Loan # 569367181


Monthly payments of interest only for five loan years (or as otherwise
billed)


Interest Rate — 4.54% per annum


 


NOTE


 


	$1,530,000.00	Youngstown, Ohio 
	 	January 31, 2012


 


FOR VALUE RECEIVED, ARCDV
DGATNIL001, LLC; ARCDV FDWVLMS1, LLC, ARCDV FDGTRMS1, LLC; and ARCDV FDKNSOK001, LLC, each a Delaware limited liability company
(individually, a "Borrower" and, collectively, the "Borrowers"), jointly and severally, promise to pay to the
order of FIRST PLACE BANK whose address is 724 Boardman Poland Road, Youngstown, Ohio 44512 ("Lender," which term shall
include any subsequent holder hereof), at Lender's office aforesaid, or at such other place as Lender may designate, the principal
sum of One Million Five Hundred Thirty Thousand Dollars ($1,530,000.00), or so much thereof as may be advanced by Lender to Borrowers
from time to time, together with interest on the unrepaid advances of said principal sum from date of disbursement by Lender and
with all other charges herein provided, payable in cash, at the rates and in the manner hereinafter set forth.


 


Each Borrower certifies
to Lender that such Borrower, its principals and the guarantor of the Loan are not currently identified on the "OFAC list"
of specially designated nationals and sanctioned persons that is maintained by the U.S. Treasury Department, Office of Foreign
Assets Control.


 


1. DEFINITIONS


 


The following terms wherever used in this Note shall have
the following meanings:


 


1.1 "Applicable Percentage"
shall mean one hundred twenty percent (120%) for the first Mortgaged Property sold pursuant to the terms of Subsection 4.4 of this
Note and one hundred forty percent (140%) for each subsequent Mortgaged Property sold pursuant to the terms of Subsection 4.4 of
this Note; provided, however, if two (2) or more Mortgaged Properties are sold simultaneously, the Mortgaged Property with the
lowest Assigned Debt Amount being sold shall be deemed to be the first Mortgaged Property sold.


 


1.2 "Assigned Debt
Amount" shall mean, for each Mortgaged Property, the amount set forth on Exhibit A attached hereto.


 


1.3 "Default Rate
of Interest" shall mean an interest rate equal to the lesser of twelve percent (12%) per annum or the maximum rate per
annum permitted by applicable law. Notwithstanding any provision contained in this Note, in the event that the Event of
Default relates to an Event of Default which cannot be cured by the payment of monies, Lender shall provide to Borrowers twenty-five
(25) days for Borrowers to cure such Event of Default prior to imposing the Default Rate of Interest and accelerating the Stated
Maturity Date of this Note. 


 


1.4 "Event of Default" shall have the meaning
set forth in Section 7 of this Note.


 


1.5 "Fixed Interest Rate" shall mean 4.54%
per annum.


 


1.6 "Funding Date" shall mean the
date that the Lender first disburses the loan proceeds evidenced by this Note which date shall be evidenced by Lender's business
records.


 


1.7 "Guarantor"
shall mean, American Realty Capital Operating Partnership II, L.P., a Delaware limited partnership.


 


1.8 "Guaranty" shall mean the non-recourse,
carve out Guaranty of even date herewith, made by the Guarantor to Lender to guarantee payment and performance in accordance with
the terms and conditions of the Loan Documents.


 



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1.9 "Indebtedness" shall
mean every sum payable to Lender by Borrowers, jointly and severally, in accordance with the terms and conditions of the Loan Documents.


 


1.10 "Loan Documents"
shall mean collectively this Note, the Mortgages, the Guaranty and any other instrument, document, certificate or affidavit heretofore,
now or hereafter given by Borrowers evidencing or securing or by the Guarantor guaranteeing all or any part of the foregoing.


 


1.11 "Mortgage"
shall mean (a) the Mortgage, Assignment of Rents and Leases and Security Agreement, (b) each Deed of Trust, Assignment of Rents
and Leases, and Security Agreement, and (c) the Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing
Financing Statement (with Power of Sale), each of even date herewith, made by a Borrower to Lender to secure payment and performance
by Borrowers of the Loan Documents.


 


1.12 "Mortgaged Property" shall mean
each Property located at the addresses set forth on Exhibit A attached hereto, and the other property comprising "Mortgaged
Property" as said term is defined in each Mortgage.


