EXHIBIT 10.5







 


SUBSIDIARY GUARANTY AGREEMENT


 


THIS SUBSIDIARY GUARANTY
AGREEMENT (this “Guaranty”) is executed as of April 16, 2012, by EACH OF THE SUBSIDIARIES OF AMERICAN
REALTY CAPITAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), LISTED ON SCHEDULE
1 ATTACHED HERETO or who become a party hereto pursuant to Section 21 below (each a “Guarantor”
and collectively, “Guarantors”), for the benefit of the Credit Parties (defined
below).


 


RECITALS:


 


A.        Borrower may,
from time to time, be indebted to the Credit Parties pursuant to that certain Term Loan Agreement dated of even date herewith (as
amended, modified, supplemented, or restated from time to time, the “Term Loan Agreement”), among
Borrower, American Realty Capital Trust, Inc., a Maryland corporation, a limited partner of Borrower, the Lenders now or hereafter
party to the Term Loan Agreement (the “Lenders”), and Wells Fargo Bank,
National Association, as Administrative Agent for the benefit of the Lenders (“Administrative Agent”),
(Administrative Agent and the Lenders, together with their respective successors and assigns, are each a “Credit Party,”
and collectively the “Credit Parties”). Capitalized terms used herein shall, unless otherwise
indicated, have the respective meanings set forth in the Term Loan Agreement.


 


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


 


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


 


NOW, THEREFORE, as
an inducement to the Credit Parties to enter into the Term Loan Agreement and to make Loans to Borrower thereunder, and to extend
such credit to Borrower as the Credit Parties may from time to time agree to extend, and for other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged, Guarantors hereby jointly and severally guarantee payment of
the Guaranteed Obligations (hereinafter defined) and hereby agree as follows:


 


Section
1.        Nature of Guaranty. Each Guarantor hereby absolutely and
unconditionally guarantees, jointly and severally, as a guarantee of payment and not merely as a guarantee of collection, prompt
payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing
and future Obligations including, without limitation, all indebtedness and liabilities of every kind, nature and character, direct
or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Borrower to the Credit Parties arising
under the Term Loan Agreement and the other Loan Documents (including, without limitation, all renewals, extensions, modifications,
amendments, and restatements thereof and all costs, attorneys’ fees and expenses incurred by any Credit Party in connection
with the collection or enforcement thereof) including, without limitation, any and all environmental indemnifications contained
in the Loan Documents (collectively, the “Guaranteed Obligations”). Administrative Agent’s books
and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall
be binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty
shall not be affected by the genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or any instrument
or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any
collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense
to the obligations of any Guarantor under this Guaranty.


 



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Section
2.        No Setoff or Deductions; Taxes. Each
Guarantor represents and warrants that it is formed and resident in the United States of America. All payments by any Guarantor
hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever, including, without
limitation, for any and all present and future taxes. If any Guarantor must make a payment under this Guaranty, then such Guarantor
represents and warrants that it will make the payment from its offices located in the United States of America to Administrative
Agent, for the benefit of the Credit Parties, so that no withholding tax is imposed on such payment. Notwithstanding the foregoing,
if any Guarantor makes a payment under this Guaranty to which withholding tax applies, or any taxes (other than Excluded Taxes)
are at any time imposed on any payments under or in respect of this Guaranty including, but not limited to, payments made pursuant
to this Section 2, then such Guarantor shall pay all such taxes to the relevant authority in accordance with applicable
law such that each Credit Party receives the sum it would have received had no such deduction or withholding been made and shall
also pay to Administrative Agent, for the benefit of the Credit Parties, on demand, all additional
amounts which Administrative Agent specifies as necessary to preserve the after-tax yield the
Credit Parties would have received if such taxes had not been imposed. Guarantors shall promptly
provide Administrative Agent with an original receipt or certified copy issued by the relevant authority evidencing the payment
of any such amount required to be deducted or withheld.


 


Section
3.        No Termination. This Guaranty is a continuing and irrevocable
guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed
Obligations and any other amounts payable under this Guaranty are indefeasibly paid and performed in full and any commitments of
the Credit Parties or facilities provided by the Credit Parties with respect to the Guaranteed
Obligations are terminated. All payments under this Guaranty shall be made at Administrative Agent’s Office in Dollars.


 


Section
4.        Waiver of Notices. Each Guarantor waives notice of the acceptance
of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Each Guarantor further
waives presentment, protest, notice, dishonor or default, demand for payment, notice of intent to accelerate, notice of acceleration,
and any other notices to which any Guarantor might otherwise be entitled.


