Loan No. 33-0914451


 


GUARANTY OF RECOURSE OBLIGATIONS


 


This Guaranty of Recourse
Obligations is executed and delivered, as of this 22nd day of February, 2012, FOR VALUE RECEIVED, and to induce WELLS
FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor,
MAC A0227-020, Oakland, California 94612 (together with its successors and/or assigns, “Lender”), to lend
to THE ENTITIES LISTED ON SCHEDULE I (individually and/or collectively, as the context may require, “Borrower”),
each a Delaware limited liability company and each having its principal place of business at 405 Park Avenue, 15th Floor,
New York, New York 10022, the principal sum of THIRTY-SIX MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($36,600,000.00) (the
“Loan”), evidenced by that certain Promissory Note (as the same may be amended, restated, replaced, split or
otherwise modified, the “Note”) and that certain Loan Agreement (as the same may be amended, restated, replaced
or otherwise modified the “Loan Agreement”) and secured by the Security Instrument (as defined in the Loan Agreement).
The Note, the Security Instrument, the Loan Agreement and all other documents, agreements and certificates executed and/or delivered
in connection with the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time,
are collectively referred to herein as the “Loan Documents”. The undersigned, AMERICAN REALTY CAPITAL OPERATING
PARTNERSHIP III, L.P., a Delaware limited partnership, having an address at 405 Park Avenue, 15th Floor,
New York, New York 10022 (hereinafter referred to as “Guarantor”), hereby absolutely and unconditionally guarantees
to Lender the prompt and unconditional payment of the Guaranteed Obligations (hereinafter defined). Capitalized terms not otherwise
defined herein have the meanings set forth in the Loan Agreement.


 


1.          It
is expressly understood and agreed that this is a continuing guaranty and that the obligations of Guarantor hereunder are and shall
be absolute under any and all circumstances, without regard to the validity, regularity or enforceability of the Note, the Loan
Agreement, the Security Instrument or the other Loan Documents, a true copy of each of said documents Guarantor hereby acknowledges
having received and reviewed.


 


2.          The
term “Debt” as used in this Guaranty of Recourse Obligations (this “Guaranty”) shall mean
the principal sum evidenced by the Note and secured by the Security Instrument, or so much thereof as may be outstanding from time
to time, together with interest thereon at the rate of interest specified in the Loan Agreement and all other sums and any Additional
Interest due and payable pursuant to the Interest Rate Protection Agreement.


 


3.          The
term “Guaranteed Obligations” as used in this Guaranty shall mean all obligations and liabilities of Borrower
for which Borrower shall be personally liable pursuant to Article 13 of the Loan Agreement.


 



    	 



    	 



    

 


4.          Any
indebtedness of Borrower to Guarantor now or hereafter existing (including, but not limited to, any rights to subrogation Guarantor
may have as a result of any payment by Guarantor under this Guaranty), together with any interest thereon, shall be, and such indebtedness
is, hereby deferred, postponed and subordinated to the prior payment in full of the Debt. Until payment in full of the Debt (and
including interest accruing on the Note after the commencement of a proceeding by or against Borrower under the Bankruptcy Code,
which interest the parties agree shall remain a claim that is prior and superior to any claim of Guarantor notwithstanding any
contrary practice, custom or ruling in cases under the Bankruptcy Code generally), Guarantor agrees not to accept any payment or
satisfaction of any kind of indebtedness of Borrower to Guarantor and hereby assigns such indebtedness to Lender, including the
right to file proof of claim and to vote thereon in connection with any such proceeding under the Bankruptcy Code, including the
right to vote on any plan of reorganization. Further, if Guarantor shall comprise more than one person, firm or corporation, Guarantor
agrees that until such payment in full of the Debt, (a) no one of them shall accept payment from the others by way of contribution
on account of any payment made hereunder by such party to Lender, (b) no one of them will take any action to exercise or enforce
any rights to such contribution, and (c) if any of Guarantor should receive any payment, satisfaction or security for any
indebtedness of Borrower to any of Guarantor or for any contribution by the others of Guarantor for payment made hereunder by the
recipient to Lender, the same shall be delivered to Lender in the form received, endorsed or assigned as may be appropriate for
application on account of, or as security for, the Debt and until so delivered, shall be held in trust for Lender as security for
the Debt.