 


1.13 "Note" shall mean this Note
and any and all renewals, amendments, modifications, reductions and extensions hereof and substitutions therefor.


 


1.14 "Property" shall mean the real property
described in each Mortgage.


 


1.15 "Release Amount" shall mean, for any Mortgaged
Property, the Assigned Debt Amount times the Applicable Percentage.


 


1.16 "Stated Maturity Date" shall mean February
1, 2017.


 


2. PAYMENTS OF PRINCIPAL AND INTEREST 


 


2.1 The unrepaid advances
of the principal sum shall bear interest at the Fixed Interest Rate. Notwithstanding any provision contained in this Note or in
any of the other documents executed in connection with this Note, and in addition to Lender's right and option to declare a default
or an event of default upon the Borrowers, the interest rate on the outstanding principal amount may be permanently increased by
one-half percent (0.50%) per annum in the event that the Borrowers and/or the Guarantor fail to provide to Lender financial statements
and/or tax returns in form and content satisfactory to Lender within sixty (60) days of the Lender's written request for same.


 


2.2 Interest only is payable
for the period of time from the Funding Date until February 1, 2012, which amount, at the option of the Lender, shall be payable
in advance upon the execution of this Note or combined with the first payment of interest due under this Note.


 


2.3 Interest shall be
due and payable monthly commencing on March 1, 2012, and continuing on the first (1') day of each month thereafter.


 


2.4 All interest payable
in accordance with the Note shall be calculated in arrears on the unrepaid advances of the principal sum on the basis of the actual
number of calendar days elapsed and a year of three hundred sixty (360) days.


 


2.5 Unless sooner paid
or declared due and payable in accordance with Subsection 7.2 of this Note, the Indebtedness shall be due and payable in full on
the Stated Maturity Date.


 


2.6 Lender may apply and
allocate any payment against any portion of the Indebtedness then due as Lender, in its sole discretion, may elect.


 


2.7 There shall be
due from Borrowers, jointly and severally, to Lender, in addition to all other amounts set forth herein, an amount equal to
One-Half percent (0.50%) of the stated principal amount of this Note as a loan origination fee, such fee being due and
payable on or before the execution date of this Note. The abovementioned fee is deemed to be fully earned when paid,
non-refundable and shall not apply as a payment toward principal or interest or other charges. The Borrowers, jointly and
severally, shall also pay, at the time that the loan evidenced by this Note is made, Lender's fees and costs for its outside
counsel for the drafting of documents and all review made of documents and reports in connection with the transactions and
instruments described in this Note. Borrowers, jointly and severally, shall also pay, upon demand all other out of pocket
expenses incurred by the Lender. Borrowers, jointly and severally, also agree to pay upon demand a dishonored payment fee of
Fifty Dollars ($50.00) to Lender for each check and or preauthorized charge, which Borrowers provide to Lender for payment of
the Indebtedness or any part thereof and is later dishonored.


 



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3. LATE CHARGES


 


3.1 If any payment of
principal or interest or both is not paid in full on or before its due date or within ten ( I 0) days of its due date, then, in
addition to the amount of said payment, there shall be due and payable a late charge for each such payment in the amount of five
percent (5%) of such payment which Borrowers agree is a fair and reasonable charge for costs incurred by Lender in processing such
late payment and is not a penalty.


 


4. PREPAYMENT


 


4.1 The Borrowers may
prepay the unrepaid advances of the principal sum, in whole or in part, from time to time, provided (a) that Lender shall receive
written notice of Borrowers' intention to so prepay not less than five (5) business days prior to such prepayment, (b) that a payment
of all accrued and unpaid interest to the date of such prepayment is included with such prepayment, and (c) if Borrowers prepay
greater than ten percent (10%) of the original loan balance in any twelve (12) month period, Borrowers shall pay a prepayment premium
equal to two percent (2%) of the principal amount of the loan that is prepaid; provided, however, that no prepayment premium shall
be due for any prepayment of principal made on or after November 1, 2016.


 


4.2 For the purposes of
Subsection 4.1 of this Note, repayment of the Indebtedness following an Event of Default and declaration by Lender that the Indebtedness
is due and payable shall, notwithstanding such declaration, be deemed a prepayment.


 


4.3 Unless Lender shall
otherwise agree in writing, partial prepayments of principal shall be applied to installments of principal in inverse order of
maturity and shall not postpone the due dates of the installments required hereunder and shall not postpone regular payments of
interest or principal.