 


Section
5.        NO SUBROGATION. No Guarantor shall exercise any right of subrogation, contribution, or similar rights with
respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this
Guaranty are indefeasibly paid and performed in full and any commitments of the Credit Parties or
facilities provided by the Credit Parties with respect to the Guaranteed Obligations are terminated.
If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for
the benefit of the Credit Parties and shall forthwith be paid to Administrative Agent, for the
benefit of the Credit Parties, to reduce the amount of the Guaranteed Obligations, whether matured
or unmatured.


 


Section
6.        Waiver of Suretyship Defenses. Each Guarantor agrees that
the Credit Parties may, at any time and from time to time, and without notice to Guarantors, make any agreement with Borrower or
with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed
Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations or any collateral
(in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the
Guaranteed Obligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting
the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or
other defense of Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of Borrower, or any
claim that any Guarantor’s obligations exceed or are more burdensome than those of Borrower and waives the benefit of any
statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy
which such Guarantor now has or may hereafter have against Borrower and waives any benefit of
and any right to participate in any security now or hereafter held by Administrative Agent for the benefit of the Credit Parties.
Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary
the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.






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Section
7.        Exhaustion of Other Remedies Not Required. The obligations
of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations.
Each Guarantor waives diligence by any of the Credit Parties and action on delinquency in respect
of the Guaranteed Obligations or any part thereof, including, without limitation any provisions of law requiring any
Credit Party to exhaust any right or remedy or to take any action against Borrower, any other guarantor, or any other person,
entity, or property before enforcing this Guaranty against any Guarantor.


 


Section
8.        Reinstatement. Notwithstanding anything in this Guaranty
to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment
of any portion of the Guaranteed Obligations is revoked, terminated, rescinded, or reduced or must otherwise be restored or returned
upon the insolvency, bankruptcy, or reorganization of Borrower or any other person or entity or otherwise, as if such payment had
not been made and whether or not Administrative Agent is in possession of or has released this
Guaranty and regardless of any prior revocation, rescission, termination or reduction.


 


Section
9.        Subordination. Each Guarantor hereby expressly subordinates
the payment of all obligations and indebtedness of Borrower owing to such Guarantor, whether now existing or hereafter arising
and whether those obligations are (a) direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint
and several, (b) due or to become due to such Guarantor, (c) held by or are to be held by such Guarantor, (d) created
directly or acquired by assignment or otherwise, or (e) evidenced in writing (collectively, the “Subordinated
Debt”) to the indefeasible payment in full of all Guaranteed Obligations. Each Guarantor
agrees not to accept any payment in respect of such Subordinated Debt from Borrower if a Default exists. If any Guarantor receives
any payment in respect of any Subordinated Debt in violation of the foregoing, then such Guarantor shall hold that payment in trust
for the Credit Parties and promptly turn it over to Administrative Agent, for the benefit of the Credit Parties, in the
form received (with any necessary endorsements), to be applied in accordance with the Term Loan Agreement, but without
reducing or affecting in any manner the liability of any Guarantor under this Guaranty.


 


Section
10.        Information. Each Guarantor agrees to furnish promptly
to Administrative Agent any and all financial or other information regarding such Guarantor or its property as Administrative Agent
may reasonably request in writing.


 


Section
11.        Stay of Acceleration. In the event that acceleration of
the time for payment of any of the Guaranteed Obligations is stayed, upon the insolvency, bankruptcy, or reorganization of Borrower
or any other person or entity, or otherwise, all such amounts shall nonetheless be payable by Guarantors immediately upon demand
by Administrative Agent.


 


Section
12.        INDEMNIFICATION AND Expenses.


 


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






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(b)        Each
Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called
an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee),
and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be
employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party
arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any
agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the
consummation of the transactions contemplated hereby, or, in the case of Administrative Agent and its Related Parties only, the
administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating
to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan
Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to
any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses
are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee or its Related Parties.


 


(c)        Each
Guarantor shall pay to Administrative Agent upon demand the amount of any and all costs and expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, that Administrative Agent may incur in connection with the administration
of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement
of any rights of any Credit Party in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 11, United
States Code) or any similar or successor statute. The obligations of Guarantors under the preceding sentence shall survive termination
of this Guaranty.


 


Section
13.        AMENDMENTS. No amendment, modification, termination, or
waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor from the terms and conditions hereof,
shall in any event be effective unless the same shall be in writing and signed by Administrative Agent and each Guarantor. Any
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.