 


5.          Guarantor
agrees that, with or without notice or demand, Guarantor will reimburse Lender, to the extent that such reimbursement is not made
by Borrower, for all costs and expenses (including reasonable counsel fees) incurred by Lender in connection with the collection
of the Guaranteed Obligations or any portion thereof or with the enforcement of this Guaranty.


 


6.          All
moneys available to Lender for application in payment or reduction of the Debt may be applied by Lender in such manner and in such
amounts and at such time or times and in such order and priority as Lender may see fit to the payment or reduction of such portion
of the Debt as Lender may elect.


 



    	 



    	 



    

 


7.          Guarantor
waives: (a) any defense based upon any legal disability or other defense of Borrower, any other guarantor or other person,
or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable
under the Loan Agreement or any of the other Loan Documents; (b) any defense based upon any lack of authority of the officers,
directors, partners or agents acting or purporting to act on behalf of Borrower or any principal of Borrower or any defect in the
formation of Borrower or any principal of Borrower; (c) any defense based upon the application by Borrower of the proceeds
of the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor;
(d) all rights and defenses arising out of an election of remedies by Lender; (e) any defense based upon Lender’s
failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing
on Borrower’s ability to pay all sums payable under the Loan Agreement or any of the other Loan Documents; (f) any defense
based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any
other respects more burdensome than that of a principal; (g) any defense based upon Lender’s election, in any proceeding
instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute;
(h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code;
(i) presentment, demand, protest and notice of any kind; and (j) the benefit of any statute of limitations affecting
the liability of Guarantor hereunder or the enforcement hereof. In addition, Guarantor waives all rights and defenses that Guarantor
may have because Borrower’s debt is secured by real property. This means, among other things: (1) Lender may collect
from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; and (2) if Lender
forecloses on any real property collateral pledged by Borrower, then (i) the amount of the Debt may be reduced only by the
price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and
(ii) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right
Guarantor may have to collect from Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and
defenses Guarantor may have because Borrower’s debt is secured by real property. Finally, Guarantor agrees that the payment
of all sums payable under the Loan Agreement or any of the other Loan Documents or any part thereof or other act which tolls any
statute of limitations applicable to the Note or the other Loan Documents shall similarly operate to toll the statute of limitations
applicable to Guarantor’s liability hereunder.


 


Guarantor hereby acknowledges
that: (a) as part of Lender's consideration for entering into this transaction, Lender has specifically bargained for the
waiver and relinquishment by Guarantor of all such defenses and (b) Guarantor has had the opportunity to seek and receive
legal advice from skilled legal counsel in the area of financial transactions of the type reflected in this Guaranty and the Loan
Documents.  Guarantor hereby represents and confirms to Lender that Guarantor is fully informed regarding, and that Guarantor
does thoroughly understand, (i) the nature of all such possible defenses, (ii) the circumstances under which those defenses
may arise, (iii) the benefits which those defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor
of waiving those defenses. Guarantor acknowledges that Guarantor has entered into this Guaranty, and both undertaken Guarantor's
obligations and given its unconditional waiver with the intent that this Guaranty and all such waivers shall be fully enforceable
by Lender, and that Lender has been induced to enter into this transaction in material reliance upon the presumed full enforceability
thereof.


 



    	 



    	 



    

 