 


4.4 Lender agrees that
so long as no Event of Default then exists under this Note or any of the other Loan Documents, in connection with any sale or other
disposition of any Mortgaged Property by the Borrower which owns such Mortgaged Property, Lender will release such Mortgaged Property
from the terms of the applicable Mortgage as follows:


 


		(a)	the applicable Borrower shall pay Lender the Release Amount for such Mortgaged Property;



 


		(b)	the Release Amount to be paid to Lender shall be paid out of escrow in connection with the sale or other disposition of the
Mortgaged Property to be released; and



 


		(c)	the Borrowers shall also be required to pay to Lender any prepayment premium provided for in Subsection 4.1 above which would
be due as a result of the prepayment of the Release Amount.



 


5. REPRESENTATIONS, WARRANTIES,
AND COVENANTS. 


 





		5.1	Each Borrower represents, warrants, and covenants that it does not and shall not:














 


		(a)	engage in any business or activity other than the ownership, operation, and maintenance of the Mortgaged Properties and activities
incidental thereto;



 


		(b)	acquire or own any material assets other than the Mortgaged Properties;



 


		(c)	(i) take any action which might jeopardize in any respect its existence as an entity duly organized, validly existing, and
in good standing under the laws of the State of Delaware, or (ii) without the prior written consent of Lender, amend, modify, terminate,
or fail to comply with (x) the provisions of its Operating Agreement or (y) its Articles of Organization;



 


		(d)	own any subsidiary or make any investment in any person or entity without the prior consent of Lender;



 


		(e)	commingle its assets with the assets of any other Borrower, the Guarantor or any other person or entity; incur any debt (secured
or unsecured, direct or contingent, including guaranteeing any obligation), other than the Indebtedness;



 



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		(g)	enter into any contract or agreement with any Borrower or the Guarantor or any affiliate of the Guarantor except upon terms
and conditions that are intrinsically fair and substantially similar to those that would be available on an arms' length basis
with third parties;



 


		(h)	maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain, or identify its individual
assets from those of any Borrower or the Guarantor or any affiliate of the Guarantor or any other person or entity;



 


		(i)	hold itself out to be responsible for the debts of another person or entity;
	 	 	 
	 	 	make any loans or advances to any third party, including any Borrower or the Guarantor or any affiliate of
the Guarantor;



                
 


		(k)	become insolvent or fail to pay its debts from its assets as the same shall become due;



 


		(l)	fail to hold itself out to the public as a legal entity separate and distinct from any other person or entity or to conduct
its business solely in its own name in order not to (i) mislead others as to the identity of the person or entity with which such
party is transacting business or (ii) suggest that such Borrower is responsible for the debts of any third party (including the
Guarantor or any other Borrower); and



 


		(m)	fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character
and in light of its contemplated business operations.



 


5.2 At all times prior
to the Stated Maturity Date and at all times when any Indebtedness shall be outstanding, Borrowers shall maintain one (1) deposit
account (the "Deposit Account") located at Lender where all rental payments received by any Borrower shall be immediately
deposited. All payments due on the Indebtedness shall be debited by Lender from the Deposit Account. Prior to the occurrence of
an Event of Default under this Note, all rents may be collected by Borrowers and shall then be immediately deposited by Borrowers
in the Deposit Account.


 


5.3 Upon the occurrence
of an Event of Default under this Note, all rents assigned to Lender pursuant to any Mortgage shall be paid directly to Lender,
and Lender may notify the tenants under the leases to pay all of the rents directly to Lender. Each Borrower hereby authorizes
and directs tenants under the leases to pay rents directly to Lender, without further consent of such Borrower, and the tenants
may rely upon any written statement delivered by Lender to such tenants. Any such payment to Lender shall constitute payment to
the applicable Borrower under the appropriate lease.


 


5.4 At all times prior
to the Stated Maturity Date and at all times when any Indebtedness shall be outstanding, Borrowers shall maintain a balance in
the Deposit Account of no less than five percent (5%) of the annual scheduled loan payments for the Indebtedness through the Stated
Maturity Date. So long as no Event of Default then exists, all amounts in excess of such minimum amount may be withdrawn by Borrowers.
At no time shall the Deposit Account have a balance of less than One Thousand Five Hundred Dollars ($1,500.00).