 


Section 14.        Notices.
Any notice or other communication herein required or permitted to be given shall be in writing and shall be in accordance with
the provisions of Section 11.02 of the Term Loan Agreement. All notices or other communications hereunder shall be made
to the applicable address, as follows: (i) if addressed to Administrative Agent, then to the address specified for Administrative
Agent set forth on Schedule 11.02 of the Term Loan Agreement; and (ii) if addressed to any Guarantor, then to the address
as follows: c/o American Realty Capital, 405 Park Avenue, 15th Floor, New York, New York 10022, Attention:
William M. Kahane, Facsimile No.: (646) 861-7812, with a copy to c/o American Realty Capital, 405 Park Avenue, 15th Floor, New
York, New York 10022, Attention: Jesse C. Galloway, Facsimile No.: (646) 861-7804. Any party
to this Guaranty may change its address, telecopier or telephone number for notices and other communications in accordance with
the terms and provisions set forth in Section 11.02(d) of the Term Loan Agreement.


 


Section
15.        No Waiver; Enforceability. No failure by any Credit Party
to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law
or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity
of any other provision herein.


 



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Section
16.        Assignment. This Guaranty shall: (a) bind each Guarantor
and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the
prior written consent of Administrative Agent (and any attempted assignment without such consent shall be void); and (b) inure
to the benefit of each of the Credit Parties and their respective successors and assigns and the Credit Parties may, without notice
to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign or sell participations in the Guaranteed
Obligations and this Guaranty, in whole or in part. Each Guarantor agrees that the Credit Parties may disclose to any prospective
purchaser and any purchaser of all or part of the Guaranteed Obligations any and all information in the Credit Parties’ possession
concerning any Guarantor, this Guaranty, and any security for this Guaranty to the extent permitted under, and in compliance with,
the terms of the Term Loan Agreement.


 


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


 


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


 


Section
19.        Other Guarantees. Unless otherwise agreed by Administrative
Agent, the applicable Credit Party and Guarantors in writing, this Guaranty is not intended to supersede or otherwise affect any
other guaranty now or hereafter given by Guarantors for the benefit of the Credit Parties or any term or provision thereof.


 


Section
20.        REPRESENTATIONS AND WARRANTIES;
LOAN DOCUMENTS. By execution hereof, each Guarantor covenants and agrees that certain representations,
warranties, terms, covenants, and conditions set forth in the Loan Documents are applicable by their terms to such Guarantor and
shall be imposed upon such Guarantor, and each Guarantor reaffirms that each such representation and warranty is true and correct
and covenants and agrees to promptly and properly perform, observe, and comply with each such term, covenant, or condition. Moreover,
each Guarantor acknowledges and agrees that this Guaranty is subject to the setoff provisions as noted in Section 18 above in favor
of the Credit Parties. In the event the Term Loan Agreement or any other Loan Document shall cease to remain in effect for any
reason whatsoever during any period when any part of the Guaranteed Obligations remains unpaid, such terms, covenants, and agreements
of the Term Loan Agreement or such other Loan Document incorporated herein by this reference and which are, by their terms, made
applicable to any Guarantors shall nevertheless continue in full force and effect as obligations of each Guarantor under this Guaranty.


 


Section
21.        Additional Guarantors. The initial Guarantors hereunder
shall be each of the Subsidiary Guarantors of Borrower that are signatories hereto and that are listed on Schedule 1
attached hereto. From time to time subsequent to the date hereof, additional Subsidiary Guarantors of Borrower may become parties
hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty
in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to Administrative Agent, notice of
which is hereby waived by Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such
Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder
shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by Administrative
Agent not to cause any Subsidiary Guarantor of Borrower to become an Additional Guarantor hereunder. Subject to Section 22, this
Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes
or fails to become or ceases to be a Guarantor hereunder.






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Section
22.        Release of Guarantors. Subject to Section 10.10
of the Term Loan Agreement, a Guarantor may be released from its obligations under this Guaranty by Administrative Agent’s
execution of a Release of Guaranty in the form of Exhibit B attached hereto. Each Guarantor expressly agrees that
its obligations arising hereunder shall not be affected or diminished by the release of any other Guarantor hereunder.


 


Section
23.        GOVERNING LAW; JURISDICTION; ETC.


 


(a)        GOVERNING
LAW.        THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)        SUBMISSION
TO JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)        WAIVER OF
VENUE. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 23(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT.


 


(d)        SERVICE OF
PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02
OF THE TERM LOAN AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY APPLICABLE LAW.


 


(e)        Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 23.






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Section
24.        Counterparts. This Guaranty may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.


