) by which the present value of all vested
nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential
liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.


 




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“Unused Commitments”
means, at any time, the difference between the Commitments then in effect and the aggregate outstanding principal amount of Loans
and L/C Obligations.


 


“U.S. Dollars”
and “$” each means the lawful currency of the United States of America.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“Voting Stock”
of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power
for the election of directors or other similar governing body of such Person, other than stock or other equity interests having
such power only by reason of the happening of a contingency.


 


“Welfare Plan”
means a “welfare plan” as defined in Section 3(1) of ERISA.


 


Section 5.2.          Interpretation.
The foregoing definitions are equally applicable to both 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 “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein 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), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation
herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time,
and (f) 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, securities, accounts and contract rights. All
references to time of day herein are references to Chicago, Illinois, time unless otherwise specifically provided. Where the character
or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such
principles are inconsistent with the specific provisions of this Agreement.


 




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Section 5.3.          Change
in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the
preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the
method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required
Lenders may, by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate
in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with
the desired result being that the criteria for evaluating the financial condition of ARC REIT and its Subsidiaries shall be the
same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall
limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant,
standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in
accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing,
the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial
covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of
a change in accounting principles after the Closing Date.


 


Section 6.          Representations
and Warranties.


 


The Borrower and each
Guarantor represents and warrants to the Administrative Agent, the Lenders, and the L/C Issuer as follows:


 


Section 6.1.          Organization
and Qualification. The Borrower is duly organized, validly existing, and in good standing as a limited partnership under
the laws of the State of Delaware. ARC REIT is duly organized, validly existing, and in good standing as a real estate investment
trust under the laws of the State of Maryland. Each of ARC REIT and the Borrower has full and adequate power to own its Property
and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which
the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying;
except to the extent that the failure to do so would not have a Material Adverse Effect.


 


Section 6.2.          Subsidiaries.
Each Subsidiary is (a) duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is
organized and (b) has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the
Property owned or leased by it requires such licensing or qualifying; except in each case referred to in clause (b) to the extent
that the failure to do so would not have a Material Adverse Effect. Schedule 6.2 hereto is a correct and complete copy of
the organizational chart of ARC REIT and its Subsidiaries as of the Closing Date (including with respect to future periods as to
which this representation is required to be remade, as updated from time to time as provided in Section 8.5(l)) and identifies
the jurisdiction of organization of ARC REIT and each Subsidiary. All of the outstanding shares of capital stock and other equity
interests of each Subsidiary are validly issued and outstanding and, with respect to Subsidiaries that are corporations, fully
paid and nonassessable, and all such shares and other equity interests indicated on Schedule 6.2 as owned by ARC REIT or a
Subsidiary are owned, beneficially and of record, by ARC REIT or such Subsidiary free and clear of all Liens (other than Permitted
Liens). Other than as publicly disclosed by ARC REIT or any Subsidiary of ARC REIT in any filings with any securities exchange
or the Securities and Exchange Commission or any successor agency, there are no outstanding commitments or other obligations of
the Borrower or any Subsidiary of the Borrower to issue, and no options, warrants or other rights of any Person to acquire, any
shares of any class of capital stock or other equity interests of the Borrower or any Subsidiary of the Borrower.


 




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Section 6.3.          Authority
and Validity of Obligations. The Borrower has full right and authority to enter into this Agreement and the other Loan Documents
executed by it, to make the borrowings herein provided for, to grant to the Administrative Agent the Liens described in the Collateral
Documents executed by the Borrower and to perform all of its obligations hereunder and under the other Loan Documents executed
by it. Each Guarantor has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations,
Hedging Liability, and Bank Product Obligations, to grant to the Administrative Agent the Liens described in the Collateral Documents
executed by such Person (if applicable) and to perform all of its obligations under the Loan Documents executed by it. The Loan
Documents delivered by the Borrower and each Guarantor have been duly authorized, executed, and delivered by such Persons and constitute
valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights
generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding
in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by the Borrower
or any Guarantor of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under
any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any Guarantor or any provision of
the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles
of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any
Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower
or any Guarantor or any of their Property, in each case where such contravention or default, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on
any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and/or the benefit
of the Lenders and the L/C Issuer).


 


Section 6.4.          Use
of Proceeds; Margin Stock. The Borrower shall use the proceeds of the Revolving Credit to fund acquisitions, to finance capital
expenditures and working capital, and for general corporate purposes. Neither the Borrower nor any Guarantor is engaged in the
business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan or any other extension of credit
made hereunder will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing
or carrying any such margin stock. Margin stock (as hereinabove defined) constitutes less than 25% of the assets of the Borrower
and the Guarantors.


 




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Section 6.5.          Financial
Reports. The consolidated balance sheet of ARC REIT and its Subsidiaries as of December 31, 2013, and the related consolidated
statements of income, retained earnings and cash flows of ARC REIT and its Subsidiaries for the Fiscal Year then ended, and accompanying
notes thereto, which financial statements are accompanied by the unqualified audit report of independent public accountants heretofore
furnished to the Administrative Agent and the Lenders, fairly present the consolidated financial condition of ARC REIT and its
Subsidiaries as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity
with GAAP applied on a consistent basis, except as otherwise expressly noted therein. To the Borrower’s knowledge, none of
ARC REIT, the Borrower or any Subsidiary has contingent liabilities which are material to it and are required to be set forth in
its financial statements or notes thereto in accordance with GAAP other than as indicated on such financial statements and notes
thereto (including with respect to future periods as to which this representation is required to be remade, on the financial statements
furnished pursuant to Section 8.5 hereof).


 


Section 6.6.          No
Material Adverse Change. Since December 31, 2013, there has been no change in the business, financial condition, operations,
performance or properties of ARC REIT, the Borrower or any Subsidiary taken as a whole, which would reasonably be expected to have
a Material Adverse Effect.


 


Section 6.7.          Full
Disclosure. The statements and information furnished to the Administrative Agent and the Lenders in connection with the negotiation
of this Agreement and the other Loan Documents and the commitments by the Lenders to provide all or part of the financing contemplated
hereby do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements
contained herein or therein, not misleading, the Administrative Agent and the Lenders acknowledging that as to any projections
furnished to the Administrative Agent and the Lenders, the Borrower only represents that the same were prepared in good faith on
the basis of information and estimates the Borrower believed to be reasonable.


 


Section 6.8.          Trademarks,
Franchises, and Licenses. ARC REIT, the Borrower and its Subsidiaries own, possess, or have the right to use all patents, licenses,
franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary
information necessary to conduct their businesses as now conducted, without known conflict with any patent, license, franchise,
trademark, trade name, trade style, copyright or other proprietary right of any other Person except, in each case, where the failure
to do so would not have a Material Adverse Effect.


 


Section 6.9.          Governmental
Authority and Licensing. ARC REIT, the Borrower and its Subsidiaries have received all licenses, permits, and approvals of
all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure
to obtain or maintain the same would reasonably be expected to have a Material Adverse Effect. No investigation or proceeding,
which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit
or approval, is pending or, to the knowledge of the Borrower or ARC REIT, threatened except where such revocation or denial would
not reasonably be expected to have a Material Adverse Effect.


 




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Section 6.10.         Good
Title. ARC REIT, the Borrower and its Subsidiaries have good and defensible title (or valid leasehold interests) to their assets
as reflected on the most recent consolidated balance sheet of ARC REIT, the Borrower and its Subsidiaries furnished to the Administrative
Agent and the Lenders (except for sales of assets in the ordinary course of business), except for such defects in title as would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The assets owned by the Borrower
and each Guarantor are subject to no Liens, other than Permitted Liens.


 


Section 6.11.         Litigation
and Other Controversies. There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor
to the knowledge of the Borrower threatened, against ARC REIT, the Borrower or any Subsidiary or any of their Property which if
adversely determined, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect other than
as set forth on Schedule 6.11.


 


Section 6.12.         Taxes.
All material tax returns required to be filed by ARC REIT, the Borrower or any Subsidiary in any jurisdiction have, in fact, been
filed, and all Taxes upon ARC REIT, the Borrower or any Subsidiary or upon any of its Property, income or franchises, which are
shown to be due and payable in such returns, have been paid, except (a) such taxes, assessments, fees and governmental charges,
if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest
and as to which adequate reserves established in accordance with GAAP have been provided or (b) would not result in a Material
Adverse Effect. Adequate provisions in accordance with GAAP for material taxes on the books of ARC REIT, the Borrower and each
Subsidiary have been made for all open years, and for its current fiscal period.


 


Section 6.13.         Approvals.
No authorization, consent, license or exemption from, or filing or registration with, any court or governmental department, agency
or instrumentality, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or
performance by the Borrower or any Guarantor of any Loan Document.


 


Section 6.14.         Affiliate
Transactions. Except as permitted by Section 8.14 hereof, none of ARC REIT, the Borrower or any Subsidiary is a party
to any contracts or agreements with any of its Affiliates on terms and conditions which are less favorable to ARC REIT, the Borrower
or such Subsidiary than would be usual and customary in similar contracts or agreements between Persons not affiliated with each
other.


 


Section 6.15.         Investment
Company. None of ARC REIT, the Borrower or any Subsidiary is an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


Section 6.16.         ERISA.
The Borrower and each other member of its Controlled Group has fulfilled its obligations under the minimum funding standards of
and is in compliance in all material respects with ERISA and the Code to the extent applicable to it and has not incurred any
liability to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007
of ERISA. None of the Borrower or any Subsidiary has any material contingent liabilities with respect to any post-retirement benefits
under a Welfare Plan, other than liability for continuation coverage described in article 6 of Title I of ERISA.


 




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Section 6.17.         Compliance
with Laws. (a) ARC REIT, the Borrower and its Subsidiaries are in compliance with the requirements of all Legal Requirements
applicable to or pertaining to their Property or business operations (including, without limitation, the Occupational Safety and
Health Act of 1970, the Americans with Disabilities Act of 1990, zoning regulations and laws and regulations establishing quality
criteria and standards for air, water, land and toxic or hazardous wastes and substances), where any such non-compliance, individually
or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(b)          Without
limiting the representations and warranties set forth in Section 6.17(a) above, except for such matters, individually or in
the aggregate, which would not reasonably be expected to result in a Material Adverse Effect, the Borrower represents and warrants
that: (i) ARC REIT, the Borrower and its Subsidiaries, and each of the Real Properties, comply in all material respects with
all applicable Environmental Laws; (ii) ARC REIT, the Borrower and its Subsidiaries have obtained all governmental approvals
required for their operations and each of the Real Properties by any applicable Environmental Law; (iii) ARC REIT, the Borrower
and its Subsidiaries have not, and the Borrower has no knowledge of any other Person who has, caused any Release, threatened Release
or disposal of any Hazardous Material at, on, about, or off any of the Real Properties in any material quantity and, to the knowledge
of the Borrower, none of the Real Properties are adversely affected by any Release, threatened Release or disposal of a Hazardous
Material originating or emanating from any other property; (iv) ARC REIT, the Borrower and its Subsidiaries have no notice
or knowledge that the Real Properties contain or have contained any: (1) underground storage tank or material amounts
of asbestos containing building material, (2) landfills or dumps, (3) hazardous waste management facility as defined
pursuant to RCRA or any comparable state law, or (4) site on or nominated for the National Priority List promulgated pursuant
to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (v) ARC REIT,
the Borrower and its Subsidiaries have not used a material quantity of any Hazardous Material and have conducted no Hazardous Material
Activity at any of the Real Properties; (vi) ARC REIT, the Borrower and its Subsidiaries have no material liability for response
or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (vii) ARC
REIT, the Borrower and its Subsidiaries are not subject to, have no notice or knowledge of and are not required to give any notice
of any Environmental Claim involving ARC REIT, the Borrower or any Subsidiary or any of the Real Properties, and there are no conditions
or occurrences at any of the Real Properties which could reasonably be anticipated to form the basis for an Environmental Claim
against the Borrower or any Subsidiary or such Real Properties; (viii) none of the Real Properties are subject to any, and
the Borrower has no knowledge of any imminent restriction on the ownership, occupancy, use or transferability of the Real Properties
in connection with any (1) Environmental Law or (2) Release, threatened Release or disposal of a Hazardous Material;
and (ix) there are no conditions or circumstances at any of the Real Properties which pose an unreasonable risk to the environment
or the health or safety of Persons.


 




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Section 6.18.         OFAC.
(a) ARC REIT and the Borrower are in compliance with the requirements of all OFAC Sanctions Programs applicable to it, (b) each
Subsidiary is in compliance with the requirements of all OFAC Sanctions Programs applicable to such Subsidiary, (c) the Borrower
has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information requested by them regarding the Borrower,
the Subsidiaries and other Affiliates of the Borrower necessary for the Administrative Agent, the L/C Issuer, and the Lenders to
comply with all applicable OFAC Sanctions Programs, and (d) to the Borrower’s knowledge, neither the Borrower nor any of
the Subsidiaries or other Affiliates of the Borrower is, as of the Closing Date, named on the current OFAC SDN List.


 


Section 6.19.         Other
Agreements. None of ARC REIT, the Borrower or any Subsidiary is in default under the terms of any covenant, indenture or agreement
of or affecting such Person or any of its Property, which default, if uncured, would reasonably be expected to have a Material
Adverse Effect.


 


Section 6.20.         Solvency.
ARC REIT, the Borrower and its Subsidiaries, taken as a whole, are solvent, able to pay their debts as they become due, and have
sufficient capital to carry on their business as presently conducted and all businesses (if any) which are currently contemplated
to be undertaken by them.


 


Section 6.21.         No
Default. No Default or Event of Default has occurred and is continuing.


 


Section 6.22.         No
Broker Fees. No broker’s or finder’s fee or commission owing to any broker or finder engaged by the Borrower or
any Subsidiary will be payable with respect hereto or any of the transactions contemplated thereby; and the Borrower hereby agrees
to indemnify the Administrative Agent and the Lenders against, and agrees that it will hold the Administrative Agent and the Lenders
harmless from, any such claim, demand, or liability for any such broker’s or finder’s fees alleged to have been incurred
by the Borrower in connection herewith or therewith and any expenses (including reasonable attorneys’ fees) arising in connection
with any such claim, demand, or liability.


 


Section 6.23.         Condition
of Property; Casualties; Condemnation. Except to the extent that the same would not reasonably be expected to result in a
Material Adverse Effect, each Real Property, (a) is in good repair, working order and condition, normal wear and tear excepted,
(b) is free of structural defects, (c) is not subject to material deferred maintenance, (d) has and will have all building systems
contained therein in good repair, working order and condition, normal wear and tear excepted and (e) is not located in a flood
plain or flood hazard area, or if located in a flood plain or flood hazard area is covered by full replacement cost flood insurance.
For the avoidance of doubt, in no event shall the representations contained in the foregoing clause (a) through (d) be deemed
to be applicable to any Property owned by a Tenant. None of the Real Properties is currently materially adversely affected as
a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo,
requisition or taking of property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities
of armed forces or acts of God or of any public enemy which is not in the process of being repaired. No condemnation or other
like proceedings that has had, or would reasonably be expected to result in, a Material Adverse Effect, is pending, served or,
to the knowledge of the Borrower, threatened against any Real Property. Promptly after the request of the Administrative Agent,
the Borrower shall deliver a current property condition report, in form and substance reasonably acceptable to Administrative
Agent from an independent engineering or architectural firm reasonably acceptable to Administrative Agent, with respect to any
Borrowing Base Property specified by Administrative Agent that, in the reasonable determination of the Administrative Agent, has
a maintenance or structural issue that would materially and adversely affect the value or use of such Eligible Property.


 




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Section
6.24.         Legal Requirements and Zoning. Except as disclosed in the zoning
reports furnished to Administrative Agent, 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, the use and operation of each Real Property constitutes a legal
use (including legally nonconforming use) under applicable zoning regulations (as the same may be modified by special use permits
or the granting of variances) and complies in all material respects with all Legal Requirements, and does not violate in any material
respect any approvals, restrictions of record or any material agreement affecting any such Real Property (or any portion thereof).



 


Section
6.25.         REIT Status. ARC REIT (a) is a REIT, (b) has not revoked its election
to be a REIT, and (c) for its current “tax year” as defined in the Code is and for all prior tax years subsequent
to its election to be a REIT has been entitled to a dividends paid deduction which meets the requirements of Section 857 of the
Code. 


 


Section 7.          Conditions
Precedent.


 


Section 7.1.          All
Credit Events. At the time of each Credit Event:


 


(a)          each
of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in
all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of
said time, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct
in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as
of such earlier date;


 


(b)          no
Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event and, after giving
effect to such extension of credit, the Revolving Credit Availability, as then determined and computed, shall be no less than $0;


 


(c)          in
the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.6 hereof, and the L/C Issuer
shall have received (i) in the case of the issuance of any Letter of Credit, a duly completed Application for such Letter of Credit
together with any fees called for by Section 2.1 hereof, and (ii) in the case of an extension or increase in the amount of
a Letter of Credit, a written request therefor, in a form reasonably acceptable to the L/C Issuer, together with any fees
called for by Section 2.1 hereof; and


 




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(d)          such
Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation
applicable to the Administrative Agent, the L/C Issuer or any Lender (including, without limitation, Regulation U of
the Board of Governors of the Federal Reserve System) as then in effect.


 


Each request for a
Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a
Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date on such Credit Event as to the
facts specified in subsections (a) through (c), inclusive, of this Section 7.1; provided, however, that the Lenders
may continue to make advances under the Revolving Credit, in the sole discretion of the Lenders, notwithstanding the failure of
the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver
of any Default or Event of Default or other condition set forth above that may then exist.