 


5.5 The financial statements
and other information provided by any Borrower or the Guarantor to Lender or to be provided to Lender in the future are or will
be complete and accurate and prepared in accordance with generally accepted accounting principles. There has been no material adverse
change in any Borrower's or the Guarantor's financial condition since such information was last provided to Lender.


 


5.6 Each Borrower shall
provide to Lender, in form and content acceptable to Lender, annual, internally prepared financial statements, and a rent roll
for the Mortgaged Property owned by such Borrower, as soon as available but no later than one hundred twenty (120) days after the
end of each fiscal year of Borrowers (such financial statements to be in form and substance satisfactory to Lender).


 


5.7 Borrowers shall cause
American Realty Capital Daily Net Asset Value Trust, Inc. ("ARCDNAVT") to provide to Lender, in form and content acceptable
to Lender, its filed Form 10-K, including annual audited financial statements prepared by an independent certified public accountant
selected by ARCDNAVT and acceptable to Lender, as soon as available but no later than one hundred twenty (120) days after the end
of each fiscal year of ARCDNAVT (such financial statements to include a balance sheet, statement of income and loss, statement
of cash flow, and statement of shareholders' equity).


 



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5.8 Borrowers, on a combined
basis, based on the annual, internally prepared financial statements of each Borrower and any other financial information reasonably
requested by Lender, will maintain the following financial covenant: A Debt Service Coverage Ratio as of the end of each fiscal
year of at least 1.30 to 1.00. Such ratio shall be tested on an annual basis for the fiscal year of Borrowers then ended. For purposes
of this Subsection 5.8, the following terms shall have the following meanings (with any financial term not specifically defined
herein having the meaning ascribed to such term under generally accepted accounting principles):


 


		(a)	"EBIDA" shall mean the sum of (i) net income, plus (ii) interest expense, plus (iii) depreciation and amortization
expense.



 


		(b)	"Debt Service Coverage Ratio" shall mean (i) EBIDA divided by (ii) the sum of (x) current maturities of long-term
debt, (y) current maturities of capital leases, and (z) interest expense.



 


6. CO-BORROWER STATEMENTS 


 


6.1 The obligations of each Borrower under this
Note shall not be affected, modified or impaired upon the happening of any event, including, without limitation, any of the following,
whether or not with notice to or the consent of such Borrower:


 


		(a)	The substitution, exchange or modification of any security given by any Borrower or the Guarantor to Lender to secure repayment
of the Indebtedness, or any part thereof;



 


		(b)	The waiver, release or termination of any of the covenants, agreements or obligations of any Borrower or the Guarantor under
this Note, the Guaranty or any of the other Loan Documents;



 


		(c)	The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement as set forth in this
Note, the Guaranty or any of the other Loan Documents;



 


		(d)	Any failure, omission or delay on the part of Lender to enforce, assert or exercise any right, power or remedy conferred upon
it in this Note, the Guaranty or any of the other Loan Documents, or any other acts or omissions on the part of Lender;



 


		(e)	The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets
of any Borrower or the Guarantor, however effected, or receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganizations, arrangement, composition with creditors or readjustment or other similar proceedings affecting any Borrower, the
Guarantor, or any of the assets of any of them, or any allegation or contest of the validity of this Note, the Guaranty or any
of the other Loan Documents, or the disaffirmance of this Note, the Guaranty or any of the other Loan Documents in any such proceeding;



 


		(f)	The invalidity, illegality or unenforceability of this Note, the Guaranty or any provision of any of the other Loan Documents;
or



 


		(g)	Any other event or action that would, in the absence of this clause, result in the release or discharge by operation of law
of any Borrower or the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this
Note, the Guaranty or any of the other Loan Documents.



 


6.2 No setoff, counterclaim or reduction, no
diminution of an obligation, and no defense of any kind or nature that any Borrower or the Guarantor has or may have against any
other Borrower, the Guarantor or the Lender shall affect, modify or impair the obligations hereunder of any Borrower.