 


Section
25.         ACKNOWLEDGMENT OF BENEFITS; CONTRIBUTION; EFFECT OF AVOIDANCE PROVISIONS. 


 


(a) Each Guarantor
acknowledges that it has received, or will receive, significant financial and other benefits, either directly or indirectly, from
the proceeds of the Loans made by the Lenders to the Borrower pursuant to the Term Loan Agreement; that the benefits received by
such Guarantor are reasonably equivalent consideration for such Guarantor's execution of this Guaranty; and that such benefits
include, without limitation, the access to capital afforded to the Borrower pursuant to the Term Loan Agreement from which the
activities of such Guarantor will be supported, the refinancing of certain existing indebtedness of Borrower and such Guarantor
secured by such Guarantor’s Borrowing Base Properties from the proceeds of the Loans, and the ability to refinance that indebtedness
at a lower interest rate and otherwise on more favorable terms than would be available to it if the Borrowing Base Properties owned
by such Guarantor’s were being financed on a stand-alone basis and not as part of a pool of assets comprising the security
for the Obligations. Each Guarantor is executing this Guaranty and the other Loan Documents in consideration of those benefits
received by it.


 


(b)        Each Guarantor
hereby agrees as among themselves that, in connection with payments made hereunder, each Guarantor shall have a right of contribution
from each other Guarantor in accordance with applicable Law.  Such contribution rights shall be subordinate and subject in
right of payment to the Guaranteed Obligations until such time as the Guaranteed Obligations have been indefeasibly and irrevocably
paid in full, and none of the Guarantors shall exercise any such contribution rights until the Guaranteed Obligations have been
indefeasibly and irrevocably paid in full.


 


(c)        It is the intent
of each Guarantor, the Administrative Agent and the Lenders that in any proceeding under any Debtor Relief Laws, such Guarantor's
maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of
such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the other Lenders under the
Loan Documents) to be avoidable or unenforceable against such Guarantor in such proceeding as a result of applicable Laws, including,
without limitation, (i) Section 548 of the Bankruptcy Code of the United States and (ii) any state fraudulent transfer or fraudulent
conveyance act or statute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code of the United States
or otherwise. The Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or
any other obligations of such Guarantor to the Administrative Agent and the other Lenders under the Loan Documents) shall be determined
in any such proceeding are referred to herein as "Avoidance Provisions". Accordingly, to the extent that the obligations
of a Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guaranteed Obligations
for which such Guarantor shall be liable hereunder shall be reduced to the greater of (A) the amount which, as of the time any
of the Guaranteed Obligations are deemed to have been incurred by such Guarantor under the Avoidance Provisions, would not cause
the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the other
Lenders under the Loan Documents), to be subject to avoidance under the Avoidance Provisions or (B) the amount which, as of the
time demand is made hereunder upon such Guarantor for payment on account of the Guaranteed Obligations, would not cause the obligations
of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Lenders under the Loan
Documents), to be subject to avoidance under the Avoidance Provisions. In determining the limitations, if any, on the amount of
any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that
any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement
or applicable law shall be taken into account. The provisions under this Section are intended solely to preserve the rights of
the Administrative Agent and the Lenders hereunder to the maximum extent that would not cause the obligations of any Guarantor
hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right
or claim under this Section as against the Administrative Agent and the Lenders that would not otherwise be available to such Person
under the Avoidance Provisions.






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Section
26.        FINAL AGREEMENT. This Guaranty and the other Loan Documents constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. there are no unwritten oral agreements between the parties.


 


 


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Signature Pages Follow]


 


 


 


 


 


 



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


GUARANTORS:


 


	ARC ARABLOH001, LLC
	ARC ARABRNC001, LLC
	ARC ARBYCMI001, LLC
	ARC ARCBYPA001, LLC
	ARC ARCTDNY001, LLC
	ARC ARGIDNE001, LLC
	ARC ARHDNFL001, LLC
	ARC ARKTGOH001, LLC
	ARC ARMLNSC001, LLC
	ARC AROCTNY001, LLC
	ARC ARPBLCO001, LLC
	ARC ARPCLFL001, LLC
	ARC ARPHRFL001, LLC
	ARC ARPQAOH001, LLC
	ARC ARRLDMS001, LLC
	ARC ARRTDNY001, LLC
	ARC ARSPHFL001,LLC
	ARC ARVCTTX001, LLC
	ARC AZCLBSC001, LLC
	ARC BFABQNM001, DST
	ARC BFALLTX001, DST
	ARC BFCHSVA001, LLC
	ARC BFCRWTX001, DST
	ARC BFDRDMO001, LLC
	ARC BFEDMOK001, LLC
	ARC BFLGCTX001, DST
	ARC BFMDBFL001, LLC
	ARC BFMWKWI001, LLC
	ARC BFNRFNJ001, LLC
	