 


Section 7.2.          Initial
Credit Event. Before or concurrently with the initial Credit Event:


 


(a)          the
Administrative Agent shall have received (i) this Agreement duly executed by the Borrower, each Guarantor, and the Lenders, and
(ii) the Collateral Documents duly executed by the Borrower and the Guarantors;


 


(b)          if
requested by any Lender, the Administrative Agent shall have received, a Note payable to such Lender and duly executed Note of
the Borrower dated the Closing Date and otherwise in compliance with the provisions of Section 1.10 hereof;


 


(c)          the
Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents;


 


(d)          the
Administrative Agent shall have received copies of the Borrower’s and each Guarantor’s articles of incorporation and
bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer
of ARC REIT (on behalf of itself and in its capacity as a direct or indirect owner of the Borrower and each other Guarantor);


 


(e)          the
Administrative Agent shall have received copies of resolutions authorizing the execution, delivery and performance by the Borrower
and each Guarantor of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions
contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s
and each Guarantor’s behalf, all certified in each instance by an authorized officer of ARC REIT (on behalf of itself and
in its capacity as a direct or indirect owner of the Borrower and each other Guarantor);


 


(f)          the
Administrative Agent shall have received copies of the certificates of good standing for the Borrower and each Guarantor (dated
no earlier than thirty (30) days prior to the Closing Date) from the office of the secretary of the state (or similar office)
of its incorporation or organization and of each state in which an Initial Borrowing Base Property is located where its ownership,
lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure
to do so would not have a Material Adverse Effect;


 




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(g)          the
Administrative Agent shall have received a list of the Borrower’s Authorized Representatives;


 


(h)          the
Administrative Agent shall have received the initial fees called for by Section 2.1 hereof;


 


(i)          the
capital and organizational structure of ARC REIT, the Borrower and its Subsidiaries shall be reasonably satisfactory to the Administrative
Agent;


 


(j)          the
Administrative Agent shall have received (i) a copy of the audited consolidated balance sheet of ARC REIT and its Subsidiaries
for the Fiscal Year ended December 31, 2013 and the consolidated statements of income, retained earnings, and cash flows of ARC
REIT, the Borrower and its Subsidiaries for such Fiscal Year, and accompanying notes thereto, each in reasonable detail showing
in comparative form the figures for the previous Fiscal Year, (ii) a copy of the ARC REIT’s projections for the following
five Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with
such projections in reasonable detail prepared by the Borrower (which shall include a summary of all significant assumptions made
in preparing such projections), and (iii) a Borrowing Base Certificate showing the computation of the Borrowing Base with the inclusion
of the Initial Borrowing Base Properties, each in form and substance reasonably acceptable to the Administrative Agent;


 


(k)          since
December 31, 2013, no material adverse change in the business, financial condition, operations, performance or properties of the
Borrower or the Guarantors, taken as a whole, shall have occurred;


 


(l)           the
Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Borrower and each
Guarantor evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 8.7
hereof;


 


(m)        the
Administrative Agent shall have received a written opinion of counsel to the Borrower and each Guarantor, in form and substance
reasonably acceptable to the Administrative Agent;


 


(n)          the
Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor;
and the Administrative Agent and the Borrower shall have received the Internal Revenue Service Forms and any applicable attachments
required by Section 12.1(b);


 




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(o)          the
Liens granted to the Administrative Agent on the Collateral shall be valid and perfected first priority Liens, subject only to
Permitted Liens;


 


(p)          the
Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative
Agent may reasonably request; and


 


(q)          the
Administrative Agent and any Lender shall have received any information or materials reasonably required by the Administrative
Agent or such Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable
“know your customer” or similar rules and regulations.


 


Section 7.3.          Eligible
Property Additions and Deletions to the Borrowing Base.


 


(a)         As
of the Closing Date, the Borrower represents and warrants to the Lenders and the Administrative Agent that the Initial Borrowing
Base Properties qualify as Eligible Properties and that the information provided on Schedule 1.1 is true and correct.


 


(b)          Upon
not less than five (5) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower may, from
time to time, request that each Lender provide the Administrative Agent with notice if such Lender reasonably believes that
it will not consent to the addition of a Real Property as a Borrowing Base Property based on such Lender’s preliminary due
diligence and approval processes, and Administrative Agent will notify the Borrower within such 5 Business Day period if it has
received such notice from Required Lenders.  The addition of any Borrowing Base Property shall remain subject to the requirements
of clause (c) below and the absence of notice from any Lender under this clause (b) shall not be a binding indication that such
Lender will provide consent to the addition of such Borrowing Base Property under clause (c) below.


 


(c)          Upon
not less than ten (10) Business Days prior written notice from the Borrower to the Administrative Agent, the Borrower may, from
time to time, request that a Real Property be added (subject to the other requirements for a Real Property qualifying as an Eligible
Property) as a Borrowing Base Property, and such Real Property shall be added as a Borrowing Base Property (i) at any time there
are fewer than eight (8) Borrowing Base Properties, with the consent of the Required Lenders in their sole discretion; and (ii)
at any time there are eight (8) or more Borrowing Base Properties, upon satisfaction of the following conditions (collectively,
the “Eligibility Conditions”):


 


(1)         the
Administrative Agent shall have received a current rent roll and operating statement with respect to such Real Property;


 




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(2)         the
Administrative Agent shall have received an “as-is” Appraisal with respect to such Real Property reasonably acceptable
to the Administrative Agent;


 


(3)         the
Administrative Agent shall have received a certificate evidencing compliance with the Borrowing Base Requirements on a pro forma
basis;


 


(4)         the
Administrative Agent shall have received a certificate from the Borrower reasonably acceptable to the Administrative Agent that
such Real Property is free of all material structural defects or major architectural deficiencies, material title defects, material
environmental conditions or other adverse matters which, individually or collectively, would reasonably be expected to materially
impair the value of such Real Property;


 


(5)         if
the Subsidiary owning such Real Property is not a Guarantor (each, a “New Guarantor”) the Administrative Agent
shall have received a duly executed Additional Guarantor Supplement from such New Guarantor, together with any other Collateral
Documents required by the Administrative Agent including the following:


 


(A)         the
Administrative Agent shall have received copies of such New Guarantor’s articles of incorporation and bylaws (or comparable
organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;


 


(B)         the
Administrative Agent shall have received copies of resolutions of such New Guarantor’s Board of Directors (or similar governing
body) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of
the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on
such New Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other Authorized Representative;


 


(C)         the
Administrative Agent shall have received copies of the certificates of good standing for such New Guarantor from the office of
the secretary of the state (or similar office) of its incorporation or organization and of each state in which a Borrowing Base
Property is located;


 


(D)         the
Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for such New Guarantor;


 


(6)         the
Administrative Agent shall have received financing statement, tax, and judgment lien search results against any such New Guarantor
and such Real Property evidencing the absence of Liens, except for Permitted Liens or as otherwise permitted by Section 8.7
hereof; and


 


(7)         the
Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative
Agent may reasonably request (including, but not limited to, copies of ARGUS runs (or similar reports), leases, title insurance
policies and/or searches, surveys and environmental assessments).


 




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(d)          In
the event that any Borrowing Base Property shall at any time cease to constitute an Eligible Property, (i) the Borrower shall,
as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative Agent in writing of the same and (ii) such
Real Property shall automatically cease to constitute a Borrowing Base Property from the date that the same ceased to constitute
an Eligible Property until such time as the same again qualifies as an Eligible Property and is added by the Borrower as a Borrowing
Base Property in accordance with the preceding paragraph. Similarly, in the event that, at any time, the Borrowing Base Requirements
shall be violated, (A) the Borrower shall, as soon as reasonably possible after obtaining knowledge thereof, notify the Administrative
Agent in writing of the same, which written notice shall include a designation by the Borrower of any Real Property or Real Properties
to be deleted as Borrowing Base Properties in order to restore compliance with the Borrowing Base Requirements, and (B) each such
Real Property shall automatically cease to constitute a Borrowing Base Property from the date of such written notice until such
time as the same is added by the Borrower as a Borrowing Base Property in accordance with the preceding paragraph (provided that
the addition of the same at such time does not result in a violation of the Borrowing Base Requirements).


 


(e)          Upon
not less than (x) seven (7) Business Days prior written notice from the Borrower to the Administrative Agent if there are four
(4) or fewer Borrowing Base Properties, or (y) three (3) Business Days prior written notice from Borrower to the Administrative
Agent if there are more than four (4) Borrowing Base Properties, the Borrower may, from time to time, designate that a Real Property
be deleted as a Borrowing Base Property; provided, however, that the Borrower shall not be permitted to designate
that a Real Property be deleted as a Borrowing Base Property without the consent of the Required Lenders in their sole discretion
if (i) such deletion would result in fewer than four (4) Borrowing Base Properties, or (ii) such deletion would reduce the Borrowing
Base Value below $100,000,000. Such notice shall be accompanied by a Borrowing Base Certificate setting forth the components of
the Borrowing Base as of the deletion of the designated Real Property as a Borrowing Base Property, and Borrower’s certification
in such detail as reasonably required by the Administrative Agent that no Default or Event of Default is then continuing (including
after taking into account the deletion of such Borrowing Base Property) and that such deletion shall not cause the other Borrowing
Base Properties to violate the Borrowing Base Requirements. Upon the deletion of a Real Property as a Borrowing Base Property (whether
automatically or as a result of an election by the Borrower, as described above), the Guarantor which owned such Real Property,
but that does not otherwise own any other Borrowing Base Property, shall, upon the Borrower’s written request, be released
from its obligations under this Agreement or, if applicable, its separate Guaranty and any other Loan Documents pursuant to lien
releases and other documentation reasonably acceptable to the Borrower and the Administrative Agent.


 




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Section 8.          Covenants.


 


The Borrower and each
Guarantor agrees that, so long as any credit is available to or in use by the Borrower hereunder, except to the extent compliance
in any case or cases is cured or waived in writing pursuant to the terms of Section 12.13 hereof:


 


Section 8.1.          Maintenance
of Existence. The Borrower shall, and shall cause each Guarantor to, preserve and maintain its existence, except as
otherwise provided in Section 8.10(c) hereof. The Borrower shall, and shall cause each Guarantor to, preserve and keep in
force and effect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and
other proprietary rights necessary to the proper conduct of its business, except where the failure to do so would not reasonably
be expected to have a Material Adverse Effect.


 


Section 8.2.          Maintenance
of Properties. The Borrower shall, and shall cause each Guarantor to, maintain, preserve, and keep all of its Property in
working condition and order (ordinary wear and tear and damage by casualty excepted), and the Borrower and each
Guarantor shall, from time to time, make all necessary repairs, renewals, replacements, additions, and betterments to its Property
so that such Property shall at all times be fully preserved and maintained, except (i) to the extent that, in the reasonable business
judgment of such Person, any such Property is no longer necessary for the proper conduct of the business of such Person and (ii)
where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect. The Borrower shall not, and shall not permit any Guarantor to, amend, modify or terminate any material contract or agreement
to which it is a party if such amendment, modification or termination or waiver would reasonably be expected to cause a Material
Adverse Effect.


 


Section 8.3.          Taxes
and Assessments. The Borrower and each Guarantor shall, or shall cause its Tenants to, duly pay and discharge all Taxes, rates,
assessments, fees, and governmental charges upon or against it or its Property, in each case before the same become delinquent
and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate
proceedings which prevent enforcement of the matter under contest and adequate reserves established in accordance with GAAP are
provided therefor.


 


Section 8.4.          Insurance.
The Borrower shall insure and keep insured, and shall cause ACR REIT and each Subsidiary to insure and keep insured, with financially
sound and reputable insurance companies all insurable Property owned by it which is of a character usually insured by Persons similarly
situated and operating like Properties against loss or damage from such hazards and risks, and in such amounts, as are insured
by Persons similarly situated and operating like Properties; and the Borrower shall insure, and shall cause ARC REIT and each Subsidiary
to insure, such other hazards and risks (including, without limitation, business interruption, employers’ and public liability
risks) with financially sound and reputable insurance companies as and to the extent usually insured by Persons similarly
situated and conducting similar businesses. The Borrower shall, upon the request of the Administrative Agent, furnish to the Administrative
Agent and the Lenders a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to
this Section 8.4.


 




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Section 8.5.          Financial
Reports. The Borrower shall, and shall cause ARC REIT and each Subsidiary to, maintain a standard system of accounting in accordance
with GAAP and shall furnish to the Administrative Agent, each Lender, the L/C Issuer and each of their duly authorized representatives
such information respecting the business and financial condition of ARC REIT, the Borrower and each Subsidiary as the Administrative
Agent or such Lender may reasonably request; and without any request, shall furnish to the Administrative Agent for distribution
to the Lenders and L/C Issuer:


 


(a)          as
soon as available, and in any event no later than ninety (90) days after the last day each Fiscal Year of the Borrower,
a copy of the audited consolidated balance sheet of ARC REIT and its Subsidiaries as of the last day of the Fiscal Year then ended
and the consolidated statements of income, retained earnings, and cash flows of ARC REIT and its Subsidiaries for the Fiscal Year
then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous
Fiscal Year, accompanied by an unqualified opinion of Grant Thornton LLP or any other independent public accountants of
recognized national standing, selected by the Borrower and Agent (if not Grant Thornton LLP or any of the “Big Four”)
reasonably satisfactory to the Administrative, to the effect that the consolidated financial statements have been prepared in accordance
with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial condition of ARC REIT
and its Subsidiaries as of the close of such Fiscal Year and the results of their operations and cash flows for the Fiscal Year
then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with
generally accepted auditing standards;


 


(b)          within
the period provided in subsection (a) above, the written statement of the accountants who certified the audit report thereby
required that in the course of their audit they have obtained no knowledge of any Default or Event of Default, or, if such accountants
have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of
the existence thereof; provided, however, that such statement shall not be required if the Borrower is not able to
obtain such statement using commercially reasonable efforts;


 


(c)          as
soon as available, and in any event no later than forty-five (45) days after the last day of each of the first three Fiscal
Quarters of each Fiscal Year of the Borrower (commencing with the Fiscal Quarter ending on June 30, 2014), a copy of the consolidated
balance sheet of ARC REIT, the Borrower and its Subsidiaries as of the last day of such Fiscal Quarter and the consolidated statements
of income, retained earnings, and cash flows of ARC REIT and its Subsidiaries for the Fiscal Quarter and for the Fiscal Year-to-date
period then ended, each in reasonable detail showing, in comparative form, the figures for the corresponding date and period in
the previous Fiscal Year, prepared by the Borrower in accordance with GAAP (subject to the absence of footnote disclosures and
year-end audit adjustments) and certified to by its chief financial officer or another officer of the Borrower reasonably acceptable
to the Administrative Agent;


 




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(d)          as
soon as available, and in any event within (i) forty-five (45) days after the last day of each of the first three Fiscal
Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending on June 30, 2014) and (ii) ninety (90) days after the last
day of the last Fiscal Quarter of each Fiscal Year, (x) a Borrowing Base Certificate showing the computation of the Borrowing Base
in reasonable detail as of the close of business on the last day of such Fiscal Quarter, prepared by the Borrower and certified
to by its chief financial officer or another officer of the Borrower reasonably acceptable to the Administrative Agent, and (y)
an updated rent roll and operating statement for each Borrowing Base Property, in form and substance reasonably acceptable to the
Administrative Agent;


 


(e)          with
each of the financial statements delivered pursuant to subsections (a) and (c) above, a compliance certificate (“Compliance
Certificate”) in the form attached hereto as Exhibit E signed by the chief executive officer, chief financial officer,
treasurer or controller of the Borrower or another officer of the Borrower reasonably acceptable to the Administrative Agent to
the effect that to such officer’s knowledge and belief no Default or Event of Default has occurred during the period covered
by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of
such Default or Event of Default and specifying the action, if any, taken or being taken by ARC REIT, the Borrower or any Subsidiary
to remedy the same. Such certificate shall also set forth the calculations supporting such statements in respect of Section 8.20
hereof;


 


(f)          promptly
after request by the Administrative Agent, any additional written reports, management letters or other detailed information contained
in writing concerning significant aspects of ARC REIT’s, the Borrower’s or any Subsidiary’s operations and financial
affairs given to it by its independent public accountants and submitted to the board of directors (or similar governing body) of
the Borrower;


 


(g)          promptly
after the sending or filing thereof, copies of each financial statement, report, or proxy statement sent by ARC REIT or any Subsidiary
to its stockholders or other equity holders;


 


(h)          promptly
after receipt thereof, if any, a copy of each audit made by any regulatory agency of the books and records of ARC REIT, the Borrower
or any Subsidiary or of notice of any material noncompliance with any applicable Legal Requirements relating to ARC REIT, the Borrower
or any Subsidiary, or its business;


 


(i)          as
soon as available, and in any event within sixty (60) days after the end of each Fiscal Year of the Borrower, a copy of the
Borrower’s projections for the following year including consolidated projections of revenues, expenses and balance sheet
on a quarter-by-quarter basis, with such projections in reasonable detail prepared by the Borrower and in form satisfactory to
the Administrative Agent (which shall include a summary of all significant assumptions made in preparing such projections);


 




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(j)          notice
of any Change of Control;


 


(k)          promptly
after any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of (i) any threatened (in writing)
or pending litigation or governmental or arbitration proceeding or labor controversy against ARC REIT, the Borrower or any Subsidiary
or any of their Property which would reasonably be expected to have a Material Adverse Effect, (ii) the occurrence of any other
matter which would reasonably be expected to have a Material Adverse Effect or (iii) the occurrence of any Default or Event
of Default;


 


(l)          with
each of the financial statements delivered pursuant to subsections (a) and (c) above, if there have been any changes
to the organizational list of ARC REIT, the Borrower and the Subsidiaries during the most recently ended Fiscal Quarter, a revised
organizational list, together with a summary of the changes; and


 


(m)          promptly
after the request the Administrative Agent or the Required Lenders, any other information or report reasonably requested by such
Person(s).


 


Section 8.6.          Inspection.
The Borrower shall, and shall cause ARC REIT and each Subsidiary to, permit each of the Arrangers (or any of their affiliates),
coordinating through the Administrative Agent, and each of their duly authorized representatives and agents, during normal business
hours, to visit and inspect any of its Property, corporate books, and financial records, to examine and make copies of its books
of accounts and other financial records (which shall be subject to the confidentiality requirements of Section 12.25 hereof),
and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers, employees and independent
public accountants (and by this provision the Borrower hereby authorizes such accountants to discuss with either of the Arrangers
(or any of their affiliates) the finances and affairs of ARC REIT, the Borrower and its Subsidiaries) at such reasonable times
as the Administrative Agent may designate, with reasonable prior notice to the Borrower and no more often than once in any period
of twelve (12) consecutive months unless an Event of Default has occurred and is continuing. The Administrative Agent shall use
reasonable efforts to coordinate inspections undertaken in accordance with this Section 8.6 to (i) minimize the administrative
burden of such inspections on ARC REIT, the Borrower and their Subsidiaries, (ii) minimize the interference with the business of
ARC REIT, the Borrower and their Subsidiaries and (iii) not disturb the occupancy of any Real Property by any Tenant.


 


Section 8.7.          Liens.
The Borrower shall not, nor shall it permit any Guarantor to, create, incur or permit to exist any Lien of any kind on any Property
owned by any such Person, other than Permitted Liens.