 


6.3 Each Borrower hereby expressly waives, releases
and discharges, any and every right of exoneration, subrogation, contribution, reimbursement and indemnity whatsoever, and any
and every right of recourse to security for the debts and obligations evidenced hereby, whether against such Borrower or otherwise,
and whether or not the Indebtedness has been paid in full. Each Borrower hereby indemnifies Lender and agrees to defend and hold
harmless Lender from and against the loss, mitigation, subordination or other consequences adverse to Lender by reason of this
Note being challenged as a preference or suffering any other subjugation under any bankruptcy or other law, whether state or federal,
affecting debtors, creditors and/or the relationship between and among them. Without limiting the generality of the foregoing,
any and all debts and obligations of any Borrower to any other Borrower or the Guarantor whether past, present or future are hereby
fully subordinated to the prior indefeasible payment in full of the Indebtedness. Each Borrower hereby agrees that so long as this
Note remains in effect no payments shall be made by any Borrower (or received by any other Borrower or the Guarantor) in connection
with any loan or advance made by any other Borrower or the Guarantor to such Borrower, nor will any other Borrower or the Guarantor
take any action against any Borrower or any property of such Borrower to enforce payment of any obligations owed by such Borrower
to any other Borrower or the Guarantor.


 



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6.4 Each Borrower waives
all defenses based upon suretyship or impairment of collateral, presentment, protest, demand for payment, any right of set-off,
notice of dishonor or default, notice of acceptance of, or reliance upon, this Note, notice of the incurring of any of the Indebtedness
and notice of any other kind in connection with the Indebtedness or this Note. Each Borrower also waives any right to require a
commercially reasonable disposition of any collateral securing the Indebtedness.


 


7. DEFAULT


 


7.1 The term "Event of Default" shall mean:


 


(a)   A failure by Borrowers
to make any payment of principal or interest or both when due pursuant to the terms of this Note;


 


(b)   Any representation
or warranty made by Borrowers and/or the Guarantor to Lender in this Note, any of the Loan Documents, any financial statement or
any other writing delivered to Lender in connection with the Indebtedness is false or misleading in any material respect;


 


(c)   Any Borrower and/or the
Guarantor shall generally not pay debts as they become due or shall admit in writing inability to pay debts or shall make a general
assignment for the benefit of creditors;


 


(d)   Any Borrower and/or the
Guarantor shall transfer assets to others for less than fair value or in other than the ordinary course of business, without Lender's
prior written consent;


 


(e)   Any
Borrower and/or the Guarantor shall commence any case, proceeding or other action seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of such Borrower and/or the Guarantor or any debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors or seeking an appointment of a receiver, trustee, custodian, conservator, liquidator,
or other similar official for any Borrower, the Guarantor, all or any of the Mortgaged Property, or any other property of any Borrower
and/or the Guarantor;


 


(f)   Any
case, proceeding or other action is commenced against any Borrower and/or the Guarantor seeking to have an order for relief entered
against such Borrower and/or the Guarantor, as debtor, or seeking a reorganization, arrangement, adjustment, liquidation, dissolution
or composition of such Borrower and/or the Guarantor or any debts, under any law relating to bankruptcy, insolvency, reorganization
or relief of debtors, or seeking an appointment of a receiver, trustee, custodian, conservator, liquidator, or other similar official
for such Borrower, the Guarantor, all or any of the Mortgaged Property, or any other property of such Borrower and/or the Guarantor,
and such case, proceeding or other action (i) results in the entry of an order for relief against such Borrower and/or the Guarantor
or (ii) remains undismissed for a period of sixty (60) days;


 


(g)   Any
Borrower and/or the Guarantor shall have concealed, removed, or permitted to be concealed or removed property, with intent to hinder,
delay or defraud creditors, or shall have made or suffered a transfer of property which may be fraudulent under any bankruptcy,
fraudulent conveyance or similar law, or shall have made or suffered a transfer of property to or for the benefit of a creditor
at a time when other creditors similarly situated have not been paid, or shall have suffered or permitted, while insolvent, any
creditor to obtain a lien upon any property through legal proceedings which are not vacated within sixty (60) days from the date
thereof;


 


(h)   An occurrence of any event
or condition which results in a default in the payment of any other indebtedness or the performance of any other obligation of
any Borrower and/or the Guarantor to Lender;


 


(i)   The liquidation, termination
or dissolution of any Borrower and/or the Guarantor;


 



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(j)   A reasonable determination
by Lender that the condition of any Mortgaged Property has deteriorated to the degree that Lender's security has been materially
impaired or that any Mortgaged Property, or any portion thereof, has been abandoned without the written consent of Lender;


 


(k)   The sale, assignment,
leasing (other than in the ordinary course of business), mortgaging, encumbering, or other conveyance of any Mortgaged Property,
or any portion thereof or legal, equitable or beneficial interest therein, or any contracting for any of the same, except as otherwise
expressly permitted in the Loan Documents;