        ARC BFOKCOK001, LLC, each a Delaware limited liability company

         



 


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


 


 





Signature Page to


Subsidiary Guaranty Agreement








    	 



    	 



    



 





	
ARC BFOWAOK001, LLC	 
	ARC BFRKWTX001, DST	 
	ARC BFTULOK001, LLC	 
	ARC BFWTFTX001, DST	 
	ARC BFYKNOK001, LLC	 
	ARC BJBBGSC001, LLC	 
	ARC BJBUFGA001, LLC	 
	ARC BJGRFNC001, LLC	 
	ARC BJHLBNC001,LLC	 
	ARC BJHPTNC001, LLC	 
	ARC BJHWLGA001, LLC	 
	ARC BJINMSC001, LLC	 
	ARC BJLNCNC001, LLC	 
	ARC BJNPTAL001, LLC	 
	ARC BJPDNSC001, LLC	 
	ARC BJRFDNC001, LLC	 
	ARC BJTSVNC001, LLC	 
	ARC BJWKTNC001, LLC	 
	ARC BSPSCAR001, LLC	 
	ARC CAOMHNE001, LLC	 
	ARC CCALBGA001, LLC	 
	ARC CVCHSNY001, LLC	 
	ARC CVDRYFL001, LLC	 
	ARC CVRKRNC001, LLC	 
	ARC DDBLKID001, LLC	 
	ARC DDENTAL001, LLC	 
	ARC DDSLVPA001, LLC	 
	ARC DFLVPIL001, LLC	 
	ARC DFWCHKS001, LLC	 
	ARC DGABBLA001, LLC	 
	ARC DGADLAL001, LLC	 
	ARC DGALSMI001, LLC	 
	ARC DGBKYMI001, LLC	 
	ARC DGBMNOH001, LLC	 
	ARC DGBMTTX001, LLC	 
	ARC DGBNTMO001, LLC	 
	ARC DGBSMAL001, LLC	 
	ARC DGBSNKY001, LLC	 
	ARC DGCATIL001, LLC	 
	ARC DGCCPMO001, LLC, each a Delaware limited liability company
	 
	 	 


 


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


 


Signature Page to


Subsidiary Guaranty Agreement









    	 



    	 



    
 


 


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


 


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


 


 


Signature Page to


Subsidiary Guaranty Agreement






    	 



    	 



    



 


	
        ARC DGMTSIA001, LLC

        ARC DGNMKMI001, LLC

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


 


 





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


 





Signature Page to


Subsidiary Guaranty Agreement









    	 



    	 



    
 


 


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


 





 


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


 





Signature Page to


Subsidiary Guaranty Agreement


 






    	 



    	 



    
 


	ARC IHBRGLA001, LLC
	ARC IHSAL0R001, LLC
	ARC JJAMHNY001, LLC
	ARC JJLKGNY001, LLC
	ARC JJPLYMA001, LLC
	ARC JJWATNJ001, LLC
	ARC KGADRIA001, LLC
	ARC KGBLVMO001, LLC
	ARC KGBLVMO002, LLC
	ARC KGFGRMO001, LLC
	ARC KGHLSMO001, LLC
	ARC KGMNTMO001, LLC
	ARC KGNLAIA001, LLC
	ARC KGSPFMO001, LLC
	ARC KGSPFMO002, LLC
	ARC KGSPFMO003, LLC
	ARC KGSPFMO004, LLC
	ARC KGSPFMO005, LLC
	ARC KGSPFMO006, LLC
	ARC KGSPFMO007, LLC
	ARC KGSPFMO008, LLC
	ARC KGWYVMO001, LLC
	ARC LWAUGGA001, LLC
	ARC MBOKCOK001, LLC
	ARC MBWESTX001, LLC
	ARC NTDLVGA001, LLC
	ARC NTKNSGA001, LLC
	ARC NTLBNGA001, LLC
	ARC ORBVAMI001, LLC
	ARC ORRSVMI001, LLC, each a Delaware limited liability company


 


 


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


 


 


Signature Page to


Subsidiary Guaranty Agreement






    	 



    	 



    



 


 


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


 


 


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


 


Signature Page to


Subsidiary Guaranty Agreement









    	 



    	 



    
 