8.          Guarantor
further agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected
or impaired by reason of (a) the assertion by Lender of any rights or remedies which it may have under or with respect to
either the Note, the Loan Agreement, the Security Instrument, or the other Loan Documents, against any Person obligated thereunder
or against the owner of the Property, (b) any failure to file or record any of such instruments or to take or perfect any
security intended to be provided thereby, (c) the release or exchange of any property covered by the Security Instrument or
other collateral for the Loan, (d) Lender’s failure to exercise, or delay in exercising, any such right or remedy or
any right or remedy Lender may have hereunder or in respect to this Guaranty, (e) the commencement of a case under the Bankruptcy
Code by or against any Person obligated under the Note, the Loan Agreement, the Security Instrument or the other Loan Documents,
or the death of any Guarantor, (f) by any partial or total transfer or pledge of the interests in Borrower, or in any direct
or indirect owner of Borrower, and/or the reconstitution of Borrower as a result of such transfer or pledge, regardless of whether
any of the foregoing is permitted under the Loan Documents, or (g) any payment made on the Debt or any other indebtedness
arising under the Note, the Loan Agreement, the Security Instrument or the other Loan Documents, whether made by Borrower or Guarantor
or any other person, which is required to be refunded pursuant to any bankruptcy or insolvency law; it being understood that no
payment so refunded shall be considered as a payment of any portion of the Debt, nor shall it have the effect of reducing the liability
of Guarantor hereunder. In the event that pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor
relief law or any judgment, order or decision thereunder Lender must rescind or restore any payment or any part thereof received
by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of
this Guaranty given to Guarantor by Lender shall be without effect and this Guaranty shall remain in full force and effect. It
is the intention of Borrower and Guarantor that the Guaranteed Obligations hereunder shall not be discharged except by Guarantor’s
performance of such Guaranteed Obligations and then only to the extent of such performance. It is further understood, that if Borrower
shall have taken advantage of, or be subject to the protection of, any provision in the Bankruptcy Code, the effect of which is
to prevent or delay Lender from taking any remedial action against Borrower, including the exercise of any option Lender has to
declare the Debt due and payable on the happening of any default or event by which under the terms of the Note, the Loan Agreement,
the Security Instrument or the other Loan Documents, the Debt shall become due and payable, Lender may, as against Guarantor, nevertheless,
declare the Debt due and payable and enforce any or all of its rights and remedies against Guarantor provided for herein.


 


9.          Guarantor
warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions
precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless
of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor
has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information
pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto, and the status
of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from
such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has
not made any representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously
delivered to Lender are true and correct in all respects, have been prepared in accordance with GAAP or in accordance with other
principles acceptable to Lender in its reasonable discretion (consistently applied) and fairly present the financial condition
of Guarantor in all material respects as of the respective dates thereof, and no material adverse change has occurred in the financial
condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent
of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s
assets, other than in the ordinary course of Guarantor’s business; and (f) Guarantor has not and will not cause or consent
to any action or failure to act that would result in Borrower failing to be at all times a “single purpose entity”
as described in Article 5 of the Loan Agreement.


 



    	 



    	 



    

 


10.         So
long as the Loan or any other obligation guaranteed hereby remains outstanding (other than, following the termination of the Loan
Agreement and all other Loan Documents, contingent indemnification obligations as to which no claim has been made), Guarantor shall
provide to Lender (i) within ninety (90) days after the end of each fiscal year, (A) financial statements of Guarantor,
prepared on a consolidated basis, covering the corresponding period then ended including a balance sheet and an income and expenses
statement and (B) a statement of cash flow, prepared on a consolidated basis, prepared by an independent certified public
accountant, reasonably acceptable to Lender, each of such statements delivered pursuant to this clause (i) shall be certified
as being true and correct by a Responsible Officer of Guarantor and (ii) such other information reasonably requested by Lender
and reasonably available to Guarantor. Guarantor agrees that all financial statements to be delivered
to Lender pursuant to this Section 10 shall: (i) be complete and correct in all material respects; (ii) present
fairly and accurately the financial condition of Guarantor; (iii) disclose all liabilities that are required to be reflected
or reserved against; and (iv) be prepared (A) in hardcopy and electronic formats and (B) in accordance with the
Approved Accounting Method. Guarantor shall be deemed to warrant and represent that, as of the date of delivery of any such financial
statement, there has been no material adverse change in financial condition, since the date of such financial statement except
as disclosed by Guarantor in a writing delivered to Lender. Guarantor agrees that all financial statements shall not contain any
misrepresentation or omission of a material fact which would make such financial statements inaccurate, incomplete or otherwise
misleading in any material respect. 


 


Furthermore, each legal
entity and individual obligated on this Guaranty hereby authorizes Lender, at Lender’s sole cost, to order and obtain from
a credit reporting agency of Lender’s choice, a third party credit report on such legal entity and individual.


 


11.         Guarantor
further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal
of the Note, the Loan Agreement, the Security Instrument, or any of the other Loan Documents, that Lender shall not be under a
duty to protect, secure or insure any security or lien provided by the Security Instrument or other such collateral, and that other
indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without
notice to, or further consent of, Guarantor.