 


(1)   The filing of a mechanics'
or materialmen's lien upon any Mortgaged Property, which lien is not discharged, bonded off or insured over within thirty (30)
days after such filing;


 


(m)   The sale, assignment,
transfer or other conveyance of membership interest, corporate shares or of partnership interests, whether in any Borrower or in
others, the effect of which is to sell, assign, transfer or otherwise convey any legal, equitable or beneficial interest in any
Borrower or in any Mortgaged Property or to cause a change in the control of any Borrower, or any mortgage, pledge or other encumbrance
of such membership interest, corporate shares or partnership interests, such that a sale, assignment, transfer or other conveyance
pursuant to such mortgage, pledge or other encumbrance would result in a violation of the prohibition against sale, assignment,
transfer or conveyance, aforesaid;


 


(n)   The occurrence of any
event of default, acceleration, or commencement of foreclosure under any other mortgage, lien or encumbrance on any Mortgaged Property,
prior or subordinate to the lien of any Mortgage;


 


(o)   The entry of any judgment
or lien against any Borrower and/or the Guarantor by or in favor of any third person which judgment or lien is not satisfied, discharged
or bonded off within thirty (30) days from the date of entry of said judgment or lien;


 


(p)   The
failure of ARCDNAVT to provide to Lender, as requested from time to time by Lender, its financial statements, to be in form and
content satisfactory to Lender, certified by ARCDNAVT that the financial statement fairly represents ARCDNAVT's financial condition
as of the end of such fiscal year just ending;


 


(q)   The
failure of any Borrower to provide to Lender, as requested from time to time by Lender, such Borrower's financial statements as
of the last day of the fiscal year just ending, all to be in form and content satisfactory to Lender, and certified by such Borrower
that the financial statement fairly represents such Borrower's financial condition as of the end of such fiscal year just ending;


 


(r)   The
failure of any Borrower to provide to Lender as requested from time to time by Lender, a financial statement for the Mortgaged
Property owned by such Borrower consisting of a balance sheet and a complete itemized statement of income and operating expenses,
prepared in accordance with general accounting principles or otherwise in form acceptable to Lender and certified as being correct
in all material respects by such Borrower;


 


(s)   The
failure of any Borrower to provide to Lender as requested from time to time by Lender, a rent roll of the Mortgaged Property owned
by such Borrower, and certified as being correct in all material respects by such Borrower, such rent roll to be in form and content
satisfactory to Lender;


 


(t)   The failure of any Borrower,
the Guarantor, or ARCDNAVT to provide to Lender, as requested from time to time, such other financial information about them and
or their properties as is requested by Lender;


 


(u)   A material adverse change
occurs in the financial condition of any Borrower, the Guarantor, ARCDNAVT or any tenant; or


 


(v)   A
failure by any Borrower or the Guarantor to comply with any of the other terms, conditions or covenants specified herein or in
any other of the Loan Documents and such failure remains uncured for thirty (30) days after written notice to such Borrower or
the Guarantor of such failure.


 


7.2 Upon the occurrence
of any Event of Default, the entire Indebtedness shall thereupon bear interest at the Default Rate of Interest, and at the option
of Lender, or automatically in the event of an Event of Default under Subsections 7.1(e) or (f), all the Indebtedness together
with interest thereon at the Default Rate of Interest shall immediately become due and payable, without regard to the Stated Maturity
Date, without demand made therefor, and without notice to any person, notice of the exercise of said option being hereby expressly
waived, and Lender shall have all remedies of a secured party under law and equity to enforce the payment of all of the Indebtedness,
time being of the essence in the Note. The Default Rate of Interest shall be charged to Borrowers upon the occurrence of any Event
of Default notwithstanding any invoices or billing statements sent by Lender to Borrowers indicating an interest rate to the contrary.
In addition, any waiver of Lender's right to charge the Default Rate of Interest or to declare the Indebtedness immediately due
and payable must be made in writing and cannot be waived by oral representation or the submission to Borrowers of monthly billing
statements.


 



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8. MISCELLANEOUS


 


8.1 The failure of Lender
to exercise any option herein provided upon the occurrence of any Event of Default shall not constitute a waiver of the right to
exercise such option in the event of any continuing or subsequent Event of Default. Each Borrower hereby agrees that the maturity
of all or any part of the Indebtedness may be postponed or extended and that any covenants and conditions contained in this Note
or in any of the other Loan Documents may be waived or modified without prejudice to the liability of any Borrower on this Note
or the other Loan Documents.