	ARC WGFSTMS001, LLC
	ARC WGLSPGA001, LLC
	ARC WGMRCLA001, LLC
	ARC WGPTHNY001 LLC
	ARC WGQNSNY001 LLC
	ARC WGQNSNY002 LLC
	ARC WGQNSNY003 LLC
	ARC WMEBBPA001, LLC
	ARC WPMRNOH001, LLC
	CRE JV Mixed Five IL 1 Branch Holdings LLC, each a Delaware limited liability company


 


 


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


 


 


 


 


 


 





Signature Page to


Subsidiary Guaranty Agreement


 






    	 



    	 



    
 


ADMINISTRATIVE AGENT:


	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Matthew Ricketts	 
	 	 	Name: Matthew Ricketts	 
	 	 	Title: Managing Director	 


 


 


 


 


 


 


 


Signature Page to


Subsidiary Guaranty Agreement





 



    	 



    	 



    
 


 


SCHEDULE 1


INITIAL GUARANTORS


 


 


	1	 ARC JJWATNJ001, LLC
	2	 ARC JJAMHNY001, LLC
	3	 ARC JJLKGNY001, LLC
	4	 ARC JJPLYMA001, LLC
	5	 ARC IHBRGLA001, LLC
	6	 ARC IHSAL0R001, LLC
	7	 ARC DGSMTFL001, LLC
	8	 ARC CCALBGA001, LLC
	9	 ARC DGWLLMI001, LLC
	10	 ARC DGALSMI001, LLC
	11	 ARC DGSPHMI001, LLC
	12	 ARC DGBKYMI001, LLC
	13	 ARC DGCPMMI001, LLC
	14	 ARC DGNMKMI001, LLC
	15	 ARC DFWCHKS001, LLC
	16	 ARC DDENTAL001, LLC
	17	 ARC BJNPTAL001, LLC
	18	 ARC BJBUFGA001, LLC
	19	 ARC BJLNCNC001, LLC
	20	 ARC BJGRFNC001, LLC
	21	 ARC BJHLBNC001,LLC
	22	 ARC BJINMSC001, LLC
	23	 ARC BJTSVNC001, LLC
	24	 ARC BJHPTNC001, LLC
	25	 ARC BJWKTNC001, LLC
	26	 ARC BJHWLGA001, LLC
	27	 ARC BJRFDNC001, LLC
	28	 ARC BJBBGSC001, LLC
	29	 ARC BJPDNSC001, LLC
	30	 ARC DGFLNLA001, LLC
	31	 ARC DGPVTLA001, LLC
	32	 ARC ORWFDMI001, LLC
	33	 ARC DDBLKID001, LLC
	34	 ARC WGFSTMS001, LLC
	35	 ARC SEMTDFL001, LLC
	36	 ARC BFMWKWI001, LLC
	37	 ARC NTDLVGA001, LLC
	38	 ARC NTLBNGA001, LLC



 


 



    	Schedule 1



    	 



    



 


 


	39	 ARC NTKNSGA001, LLC
	40	 ARC CVDRYFL001, LLC
	41	 ARC BFDRDMO001, LLC
	42	 ARC BFNRFNJ001, LLC
	43	 ARC NTCHSVA001, LLC
	44	 ARC DGABBLA001, LLC
	45	 ARC FEBTMMD001, LLC
	46	 ARC SEBRDFL001, LLC
	47	 ARC DGMNRLA001, LLC
	48	 ARC PBNWLPA001, LLC
	49	 ARC PBSTKCA001, LLC
	50	 ARC PBLVGNV001, LLC
	51	 ARC WMEBBPA001, LLC
	52	 ARC USMNEMN001, LLC
	53	 ARC WGACWGA001, LLC
	54	 ARC WGLSPGA001, LLC
	55	 ARC TPCANNY001, LLC
	56	 ARC ARABLOH001, LLC
	57	 ARC ARABRNC001, LLC
	58	 ARC ARBYCMI001, LLC
	59	 ARC ARCBYPA001, LLC
	60	 ARC ARCTDNY001, LLC
	61	 ARC ARGIDNE001, LLC
	62	 ARC ARHDNFL001, LLC
	63	 ARC ARKTGOH001, LLC
	64	 ARC ARMLNSC001, LLC
	65	 ARC AROCTNY001, LLC
	66	 ARC ARPBLCO001, LLC
	67	 ARC ARPCLFL001, LLC
	68	 ARC ARPHRFL001, LLC
	69	 ARC ARPQAOH001, LLC
	70	 ARC ARRLDMS001, LLC
	71	 ARC ARRTDNY001, LLC
	72	 ARC ARSPHFL001,LLC
	73	 ARC ARVCTTX001, LLC
	74	 ARC AZCLBSC001, LLC
	75	 ARC BFABQNM001, DST
	76	 ARC BFALLTX001, DST
	77	 ARC BFCRWTX001, DST
	78	 ARC BFEDMOK001, LLC
	79	 ARC BFLGCTX001, DST
	80	 ARC BFMDBFL001, LLC