 




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Section 8.8.          Investments,
Acquisitions, Loans and Advances. The Borrower shall not, nor shall it permit ARC REIT or any Subsidiary to (i) directly or
indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise)
in any Person, real property or improvements on real property, or any loans, advances, lines of credit, mortgage loans or other
financings (including pursuant to sale/leaseback transactions) to any other Person, or (ii) acquire any real property, improvements
on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided,
however, that the foregoing shall not apply to nor operate to prevent, with respect to ARC REIT, the Borrower or any Subsidiary,
any of the following:


 


(a)          investments
in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute
full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one (1)
year of the date of issuance thereof;


 


(b)          investments
in commercial paper with a Rating of at least P-1 by Moody’s and at least A-1 by S&P maturing within one (1) year of
the date of issuance thereof;


 


(c)          investments
in demand or time deposits, certificates of deposit or bankers acceptances of any Lender or by any United States commercial bank
having capital and surplus of not less than $100,000,000 which have a maturity of one (1) year or less;


 


(d)          investments
in repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in
subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided
all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through
the Federal Reserve Book Entry System;


 


(e)          investments
in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments
of the type described in the immediately preceding subsections (a), (b), (c), and (d) above;


 


(f)          ARC
REIT’s investment in the Borrower, the Borrower’s investments from time to time in its Subsidiaries, and investments
made from time to time by a Subsidiary in one or more of its Subsidiaries;


 


(g)          intercompany
advances made from time to time among the Borrower and its Subsidiaries in the ordinary course of business to finance working capital
needs;


 


(h)          investments
from time to time in individual Real Properties (including Eligible Properties) or in entities which own such individual Real Properties
(including Eligible Properties), provided that such investment does not cause a breach of the financial covenants set forth
in Section 8.20 hereof or clauses (i), (j) or (k) below;


 


(i)          cash
investments in joint ventures in an amount not to exceed in the aggregate at any one time outstanding 20% of the Total Asset Value
at such time;


 


(j)          investments
in Assets Under Development in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value
at such time;


 




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(k)          investments
in Land Assets in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time;


 


(l)           investments
in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement;


 


(m)          investments
pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement;


 


(n)          investments
existing on the date hereof and set forth on Schedule 8.8;


 


(o)          advances
to officers, directors and employees of the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary
business purposes;


 


(p)          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;


 


(q)          investments
in mortgages and mezzanine loans not at any time to exceed ten percent (10.0%) of Total Asset Value at such time;


 


(r)          investments
by ARC REIT 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 ARC REIT or the Borrower now or hereafter outstanding to the extent permitted
in Section 8.24 below;


 


(s)          investments
permitted under applicable law in the publicly-traded equity interests of REITs or other real estate companies conducting business,
services or activities substantially similar or related to those engaged by ARC REIT, the Borrower and its Subsidiaries as of the
date hereof not to at any time exceed ten percent (10.0%) of Total Asset Value; and


 


(t)          investments
not otherwise permitted under this Section 8.8 in an aggregate amount not to exceed $3,000,000.


 


Investments of the type
described in clauses (i), (j), (k), (q), (s) and (t) immediately preceding shall, at no time, exceed in the aggregate at any
one time, 35% of the Total Asset Value at such time. In determining the amount of investments, acquisitions, loans, and advances
permitted under this Section, investments and acquisitions shall always be taken at the book value (as defined in GAAP) thereof,
and loans and advances shall be taken at the principal amount thereof then remaining unpaid.


 




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Section 8.9.          Mergers,
Consolidations and Sales. Except with respect to an acquisition of an Eligible Property or otherwise with the prior written
consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor
shall it permit ARC REIT or any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise
dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction,
or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however,
so long as no Default or Event of Default is then continuing, this Section shall not apply to nor operate to prevent:


 


(a)          the
sale, transfer, lease or other disposition of Property of the Borrower or any of its Subsidiaries to one another in the ordinary
course of its business;


 


(b)          the
merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving
the Borrower, the Borrower is the entity surviving the merger;


 


(c)          the
sale, transfer or other disposition of any tangible personal property in the ordinary course of business;


 


(d)          Leases
of portions of any Real Property to Tenants;


 


(e)          any
sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property
as part of a sale and leaseback transaction) that is not otherwise expressly permitted by the foregoing clauses and for net consideration
that is not more than twenty percent (20%) of the Total Asset Value on the last day of the Fiscal Quarter immediately preceding
such sale, transfer, lease or other disposition;


 


(f)          any
merger if it results in the simultaneous payoff in immediately available funds of the Obligations;


 


(g)          merge
or consolidate, directly or indirectly, with any other Person so long as (i) ARC REIT, the Borrower and the Guarantors, as applicable,
shall be the survivor thereof; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’
prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving
effect thereto, no Default or Event of Default has occurred or would result therefrom; (iv) at the time the Borrower gives notice
pursuant to clause (ii) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each
of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing
the continued compliance by ARC REIT, the Borrower and the Subsidiaries with the terms and conditions of this Agreement and the
other Loan Documents, including, without limitation, the financial covenants contained in Section 8.20, after giving effect to
such consolidation or merger and (v) the Borrower obtains the prior written consent in writing of the Required Lenders in their
sole discretion;


 


(h)          the
Borrower may issue or sell equity interests; provided that the Borrower shall remain in compliance with the definition of
Change of Control; and


 




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(i)          to
the extent constituting an Investment, transactions expressly permitted under Section 8.8.


 


Section 8.10.         Maintenance
of Subsidiaries. The Borrower shall not assign, sell or transfer, nor shall it permit any of its Subsidiaries to issue, assign,
sell or transfer, any shares of capital stock or other equity interests of any of the Borrower’s Subsidiaries that are Guarantors
to any Person that is not a wholly-owned direct or indirect subsidiary of the Borrower; provided, however, that the foregoing
shall not operate to prevent (a) Liens on the capital stock or other equity interests of Guarantors granted to the Administrative
Agent, (b) the issuance, sale and transfer to any Person of any shares of capital stock of a Guarantor solely for the purpose
of qualifying, and to the extent legally necessary to qualify, such person as a director of such Guarantor, and (c) any transaction
permitted by Section 8.9(b) above.


 


Section 8.11.         ERISA.
The Borrower shall, and shall cause each Subsidiary to, promptly pay and discharge all obligations and liabilities arising under
ERISA of a character which if unpaid or unperformed could reasonably be expected to result in the imposition of a Lien against
any of its Property. The Borrower shall, and shall cause ARC REIT and each Subsidiary to, promptly notify the Administrative Agent
and each Lender of: (a) the occurrence of any reportable event (as defined in Section 4043 of ERISA) with respect to
a Plan, (b) receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee
therefor, (c) its intention to terminate or withdraw from any Plan, and (d) the occurrence of any event with respect
to any Plan which would result in the incurrence by ARC REIT, the Borrower or any Subsidiary of any material liability, fine or
penalty, or any material increase in the contingent liability of ARC REIT, the Borrower or any Subsidiary with respect to any post-retirement
Welfare Plan benefit. The Borrower shall not, and shall not permit ARC REIT or any Subsidiary to, permit any of its respective
assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Code or any of the respective
regulations promulgated thereunder.


 


Section 8.12.         Compliance
with Laws. (a) The Borrower shall, and shall cause ARC REIT and each Subsidiary to, comply in all respects with all Legal
Requirements applicable to or pertaining to its Property or business operations, where any such non-compliance, individually or
in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 




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(b)          The
Borrower shall, and shall cause ARC REIT and each Subsidiary to, at all times, do the following to the extent the failure to do
so, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) comply in all material
respects with, and maintain each of the Real Properties in compliance in all material respects with, all applicable Environmental
Laws; (ii) use commercially reasonable efforts to require that each Tenant of any of the Real Properties or any part thereof
comply in all material respects with all applicable Environmental Laws; (iii) obtain and maintain in full force and effect
all material governmental approvals required by any applicable Environmental Law for operations at each of the Real Properties;
(iv) cure any material violation of applicable Environmental Laws by it or at any of the Real Properties; (v) not allow
the presence or operation at any of the Real Properties of any (1) landfill or dump or (2) hazardous waste management
facility or solid waste disposal facility as defined pursuant to RCRA or any comparable state law (other than any private sewage
treatment plant maintained at any Real Property in compliance with Environmental Laws); (vi) not manufacture, use, generate,
transport, treat, store, release, dispose or handle any Hazardous Material at any of the Properties except in the ordinary course
of its business and in compliance with Environmental Laws; (vii) within ten (10) Business Days after receipt of written
notice of the same in connection with ARC REIT, the Borrower, any Subsidiary or any of the Real Properties, notify the Administrative
Agent in writing of, and provide any reasonably requested documents with respect to, any of the following: (1) any material
liability for response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state
law; (2) any material Environmental Claim; (3) any material violation of an Environmental Law or material Release, threatened
Release or disposal of a Hazardous Material; (4) any restriction on the ownership, occupancy, use or transferability arising
pursuant to any (x) Release, threatened Release or disposal of a Hazardous Material or (y) Environmental Law; or (5) any
environmental, natural resource, health or safety condition which would reasonably be expected to have a Material Adverse Effect;
(viii) conduct, at its expense, any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other
response action necessary to remove, remediate, clean up or abate any material Release, threatened Release or disposal of a Hazardous
Material as required to be performed by any applicable Environmental Law, (ix) abide by and observe any restrictions on the
use of the Real Properties imposed by any Governmental Authority as set forth in a deed or other instrument affecting ARC REIT’s,
the Borrower’s or any Subsidiary’s interest therein; (x) promptly provide or otherwise make available to the Administrative
Agent any reasonably requested environmental record concerning the Real Properties which ARC REIT, the Borrower or any Subsidiary
possesses or can reasonably obtain; and (xi) perform, satisfy, and implement any operation or maintenance actions required
by any Governmental Authority or Environmental Law or included in any no further action letter or covenant not to sue issued by
any Governmental Authority under any Environmental Law. The Administrative Agent shall give prompt notice to each Lender of any
notice from the Borrower received pursuant to this Section 8.12(b).


 


Section 8.13.         Compliance
with OFAC Sanctions Programs.  (a) ARC REIT shall at all times comply with the requirements of all OFAC Sanctions Programs
applicable to ARC REIT and shall cause the Borrower and each of its Subsidiaries to comply with the requirements of all OFAC Sanctions
Programs applicable to such Person.


 


(b)          The
Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding ARC REIT, the Borrower,
its Subsidiaries and each of their other Affiliates necessary for the Administrative Agent, the L/C Issuer, and the Lenders to
comply with all applicable OFAC Sanctions Programs; subject, however, in the case of Affiliates (other than the Subsidiaries),
to the Borrower’s ability to provide information applicable to them.


 


(c)          If
the Borrower obtains actual knowledge or receives any written notice that ARC REIT, the Borrower, any Subsidiary or any other Affiliate
of the Borrower is named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Borrower
shall promptly (i) give written notice to the Administrative Agent, the L/C Issuer, and the Lenders of such OFAC Event, and (ii)
comply with all applicable Legal Requirements with respect to such OFAC Event (regardless of whether the party included on the
OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Sanctions Programs, and the
Borrower hereby authorizes and consents to the Administrative Agent, the L/C Issuer, and the Lenders taking any and all steps the
Administrative Agent, the L/C Issuer, or the Lenders deem necessary, in their sole but reasonable discretion, to avoid violation
of all applicable Legal Requirements with respect to any such OFAC Event, including the requirements of the OFAC Sanctions Programs
(including the freezing and/or blocking of assets and reporting such action to OFAC).


 




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Section 8.14.         Burdensome
Contracts With Affiliates.  The Borrower shall not, nor shall it permit ARC REIT or any Subsidiary to, enter into any contract,
agreement or business arrangement with any of its Affiliates on terms and conditions which are less favorable to ARC REIT, the
Borrower or such Subsidiary than would be usual and customary in similar contracts, agreements or business arrangements between
Persons not affiliated with each other.


 


Section 8.15.         No
Changes in Fiscal Year. The Fiscal Year of ARC REIT and its Subsidiaries ends on December 31 of each year; and the Borrower
shall not, nor shall it permit ARC REIT or any Subsidiary to, change its Fiscal Year from its present basis.


 


Section 8.16.         Formation
of Subsidiaries. Promptly upon the formation or acquisition of any Guarantor, the Borrower shall provide the Administrative
Agent and the Lenders notice thereof and timely comply with the requirements of Sections 4.2 and 4.3 hereof.


 


Section 8.17.         Change
in the Nature of Business. The Borrower shall not, nor shall it permit ARC REIT or any Subsidiary to, engage in any business
or activity if, as a result thereof, the general nature of the business of ARC REIT or any Subsidiary would be changed in any material
respect from the general nature of the business engaged in by it as of the Closing Date, provided that nothing herein shall be
deemed to prohibit or restrict the Borrower or any Subsidiary from engaging in any business which is reasonably related to the
core business engaged in by it on the Closing Date.


 


Section 8.18.         Use
of Proceeds. The Borrower shall use the credit extended under this Agreement solely for the purposes set forth in, or otherwise
permitted by, Section 6.4 hereof.


 


Section 8.19.         No
Restrictions. Except as provided herein, the Borrower shall not, nor shall it permit any Guarantor to, directly or indirectly
create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability
of the Borrower or any Guarantor to: (a) pay dividends or make any other distribution on any capital stock or other equity
interests owned by ARC REIT, the Borrower or any other Subsidiary, (b) pay any indebtedness owed to ARC REIT, the Borrower
or any other Subsidiary, or (c) guarantee the Obligations, Hedging Liability, and Bank Product Obligations and/or grant Liens
on its assets to the Administrative Agent.


 


Section 8.20.         Financial
Covenants.


 


(a)          Maximum
Consolidated Leverage Ratio. As of the last day of each Fiscal Quarter of the Borrower commencing with the Fiscal Quarter ending
June 30, 2014, the Borrower shall not permit the Consolidated Leverage Ratio to be greater than (x) 0.65 to 1.00 for the first
four Fiscal Quarters ending after the Closing Date, and (y) 0.60 to 1.00 for each Fiscal Quarter thereafter.


 




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(b)          Minimum
Fixed Charge Coverage Ratio. As of the last day of each Fiscal Quarter of the Borrower commencing with the Fiscal Quarter ending
June 30, 2014, the Borrower shall not permit the Fixed Charge Coverage Ratio to be less than 1.65 to 1.00.


 


(c)          Maximum
Other Recourse Debt to Total Asset Value Ratio. The Borrower shall not, as of the last day of each Fiscal Quarter of the Borrower
commencing with the Fiscal Quarter ending June 30, 2014, permit ratio of (i) Other Recourse Debt as of the last day of such
Fiscal Quarter to (ii) Total Asset Value as of such date to be greater than 0.10 to 1.00.


 


(d)          Maintenance
of Net Worth. ARC REIT shall, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending March 31,
2014, maintain a Tangible Net Worth of not less than the sum of (a) $121,000,000 plus (b) 80% of the aggregate
net proceeds received by ARC REIT or any of its Subsidiaries after March 31, 2014 in connection with any offering of Stock or Stock
Equivalents.


 


Section 8.21.         Borrowing
Base Requirements. The Borrower shall cause the Borrowing Base to at all times comply with the Borrowing Base Requirements;
provided that if the requirements of the definition of Borrowing Base Requirements are not met at any time, then within
five (5) Business Days of such failure either (i) the Borrower shall have cured such failure or (ii) the Borrower shall have delivered
an updated Borrowing Base Certificate in form and substance reasonably acceptable to the Administrative Agent evidencing the reduction
or removal of any applicable Eligible Property’s Borrowing Base Value from the Borrowing Base to the extent necessary to
cause such failure to no longer exist.


 


Section 8.22.         Electronic
Delivery of Certain Information.  (a) Documents, including financial reports to be delivered pursuant to Section 8.5 hereof,
required to be delivered pursuant to this Agreement may be delivered by electronic communication and delivery, including, the Internet,
including the website maintained by the Securities and Exchange Commission, e-mail or intranet websites to which the Administrative
Agent and each Lender have access (including a commercial, third-party website or a website sponsored or hosted by the Administrative
Agent) provided that the foregoing shall not apply to (i) notices to any Lender (or the L/C Issuer) pursuant to Section 1.
The Administrative Agent or the Borrower 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. Documents or notices
delivered electronically shall be deemed to have been delivered on the date and time on which the Administrative Agent or the Borrower
posts such documents or the documents become available on a commercial website and the Borrower notifies the Administrative Agent
of said posting by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Administrative
Agent 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 on a Business Day, said posting date and time shall be deemed to have commenced as of 9:00 a.m. Chicago
time on the opening of business on the next Business Day for the recipient. Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the certificates required by Sections 8.5(d) and 8.5(e)
to the Administrative Agent. Except for the certificates required by Sections 8.5(d) and 8.5(e), the 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 the Borrower with any such request for delivery.


 




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(b)          Documents
required to be delivered pursuant to Section 1 may be delivered electronically to a website provided for such purpose by the
Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.


 


Section 8.23.         REIT
Status. ARC REIT shall maintain its status as a REIT and all of the representations and warranties set forth in Section 6.25
shall remain true and correct at all times.


 


Section 8.24.         Restricted
Payments. The Borrower shall not, nor shall it permit or any Subsidiary to, declare or make any Restricted Payment; provided
that:


 


(a) the
Borrower may declare or make cash distributions to its equity holders in an aggregate amount for any Fiscal Quarter not to exceed
the greater of (i) ninety-five percent (95%) of ARC REIT’s MFFO or (ii) the amount necessary for ARC REIT to be able
to make distributions required to maintain its status as a REIT; provided that (x) during the continuance of an Event of
Default, Restricted Payments made pursuant to this clause (a) shall not exceed the amounts described in clause (ii), and (y) following
a Bankruptcy Event with respect to the Borrower or the acceleration of the Obligations, the Borrower shall not make any cash distributions;


 


(b) any
Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other Subsidiary that is a Guarantor;


 


(c) any
of ARC REIT, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the
common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted
under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted
by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable
solely in additional shares of its equity interests;


 


(d) the
Borrower and each Subsidiary may make cash payments in lieu of the issuance of fractional shares representing insignificant interests
in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests
of the Borrower or any Subsidiary; and


 


(e) so long
as no Change of Control results therefrom, the Borrower and each Subsidiary may make Restricted Payments in connection with the
implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive
plans, and other similar forms of compensation for the benefit of the directors, officers and employees of the ARC REIT, the Borrower
and the Subsidiaries;


 




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(f) so
long as no Change of Control results therefrom, the Borrower and each Subsidiary may make dividends or distributions to a Subsidiary,
the Borrower, and ARC REIT to allow ARC REIT to, make payments in connection with share purchase programs, to the extent not otherwise
prohibited by the terms of this Agreement; and


 


(g) the
Borrower may exercise any redemption or conversion rights with respect to the equity interests of the Borrower in accordance with
the terms of the governing documents setting out any such rights.