 


8.2 When this Note becomes
due, by acceleration or otherwise, Lender may, at its option, demand, sue for, collect, or make any compromise or settlement it
deems desirable with reference to property held as security herefor. Lender shall not be bound to take any steps necessary to preserve
any rights in the property held as security herefor against prior parties, which each Borrower hereby assumes to do. The provisions
hereof shall apply and be controlling as to all property which may at any time be security herefor.


 


8.3 Each Borrower hereby
authorizes Lender, in its sole discretion, upon the occurrence of an Event of Default, to apply all or any portion of the balance
of any account maintained by such Borrower with Lender to the payment or reduction, in whole or in part, of any and all the Indebtedness
then due, whether by acceleration or otherwise. Upon the occurrence of any Event of Default, Lender shall have the right to setoff
all obligations of each Borrower to Lender hereunder, whether matured or unmatured, against all amounts owing to such Borrower
by Lender, whether or not then due and payable, and all other funds or property of such Borrower on deposit with or otherwise held
in the custody of Lender, all without notice to or demand on such Borrower, such notice and demand being hereby waived.


 


8.4 Presentment for payment, notice of dishonor,
protest, notice of protest and diligence in bringing suit against any party hereto are hereby waived by each Borrower.


 


8.5 Each Borrower hereby waives all relief from
any and all appraisement or exemption laws now in force or hereafter enacted.


 


8.6 The obligations evidenced
or created by this Note, as well as all waivers of rights by each Borrower contained herein shall effectively bind and be the obligations
and waivers of any and all others who may at any time become liable for the payment of all or any part of this Note, including,
without limitation, all endorsers and guarantors.


 


8.7 Nothing herein contained,
nor in any of the other Loan Documents, shall be construed or so operate as to require any Borrower, or any person liable for the
payment of the Indebtedness, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable
law. Should any interest or other charges paid by any Borrower, or any parties liable for the payment of the Indebtedness, result
in the computation or earning of interest in excess of the highest rate permissible under applicable law, then any and all such
excess shall be and the same is hereby waived by Lender, and all such excess shall be automatically credited against and in reduction
of the unrepaid advances of the principal sum, and any portion of said excess which exceeds the unrepaid advances of the principal
sum shall be paid by Lender to such Borrower and any parties liable for the payment of the Indebtedness, it being the intent of
the parties hereto that under no circumstances shall such Borrower or any parties liable for the payment of the Indebtedness, be
required to pay interest in excess of the highest rate permissible under applicable law. All interest paid or agreed to be paid
to Lender shall, to the extent permitted under applicable law, be amortized, prorated, allocated and spread throughout the full
period until payment in full of the Indebtedness, including the period of any renewal or extensions thereof, so that interest thereon
for such full period shall not exceed the maximum amount permitted by applicable law.


 


Notwithstanding anything
to the contrary herein contained, in the event that the interest rate to be charged hereunder ever exceeds the highest rate permissible
under applicable law, thereby causing the interest accruing on the Indebtedness to be limited to such rate, then any subsequent
reduction in the interest rate, to which any Borrower would otherwise be entitled, shall be held in abeyance until the total amount
of interest accrued on the Indebtedness equals the amount of interest which would have accrued on the Indebtedness had the interest
rate not been limited to the highest rate permissible under applicable law.


 


8.8 Each Borrower shall, within five (5) business
days of written request from Lender, provide (or cause to be provided) any documentation or information reasonably requested by
Lender for the purpose of verifying the identity of such Borrower, the Guarantor, or any person that has authority over or control
of such Borrower and/or the Guarantor, in accordance with the requirements of the USA Patriot Act as that Act may be amended from
time to time.


 



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8.9 Each Borrower consents
to the release of information on or about such Borrower by Lender in accordance with any court order; law or regulation and in
response to credit inquiries concerning such Borrower. Each Borrower recognizes that the Lender may sell and or transfer interests
in this Note to one or more participants, purchasers and or special purpose entities formed to participate in asset-backed financing
transactions and that all documentation, credit reports, financial statements, appraisals and other data, or copies thereof relevant
to such Borrower and/or the Guarantor may be exhibited to and retained by any such participant, purchaser, special purpose entity,
prospective participant, prospective purchaser or prospective special purpose entity.