 






    	Schedule 1



    	 



    
 


 


	81	 ARC BFOKCOK001, LLC
	82	 ARC BFOWAOK001, LLC
	83	 ARC BFRKWTX001, DST
	84	 ARC BFTULOK001, LLC
	85	 ARC BFWTFTX001, DST
	86	 ARC BFYKNOK001, LLC
	87	 ARC BSPRCAR001, LLC
	88	 ARC CAOMHNE001, LLC
	89	 ARC CVCHSNY001, LLC
	90	 ARC CVRKRNC001, LLC
	91	 ARC DDSLVPA001, LLC
	92	 ARC DFLVPIL001, LLC
	93	 ARC DGADLAL001, LLC
	94	 ARC DGBMNOH001, LLC
	95	 ARC DGBMTTX001, LLC
	96	 ARC DGBNTMO001, LLC
	97	 ARC DGBSMAL001, LLC
	98	 ARC DGBSNKY001, LLC
	99	 ARC DGCATIL001, LLC
	100	 ARC DGCCPMO001, LLC
	101	 ARC DGCDNOH001, LLC
	102	 ARC DGCLBIL001, LLC
	103	 ARC DGCNTMI001, LLC
	104	 ARC DGCPCTX001, LLC
	105	 ARC DGCRGIL001, LLC
	106	 ARC DGCVLAL001, LLC
	107	 ARC DGDRNKY001, LLC
	108	 ARC DGDSNLA001, LLC
	109	 ARC DGDTNOH001, LLC
	110	 ARC DGELSTX001, LLC
	111	 ARC DGFYTOH001, LLC
	112	 ARC DGGDNMI001, LLC
	113	 ARC DGGNSTX001, LLC
	114	 ARC DGIWNGA001, LLC
	115	 ARC DGJSNMO001, LLC
	116	 ARC DGJSPAL001, LLC
	117	 ARC DGJSPAL002, LLC
	118	 ARC DGJSPAL003, LLC
	119	 ARC DGKGNOH001, LLC
	120	 ARC DGLFTLA001, LLC
	121	 ARC DGLRHFL001, LLC
	122	 ARC DGLTCMI001, LLC







    	Schedule 1



    	 



    
 


 


	123	 ARC DGLVLLA001, LLC
	124	 ARC DGMCLMI001, LLC
	125	 ARC DGMLVLA001, LLC
	126	 ARC DGMMTLA001, LLC
	127	 ARC DGMTATX001, LLC
	128	 ARC DGMTSIA001, LLC
	129	 ARC DGNPTOH001, LLC
	130	 ARC DGOKHOH001, LLC
	131	 ARC DGOLKAL001, LLC
	132	 ARC DGOLSLA001, LLC
	133	 ARC DGOROMO001, LLC
	134	 ARC DGPNKMI001, LLC
	135	 ARC DGQNCMO001, LLC
	136	 ARC DGRBLLA001, LLC
	137	 ARC DGSATTX001, LLC
	138	 ARC DGSBTTN001, LLC
	139	 ARC DGSHNMI001, LLC
	140	 ARC DGSLBAL001, LLC
	141	 ARC DGSSTAL001, LLC
	142	 ARC DGSTJMI001, LLC
	143	 ARC DGSVLOH001, LLC
	144	 ARC DGTBYAL001, LLC
	145	 ARC DGTKSMI001, LLC
	146	 ARC DGUVLMO001, LLC
	147	 ARC DGWTLIA001, LLC
	148	 ARC FECNTOH001, LLC
	149	 ARC FEEGBNY001, LLC
	150	 ARC FEGRNOH001, LLC
	151	 ARC FENPXAZ001, LLC
	152	 ARC FESAGMI001, LLC
	153	 ARC FESHRTX001, LLC
	154	 ARC FEWLBNH001, LLC
	155	 ARC GSBRKNY001, LLC
	156	 ARC GSBRNTX001, LLC
	157	 ARC GSCOSCO001, LLC
	158	 ARC GSDALTX001, LLC
	159	 ARC GSEAGTX001, LLC
	160	 ARC GSKNXTN001, LLC
	161	 ARC GSNPRFL001, LLC
	162	 ARC GSPARTX001, LLC
	163	 ARC GSPARWV001, LLC
	164	 ARC GSREDCA001, LLC