 



    	 



    	 



    

 


12.         As
a further inducement to Lender to make the Loan and in consideration thereof, Guarantor further covenants and agrees (a) that
in any action or proceeding brought by Lender against Guarantor on this Guaranty, Guarantor shall and does hereby waive trial by
jury, (b) Guarantor will maintain a place of business or an agent for service of process in the State of New York, and give
prompt notice to Lender of the address of such place of business and of the name and address of any new agent appointed by it,
as appropriate, (c) the failure of Guarantor’s agent for service of process to give it notice of any service of process
will not impair or affect the validity of such service or of any judgment based thereon, (d) if, despite the foregoing, there
is for any reason no agent for service of process of Guarantor available to be served, and if Guarantor at that time has no place
of business in the State of New York then Guarantor irrevocably consents to service of process by registered or certified mail,
postage prepaid, to it at its address given in or pursuant to the first paragraph hereof, Guarantor hereby waiving personal service
thereof, (e) that within thirty days after such mailing, Guarantor so served shall appear or answer to any summons and complaint
or other process and should Guarantor so served fail to appear or answer within said thirty-day period, said Guarantor shall be
deemed in default and judgment may be entered by Lender against the said party for the amount as demanded in any summons and complaint
or other process so served, (f) Guarantor initially and irrevocably designates Timothy Fitzgerald, with offices on the date
hereof at c/o Bond, Schoeneck & King, PLLC, Linden Oaks, Suite 310, Rochester, New York 14625, to receive for and on behalf
of Guarantor service of process in the State of New York with respect to this Guaranty, (g) with respect to any claim or action
arising hereunder, Guarantor (i) irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New York
located in the County of New York and any United States District Court located in the County of New York, and appellate courts
from any thereof, and (ii) irrevocably waives any objection which it may have at any time to the laying on venue of any suit,
action or proceeding arising out of or relating to this Guaranty brought in any such court, irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and (h) nothing in this
Guaranty will be deemed to preclude Lender from bringing an action or proceeding with respect hereto in the State where any Individual
Property is located.


 


13.         This
is a guaranty of payment and not of collection and upon the Guaranteed Recourse Obligations of Borrower not being paid when due
or upon any Event of Default of Borrower under the Note, the Loan Agreement, the Security Instrument or the other Loan Documents,
Lender may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount
of the liability hereunder or any portion thereof, without proceeding against Borrower or any other person, or foreclosing upon,
selling, or otherwise disposing of or collecting or applying against any of the mortgaged property or other collateral for the
Loan.


 


14.         Each
reference herein to Lender shall be deemed to include its successors and assigns, to whose favor the provisions of this Guaranty
shall also inure. Each reference herein to Guarantor shall be deemed to include the heirs, executors, administrators, legal representatives,
successors and assigns of Guarantor, all of whom shall be bound by the provisions of this Guaranty.


 



    	 



    	 



    

 


15.         If
any party hereto shall be a partnership, the agreements and obligations on the part of Guarantor herein contained shall remain
in force and application notwithstanding any changes in the individuals composing the partnership and the term “Guarantor”
shall include any altered or successive partnerships but the predecessor partnerships and their partners shall not thereby be released
from any obligations or liability hereunder.


 


16.         It
is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional
under any and all circumstances and that until the Guaranteed Obligations are fully and finally paid and performed, and not subject
to refund or disgorgement, the obligations and liabilities of Guarantor hereunder shall not be discharged or released, in whole
or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge
or release of a Guarantor. This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and
shall survive the exercise of any remedy by Lender under the Security Instrument or any of the other Loan Documents, including,
without limitation, any foreclosure or deed in lieu of foreclosure.


 


17.         All
understandings, representations and agreements heretofore had with respect to this Guaranty are merged into this Guaranty which
alone fully and completely expresses the agreement of Guarantor and Lender.


 


18.         This
Guaranty may be executed in one or more counterparts by some or all of the parties hereto, each of which counterparts shall be
an original and all of which together shall constitute a single agreement of Guaranty. The failure of any party hereto to execute
this Guaranty, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.


 


19.         This
Guaranty may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act
on the part of Lender or Borrower, but only by an agreement in writing signed by the party against whom enforcement of any modification,
amendment, waiver, extension, change, discharge or termination is sought.


 


20.         This
Guaranty shall be deemed to be a contract entered into pursuant to the laws of the State of New York (including, but not limited
to, with respect to matters of performance) and shall in all respects be governed, construed, applied and enforced in accordance
with applicable federal law and the laws of the State of New York, without reference or giving effect to any choice of law doctrine.


