and 2 attached hereto and the supporting Microsoft Excel file
delivered in connection with this Compliance Certificate are true and accurate
on and as of the date of this Compliance Certificate.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as
of
, 20__.
BORROWER:
AMERICAN REALTY CAPITAL OPERATING
PARTNERSHIP IV, L.P.,
a Delaware limited partnership
By:
Name:
Title:
PARENT:
AMERICAN REALTY CAPITAL TRUST IV, INC.,
a Maryland
corporation
By:
Name:
Title:
For the Quarter/Year ended _____________________________ ("Statement Date")
SCHEDULE 1
to the Compliance Certificate
($ in 000's)
(see attached)
For the Quarter/Year ended ______________________________ ("Statement Date")
SCHEDULE 2
to the Compliance Certificate
CALCULATION OF TOTAL ASSET VALUE, CONSOLIDATED ADJUSTED EBITDA, CONSOLIDATED
FIXED CHARGES, TANGIBLE NET WORTH, AGGREGATE ADJUSTED BORROWING BASE NOI, PRO
FORMA ANNUAL INTEREST, BORROWING BASE ASSET VALUE, ETC.
(all in accordance with the definition for such terms
as set forth in the Agreement)
(see attached)
The Microsoft Excel file delivered by Parent and Borrower to Agent on the date
hereof in connection with this Compliance Certificate and the calculations
contained therein are incorporated by reference into this Schedule 2.
EXHIBIT D-1
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by Administrative
Agent as contemplated below (i) all of [the Assignor's][the respective
Assignors'] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount[s] and percentage interest[s] identified below of all such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including, without limitation, the
Letters of Credit and Swingline Loans included in such facilities) and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as