 


Section 9.          Events
of Default and Remedies.


 


Section 9.1.          Events
of Default. Any one or more of the following shall constitute an “Event of Default” hereunder:


 


(a)          default
in the payment when due of (i) all or any part of the principal of any Loan (whether at the stated maturity thereof or at any other
time provided for in this Agreement, including a mandatory prepayment required by Section 1.8(b)), (ii) any Reimbursement
Obligation (except in any case in which a Loan has been made in the amount of the Reimbursement Obligations then due and the proceeds
thereof applied to pay such Reimbursement Obligations as contemplated by Section 1.2(c)) (iii) any payment when due of any interest
or (iv) any fee or other Obligation payable hereunder or under any other Loan Document, with such default in payment continuing
for (A) in the case of the foregoing clauses (ii) and (iii), three (3) Business Days after receipt of written notice thereof
from the Administrative Agent and (B) in the case of the foregoing clause (iv), five (5) Business Days after receipt of written
notice thereof from the Administrative Agent;


 


(b)          default
in the observance or performance of any covenant set forth in Sections 8.1, 8.5, 8.7, 8.8, 8.9, 8.10, 8.11, 8.20, 8.21,
8.23 or 8.24 hereof;


 


(c)          default
in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within thirty
(30) days after the earlier of (i) the date on which such failure shall first become known to any Responsible Officer
of the Borrower and (ii) written notice thereof is given to the Borrower by the Administrative Agent; provided, however,
if such a default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further
that the Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously
proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for the Borrower
in the exercise of due diligence to cure such default, provided such additional period shall not exceed sixty (60) days;


 




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(d)          any
representation or warranty made herein or in any other Loan Document or in any certificate furnished to the Administrative Agent
or the Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue in
any material respect (where not already qualified by materiality or Material Adverse Effect, otherwise in any respect) as of the
date of the issuance or making or deemed making thereof (except to the extent such representation and warranty relates to an earlier
date, in which case it proves untrue in any material respect (where not already qualified by materiality or Material Adverse Effect,
otherwise in any respect) as of such date) and shall not be cured or remedied so that such representation, warranty, certification
or statement of fact is no longer incorrect or misleading in any material respect within ten (10) days after the earlier of notice
from the Administrative Agent or the actual knowledge of the Borrower thereof;


 


(e)          (i)
any event occurs or condition exists (other than those described in subsections (a) through (d) above) which is specified
as an event of default under any of the other Loan Documents (and the related grace and/or cure period, if any, shall have expired),
or any of the Loan Documents shall for any reason not be or shall cease to be in full force and effect or is declared to be null
and void; (ii) any of the Collateral Documents shall for any reason fail to create a valid and perfected first priority Lien in
favor of the Administrative Agent in any Collateral purported to be covered thereby except as expressly permitted by the terms
thereto, or (iii) the Borrower or any Guarantor takes any action for the purpose of terminating, repudiating or rescinding any
Loan Document executed by it or any of its obligations thereunder;


 


(f)          default
(with expiration of any grace and/or cure periods related thereto) shall occur under any Indebtedness issued, assumed or guaranteed
by the Borrower or any Guarantor aggregating in excess of (i) with respect to any recourse Indebtedness issued, assumed or guaranteed
by the Borrower or any Guarantor, $10,000,000 in the aggregate, or (ii) with respect to any other Indebtedness issued, assumed
or guaranteed by the Borrower or any Guarantor, (x) $50,000,000 in the aggregate prior to the occurrence of the Pricing Event Date,
and (y) $75,000,000 in the aggregate after the occurrence of the Pricing Event Date, or a default (with expiration of any grace
and/or cure periods related thereto) shall occur with respect to any Indebtedness issued, assumed or guaranteed by the Borrower
or any Guarantor, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of
any such Indebtedness (whether or not such maturity is in fact accelerated);


 


(g)          any
judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered
or filed against the Borrower or any Guarantor, or against any of its respective Property, in an aggregate amount in excess of
$10,000,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing),
and which remains undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days;


 




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(h)          the
Borrower or any Guarantor, or any member of its Controlled Group, shall fail to pay when due an amount or amounts aggregating in
excess of $10,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice
of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $10,000,000 (collectively, a “Material
Plan”) shall be filed under Title IV of ERISA by the Borrower or any Guarantor, or any other member of its Controlled
Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV
of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted
by a fiduciary of any Material Plan against the Borrower or any Guarantor, or any member of its Controlled Group, to enforce Section 515
or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days thereafter; or a condition
shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated;


 


(i)          any
Change of Control shall occur;


 


(j)          the
Borrower or any Guarantor shall (i) admit in writing its inability to pay, its debts generally as they become due, (ii) make
an assignment for the benefit of creditors, (iii) apply for, seek, consent to or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (iv) institute
any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate
it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or
other pleading denying the material allegations of any such proceeding filed against it within sixty (60) days, (v) take any
board of director or shareholder action (including the convening of a meeting) in furtherance of any matter described in parts (i)
through (iv) above, or (vi) fail to contest in good faith any appointment or proceeding described in Section 9.1(k) hereof;
and


 


(k)          an
order for relief under the United States Bankruptcy Code, as amended, shall have entered involuntarily against the Borrower or
any Guarantor or a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or
any Guarantor, or any substantial part of its Property and such appointment continues undischarged or such proceeding continues
undismissed or unstayed for a period of sixty (60) days.


 




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Section 9.2.          Non-Bankruptcy
Defaults. When any Event of Default (other than those described in subsection (j) or (k) of Section 9.1 hereof with
respect to the Borrower) has occurred and is continuing, the Administrative Agent shall, by written notice to the Borrower: (a) if
so directed by the Required Lenders, terminate the remaining Commitments and all other obligations of the Lenders hereunder on
the date stated in such notice (which may be the date thereof); (b) if so directed by the Required Lenders, declare the principal
of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including
both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under
the Loan Documents without further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required
Lenders, demand that, with respect to each Letter of Credit then outstanding, the Borrower immediately either (i) pay to the Administrative
Agent the full amount then available for drawing thereunder, (ii) deliver to the Administrative Agent Cash Collateral in an amount
equal to 105% of the aggregate amount thereof or (iii) return or cause to be returned to L/C Issuer such Letter of Credit for cancellation,
and the Borrower agrees to immediately take such action and acknowledges and agrees that the Lenders would not have an adequate
remedy at law for failure by the Borrower to honor any such demand and that the Administrative Agent, for the benefit of the Lenders,
shall have the right to require the Borrower to specifically perform such undertaking whether or not any drawings or other demands
for payment have been made under any Letter of Credit. The Administrative Agent, after giving notice to the Borrower pursuant to
Section 9.1(c) or this Section 9.2, shall also promptly send a copy of such notice to the other Lenders, but the failure
to do so shall not impair or annul the effect of such notice.


 


Section 9.3.          Bankruptcy
Defaults. When any Event of Default described in subsections (j) or (k) of Section 9.1 hereof with respect to the
Borrower has occurred and is continuing, all outstanding Loans shall immediately become due and payable together with all other
amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind, the obligation of the Lenders
to extend further credit pursuant to any of the terms hereof shall immediately terminate and, with respect to each Letter of Credit
then outstanding, the Borrower immediately either (i) pay to the Administrative Agent the full amount then available for drawing
thereunder, (ii) deliver to the Administrative Agent Cash Collateral in an amount equal to 105% of the aggregate amount thereof
or (iii) return or cause to be returned to L/C Issuer such Letter of Credit for cancellation, the Borrower acknowledging and agreeing
that the Lenders would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Lenders,
and the Administrative Agent on their behalf, shall have the right to require the Borrower to specifically perform such undertaking
whether or not any draws or other demands for payment have been made under any of the Letters of Credit.


 


Section 9.4.          Collateral
for Undrawn Letters of Credit. (a) If the prepayment of the amount available for drawing under any or all outstanding
Letters of Credit is required under Section 1.8(b), Section 1.14, Section 9.2 or Section 9.3 above, the Borrower
shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b)
below.


 




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(b)          All
amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral
accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions
for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings
on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application
by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter
made by the L/C Issuer, and to the payment of the unpaid balance of all other Obligations (and to all Hedging Liability and Bank
Product Obligations). The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of
the Administrative Agent for the benefit of the Administrative Agent, the Lenders, and the L/C Issuer. If and when requested by
the Borrower, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations
of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with
a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments
held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts then
due and owing from the Borrower to the L/C Issuer, the Administrative Agent or the Lenders. If the Borrower shall have made payment
of all obligations referred to in subsection (a) above required under Section 1.8(b) hereof, if any, at the request of
the Borrower the Administrative Agent shall release to the Borrower amounts held in the Collateral Account so long as at the time
of the release and after giving effect thereto no Default or Event of Default is then continuing. If the Borrower shall have made
payment of all obligations referred to in subsection (a) above required under Section 9.2 or 9.3 hereof, so long as no
Letters of Credit, Commitments, Loans or other Obligations, Hedging Liability, or Bank Product Obligations remain outstanding,
at the request of the Borrower the Administrative Agent shall release to the Borrower any remaining amounts held in the Collateral
Account.


 


(c)          At
any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative
Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the L/C Issuers’
Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 1.14(a)(iv) and any Cash Collateral
provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 


(i)          Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant
to the Administrative Agent, for the benefit of the L/C Issuers, and agree to maintain, a first priority security interest in all
such Cash Collateral as security for such Defaulting Lender’s obligation to fund participations in respect of L/C Obligations,
to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Administrative Agent and the L/C Issuer as herein provided, or that the total
amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower shall, promptly upon demand by the Administrative
Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency
(after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


(ii)         Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 9.4 or Section 1.14
in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations
in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation)
for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for
herein.


 




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(iii)        Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any L/C Issuer’s Fronting Exposure
shall no longer be required to be held as Cash Collateral pursuant to this Section 9.4(c) following (A) the elimination
of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the
determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided that, subject
to Section 1.14 the Person providing Cash Collateral and the L/C Issuer may agree (but shall not be obligated to) that Cash Collateral
shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent
that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted
pursuant to the Loan Documents.


 


Section 10.         Change
in Circumstances.


 


Section 10.1.          Change
of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any Change in Law
makes it unlawful for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated
hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s obligations to make or maintain
Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar
Loans. The Borrower shall prepay on demand the outstanding principal amount of any such affected Eurodollar Loans, together with
all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, however,
subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the
affected Eurodollar Loans from such Lender by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made
ratably by the Lenders but only from such affected Lender.


 


Section 10.2.          Unavailability
of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurodollar Loans:


 


(a)          the
Administrative Agent in good faith determines that deposits in U.S. Dollars (in the applicable amounts) are not being offered to
it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar
market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or


 


(b)          the
Required Lenders in good faith advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent will not
adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that
the making or funding of Eurodollar Loans becomes impracticable,


 


then the Administrative Agent shall forthwith
give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances
giving rise to such suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall be suspended.


 




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Section 10.3.          Increased
Cost and Reduced Return. (a) If any Change in Law shall:


 


(i)          subject
any Lender (or its Lending Office) or the L/C Issuer to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in
clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) with respect to its Eurodollar Loans,
its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation
to make Eurodollar Loans, issue a Letter of Credit, or to participate therein; or


 


(ii)         impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without
limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to
any Eurodollar Loans any such requirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits
with or for the account of, or credit extended by, any Lender (or its Lending Office) or the L/C Issuer or shall impose on any
Lender (or its Lending Office) or the L/C Issuer or on the interbank market any other condition affecting its Eurodollar Loans,
its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation
to make Eurodollar Loans, or to issue a Letter of Credit, or to participate therein;


 


and the result of any of the foregoing
is to increase the cost to such Lender (or its Lending Office) or the L/C Issuer of making or maintaining any Eurodollar Loan,
issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable
by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect
thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within 15 days after demand by such Lender
or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer
such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction.


 


(b)          If
any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender
or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would
have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s
or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans
made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by any L/C
Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the
policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time,
within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay
to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer
or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.


 




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(c)          A
certificate of a Lender or L/C Issuer claiming compensation under this Section 10.3 and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined absent manifest error. In determining
such amount, such Lender or L/C Issuer may use any reasonable averaging and attribution methods.


 


(d)          The
Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section for any increased costs incurred or
reductions suffered more than six (6) months prior to the date that such Lender or L/C Issuer, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or L/C Issuer’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 six-month period referred to above shall be extended to include the period of retroactive effect thereof).


 


Section 10.4.          Lending
Offices. Each Lender may, at its option, elect to make its Loans hereunder at the branch, office or affiliate specified on
the appropriate signature page hereof (each a “Lending Office”) for each type of Loan available hereunder or
at such other of its branches, offices or affiliates as it may from time to time elect and designate in a written notice to the
Borrower and the Administrative Agent. To the extent reasonably possible, a Lender shall designate an alternative branch or funding
office with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Section 10.3 hereof
or to avoid the unavailability of Eurodollar Loans under Section 10.2 hereof, so long as such designation is not otherwise
materially disadvantageous to the Lender.


 


Section 10.5.          Discretion
of Lender as to Manner of Funding. Notwithstanding any other provision of this Agreement, each Lender shall be entitled to
fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for
the purposes of this Agreement all determinations hereunder with respect to Eurodollar Loans shall be made as if each Lender had
actually funded and maintained each Eurodollar Loan through the purchase of deposits in the interbank eurodollar market having
a maturity corresponding to such Loan’s Interest Period, and bearing an interest rate equal to LIBOR for such Interest Period.


 


Section 11.         The
Administrative Agent.


 


Section 11.1.          Appointment
and Authorization of Administrative Agent. Each Lender and the L/C Issuer hereby appoints BMO Harris Bank N.A. as the Administrative
Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its
behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto.  The Lenders and L/C Issuer expressly agree that the Administrative
Agent is not acting as a fiduciary of the Lenders or the L/C Issuer in respect of the Loan Documents, the Borrower or otherwise,
and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent
or any of the Lenders or L/C Issuer except as expressly set forth herein.


 




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Section 11.2.          Administrative
Agent and its Affiliates. The Administrative Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any other Lender and may exercise or refrain from exercising such rights and power as though it were not the
Administrative Agent, and the Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage
in any kind of business with the Borrower or any Affiliate of the Borrower as if it were not the Administrative Agent under the
Loan Documents. The term “Lender” as used herein and in all other Loan Documents, unless the context otherwise
clearly requires, includes the Administrative Agent in its capacity as a Lender (if applicable).


 


Section 11.3.          Action
by Administrative Agent. If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant
to Section 8.5(k) hereof, the Administrative Agent shall promptly give each of the Lenders and L/C Issuer written notice
thereof. The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein. Without
limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect
to any Default or Event of Default, except as expressly provided in Sections 9.2 and 9.5. Upon the occurrence of an Event
of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the
Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give such direction, the Administrative
Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest
of all the Lenders and L/C Issuer. In no event, however, shall the Administrative Agent be required to take any action in
violation of applicable Legal Requirements or of any provision of any Loan Document, and the Administrative Agent shall in all
cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any
further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and
any other protection it requires against any and all costs, expenses, and liabilities which may be incurred by it by reason of
taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of
Default exists unless notified in writing to the contrary by a Lender, the L/C Issuer, or the Borrower. In all cases in which the
Loan Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified
in using its discretion in failing to take or in taking any action thereunder. Any instructions of the Required Lenders, or of
any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Lenders
and the holders of the Obligations.


 


Section 11.4.          Consultation
with Experts. The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected
by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of
such counsel, accountants or experts.


 




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Section 11.5.          Liability
of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection with the Loan Documents: (i) with the consent or at
the request of the Required Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents)
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction
by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall
be responsible for or have any duty to ascertain, inquire into or verify: (i) any statement, warranty or representation made
in connection with this Agreement, any other Loan Document or any Credit Event; (ii) the performance or observance of any
of the covenants or agreements of ARC REIT, the Borrower or any Subsidiary contained herein or in any other Loan Document; (iii) the
satisfaction of any condition specified in Section 7 hereof, except receipt of items required to be delivered to the Administrative
Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof
or of any other Loan Document or of any other documents or writing furnished in connection with any Loan Document or any of the
Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned
in this sentence. The Administrative Agent may execute any of its duties under any of the Loan Documents by or through employees,
agents, and attorneys-in-fact and shall not be answerable to the Lenders, the L/C Issuer, the Borrower, or any other Person for
the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall
not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written
or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the
foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other
document or instrument received by it under the Loan Documents. The Administrative Agent may treat the payee of any Obligation
as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee
in form satisfactory to the Administrative Agent. Each Lender and L/C Issuer acknowledges that it has independently and without
reliance on the Administrative Agent or any other Lender or L/C Issuer, and based upon such information, investigations and inquiries
as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in
the Loan Documents. It shall be the responsibility of each Lender and L/C Issuer to keep itself informed as to the creditworthiness
of the Borrower and its Subsidiaries, and the Administrative Agent shall have no liability to any Lender or L/C Issuer with respect
thereto.


 


Section 11.6.          Indemnity.
The Lenders shall ratably, in accordance with their respective Percentages, indemnify and hold the Administrative Agent, and its
directors, officers, employees, agents, and representatives harmless from and against any liabilities, losses, costs or expenses
suffered or incurred by it under any Loan Document or in connection with the transactions contemplated thereby, regardless of when
asserted or arising, except to the extent they are promptly reimbursed for the same by the Borrower and except to the extent that
any event giving rise to a claim was caused by the gross negligence, bad faith, or willful misconduct of the party seeking to be
indemnified as determined by a court of competent jurisdiction by final non-appealable judgment. The obligations of the Lenders
under this Section 11.6 shall survive termination of this Agreement. The Administrative Agent shall be entitled to offset
amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the Administrative
Agent, any L/C Issuer, or Swing Line Lender hereunder (whether as fundings of participations, indemnities or otherwise, and with
any amounts offset for the benefit of the Administrative Agent to be held by it for its own account and with any amounts offset
for the benefit of a L/C Issuer or Swing Line Lender to be remitted by the Administrative Agent to or for the account of such L/C
Issuer or Swing Line Lender, as applicable), but shall not be entitled to offset against amounts owed to the Administrative Agent
or any L/C Issuer or Swing Line Lender by any Lender arising outside of this Agreement and the other Loan Documents.