 


21.         Guarantor
(and its representative, executing below, if any) hereby warrants, represents and covenants to Lender that:


 


(a)          Guarantor
is duly organized and existing and in good standing under the laws of the state in which such entity is organized. Guarantor is
currently qualified or licensed (as applicable) and shall remain qualified or licensed to do business in each jurisdiction in which
the nature of its business requires it to be so qualified or licensed.


 



    	 



    	 



    

 


(b)          The
execution and delivery by Guarantor (and its representative executing below, if any) of the Loan Documents to which Guarantor is
a party has been duly authorized and the Loan Documents to which Guarantor is a party constitute valid and binding obligations
of Guarantor, enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency,
moratorium or other laws affecting the enforcement of creditors’ rights, or by the application of rules of equity.


 


(c)          The
execution, delivery and performance by Guarantor of each of the Loan Documents to which Guarantor is a party do not violate any
provision of any law or regulation, or result in any breach or default under any contract, obligation, indenture or other instrument
to which Guarantor is a party or by which Guarantor is bound.


 


(d)          There
are no pending or, to Guarantor’s knowledge, threatened actions, claims, investigations, suits or proceedings before any
governmental authority, court or administrative agency which affect the financial condition or operations of Guarantor, Borrower
and/or the Property.


 


(e)          There
are no pending assessments or adjustments of Guarantor’s income tax payable with respect to any year.


 


(f)          None
of the transactions contemplated by the Loan Documents will be or have been made with an actual intent to hinder, delay or defraud
any present or future creditors of Borrower or Guarantor, and Borrower and Guarantor, on the date hereof, will have received fair
and reasonably equivalent value in good faith for the continued grant of the liens or security interests effected by the Loan Documents.
As of the date hereof, Borrower and Guarantor are solvent and will not be rendered insolvent by the transactions contemplated by
the Loan Documents. As of the date hereof, Borrower and Guarantor are able to pay their respective debts as they become due.


 


(g)          Guarantor
shall promptly notify Lender in writing of any litigation pending or threatened in writing against Guarantor that could reasonably
be expected to have a Material Adverse Effect.


 


(h)          As
of the date hereof and continuing thereafter for the term of the Loan, the representations and warranties set forth in Sections 3.7,
3.8, 3.21, 3.28 and 3.29 of the Loan Agreement are true and correct with respect to Guarantor, it being understood that wherever
the term “Borrower” is used in each the foregoing sections it shall be deemed to be “Guarantor”.


 


(i)          Guarantor
shall keep and maintain or will cause to be kept and maintained proper and accurate books and records reflecting the financial
affairs of Guarantor. Lender shall have the right from time to time during normal business hours upon reasonable notice to Guarantor
to examine such books and records at the office of Guarantor or other Person maintaining such books and records and to make such
copies or extracts thereof as Lender shall desire.


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Guarantor has duly executed this Guaranty of Recourse Obligations as of the day and year first above written.


 


	 	[BORROWER TO PROVIDE SIGNATURE BLOCKS]
	 	 
	 	By:	/s/William M. Kahane
	 	 	 
	 	Name:  	William M. Kahane
	 	 	 
	 	Title:	President


  



    	 



    	 



    

 


SCHEDULE I



BORROWERS


ARC3 FETULOK001, LLC


ARC3 FEGNVNC001, LLC


ARC3 TSATNNJ001, LLC


ARC3 WGBYNOH01, LLC


ARC3 WGFFTKY01, LLC


ARC3 WGGWDMS01, LLC


ARC3 WGASNSC01, LLC


ARC3 WGWTKAL01, LLC


ARC3 WGSPTLA01, LLC


ARC3 DGMNVIN001, LLC


ARC3 DGTRTAL001, LLC


ARC3 GSCRGCO001, LLC


ARC3 FDNTNND001, LLC


ARC3 FDFLATX001, LLC


ARC3 FDMADNE001, LLC


ARC3 FDFTYND001, LLC


ARC3 FDRLAND001, LLC


ARC3 FDSTWOK001, LLC


ARC3 FDMTNSD001, LLC


ARC3 DGLMLIA01, LLC


ARC3 DGHTNIA01, LLC


ARC3 DGABTTX01, LLC