 


8.10 If any provision or
any part of any provision, contained in this Note shall for any reason be held or deemed to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, or remaining part of the
affected provision, of this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision, or part
thereof, had never been contained herein and the remaining provisions of this Note shall remain in full force and effect.


 


8.11 Borrowers hereby agree
to pay, jointly and severally, to Lender all costs of collecting and securing, and of attempting to collect and to secure this
Note, and all costs of foreclosing any Mortgage, including, without limitation, reasonable attorneys' fees, appraisers' fees, court
costs, notice charges and title insurance charges, whether such attempt be made by suit, in bankruptcy, or otherwise, and said
costs and any other sums due Lender by virtue of the Loan Documents may be included in any judgment or decree rendered.


 


8.12 Any notice required
or permitted to be given hereunder shall be in writing. If mailed by first class United States mail, postage prepaid, registered
or certified with return receipt requested, then such notice shall be effective upon its deposit in the mails. Notice given in
any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of each Borrower
and Lender shall be as set forth below; provided however, that either party shall have the right to change such party's address
for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' written notice
to the other party.


 


	If to any Borrower:	c/o AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP II, L.P., 405 Park Avenue,
	 	15th Floor, New York, NY 10022
	 	Attn: William M. Kahane, President
	 	 
	If to Lender:	FIRST PLACE BANK, 200 Middle Avenue, 3"I Floor, Elyria, OH 44035
	 	Attn.: Eric C. Diamond, Senior Vice President & Regional Commercial Team Leader


 


8.13 This Note was executed
by each Borrower at New York, New York. This Note is delivered in the State of Ohio and is to be governed by and construed in accordance
with the laws of the State of Ohio. Each Borrower hereby consents to, and by execution of this Note submits to the personal jurisdiction
of the Court of Common Pleas of Mahoning County, Ohio, and the United States District Court sitting in the Northern District of
Ohio, for the purposes of any judicial proceedings which are instituted for the enforcement of this Note. Each Borrower agrees
that venue is proper in either of said courts.


 


8.14 Each Borrower hereby
represents that the indebtedness evidenced by this Note has been and will be used primarily for business purposes and that none
of the indebtedness has been or will be used in any manner whatsoever for personal, family, educational or household purposes.
Each Borrower further represents that the indebtedness evidenced by this Note is not a "consumer loan" or a "consumer
transaction" as defined in the Ohio Revised Code and Regulation Z, Truth in Lending, or if so, is an exempted transaction.


 



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8.15 LENDER, BY ACCEPTANCE
OF THIS NOTE, AND EACH BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,
IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED
THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER AND EACH BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY
WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY LENDER'S ABILITY TO PURSUE ITS REMEDIES CONTAINED IN THE LOAN DOCUMENTS.


 


	ARCDV DGATNIL001, LLC	 	ARCDV  FDWVLMS1, LLC
	 	 	 	 	 
	By:	/s/ William M. Kahane	 	By:	/s/ William M. Kahane
	 	William M. Kahane, President	 	William M. Kahane, President
	 	 	 	 	 
	ARCDV FDGTRMS1, LLC	 	ARCDV FDKNSOK001, LLC
	 	 	 	 	 
	By:	/s/ William M. Kahane	 	By:	/s/ William M. Kahane
	 	William M. Kahane, President	 	William M. Kahane, President


 



    	 



    	 



    

 


EXHIBIT A


 


PROPERTY INFORMATION





  





	 	 	OWNER/BORROWER	 	ADDRESS	 	ASSIGNED DEBT AMOUNT	 
	 	 	 	 	 	 	 	 
	1.	 	ARCDV DGATNIL001, LLC	 	5801 Bond Avenue	 	$	436,326.00	 
	 	 	 	 	Alorton, IL 62207	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	ARCDV FDWVLMS1, LLC	 	184 Main Street	 	$	327,475.00	 
	 	 	 	 	Woodville, MS 39669	 	 	 	 
	 	 	 	 	 	 	 	 	 
	3.	 	ARCDV FDGTRMS1, LLC	 	427 N. Captain Gloster Drive	 	$	322,763.00	 
	 	 	 	 	Gloster, MS 39638	 	 	 	 
	 	 	 	 	 	 	 	 	 
	4.	 	ARCDV FDKNSOK001, LLC	 	11225 East Tulsa Avenue	 	$	443,436.00	 
	 	 	 	 	Kansas, OK 74347