 




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Section 11.7.          Resignation
and Removal of Administrative Agent and Successor Administrative Agent. (a) The Administrative Agent may resign at any time
by giving written notice thereof to the Lenders, the L/C Issuer, and the Borrower. Upon any such resignation of the Administrative
Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent, which shall so long as no Event of
Default has occurred and is continuing, be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative
Agent’s giving of notice of resignation then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall so long as no Event of Default has occurred and is continuing, be reasonably acceptable to the
Borrower, and which may be any Lender hereunder or any commercial bank, or an Affiliate of a commercial bank, having an office
in the United States of America and having a combined capital and surplus of at least $200,000,000.


 


(b) If the Person
serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders shall
have the right to appoint a successor Administrative Agent, which shall so long as no Event of Default has occurred and is continuing,
be reasonably acceptable to the Borrower. 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) (the “Removal
Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal
Effective Date.


 


(c) Upon
the acceptance of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed
to and become vested with all the rights and duties of the prior Administrative Agent under the Loan Documents, and the prior Administrative
Agent shall be discharged from its duties and obligations thereunder. After any Administrative Agent’s resignation or removal
hereunder as Administrative Agent, the provisions of this Section 11 and all protective provisions of the other Loan Documents
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent, but no successor
Administrative Agent shall in any event be liable or responsible for any actions of its predecessor. If the Administrative Agent
resigns or is removed and no successor is appointed, the rights and obligations of such Administrative Agent shall be automatically
assumed by the Required Lenders and (i) the Borrower shall be directed to make all payments due each Lender and L/C Issuer hereunder
directly to such Lender or L/C Issuer and (ii) the Administrative Agent’s rights in the Collateral Documents shall be assigned
without representation, recourse or warranty to the Lenders as their interests may appear.         


 




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Section 11.8.          L/C
Issuer and Swing Line Lender. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith, and the Swing Line Lender shall act on behalf of the Lenders with respect
to the Swing Loans made hereunder. The L/C Issuer and the Swing Line Lender shall have all of the benefits and immunities
(i) provided to the Administrative Agent in this Section 11 with respect to any acts taken or omissions suffered by the
L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications pertaining
to such Letters of Credit or by the Swing Line Lender in connection with Swing Loans made or to be made hereunder as fully as if
the term “Administrative Agent”, as used in this Section 11, included the L/C Issuer with respect to such
acts or omissions and (ii) as additionally provided in this Agreement with respect to such L/C Issuer or Swing Line Lender,
as applicable.


 


Section 11.9.          Hedging
Liability and Bank Product Obligations. By virtue of a Lender’s execution of this Agreement or an assignment agreement
pursuant to Section 12.12 hereof, as the case may be, any Affiliate of such Lender with whom ARC REIT, the Borrower or any
Subsidiary has entered into an agreement creating Hedging Liability or Bank Product Obligations shall be deemed a Lender party
hereto for purposes of any reference in a Loan Document to the parties for whom the Administrative Agent is acting, it being understood
and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s
right to share in payments and collections out of the Collateral and the Guaranties as more fully set forth in Section 3.1
hereof. In connection with any such distribution of payments and collections, or any request for the release of the Guaranties
and the Administrative Agent’s Liens in connection with the termination of the Commitments and the payment in full of the
Obligations, the Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with respect
to Hedging Liability or Bank Product Obligations unless such Lender has notified the Administrative Agent in writing of the amount
of any such liability owed to it or its Affiliate prior to such distribution or payment or release of Guaranties.


 


Section 11.10.         Designation
of Additional Agents. The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time
to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation
agents,” “book runners,” “lead arrangers,” “arrangers” or other designations for purposes
hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers,
duties or responsibilities as a result thereof.


 


Section 11.11.         Authorization
to Release or Limit Liens. The Administrative Agent is hereby irrevocably authorized by each of the Lenders to (a) release
any Lien covering any Collateral that is sold, transferred, or otherwise disposed of in accordance with the terms and conditions
of this Agreement and the relevant Collateral Documents, (b) reduce or limit the amount of the indebtedness secured by any particular
item of Collateral to an amount not less than the estimated value thereof to the extent necessary to reduce mortgage registry,
filing and similar tax, and (c) release Liens on the Collateral following termination or expiration of the Commitments and payment
in full in cash of the Obligations and, if then due, Hedging Liability and Bank Product Obligations.


 




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Section 11.12.         Authorization
to Enter into, and Enforcement of, the Collateral Documents; Possession of Collateral. The Administrative Agent is hereby
irrevocably authorized by each of the Lenders to execute and deliver the Collateral Documents on behalf of each of the Lenders
and their Affiliates, and to take such action and exercise such powers under the Collateral Documents as the Administrative Agent
considers appropriate; provided the Administrative Agent shall not amend the Collateral Documents unless such amendment
is agreed to in writing by the Required Lenders. Each Lender acknowledges and agrees that it will be bound by the terms and conditions
of the Collateral Documents upon the execution and delivery thereof by the Administrative Agent. Except as otherwise specifically
provided for herein, no Lender (or its Affiliates) other than the Administrative Agent, shall have the right to institute any
suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution
of any trust or power in respect of the Collateral or for the appointment of a receiver or for the enforcement of any other remedy
under the Collateral Documents; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall
have any right in any manner whatsoever to affect, disturb or prejudice the Lien of the Administrative Agent (or any security
trustee therefor) under the Collateral Documents by its or their action or to enforce any right thereunder, and that all proceedings
at law or in equity shall be instituted, had, and maintained by the Administrative Agent (or its security trustee) in the manner
provided for in the relevant Collateral Documents for the benefit of the Lenders and their Affiliates.


 


Section 12.         Miscellaneous.


 


Section 12.1.          Withholding
Taxes. (a) Payments Free of Withholding. Except as otherwise required by law and subject to Section 12.1(b)
hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without
withholding for or on account of any present or future Indemnified Taxes. If any such withholding is so required, the Borrower
or such Guarantor shall make the withholding, pay the amount withheld to the appropriate Governmental Authority before penalties
attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net
amount actually received by each Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including
such taxes on such additional amount) is equal to the amount which that Lender, L/C Issuer, or the Administrative Agent (as
the case may be) would have received had such withholding not been made. If the Administrative Agent, the L/C Issuer, or any
Lender pays any Indemnified Taxes, the Borrower or such Guarantor shall reimburse the Administrative Agent, the L/C Issuer
or such Lender for that payment within ten (10) days after demand thereof in the currency in which such payment was made.


 




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(b)          U.S.
Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a U.S. Person shall submit to the Borrower and the Administrative
Agent on or before the date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes
a Lender or L/C Issuer hereunder, and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent, two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Lender or L/C Issuer and
entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Lender or L/C Issuer,
including fees, pursuant to the Loan Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be received
by such Lender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) of the United States Internal
Revenue Service or (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h)
or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8 BEN, or any successor form
prescribed by the Internal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c)
of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and
is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code). Thereafter
and from time to time, each Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional
duly completed and signed copies of one or the other of such Forms (or such successor forms as shall be adopted from time to time
by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower
in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under
then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all
amounts to be received by such Lender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. 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 financial
institution 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. Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a U.S. Person
shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a U.S. Person.


 


(c)          Inability
of Lender to Submit Forms. If any Lender or L/C Issuer determines, as a result of any change in applicable Legal Requirements,
or in any official application or interpretation thereof, that it is unable to submit to the Borrower or the Administrative Agent
any form or certificate that such Lender or L/C Issuer is obligated to submit pursuant to subsection (b) of this Section 12.1
or that such Lender or L/C Issuer is required to withdraw or cancel any such form or certificate previously submitted or any
such form or certificate otherwise becomes ineffective or inaccurate, such Lender or L/C Issuer shall promptly notify the
Borrower and Administrative Agent of such fact and the Lender or L/C Issuer shall to that extent not be obligated to provide
any such form or certificate and will be entitled to withdraw or cancel any affected form or certificate, as applicable.


 


(d)          Compliance
with FATCA. 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 Legal Requirements (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.


 




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(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or Guarantor has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower or any Guarantor to do
so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11 relating
to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that
are payable or paid by the Administrative Agent 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 any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this clause (e).


 


(f)          Treatment
of Certain Refunds. If any Lender or L/C Issuer determines, in its sole discretion exercised in good faith, that it has received
a refund in respect of any Taxes as to which indemnification or additional amounts have been paid to it by the Borrower or a Guarantor
pursuant to this Section 12.1, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the taxes giving rise to such refund), net of all out-of-pocket expenses
of such Lender or L/C Issuer and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund); provided that the Borrower or such Guarantor, upon the request of such Lender or L/C Issuer, agrees to
promptly repay the amount paid over with respect to such refund (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to such Lender or L/C Issuer in the event such Lender or L/C Issuer is required to repay such refund to
the relevant Governmental Authority. Nothing herein contained shall interfere with the right of a Lender or L/C Issuer to arrange
its tax affairs in whatever manner it thinks fit nor oblige any Lender or L/C Issuer to claim any tax refund or to make available
its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or any other confidential
information or require any Lender or L/C Issuer to do anything that would prejudice its ability to benefit from any other refunds,
credits, reliefs, remissions or repayments to which it may be entitled.


 


(g)          Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower or a Guarantor to a Governmental Authority pursuant
to this Section, the Borrower or such Guarantor shall deliver to
the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(h)          Updated
Forms. 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 successor form) or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 




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Section 12.2.          Other
Taxes. The Borrower agrees to pay on demand, and indemnify and hold the Administrative Agent, the Lenders, and the L/C Issuer
harmless from, any Other Taxes payable in respect of this Agreement or any other Loan Document, including interest and penalties,
in the event any such taxes are assessed, irrespective of when such assessment is made and whether or not any credit is then in
use or available hereunder.


 


Section 12.3.          No
Waiver, Cumulative Remedies. No delay or failure on the part of the Administrative Agent, the L/C Issuer, or any Lender,
or on the part of the holder or holders of any of the Obligations, in the exercise of any power or right under any Loan Document
shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise of any power or
right preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder
of the Administrative Agent, the L/C Issuer, the Lenders, and of the holder or holders of any of the Obligations are cumulative
to, and not exclusive of, any rights or remedies which any of them would otherwise have.


 


Section 12.4.          Non-Business
Days. If any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall be due and payable. In the case of any payment
of principal falling due on a day which is not a Business Day, interest on such principal amount shall continue to accrue during
such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for
the payment of interest.


 


Section 12.5.          Survival
of Representations. All representations and warranties made herein or in any other Loan Document or in certificates given pursuant
hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in
full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.


 


Section 12.6.          Survival
of Indemnities. All indemnities and other provisions relative to reimbursement to the Lenders and L/C Issuer of amounts sufficient
to protect the yield of the Lenders and L/C Issuer with respect to the Loans and Letters of Credit, including, but not limited
to, Sections 1.11, 10.3, and 12.15 hereof, shall survive the termination of this Agreement and the other Loan Documents and the
payment of the Obligations.


 


Section 12.7.          Sharing
of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment,
whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess
of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash
at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations,
or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to
share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any
Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from
the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered,
but without interest. For purposes of this Section 12.7, amounts owed to or recovered by the L/C Issuer in connection with
Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or
recovered by the L/C Issuer as a Lender hereunder.


 




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Section 12.8.          Notices.
Except as otherwise specified herein, all notices hereunder and under the other Loan Documents shall be in writing (including,
without limitation, notice by telecopy) and shall be given to the relevant party at its address or facsimile number set forth below,
or such other address or facsimile number as such party may hereafter specify by notice to the Administrative Agent and the Borrower
given by courier, by United States certified or registered mail, by telecopy or by other telecommunication device capable of creating
a written record of such notice and its receipt. Notices under the Loan Documents to any Lender shall be addressed to its address
or facsimile number set forth on its Administrative Questionnaire; and notices under the Loan Documents to the Borrower, any Guarantor,
the Administrative Agent, or L/C Issuer shall be addressed to its respective address or facsimile number set forth below:


 


	
        to the Borrower or any Guarantor:

         

        American Realty Capital Retail

Operating Partnership, L.P.

        405 Park Ave, 15th Floor

        New York, NY 10022

        Attention: Boris Korotkin

        Telephone: (212) 415-6578

        Email: BKorotkin@arlcap.com

        Fax: (215) 887-2585

         

        with a copy to:

         

        Proskauer Rose LLP

        One International Place

        Boston, MA 02110-2600

        Attention: Ron D. Franklin

        Telephone: (212) 969-3195

        Email: rfranklin@proskauer.com

        Fax: (212) 969-2900
	
        to the Administrative Agent or L/C Issuer:

         

        BMO Harris Bank N.A.

        100 High Street, 26th Floor

        Boston, MA 02110

        Attention:     Lloyd Baron

        Telephone:    (617) 960-2372

        Email:    lloyd.baron@bmo.com



 


Each such notice, request or other communication
shall be effective (i) if given by facsimile, when such facsimile is delivered to the facsimile number specified in this Section
12.8 or in the relevant Administrative Questionnaire and a confirmation of such facsimile has been received by the sender, (ii) if
given by mail, upon receipt or first refusal of delivery or (iii) if given by any other means, when delivered at the addresses
specified in this Section 12.8 or in the relevant Administrative Questionnaire; provided that any notice given pursuant
to Section 1 hereof shall be effective only upon receipt.


 




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Section 12.9.          Counterparts;
Integration; Effectiveness.. (a) 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 7.2, 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 facsimile or
in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart
of this Agreement. For purposes of determining compliance with the conditions specified in Section 7.2 hereof, each Lender and
L/C Issuer 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 or L/C
Issuer unless the Administrative Agent shall have received notice from such Lender or L/C Issuer prior to the Closing Date specifying
its objection thereto.


 


(b)          Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures 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 Legal Requirements,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


Section 12.10.         Successors
and Assigns. This Agreement shall be binding upon the Borrower and the Guarantors and their successors and assigns, and shall
inure to the benefit of the Administrative Agent, the L/C Issuer, and each of the Lenders, and the benefit of their respective
successors and assigns, including any subsequent holder of any of the Obligations. The Borrower and the Guarantors may not assign
any of their rights or obligations under any Loan Document without the written consent of all of the Lenders and, with respect
to any Letter of Credit or the Application therefor, the L/C Issuer.


 


Section 12.11.         Participants.
Each Lender shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates
of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Lender at any time and from time
to time to one or more other Persons; provided that no such participation shall relieve any Lender of any of its obligations under
this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in
this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement
pursuant to which such participation is granted shall provide that the granting Lender shall retain the sole right and responsibility
to enforce the obligations of the Borrower under this Agreement and the other Loan Documents including, without limitation, the
right to approve any amendment, modification or waiver of any provision of the Loan Documents, except that such agreement may provide
that such Lender will not agree to any modification, amendment or waiver of the Loan Documents that would reduce the amount of
or postpone any fixed date for payment of any Obligation in which such participant has an interest. Any party to which such a participation
has been granted shall have the benefits of Section 1.11 and Section 10.3 hereof. The Borrower and each Guarantor authorizes
each Lender to disclose to any participant or prospective participant under this Section 12.11 any financial or other information
pertaining to each Guarantor, the Borrower or any Subsidiary, provided that such participant or prospective participant shall be
subject to the provisions of Section 12.25.


 




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Section 12.12.         Assignments.
(a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of such Lender’s 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 the
Loans and participation interest in L/C Obligations at the time owing to it 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; and (B) in any case not described in subsection
(a)(i)(A) of this Section 12.12, the aggregate amount of the Commitment (which for this purpose includes Loans and participation
interest in L/C Obligations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans and participation interest in L/C Obligations of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Effective
Date” is specified in the Assignment and Acceptance, as of the Effective Date specified in such Assignment and Acceptance)
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);


 


(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 Commitments assigned.


 


(iii)        Required
Consents.         No consent shall be required for any assignment except
to the extent required by Section 12.12(a)(i)(B) and, in addition:


 


(a)          the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; 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 five (5) Business Days after having received notice thereof;


 




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(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 with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;


 


(c)          the
consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases
the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding);
and


 


(d)          the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding).


 


(iv)         Assignment
and Acceptance.         The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and
the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)          No
Assignment to Borrower, Guarantors, Affiliates or Defaulting Lenders. No such assignment shall be made to (A) the Borrower,
any Subsidiary or any other Affiliate of the Borrower or (B) to a 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).


 


(vi)         No
Assignment to Natural Persons.     No such assignment shall be made
to a natural person.


 


(vii)        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 subparticipations, 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, the L/C Issuer and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit in accordance with its 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 Section 12.12(b) hereof, from and after the effective date specified in each Assignment
and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance 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 12.6
and 12.15 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. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 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 Section 12.11
hereof.


 


(b)          Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Chicago,
Illinois, a copy of each Assignment and Acceptance delivered to it 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, notwithstanding notice to the contrary.
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. Each Lender or L/C Issuer that grants a participation as described in Section 12.11 shall, acting solely
for this purpose as an 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 made and Reimbursement Obligations
and/or Commitments or other obligations under this Agreement (the “Participant Register”); provided that no
Lender or L/C Issuer shall have any obligation to disclose all or any portion of the Participant Register to any Person (including
the identity of any participant or any information relating to a participant’s interest in any Loans made and Reimbursement
Obligations and/or Commitments or other obligations under this Agreement) except to the extent that such disclosure is necessary
to establish that such Obligation or Commitment is in registered form under Section 5f.103-1(c) of the Treasury Regulations or
is otherwise required by this Agreement. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender or L/C Issuer 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.


 




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(c)          Any
Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section 12.12 shall not apply to any
such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto;
provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer
all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times
subject to the terms of this Agreement.


 


(d)          Notwithstanding
anything to the contrary herein, if at any time the Swing Line Lender assigns all of its Commitments and Revolving Loans pursuant
to subsection (a) above, the Swing Line Lender may terminate the Swing Line. In the event of such termination of the Swing Line,
the Borrower shall be entitled to appoint another Lender to act as the successor Swing Line Lender hereunder (with such Lender’s
consent); provided, however, that the failure of the Borrower to appoint a successor shall not affect the resignation of
the Swing Line Lender. If the Swing Line Lender terminates the Swing Line, it shall retain all of the rights of the Swing Line
Lender provided hereunder with respect to Swing Loans made by it and outstanding as of the effective date of such termination,
including the right to require Lenders to make Revolving Loans or fund participations in outstanding Swing Loans pursuant to Section 1.2
hereof.