 






    	Schedule 1



    	 



    
 


 


	165	 ARC GSSCYIA001, LLC
	166	 ARC GSSVAAZ001, LLC
	167	 ARC HVHVPA0001 GP LLC
	168	 ARC HVLHNPA001 GP LLC
	169	 ARC HVLNDPA001 GP LLC
	170	 ARC HVLNDPA002 GP LLC
	171	 ARC HVLRKPA001 GP LLC
	172	 ARC HVLSDPA001 GP LLC
	173	 ARC HVPMTPA001 GP LLC
	174	 ARC HVSGHPA001 GP LLC
	175	 ARC HVSHPA0001 GP LLC
	176	 ARC HVSPKPA001 GP LLC
	177	 ARC HVSTNPA001 GP LLC
	178	 ARC HVSTNPA002 GP LLC
	179	 ARC HVSVPA0001 GP LLC
	180	 ARC HVWPTPA001 GP LLC
	181	 ARC HVWYMPA001 GP LLC
	182	 ARC KGADRIA001, LLC
	183	 ARC KGBLVMO001, LLC
	184	 ARC KGBLVMO002, LLC
	185	 ARC KGFGRMO001, LLC
	186	 ARC KGHLSMO001, LLC
	187	 ARC KGMNTMO001, LLC
	188	 ARC KGNLAIA001, LLC
	189	 ARC KGSPFMO001, LLC
	190	 ARC KGSPFMO002, LLC
	191	 ARC KGSPFMO003, LLC
	192	 ARC KGSPFMO004, LLC
	193	 ARC KGSPFMO005, LLC
	194	 ARC KGSPFMO006, LLC
	195	 ARC KGSPFMO007, LLC
	196	 ARC KGSPFMO008, LLC
	197	 ARC KGWYVMO001, LLC
	198	 ARC LWAUGGA001, LLC
	199	 ARC MBOKCOK001, LLC
	200	 ARC MBWESTX001, LLC
	201	 ARC ORBVAMI001, LLC
	202	 ARC ORRSVMI001, LLC
	203	 ARC ORSGNMI001, LLC
	204	 ARC PMOTTIL001, LLC
	205	 ARC RNAUGGA001, LLC
	206	 ARC RNDKSTN001, LLC







    	Schedule 1



    	 



    
 


 


	207	ARC RNKSCKS001, LLC
	208	ARC RNMPHTN001, LLC
	209	ARC RNNAUSC001, LLC
	210	ARC RNNCSIN001, LLC
	211	ARC RNSMPTN001, LLC
	212	ARC RNSVLGA001, LLC
	213	ARC RNVLDGA001, LLC
	214	ARC TJPTLME001, LLC
	215	ARC TSFRCSC001, LLC
	216	ARC TSKMZMI001, LLC
	217	ARC TSMDNGA001, LLC
	218	ARC TSPTKCT001, LLC
	219	ARC VACLDID001, LLC
	220	ARC WGANGNY001, LLC
	221	ARC WGBKLNY001 LLC
	222	ARC WGBKLNY002 LLC
	223	ARC WGELKIN001, LLC
	224	ARC WGMRCLA001, LLC
	225	ARC WGPTHNY001 LLC
	226	ARC WGQNSNY001 LLC
	227	ARC WGQNSNY002 LLC
	228	ARC WGQNSNY003 LLC
	229	ARC WPMRNOH001, LLC
	230	CRE JV Mixed Five IL 1 Branch Holdings LLC


 


 



    	Schedule 1



    	 



    
 


 


EXHIBIT A


 


COUNTERPART TO SUBSIDIARY GUARANTY AGREEMENT


 


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


 


 





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


 


 


 


 



    	Exhibit A



    	 



    
 


 


EXHIBIT B


 


FORM OF RELEASE OF GUARANTOR


 


 


In witness whereof, the undersigned Administrative
Agent, on behalf of the Credit Parties, hereby releases and discharges ____________________ from any and all obligations and liabilities
of ____________________ to the Credit Parties under that certain Subsidiary Guaranty Agreement dated as of April 16, 2012 executed
by the Subsidiary Guarantors of American Realty Capital Operating Partnership, LP, a Delaware limited partnership, described therein
in favor of Administrative Agent for the benefit of the Credit Parties.


 


Wells Fargo Bank, National Association, as Administrative Agent


 


 


	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


 


 








    	Exhibit B