 


Section 12.13.         Amendments.
 Any provision of this Agreement or the other Loan Documents may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by (a) the Borrower, (b) the Required Lenders, and (c) if the rights or duties of the Administrative
Agent, the L/C Issuer, or the Swing Line Lender are affected thereby, the Administrative Agent, the L/C Issuer or the
Swing Line Lender, as applicable; provided that:


 


(i)          no
amendment or waiver pursuant to this Section 12.13 shall (A) increase any Commitment of any Lender without the consent
of such Lender or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest
on any Loan or of any Reimbursement Obligation or of any fee payable hereunder without the consent of the Lender to which such
payment is owing or which has committed to make such Loan or Letter of Credit (or participate therein) hereunder;


 


(ii)         no
amendment or waiver pursuant to this Section 12.13 shall, unless signed by each Lender, extend the Termination Date, release
the Borrower or any Guarantor (expect as provided for in this Agreement), change the definition of Required Lenders, change the
provisions of this Section 12.13, or affect the number of Lenders required to take any action hereunder or under any other Loan
Document; and


 


(iii)        no
amendment to Section 13 hereof shall be made without the consent of the Guarantors affected thereby.


 


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.


 




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Section 12.14.         Headings.
Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement.


 


Section 12.15.         Costs
and Expenses; Indemnification. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses
of the Administrative Agent in connection with the preparation, due diligence, investigation (including third party expenses) negotiation,
syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket
fees and disbursements of a single counsel to the arranger and Administrative Agent and a single local counsel per jurisdiction
necessary to the Administrative Agent), in connection with the preparation and execution of the Loan Documents, and any amendment,
waiver or consent related thereto, whether or not the transactions contemplated herein are consummated. The Borrower agrees to
pay to the Administrative Agent, the L/C Issuer, each Lender, and any other holder of any Obligations outstanding hereunder, all
documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender,
or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs,
in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents
(including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving
the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C
Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial
advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation, all reasonable and documented out-of-pocket fees
and disbursements of counsel for any such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or
preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating
to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions
contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit,
other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification,
(ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable
judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees
to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon
demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C
Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements
of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including
any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence, bad faith, or willful
misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the Borrower and the Guarantors
shall not assert, and each hereby waives, 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 or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15
shall survive the termination of this Agreement.


 




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(b)          The
Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution
against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without
limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel
for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties,
(ii) the violation of any Environmental Law by ARC REIT, the Borrower or any Subsidiary or otherwise occurring on or with
respect to any Real Property, (iii) any claim for personal injury or property damage in connection with the ARC REIT, the
Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach
of any environmental representation, warranty or covenant by ARC REIT, the Borrower or any Subsidiary made herein or in any other
Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating
thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the relevant Indemnitee. This
indemnification shall survive the payment and satisfaction of all Obligations and the termination of this Agreement, and shall
remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single
claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower and shall
inure to the benefit of each Indemnitee and its successors and assigns.


 


Section 12.16.         Set-off.
In addition to any rights now or hereafter granted under the Loan Documents or applicable Legal Requirements and not by way of
limitation of any such rights, upon the occurrence of any Event of Default, with the prior written consent of the Administrative
Agent, each Lender, the L/C Issuer, each subsequent holder of any Obligation, and each of their respective affiliates, is hereby
authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower or such Guarantor
or to any other Person, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured
or unmatured, and in whatever currency denominated, but not including trust accounts) and any other indebtedness at any time held
or owing by that Lender, L/C Issuer, subsequent holder, or affiliate, to or for the credit or the account of the Borrower or such
Guarantor, whether or not matured, against and on account of the Obligations then due to that Lender, L/C Issuer, or subsequent
holder under the Loan Documents, including, but not limited to, all claims of any nature or description arising out of or connected
with the Loan Documents, irrespective of whether or not (a) that Lender, L/C Issuer, or subsequent holder shall have
made any demand hereunder or (b) the principal of or the interest on the Loans and other amounts due hereunder shall have
become due and payable pursuant to Section 9 and although said obligations and liabilities, or any of them, may be contingent
or unmatured; 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 1.14 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, the L/C Issuer 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.


 




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Section 12.17.         Entire
Agreement. The Loan Documents constitute the entire understanding of the parties thereto with respect to the subject matter
thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby.


 


Section 12.18.         Waiver
of Jury Trial. Each party hereto hereby irrevocably waives, to the fullest extent permitted
by applicable Legal Requirements, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising
out of or relating to any Loan Document or the transactions contemplated thereby (whether based on contract, tort or any other
theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party 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 by, among other things, the mutual waivers
and certifications in this Section.


 


Section 12.19.         Severability
of Provisions. Any provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the
other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions
of law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement
or any of the other Loan Documents invalid or unenforceable.


 




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Section 12.20.         Excess
Interest. Notwithstanding any provision to the contrary contained herein or in any other Loan Document, no such provision
shall require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted
by applicable Legal Requirements to be charged for the use or detention, or the forbearance in the collection, of all or any portion
of the Loans or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”).
If any Excess Interest is provided for, or is adjudicated to be provided for, herein or in any other Loan Document, then in such
event (a) the provisions of this Section 12.20 shall govern and control, (b) neither the Borrower nor any guarantor
or endorser shall be obligated to pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any Lender
may have received hereunder shall, at the option of the Administrative Agent, be (i) applied as a credit against the then
outstanding principal amount of Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount
permitted by applicable Legal Requirements), (ii) refunded to the Borrower, or (iii) any combination of the foregoing,
(d) the interest rate payable hereunder or under any other Loan Document shall be automatically subject to reduction to the
maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement and
the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant
interest rate, and (e) neither the Borrower nor any guarantor or endorser shall have any action against the Administrative
Agent or any Lender for any damages whatsoever arising out of the payment or collection of any Excess Interest. Notwithstanding
the foregoing, if for any period of time interest on any of Borrower’s Obligations is calculated at the Maximum Rate rather
than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate
of interest payable on the Borrower’s Obligations shall remain at the Maximum Rate until the Lenders have received the amount
of interest which such Lenders would have received during such period on the Borrower’s Obligations had the rate of interest
not been limited to the Maximum Rate during such period.


 


Section 12.21.         Construction.
The parties acknowledge and agree that the Loan Documents shall not be construed more favorably in favor of any party hereto based
upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of
the Loan Documents. The provisions of this Agreement relating to Subsidiaries shall only apply during such times as the Borrower
has one or more Subsidiaries.


 


Section 12.22.         Lender’s
and L/C Issuer’s Obligations Several. The obligations of the Lenders and L/C Issuer hereunder are several and not joint.
Nothing contained in this Agreement and no action taken by the Lenders or L/C Issuer pursuant hereto shall be deemed to constitute
the Lenders and L/C Issuer a partnership, association, joint venture or other entity.


 


Section 12.23.         Governing
Law; Jurisdiction; Consent to Service of Process. (a) This agreement, the Notes
and the other Loan Documents (except as otherwise specified therein), and the rights and duties of the parties hereto, shall be
construed and determined in accordance with the laws of the State of New York (including Section 5-1401 and Section 5-1402
of the General Obligations law of the State of New York) without regard to conflicts of law principles that would require application
of the laws of another jurisdiction.


 




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(b)          Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court 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 any Loan Document,
or for recognition or enforcement of any judgment, and each party hereto hereby 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 extent permitted
by applicable Legal Requirements, in such federal court. Each party hereto hereby 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 applicable Legal Requirements. Nothing in this Agreement or any other Loan Document or otherwise shall affect any right that
any party hereto may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against
the Borrower or any Guarantor or its respective properties in the courts of any jurisdiction.


 


(c)          Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirements, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any other Loan Document in any court referred to in Section 12.23(b). Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any
Loan Document, in the manner provided for notices (other than telecopy or e-mail) in Section 12.8. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted
by applicable Legal Requirements.


 


Section 12.24.         USA
Patriot Act. Each Lender and L/C Issuer that is subject to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”)
hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify, and record information
that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow
such Lender or L/C Issuer to identify the Borrower in accordance with the Act.


 




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Section 12.25.         Confidentiality.
Each of the Administrative Agent, the Lenders, and the L/C Issuer severally agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors to the extent any such Person has a need to know such Information
(it being understood that the Persons to whom such disclosure is made will first be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable Legal Requirements or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, 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 12.25, to (A) any assignee of or participant in, or
any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to ARC REIT, the Borrower or any Subsidiary
and its obligations, (g) with the prior written consent of the Borrower, (h) to the extent such Information (A) becomes
publicly available other than as a result of a breach of this Section 12.25 or (B) becomes available to the Administrative
Agent, any Lender or the L/C Issuer on a non-confidential basis from a source other than ARC REIT, the Borrower or any Subsidiary
or any of their directors, officers, employees or agents, including accountants, legal counsel and other advisors; (i) on a confidential
basis to rating agencies if requested or required by such agencies in connection with a rating relating to the Loans or the Commitments
hereunder, (j) so long as the ARC REIT’s report on Form 8-K (or its equivalent) has been filed with the SEC, Gold Sheets
and other similar bank trade publications (such information to consist solely of deal terms and other information regarding the
credit facilities evidenced by this Agreement customarily found in such publications), or (k) so long as the ARC REIT’s report
on Form 8-K (or its equivalent) has been filed with the SEC, to entities which compile and publish information about the syndicated
loan market, provided that only basic information about the pricing and structure of the transaction evidenced hereby may
be disclosed pursuant to this subsection (k). For purposes of this Section 12.25,
“Information” means all information received from ARC REIT, the Borrower or any of the Subsidiaries or from
any other Person on behalf of ARC REIT, the Borrower or any Subsidiary relating to ARC REIT, the Borrower or any Subsidiary or
any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a non-confidential basis prior to disclosure by ARC REIT, the Borrower or any of its Subsidiaries or from any
other Person on behalf of ARC REIT, the Borrower or any of the Subsidiaries.


 


Section 13.         The
Guarantees.


 


Section 13.1.          The
Guarantees. To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue
to the Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged,
each Guarantor party hereto (including any Guarantor formed or acquired after the Closing Date executing an separate Guaranty or
an Additional Guarantor Supplement in the form attached hereto as Exhibit G or such other form acceptable to the Administrative
Agent) hereby unconditionally and irrevocably guarantees, jointly and severally, to the Administrative Agent, the Lenders, and
their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability and Bank Product Obligations,
including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations,
Hedging Liability, and Bank Product Obligations, and the due and punctual payment of all other obligations now or hereafter owed
by the Borrower under the Loan Documents as and when the same shall become due and payable, whether at stated maturity, by acceleration,
or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an
order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code, the Canadian Bankruptcy
Legislation or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against
the Borrower or any such obligor in any such proceeding); provided, however, that with respect to any Guarantor, its Guarantee
of Hedging Liability of the Borrower or any Guarantor shall exclude all Excluded Swap Obligations. In case of failure by the Borrower
or other obligor punctually to pay any obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to make such
payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity,
by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligor.


 




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Section 13.2.          Guarantee
Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:


 


(a)          any
extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or
of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;


 


(b)          any
modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability
or Bank Product Obligations;


 


(c)          any
change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar
proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release
or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;


 


(d)          the
existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time
against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;


 


(e)          any
failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies
against the Borrower or other obligor, any other guarantor, or any other Person or Property;


 


(f)          any
application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless
of what obligations of the Borrower or other obligor remain unpaid;


 


(g)          any
invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this
Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision
of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of
the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or
any agreement relating to Hedging Liability or Bank Product Obligations; or


 


(h)          any
other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance
whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of
any Guarantor under this Section 13.


 




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Section 13.3.          Discharge
Only upon Payment in Full; Reinstatement in Certain Circumstances. Each Guarantor’s obligations under this Section 13
shall remain in full force and effect until the Commitments are terminated, all Letters of Credit have expired, and the principal
of and interest on the Loans and all other amounts payable by the Borrower and the Guarantors under this Agreement and all other
Loan Documents and, if then outstanding and unpaid, all Hedging Liability and Bank Product Obligations have been paid in full.
If at any time any payment of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable
by the Borrower or other obligor or any Guarantor under the Loan Documents or any agreement relating to Hedging Liability or Bank
Product Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of
the Borrower or other obligor or of any guarantor, or otherwise, each Guarantor’s obligations under this Section 13
with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such
time.


 


Section 13.4.          Subrogation.
Each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation by any payment made hereunder,
or otherwise, until all the obligations guaranteed hereby shall have been paid in full subsequent to the termination of all the
Commitments and expiration of all Letters of Credit. If any amount shall be paid to a Guarantor on account of such subrogation
rights at any time prior to the later of (x) the payment in full of the Obligations, Bank Product Obligations and Hedging
Liability and all other amounts payable by the Borrower hereunder and under the other Loan Documents and (y) the termination
of the Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative
Agent and the Lenders (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders
(and their Affiliates) or be credited and applied upon the Obligations, Bank Product Obligations and Hedging Liability, whether
matured or unmatured, in accordance with the terms of this Agreement.


 


Section 13.5.          Waivers.
Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice except as specifically provided
for herein, as well as any requirement that at any time any action be taken by the Administrative Agent, any Lender, or any other
Person against the Borrower or other obligor, another guarantor, or any other Person.


 


Section 13.6.          Limit
on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 13
shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 13
void or voidable under applicable Legal Requirements, including, without limitation, fraudulent conveyance law.


 


Section 13.7.          Stay
of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower or other obligor under this
Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, is stayed upon
the insolvency, bankruptcy or reorganization of the Borrower or such obligor, all such amounts otherwise subject to acceleration
under the terms of this Agreement or the other Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations,
shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent made at the request of
the Required Lenders.


 




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Section 13.8.          Benefit
to Guarantors. The Borrower and the Guarantors are engaged in related businesses and integrated to such an extent that the
financial strength and flexibility of the Borrower has a direct impact on the success of each Guarantor. Each Guarantor will derive
substantial direct and indirect benefit from the extensions of credit hereunder.


 


Section 13.9.          Guarantor
Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take,
and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.


 


Section 13.10.         Subordination.
Each Guarantor (each referred to herein as a “Subordinated Creditor”) hereby subordinates the payment of all
indebtedness, obligations, and liabilities of the Borrower or any other Guarantor owing to such Subordinated Creditor, whether
now existing or hereafter arising, to the indefeasible payment in full in cash of all Obligations, Hedging Liability, and Bank
Product Obligations. During the continuance of any Event of Default or Default under Sections 9.1 (a), (j) or (k), subject to Section 13.4,
any such indebtedness, obligation, or liability of the Borrower or any other Guarantor owing to such Subordinated Creditor shall
be enforced and performance received by such Subordinated Creditor as trustee for the benefit of the holders of the Obligations,
Hedging Liability, and Bank Product Obligations and, upon the acceleration of the Indebtedness under Section 9.2 or 9.3 hereof,
the proceeds thereof shall be paid over to the Administrative Agent for application to the Obligations, Hedging Liability, and
Bank Product Obligations (whether or not then due), but without reducing or affecting in any manner the liability of such Guarantor
under this Section 13.


 


Section 13.11.         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 the Borrower and each other Guarantor to honor all of its obligations
in respect of Swap Obligations (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 as it relates
to such Borrower or other Guarantor, voidable under applicable Legal Requirements 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 discharged in accordance with Section 13.3. 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 the Borrower and each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


[Signature
Pages to Follow]


 




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This Credit Agreement
is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.


 


	 	“Borrower”


 


	 	
        American
        Realty Capital Retail Operating

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By	/s/ Edward M. Weil, Jr.
	 	 	Name	Edward M. Weil, Jr.
	 	 	Title	President


 


	 	“Administrative Agent and L/C Issuer”


 


	 	
        BMO
        Harris Bank N.A., as L/C Issuer and as

        Administrative Agent



 


	 	By	/s/ Lloyd Baron
	 	 	Name	Lloyd Baron
	 	 	Title	Vice President


 


[Signature
Page to Credit Agreement]


 




    	 



    	 



    

 


	 	“Lenders”
	 	 
	 	BMO Harris Bank N.A., as a Lender


 


	 	By	/s/ Lloyd Baron
	 	 	Name	Lloyd Baron
	 	 	Title	Vice President


 


[Signature
Page to Credit Agreement]


 




    	 



    	 



    

 


	 	
        Regions
        Bank, as Syndication Agent and as a

        Lender



 


	 	By	/s/ Michael R. Mellott
	 	 	Name	Michael R. Mellott
	 	 	Title	Director


 


[Signature
Page to Credit Agreement]


 




    	 



    	 



    

 


	 	“Guarantors” 
	 	 
	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc.



 


	 	By	/s/ Edward M. Weil, Jr.
	 	 	Name	Edward M. Weil, Jr.
	 	 	Title	President


 


	 	ARC SWWCHOH001, LLC


 


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


 


[Signature
Page to Credit Agreement]


 




    	 



    	 



    



 


Exhibit A


 


Notice of Payment Request


 


[Date]


 


[Name of Lender]


[Address]


 


Attention:


 


Reference is made to
the Credit Agreement, dated as of June 11, 2014, among American Realty Capital Retail Operating Partnership, L.P., the Guarantors
from time to time party thereto, the Lenders from time to time party thereto, Regions Bank, as Syndication Agent, and BMO
Harris Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”).
Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower
has failed to pay its Reimbursement Obligation in the amount of $____________. Your Percentage of the unpaid Reimbursement Obligation
is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation
in the amount of $_______________. Your Percentage of the returned Reimbursement Obligation is $_______________.]


 


	 	Very truly yours,
	 	 
	 	BMO Harris Bank N.A., as L/C Issuer


 


	 	By	 	 
	 	 	Name	 
	 	 	Title	 


 




    	 



    	 



    

 


Exhibit B


 


Notice of Borrowing


 


Date: ________________, ____


 


		To:	BMO Harris Bank N.A., as Administrative Agent for the Lenders from time to time parties to the
Credit Agreement, dated as of June 11, 2014 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”), among American Realty Capital Retail Operating Partnership, L.P., the Guarantors from time to time party
thereto, the Lenders from time to time party thereto, Regions Bank, as Syndication Agent, and BMO Harris Bank N.A., as Administrative
Agent



 


Ladies and Gentlemen:


 


The undersigned, American
Realty Capital Retail Operating Partnership, L.P. (the “Borrower”), refers to the Credit Agreement, the terms
defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of
the Credit Agreement, of the Borrowing specified below:


 


1.        The Business Day of
the proposed Borrowing is ___________, ____.


 


2.        The aggregate amount
of the proposed Borrowing is $______________.


 


3.        The Borrowing is being
advanced under the Revolving Credit.


 


4.        The Borrowing is to
be comprised of $___________ of [Base Rate] [Eurodollar] Loans.


 


[5.       The duration of
the Interest Period for the Eurodollar Loans included in the Borrowing shall be ____________ months.]


 


The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before
and after giving effect thereto and to the application of the proceeds therefrom:


 


(a)      the representations
and warranties of the Borrower contained in Section 6 of the Credit Agreement are true and correct in all material respects
(where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as though made on and as of
such date (except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all
material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such
earlier date); and


 




    	 



    	 



    

 


(b)        no Default or Event
of Default has occurred and is continuing or would result from such proposed Borrowing.


 


	 	
        American
        Realty Capital Retail Operating

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 



    	 



    

 


Exhibit C


 


Notice of Continuation/Conversion


 


Date: ____________, ____


 


		To:	BMO Harris Bank N.A., as Administrative Agent for the Lenders from time to time parties to the
Credit Agreement dated as of June 11, 2014 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”),
among American Realty Capital Retail Operating Partnership, L.P., the Guarantors from time to time party thereto, the Lenders from
time to time party thereto, Regions Bank, as Syndication Agent, and BMO Harris Bank N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


The undersigned, American
Realty Capital Retail Operating Partnership, L.P. (the “Borrower”), refers to the Credit Agreement, the terms
defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of
the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:


 


1.        The conversion/continuation
Date is __________, ____.


 


2.        The aggregate amount
of the Loans to be [converted] [continued] is $______________.


 


3.        The Loans are to be
[converted into] [continued as] [Eurodollar] [Base Rate] Loans.


 


4.        [If applicable:]
The duration of the Interest Period for the Loans included in the [conversion] [continuation] shall be _________ months.


 


The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the proposed conversion/continuation date,
before and after giving effect thereto and to the application of the proceeds therefrom:


 


(a)        the representations
and warranties of the Borrower contained in Section 6 of the Credit Agreement are true and correct in all material respects
(where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as though made on and as of
such date (except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all
material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such
earlier date); and


 


 



    	 



    	 



    

 


(b)        no Default or Event
of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation].


 


	 	
        American
        Realty Capital Retail Operating

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	-2-



    	 



    

 


Exhibit D-1


 


Revolving Note


 


	U.S. $_______________	________ __, 201__


 


For
Value Received, the undersigned, American
Realty Capital Retail Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), hereby promises
to pay to ____________________ (the “Lender”) or its permitted assigns on the Termination Date of the hereinafter
defined Credit Agreement, at the principal office of the Administrative Agent in Chicago, Illinois (or such other location as the
Administrative Agent may designate to the Borrower), in immediately available funds, the principal sum of ___________________ Dollars
($__________) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant
to the Credit Agreement, together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder
at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.


 


This Revolving Note
(this “Note”) is one of the Revolving Notes referred to in the Credit Agreement dated as of June 11, 2014, among
the Borrower, the Guarantors party thereto, the Lenders party thereto, Regions Bank, as Syndication Agent, the L/C Issuer
and BMO Harris Bank N.A., as Administrative Agent (as extended, renewed, amended, supplemented or restated from time to time, the
“Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided
for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms
used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall
be governed by and construed in accordance with the internal laws of the State of New York (including Section 5-1401 and Section
5-1402 of the General Obligations law of the State of New York).


 


Voluntary prepayments
may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed
maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.


 


The Borrower hereby
waives demand, presentment, protest or notice of any kind hereunder.


 


	 	
        American
        Realty Capital Retail Operating

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 



    	 



    

 


Exhibit D-2


 


Swing Note


 


	U.S. $_____________	________ __, 201__


 


For
Value Received, the undersigned, American
Realty Capital Retail Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), hereby promises
to pay to ___________________ (the “Lender”) or its registered assigns on the Termination Date of the hereinafter
defined Credit Agreement, at the principal office of the Administrative Agent in Chicago, Illinois (or such other location as the
Administrative Agent may designate to the Borrower), in immediately available funds, the principal sum of _______________________________
Dollars ($____________) or, if less, the aggregate unpaid principal amount of all Swing Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding
hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.


 


This Swing Note (this
“Note”) is the Swing Note referred to in the Credit Agreement dated as of June 11, 2014, among the Borrower,
the Guarantors party thereto, the Lenders party thereto, Regions Bank, as Syndication Agent, the L/C Issuer and BMO Harris
Bank N.A., as Administrative Agent (as extended, renewed, amended, supplemented or restated from time to time, the “Credit
Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or
referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this
Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed
by and construed in accordance with the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of
the General Obligations law of the State of New York).


 


Voluntary prepayments
may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed
maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement.


 




    	 



    	 



    

 


The Borrower hereby
waives demand, presentment, protest or notice of any kind hereunder.


 


	 	
        American
        Realty Capital Retail Operating

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	-2-



    	 



    

 


Exhibit E


 


Compliance Certificate


 


		To:	BMO Harris Bank N.A., as Administrative Agent under, and the Lenders party to, the Credit Agreement
described below



 


This Compliance Certificate
is furnished to the Administrative Agent and the Lenders pursuant to that certain Credit Agreement dated as of June 11, 2014, among
American Realty Capital Retail Operating Partnership, L.P., as Borrower, the Guarantors signatory thereto, Regions Bank, as Syndication
Agent, the Administrative Agent and the Lenders party thereto (the “Credit Agreement”). Unless otherwise defined
herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.


 


The
Undersigned hereby certifies that:


 


1.        I am the duly elected ____________
of American Realty Capital Retail Operating Partnership, L.P.;


 


2.        I have reviewed the terms of
the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and
conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;


 


3.        Except to the extent previously
disclosed pursuant to the requirements of Section 8.5(e) of the Credit Agreement, the examinations described in paragraph 2
did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a
Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of
the date of this Compliance Certificate, except as set forth below;


 


4.        The financial statements required
by Section 8.5 of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate are true,
correct and complete in all material respects as of the date and for the periods covered thereby; and


 


5.        The Schedule I hereto sets
forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Credit Agreement,
all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance
with the relevant Sections of the Credit Agreement.


 


Described below are
the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which
it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition
or event:


 




    	 



    	 



    

 


	 
	 
	 
	 


 


The foregoing certifications,
together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ______ day of __________________ 201__.


 


	 	
        American
        Realty Capital Retail Operating

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	-2-



    	 



    

 


Schedule I


to Compliance Certificate


 


 






 


Compliance Calculations


for Credit Agreement dated
as of June 11, 2014


 


Calculations
as of _____________, _______


 


 






 


	A.	Maximum Consolidated Leverage Ratio (Section 8.20(a))	 	 
	 	 	 	 
	 	1.	Total Indebtedness	 	$___________
	 	 	 	 	 
	 	2.	Total Asset Value as calculated on Exhibit A hereto	 	___________
	 	 	 	 	 
	 	3.	Ratio of Line A1 to Line A2	 	____:1.0
	 	 	 	 	 
	 	4.	Line A3 must not exceed	 	____:1.0
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	B.	Minimum Fixed Charge Coverage Ratio (Section 8.20(b))	 	 
	 	 	 	 
	 	1.	Net income (or loss)	 	$___________
	 	 	 	 	 
	 	2.	Depreciation and amortization expense	 	___________
	 	 	 	 	 
	 	3.	Interest Expense	 	___________
	 	 	 	 	 
	 	4.	Franchise, excise and income tax expense (including any interest or penalties related to the foregoing)	 	___________
	 	 	 	 	 
	 	5.	Extraordinary, unrealized, non-recurring or unusual losses, including impairment charges, reserves and losses on sales of assets outside of the ordinary course of business and costs and expenses incurred during such period with respect to acquisitions consummated	 	___________
	 	 	 	 	 
	 	6.	Amortization of intangibles (including goodwill) and organization costs	 	___________
	 	 	 	 	 
	 	7.	Any other non-cash charges	 	___________
	 	 	 	 	 
	 	8.	All commissions, guaranty fees, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and the net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP	 	___________


 




    	-3-



    	 



    

 


	 	9.	Fees, expenses and charges incurred during such period, directly relating to the negotiation of and entry into of (A) the Credit Agreement, the other Loan Documents and any amendments thereto or any agreement entered into in connection therewith or (B) any investment, acquisition, equity issuance or incurrence of indebtedness permitted under the Credit Agreement, any associated financings or any other asset purchase permitted under the Credit Agreement	 	___________
	 	 	 	 	 
	 	10.	Any loss in connection with extinguishment or modification of debt	 	___________
	 	 	 	 	 
	 	11.	To the extent required to be treated as an expense under GAAP, reasonable transaction costs and expenses incurred during such period in connection with acquisitions permitted under the Credit Agreement (whether or not consummated)	 	___________
	 	 	 	 	 
	 	12.	Sum of Lines B2 through B11	 	___________
	 	 	 	 	 
	 	13.	Funds received by the Borrower or a Subsidiary as rent but which are reserved for capital expenses	 	___________
	 	 	 	 	 
	 	14.	Unrealized gains on the sale of assets	 	___________
	 	 	 	 	 
	 	15.	Income tax benefits	 	___________
	 	 	 	 	 
	 	16.	Interest income	 	___________
	 	 	 	 	 
	 	17.	Any extraordinary, unusual or non-recurring income or gains (including, whether or not included as a separate item in the statement of net income for such period, gains on the sales of assets outside of the ordinary course of business)	 	___________
	 	 	 	 	 
	 	18.	Any other non-cash income	 	___________
	 	 	 	 	 
	 	19.	Any cash payment made during such period described in Line B7 above subsequent to the Fiscal Quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of net income	 	___________
	 	 	 	 	 
	 	20.	Sum of Lines B13 through B19	 	___________
	 	 	 	 	 
	 	21.	Line B1 plus Line B12 minus Line B20 (“EBITDA”)	 	___________
	 	 	 	 	 
	 	22.	EBITDA computed on an annualized basis	 	___________
	 	 	 	 	 
	 	23.	Capital Reserve	 	___________
	 	 	 	 	 
	 	24.	Line B22 minus Line B23 (“Adjusted EBITDA”)	 	___________
	 	 	 	 	 
	 	25.	Interest Expense	 	___________
	 	 	 	 	 
	 	26.	The greater of (i) zero or (ii) scheduled principal amortization paid on Total Indebtedness for such period (exclusive of any balloon payments or prepayments of principal paid on such Total Indebtedness)	 	___________


 




    	-4-



    	 



    

 


	 	27.	Line B25 plus Line B26 (“Debt Service”)	 	___________
	 	 	 	 	 
	 	28.	Dividends to preferred equity holders and required distributions (other than distributions by the Borrower to holders of operating partnership units and distributions by ARC REIT to common equity holders) made or to be made during such period	 	___________
	 	 	 	 	 
	 	29.	Payments of base rent under Ground Leases made or to be made during such period, unless such payments are deducted from Property NOI and EBITDA	 	___________
	 	 	 	 	 
	 	30.	Sum of Lines B27, B28 and B29 (“Fixed Charges”)	 	___________
	 	 	 	 	 
	 	31.	Ratio of Line B24 to Line B30	 	____:1.0
	 	 	 	 	 
	 	32.	Line B31 shall not be less than	 	1.65:1.0
	 	 	 	 	 
	 	33.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	C.	Maximum Other Recourse Debt to Total Asset Value Ratio (Section 8.20(c))	 	 
	 	 	 	 
	 	1.	Other Recourse Debt	 	$___________
	 	 	 	 	 
	 	2.	Total Asset Value as calculated on Exhibit A hereto	 	___________
	 	 	 	 	 
	 	3.	Ratio of Line C1 to Line C2	 	____:1.0
	 	 	 	 	 
	 	4.	Line C3 shall not exceed	 	0.10:1.0
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	D.	Maintenance of Net Worth (Section 8.20(d))	 	 
	 	 	 	 
	 	1.	Tangible Net Worth	 	$___________
	 	 	 	 	 
	 	2.	Aggregate net proceeds received by ARC REIT or any of its Subsidiaries after March 31, 2014 in connection with any offering of Stock or Stock Equivalents	 	___________
	 	 	 	 	 
	 	3.	80% of Line D2	 	___________
	 	 	 	 	 
	 	4.	Tangible Net Worth as of March 31, 2014 ($121,000,000) plus Line D3	 	___________
	 	 	 	 	 
	 	5.	Line D1 shall not be less than Line D4	 	 
	 	 	 	 	 
	 	6.	The Borrower is in compliance (circle yes or no)	 	yes/no


 




    	-5-



    	 



    

 


	E.	Investments (Joint Ventures) (Section 8.8(i))	 	 
	 	 	 	 
	 	1.	Cash investments in joint ventures	 	$___________
	 	 	 	 	 
	 	2.	Total Asset Value as calculated on Exhibit A hereto	 	___________
	 	 	 	 	 
	 	3.	Line E1 divided by Line E2	 	___________
	 	 	 	 	 
	 	4.	Line E3 shall not exceed 20%	 	 
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	F.	Investments (Assets Under Development) (Section 8.8(j))	 	 
	 	 	 	 
	 	1.	Investments in Assets Under Development	 	$___________
	 	 	 	 	 
	 	2.	Total Asset Value as calculated on Exhibit A hereto	 	___________
	 	 	 	 	 
	 	3.	Line F1 divided by Line F2	 	___________
	 	 	 	 	 
	 	4.	Line F3 shall not exceed 10%	 	 
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	G.	Investments (Unimproved Land) (Section 8.8(k))	 	 
	 	 	 	 
	 	1.	Investments in Land Assets	 	$___________
	 	 	 	 	 
	 	2.	Total Asset Value as calculated on Exhibit A hereto	 	___________
	 	 	 	 	 
	 	3.	Line G1 divided by Line G2	 	___________
	 	 	 	 	 
	 	4.	Line G3 shall not exceed 10%	 	 
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	H.	Investments in Mortgages and Mezzanine Loans (Section 8.8(q))	 	 
	 	 	 	 
	 	1.	Investments in mortgages and mezzanine loans	 	$___________
	 	 	 	 	 
	 	2.	Total Asset Value as calculated on Exhibit A hereto	 	___________
	 	 	 	 	 
	 	3.	Line H1 divided by Line H2	 	___________
	 	 	 	 	 
	 	4.	Line H3 shall not exceed 10%	 	 
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	I.	Investments in Publicly-Traded Equity Interests (Section 8.8(s))	 	 
	 	 	 	 
	 	1.	Investments permitted under applicable law in the publicly-traded equity interests of REITs or other real estate companies conducting business, services or activities substantially similar or related to those engaged by ARC REIT, the Borrower and its Subsidiaries as of the Closing Date	 	$___________


 




    	-6-



    	 



    

 


	 	2.	Total Asset Value as calculated on Exhibit A hereto	 	___________
	 	 	 	 	 
	 	3.	Line I1 divided by Line I2	 	___________
	 	 	 	 	 
	 	4.	Line I3 shall not exceed 10%	 	 
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	J.	Other Investments (Section 8.8(t))	 	 
	 	 	 	 
	 	1.	Other investments not otherwise permitted under Section 8.8 of the Credit Agreement	 	$___________
	 	 	 	 	 
	 	2.	Line J1 shall not exceed $3,000,000	 	 
	 	 	 	 	 
	 	3.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	K.	Aggregate Investment Limitation to Total Asset Value (Section 8.8)	 	 
	 	 	 	 
	 	1.	Sum of Lines E1, F1, G1, HI, I1 and J1	 	$___________
	 	 	 	 	 
	 	2.	Total Asset Value as calculated on Exhibit A hereto	 	____________
	 	 	 	 	 
	 	3.	Line K1 divided by Line K2	 	___________
	 	 	 	 	 
	 	4.	Line K3 shall not exceed 35%	 	 
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no


 




    	-7-



    	 



    

 


Exhibit A to Schedule I


to
Compliance Certificate


of
American Realty Capital Retail Operating Partnership, L.P.


 


This Exhibit A is attached
to Schedule I to the Compliance Certificate of American Realty Capital Retail Operating Partnership, L.P. dated [________],
201__ and delivered to BMO Harris Bank N.A., as Administrative Agent, and the Lenders party to the Credit Agreement referred to
therein. The undersigned hereby certifies that the following is a true, correct and complete calculation of Total Asset Value as
of the last day of the Fiscal Quarter most recently ended:


 


1. Real Properties owned
for less than Four (4) full Fiscal Quarters:


 


	Property	A. Appraised Value	
        B. Aggregate

        Acquisition Cost
	Lesser of A or B
	 	$_________________	$_________________	$_________________
	 	$_________________	$_________________	$_________________
	 	$_________________	$_________________	$_________________
	 	$_________________	$_________________	$_________________
	Total:	$_________________


 


2. All other Real Properties


 


	Property	
        A. Adjusted

        Property NOI
	
        B. Capitalization

        Rate
	A divided by B
	 	$_________________	7.75%	$_________________
	 	$_________________	7.75%	$_________________
	 	$_________________	7.75%	$_________________
	 	$_________________	7.75%	$_________________
	Total:	$_________________


 


3. Aggregate Unrestricted
Cash and Cash Equivalents equals: $_____________________________.


 


Total Asset Value
(sum of 1, 2, and 3) equals: $_________________________.


 




    	-8-



    	 



    

 


	 	
        American
        Realty Capital Retail Operating

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	-9-



    	 



    

 


Exhibit B to Schedule I


to
Compliance Certificate


of
American Realty Capital Retail Operating Partnership, L.P.


 


This Exhibit B is attached
to Schedule I to the Compliance Certificate of American Realty Capital Retail Operating Partnership, L.P. dated [_______],
201__ and delivered to BMO Harris Bank N.A., as Administrative Agent, and the Lenders party to the Credit Agreement referred to
therein. The undersigned hereby certifies that the following is a true, correct and complete calculation of Adjusted Property NOI
for all Properties for the Rolling Period most recently ended:


 


	Property	Property

        Income
	Minus	Property

        Expenses
	Minus	Capital

        Reserve
	Minus	Greater
        of 3% of

        Property
        Income

        or
        actual

        management
        fees

        paid
        in cash
	equals	Adjusted

        Property
        NOI

	 	$_______	-	$_______	-	$__________	-	$_______	=	$___________
	 	$_______	-	$_______	-	$__________	-	$_______	=	$___________
	 	$_______	-	$_______	-	$__________	-	$_______	=	$___________
	 	$_______	-	$_______	-	$__________	-	$_______	=	$___________


 


	Total Adjusted Property NOI for all Properties:	$_____________


 


	 	
        American
        Realty Capital Retail Operating 

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	-10-



    	 



    

 


Exhibit F



Assignment and Acceptance


 


Dated
_____________, _______


 


Reference is made to
the Credit Agreement dated as of June 11, 2014 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”) among American Realty Capital Retail Operating Partnership, L.P., the Guarantors from time to time party
thereto, the Lenders and L/C Issuer party thereto, Regions Bank, as Syndication Agent, and BMO Harris Bank N.A., as Administrative
Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.


 


______________________________________________________
(the “Assignor”) and _________________________ (the “Assignee”) agree as follows:


 


1.          The Assignor hereby
sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the amount and specified percentage
interest shown on Annex I hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective
Date (as defined below), including, without limitation, the Assignor’s Commitments as in effect on the Effective Date and
the Loans, if any, owing to the Assignor on the Effective Date and the Assignor’s Percentage of any outstanding L/C Obligations.


 


2.          The Assignor (i) represents
and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument
or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary
of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.


 


3.          The Assignee (i) confirms
that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to
the Lenders pursuant to Section 8.5(a) and (c) thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently
and without reliance upon the Administrative Agent, the 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 Credit
Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf
and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it
as a Lender; and (v) specifies as its lending office (and address for notices) the offices set forth on its Administrative
Questionnaire.


 




    	 



    	 



    

 


4.          As consideration for
the assignment and sale contemplated in Annex I hereof, the Assignee shall pay to the Assignor on the Effective Date in Federal
funds the amount agreed upon between them. It is understood that commitment and/or letter of credit fees accrued to the Effective
Date with respect to the interest assigned hereby are for the account of the Assignor and such fees accruing from and including
the Effective Date are for the account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives
any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account
of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party.


 


5.          The effective date
for this Assignment and Acceptance shall be ___________ (the “Effective Date”). Following the execution
of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative
Agent and, if required, the Borrower.


 


6.          Upon such acceptance
and recording, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit
Agreement.


 


7.          Upon such acceptance
and recording, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in
respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees
with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement for periods prior to the Effective Date directly between themselves.


 




    	-2-



    	 



    

 


8.          This Assignment and
Acceptance shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Section
5-1401 and Section 5-1402 of the General Obligations law of the State of New York).


 


	 	[Assignor Lender]


 


	 	By	 	 
	 	 	Name	 
	 	 	Title	 


 


	 	[Assignee Lender]


 


	 	By	 	 
	 	 	Name	 
	 	 	Title	 


 


[Accepted and consented
this


____ day of _____________


 


American
Realty Capital Retail Operating Partnership, L.P.


 


American
Realty Capital — Retail Centers of America, Inc., its general partner


 


	By	 	 	 
	 	Name	 	 
	 	Title	 	]


 


Accepted and consented to
by the Administrative


   Agent,
L/C Issuer, and Swing Line Lender this ___ day of ________


 


BMO
Harris Bank N.A., as Administrative


   Agent, L/C Issuer
and Swing Line Lender


 


	By	 	 	 
	 	Name	 	 
	 	Title	 	 


 




    	-3-



    	 



    

 


Annex I


to Assignment and Acceptance


 


The Assignee hereby
purchases and assumes from the Assignor the following interest in and to all of the Assignor’s rights and obligations under
the Credit Agreement as of the effective date.


 


	Facility Assigned	 	
        Aggregate

        Commitment/Loans

        for
        All Lenders
	 	
        Amount
        of

        Commitment/Loans

        Assigned
	 	
        Percentage
        Assigned

        of
        Commitment/Loans

	 	 	 	 	 	 	 
	Revolving Credit	 	$____________	 	$____________	 	_____%


 




    	-4-



    	 



    

 


Exhibit G


 


Additional Guarantor Supplement


 


______________, ___


 


BMO Harris Bank N.A.,
as Administrative Agent for the Lenders named in the Credit Agreement dated as of June 11, 2014, among American Realty Capital
Retail Operating Partnership, L.P., as Borrower, the Guarantors from time to time party thereto, the Lenders from time to time
party thereto, Regions Bank, as Syndication Agent, and the Administrative Agent (the “Credit Agreement”)


 


Ladies and Gentlemen:


 


Reference is made to
the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes
hereof the meaning provided therein.


 


The undersigned, [name
of Subsidiary Guarantor], a [jurisdiction of incorporation or organization] hereby elects to be a “Guarantor”
for all purposes of the Credit Agreement, effective from the date hereof. The undersigned confirms that each of the representations
and warranties set forth in Section 6 of the Credit Agreement in respect of a Guarantor are true and correct in all material
respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as to the undersigned
as of the date hereof and the undersigned shall comply with and perform each of the covenants and obligations set forth in, and
to be bound in all respects by the terms of, the Credit Agreement that are applicable to a Guarantor, including, without limitation,
the provisions of Sections 8 and 13 of the Credit Agreement that are applicable to a Guarantor, in each case, to the same
extent and with the same force and effect as if the undersigned were a signatory party thereto.


 


The undersigned acknowledges
that this Agreement shall be effective upon its execution and delivery by the undersigned to the Administrative Agent, and it shall
not be necessary for the Administrative Agent or any Lender, or any of their Affiliates entitled to the benefits hereof, to execute
this Agreement or any other acceptance hereof. This Agreement shall be construed in accordance with and governed by the internal
laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of
New York).


 


	 	Very truly yours,
	 	 
	 	[Name of Subsidiary Guarantor]


 


	 	By	 
	 	Name	 
	 	Title	 


 




    	 



    	 



    

 


Exhibit H



Commitment Amount Increase Request


 


_______________, ____


 


		To:	BMO Harris Bank N.A., as Administrative Agent for the Lenders party to the Credit Agreement dated
as of June 11, 2014 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among
American Realty Capital Retail Operating Partnership, L.P., the Guarantors from time to time party thereto, certain Lenders party
thereto, Regions Bank, as Syndication Agent, and BMO Harris Bank N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


The undersigned, American
Realty Capital Retail Operating Partnership, L.P. (the “Borrower”) hereby refers to the Credit Agreement and
requests that the Administrative Agent consent to an increase in the aggregate Commitments (the “Commitment Amount Increase”),
in accordance with Section 1.15 of the Credit Agreement, to be effected by [an increase in the Commitment of [name of existing
Lender] [the addition of [name of new Lender] (the “New Lender”) as a Lender under the terms of the Credit Agreement].
Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.


 


After giving effect
to such Commitment Amount Increase, the Commitment of the [Lender] [New Lender] shall be $_____________.


 


[Include paragraphs
1-4 for a New Lender]


 


1.        The New Lender hereby confirms
that it has received a copy of the Loan Documents and the exhibits related thereto, together with copies of the documents which
were required to be delivered under the Credit Agreement as a condition to the making of the Loans and other extensions of credit
thereunder. The New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, its
own credit analysis and decisions relating to the Credit Agreement. The New Lender further acknowledges and agrees that the Administrative
Agent has not made any representations or warranties about the credit worthiness of the Borrower or any other party to the Credit
Agreement or any other Loan Document or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement
or any other Loan Document or the value of any security therefor.


 






    	 



    	 



    

 


2.        Except as otherwise provided
in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the New Lender (i) shall
be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender”
under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions
set forth in the Credit Agreement as if it were an original signatory thereto.


 


3.        The New Lender shall deliver
to the Administrative Agent an Administrative Questionnaire.


 


[4.       The New Lender has delivered,
if appropriate, to the Borrower and the Administrative Agent (or is delivering to the Borrower and the Administrative Agent concurrently
herewith) the tax forms referred to in [Section 12.1] of the Credit Agreement.]*


 


This
Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the
internal laws of the state of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State
of New York).


 


The Commitment Amount
Increase shall be effective when the executed consent of the Administrative Agent is received or otherwise in accordance with Section 1.15
of the Credit Agreement, but not in any case prior to ___________________, ____. It shall be a condition to the effectiveness of
the Commitment Amount Increase that all expenses referred to in Section 1.15 of the Credit Agreement shall have been paid.


 


The Borrower hereby
certifies that no Default or Event of Default has occurred and is continuing.


 


 






		*	Insert bracketed paragraph if New Lender is organized
under the law of a jurisdiction other than the United States of America or a state thereof.



 




    	-2-



    	 



    

 


Please indicate the
Administrative Agent’s consent to such Commitment Amount Increase by signing the enclosed copy of this letter in the space
provided below.


 


	 	Very truly yours,


 


	 	
        American
        Realty Capital Retail Operating 

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	
        [New
        or existing Lender Increasing

        Commitments]



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


The undersigned hereby consents on


this __ day of _____________, _____


to the above-requested Commitment


Amount Increase.


 


BMO Harris Bank N.A.,

    as Administrative Agent


 


	By	 	 	 
	 	Name	 	 
	 	Title	 	 


 




    	-3-



    	 



    

 


Exhibit I


 


Borrowing Base Certificate


 


		To:	BMO Harris Bank N.A., as Administrative Agent under, and the Lenders party to, the Credit Agreement
described below.



 


Pursuant to the terms
of the Credit Agreement dated as of June 11, 2014, among us (the “Credit Agreement”), we submit this Borrowing
Base Certificate to you and certify that the calculation of the Borrowing Base set forth below and on any Exhibits or attachments
to this Certificate is true, correct and complete as of the Borrowing Base Determination Date.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


The foregoing certifications,
together with the computations set forth in Schedule I hereto are made and delivered this ______ day of __________________
201__.


 


	 	
        American
        Realty Capital Retail Operating 

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	-2-



    	 



    

 


Schedule
I to Borrowing Base Certificate


 


 






 


Calculation
of Borrowing Base and Revolving Credit Availability


 


A.       Borrowing Base Determination
Date: __________________ ____, 201__.


 


B.       The Borrowing Base and Revolving
Credit Availability as of the Borrowing Base Determination Date is calculated as:


 


	1.	Borrowing Base Value as calculated on Exhibit A	 	$_________________
	 	 	 	 
	2.	60% of Line 1 if there are four (4) or more Borrowing Base Properties, or 45% Line 1 if there are three (3) or fewer Borrowing Base Properties	 	$_________________
	 	 	 	 
	3.	Maximum amount of Debt Service Indebtedness that could be incurred without causing the Implied Debt Service Coverage Ratio to be less than (x) 1.45 to 1.00 for the first four Fiscal Quarters after the Closing Date, or (y) 1.50 to 1.00 thereafter.	 	$_________________
	 	 	 	 
	4.	Lesser of Line 2 and Line 3 (the “Borrowing Base”)	 	$_________________
	 	 	 	 
	5.	Revolving Credit Commitments	 	$_________________
	 	 	 	 
	6.	Lesser of Line 4 and Line 5	 	$_________________
	 	 	 	 
	7.	Aggregate principal amount of outstanding Loans and L/C Obligations	 	$_________________
	 	 	 	 
	8.	Line 6 minus Line 7 (the “Revolving Credit Availability”)	 	
         

        $_________________



 




    	-3-



    	 



    

 


Exhibit
A to Schedule I to Borrowing Base Certificate


of
American Realty Capital Retail Operating Partnership, L.P.


 


This Exhibit A is attached
to the Borrowing Base Certificate of American Realty Capital Retail Operating Partnership, L.P. for the Borrowing Base Determination
Date of ___________ ____, 201__ and delivered to BMO Harris Bank N.A., as Administrative Agent, and the Lenders party to the Credit
Agreement referred to therein. The undersigned hereby certifies that the following is a true, correct and complete calculation
of Borrowing Base Value as of the Borrowing Base Determination Date set forth above:


 


[Insert Calculation
or attach Schedule with exclusions for concentration limits]


 


	Borrowing Base Value of all Eligible Properties:	$__________


 


Borrowing Base
Requirements:


 


	A.	Borrowing Base Value	 	 
	 	 	 	 
	 	1.	Borrowing Base Value	 	$___________
	 	 	 	 	 
	 	2.	Aggregate principal amount of outstanding Loans and L/C Obligations	 	$___________
	 	 	 	 	 
	 	3.	Line A2 divided by Line A1	 	___________
	 	 	 	 	 
	 	4.	Line A3 shall not exceed (i) 60% if there are four (4) or more Borrowing Base Properties, or (ii) 45% if there are three (3) or fewer Borrowing Base Properties	 	 
	 	 	 	 	 
	 	5.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	B.	Implied Debt Service Coverage Ratio	 	 
	 	 	 	 
	 	1.	Adjusted Property NOI for all Borrowing Base Properties as calculated on Exhibit B hereto	 	 
	 	 	 	 	 
	 	2.	Interest Expense	 	 
	 	 	 	 	 
	 	3.	The greater of (i) zero or (ii) scheduled principal amortization paid on Debt Service Indebtedness for such period (exclusive of any balloon payments or prepayments of principal paid on such Debt Service Indebtedness, and assuming principal amount of Debt Service Indebtedness is equal to the aggregate principal amount of all outstanding Loans and L/C Obligations).	 	 
	 	 	 	 	 
	 	4.	Line B2 plus Line B3 (“Debt Service”)	 	 


 




    	-4-



    	 



    

 


	 	5.	Ratio of Line B1 to Line B4	 	____:1.0
	 	 	 	 	 
	 	6.	Line B5 shall not be less than	 	____:1.0
	 	 	 	 	 
	 	7.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	C.	Average Occupancy Rate	 	 
	 	 	 	 
	 	1.	Aggregate Occupancy Rate of all Borrowing Base Properties	 	___________%
	 	 	 	 	 
	 	2.	Line C1 shall not be less than (i) 80% at any time that there are three (3) or fewer Borrowing Base Properties, or (ii) 85% at any time that there are four (4) or more Borrowing Base Properties	 	 
	 	 	 	 	 
	 	3.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	D.	Concentration Limits1	 	 
	 	 	 	 
	 	1.	The percentage of Aggregate Borrowing Base Value for each Borrowing Base Property is set forth [above or on the attached Schedule] and the largest Borrowing Base Value for any Borrowing Base Property is $___________ for the ___________ Borrowing Base Property	 	 
	 	 	 	 	 
	 	2.	No Borrowing Base  Property comprises more than 20% of Aggregate Borrowing Base Value	 	 
	 	 	 	 	 
	 	3.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	 	4.	The percentage of Adjusted Property NOI used to determine the Aggregate Borrowing Base Value for each Metropolitan Statistical Area is set forth [above or on the attached Schedule] and the largest percentage of Adjusted Property NOI used to determine the Aggregate Borrowing Base Value for any Metropolitan Statistical Area is ________% for the ___________ Metropolitan Statistical Area	 	 
	 	 	 	 	 
	 	5.	No Metropolitan Statistical Area comprises more than 30% of the Adjusted Property NOI used to determine the Aggregate Borrowing Base Value	 	 
	 	 	 	 	 
	 	6.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	 	7.	The percentage of Adjusted Property NOI used to determine the Aggregate Borrowing Base Value for each Tenant is set forth [above or on the attached Schedule] and the largest percentage of Adjusted Property NOI used to determine the Aggregate Borrowing Base Value for any Tenant is ________% for the ___________ Tenant	 	 


 





 



		1	To be completed at all times after there are ten (10)
or more Borrowing Base Properties.



 




    	-5-



    	 



    

 


	 	8.	No Tenant comprises more than 20% of the Adjusted Property NOI used to determine the Aggregate Borrowing Base Value	 	 
	 	 	 	 	 
	 	9.	The Borrower is in compliance (circle yes or no)	 	yes/no
	 	 	 	 	 
	 	10.	The percentage of Aggregate Borrowing Base Value for each Borrowing Base Property subject to Qualified Ground Leases is set forth [above or on the attached Schedule]	 	 
	 	 	 	 	 
	 	11.	No more than 20% of the Aggregate Borrowing Base Value is comprised of Borrowing Base Properties subject to Qualified Ground Leases	 	 
	 	 	 	 	 
	 	12.	The Borrower is in compliance (circle yes or no)	 	yes/no


 




    	-6-



    	 



    

 


Exhibit
B to Schedule I to Borrowing Base Certificate


of
American Realty Capital Retail Operating Partnership, L.P.


 


This Exhibit B is attached
to the Borrowing Base Certificate of American Realty Capital Retail Operating Partnership, L.P. for the Borrowing Base Determination
Date of ___________ ____, 201__ and delivered to BMO Harris Bank N.A., as Administrative Agent, and the Lenders party to the Credit
Agreement referred to therein. The undersigned hereby certifies that the following is a true, correct and complete calculation
of Adjusted Property NOI for all Properties for the Rolling Period most recently ended:


 


	Property	Property

        Income
	Minus	Property

        Expenses
	Minus	Capital

        Reserve
	Minus	Greater
        of 3% of

        Property
        Income

        or
        actual

        management
        fees

        paid
        in cash
	equals	Adjusted

        Property
        NOI

	 	$_______	-	$_______	-	$__________	-	$_______	=	$___________
	 	$_______	-	$_______	-	$__________	-	$_______	=	$___________
	 	$_______	-	$_______	-	$__________	-	$_______	=	$___________
	 	$_______	-	$_______	-	$__________	-	$_______	=	$___________


 


	Total Adjusted Property NOI for all Properties:	$_____________


 


	 	
        American
        Realty Capital Retail Operating 

        Partnership,
        L.P.



 


	 	
        American
        Realty Capital — Retail

        Centers
        of America, Inc., its general

        partner



 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	-7-



    	 



    

 


Schedule I



Commitments


 


	Lender	 	Commitment	 
	 	 	 	 
	BMO Harris Bank N.A.	 	$	50,000,000	 
	Regions Bank	 	$	50,000,000	 
	 	 	 	 	 
	Total:	 	$	100,000,000	 



 




    	-8-



    	 



    

 


Schedule 1.1



Initial Borrowing Base Properties


 


1. The Streets of West
Chester, located at 9465 Civic Center Boulevard, West Chester, Ohio.


 




    	 



    	 



    

 


Schedule 1.2


 


Existing Liens


 


None.


 




    	 



    	 



    

 


Schedule 6.2


 


Subsidiaries


 


See
attached.


 




    	-2-



    	 



    

 


 






    	-3-



    	 



    

 


 






    	-4-



    	 



    

 


Schedule 6.11


 


Litigation


 


None.


 




    	-5-



    	 



    

 


Schedule 8.8


 


Investments


 


None. 


 




    	-6-