Common use of TO HAVE AND TO HOLD Clause in Contracts

TO HAVE AND TO HOLD. the same unto the Assignee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.

TO HAVE AND TO HOLD. the same unto the Assignee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the Leasessaid leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital IIIII, LLC, as Purchaser (the “Purchase Agreement”)Purchaser. The Assignee does hereby assumes the performance of all for itself and its successors and assigns acknowledge receipt of the terms, covenants Deposits and conditions does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the Leases herein assigned said leases and/or tenancies pursuant to which the same were initially deposited. Assignor represents and warrants to Assignee that the Deposits listed on Schedule A are the only security deposits held by the Assignor with respect to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this AgreementAssigned Leases. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to any such LeasesDeposits. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such Leasestenants or persons as security deposits and not included in the Deposits. This Agreement agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.

TO HAVE AND TO HOLD. all the same Indenture Estate unto the AssigneeIndenture Trustee, its successors and assignsassigns FOREVER. The Lien and security interest created hereby is created for the ratable benefit and security of the Noteholders of the Outstanding Notes from time to time without any priority of any one Note or series of Notes over any other except as otherwise expressly provided in the Indenture, from and after for the date hereof uses and purposes and subject to the termsterms and conditions set forth in the Indenture. PROVIDED, HOWEVER, that if the principal of, Premium, if any, on and interest on the Series A Notes, and all other amounts payable under or secured by the Indenture shall have been paid pursuant to Section 3.1 of the Original Indenture or otherwise and the Lessor shall have performed and complied with all the covenants, conditions agreements, terms and provisions contained in of the LeasesIndenture, then the Indenture and the rights hereby and thereby granted and assigned with respect to the Series A Notes shall terminate with respect to the Series A Notes. This assignment is made without warranty or representation, express or implied, by, or recourse against, IT IS HEREBY COVENANTED AND AGREED that all the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase Series A Notes are to be issued and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLCdelivered, and 382/384 Bleeckerthat all property, LLCrights and privileges subject or to become subject to the Indenture, as Sellerare to be held subject to the further covenants, conditions, uses and trusts herein and therein set forth, and American Realty Capital IIthe Lessor, LLCintending to be legally bound hereby, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby Indenture Trustee for itself and its legal representatives, successors for the equal and assigns agree to indemnify proportionate benefit and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 security of the Purchase AgreementNoteholders of the Outstanding Notes from time to time, which is incorporated and the Indenture Trustee agrees to accept the trust and duties herein by this reference.set forth, as follows:

TO HAVE AND TO HOLD. all and singular the same aforesaid property unto the AssigneeMortgagee, and its successors and assigns, from in trust for the equal and after proportionate benefit and security of the Note Holders, the Related Secured Parties and the Indenture Indemnitees, except as provided in Section 2.12 and Article III hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date hereof of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (5) inclusive above, subject to the terms, covenants, conditions terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained in to the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse againstcontrary notwithstanding, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (Owner shall remain liable under the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees Indenture Agreements to perform all of the termsobligations assumed by it thereunder, covenants except to the extent prohibited or excluded from doing so pursuant to the terms and conditions contained provisions thereof, and the Mortgagee, the Note Holders, the Related Secured Parties and the Indenture Indemnitees shall have no obligation or liability under the Indenture Agreements by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders, the Related Secured Parties or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the Leases from name of the Owner or otherwise) to ask for, require, demand and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against receive any and all claimsmonies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Indenture Agreements, costsand all other property which now or hereafter constitutes part of the Collateral, charges, expenses, losses to endorse any checks or other instruments or orders in connection therewith and fees, includingto file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder. Without limiting the generality of the foregoing, but not limited tosubject to the rights of the Owner hereunder, reasonable attorneys’ feesduring the continuance of any Event of Default under this Trust Indenture, incurred the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner an appropriate ▇▇▇▇ of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by Assignorsuch purchaser, arising from and to perform all other necessary or as a result of Assignee’s appropriate acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leasespurchase, and in its discretion to file any claim or take any other action or proceedings, in its own name, but not in the name of the Owner, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such other sums and the security intended to be afforded hereby; provided, however, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. Assignor does hereby for itself The Owner agrees that at any time and its legal representativesfrom time to time, successors upon the written request of the Mortgagee, the Owner will promptly and assigns agree duly execute and deliver or cause to indemnify be duly executed and save harmless Assignee and its legal representatives, successors and assigns, from and against delivered any and all claimssuch further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, costspreserve or protect the mortgage, chargessecurity interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner does hereby warrant and represent that it has not assigned or pledged any of its right, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from title or as a result of Assignor’s acts interest in the Collateral to anyone other than the Mortgagee except for Liens on the Collateral that are released on or omissions, arising prior to the date hereof, asserted Closing Date. IT IS HEREBY COVENANTED AND AGREED by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under and between the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.parties hereto as follows:

TO HAVE AND TO HOLD. all and singular the property, rights, privileges and franchises hereby conveyed, transferred or pledged or intended so to be unto the Trustee and its successors in the trust heretofore and hereby created, and its and their assigns forever. IN TRUST NEVERTHELESS, for the equal pro rata benefit and security of each and every entity who may be or become the holders of bonds and coupons secured by the Original Indenture or by any indenture supplemental thereto, or both, without preference, priority or distinction as to lien or otherwise of any bond or coupon over or from any other bond or coupon, so that each and every of said bonds and coupons issued or to be issued, of whatsoever series, shall have the same unto right, lien and privilege under the AssigneeOriginal Indenture and all indentures supplemental thereto and shall be equally secured hereby and thereby, with the same effect as if said bonds and coupons had all been made, issued and negotiated simultaneously on the date thereof; subject, however, to the provisions with reference to extended, transferred or pledged coupons and claims for interest contained in the Original Indenture and subject to any sinking or improvement fund or maintenance deposit provisions, or both, for the benefit of any particular series of bonds. IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto, that all such bonds and coupons are to be authenticated, delivered and issued, and that all property subject or to become subject hereto is to be held subject to the further covenants, conditions, uses and trusts hereinafter set forth, and the Company, for itself and its successors and assigns, from does hereby covenant and after agree to and with the date hereof subject to Trustee and its successor or successors in said trust, for the terms, covenants, conditions benefit of those who shall hold said bonds and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, bycoupons, or recourse againstany of them, the Assignor of issued under this Indenture or any kind indenture supplemental hereto, or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLCboth, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.follows:

TO HAVE AND TO HOLD. the same Premises hereby mortgaged and conveyed or so intended, unto the AssigneeLender, its successors and assigns, forever, free from all rights and after benefits under and by virtue of the date hereof subject Homestead Exemption Laws or similar laws of the State or other jurisdiction in which the Premises are located (which rights and benefits are hereby expressly released and waived), for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and warrants to Lender and with the termspurchaser at any foreclosure sale that at the execution and delivery hereof, covenantsMortgagor owns the Premises and has good, conditions indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor any claim of any kind or nature whatsoever except other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender’s Title Insurance Policy NCS-195868 dated May 11, 2005, as specifically provided in that certain Purchase and Sale Agreement updated by a date down endorsement dated as of October 1November 20, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, 2006 and 382/384 Bleecker, LLC, by a date down endorsement dated as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, naming Lender as the proposed insured thereunder, including all with endorsements thereto, approved by Lender (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when (a) Mortgagor has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in this Mortgage and in all of the other Loan Documents, and (b) CTLLC has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in the Other Loan Documents, and the estate, right, title, and interest of Lender in and to the Premises shall cease and shall be released at the cost of Mortgagor, but otherwise shall remain in full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this referenceeffect.

TO HAVE AND TO HOLD. the same Security, and each and every part thereof, unto the Assignee, Mortgagee and its successors and assigns, from for the purposes and after uses herein set forth. UPON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set forth; PROVIDED, HOWEVER, that if Mortgagor pays or causes to be fully and irrevocably paid to Mortgagee all sums secured by this Mortgage on the date hereof subject to the terms, covenants, conditions dates and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically manner provided in that certain Purchase the Note and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLCin this Mortgage, and 382/384 Bleecker, LLC, as Seller, observes and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of performs all of the terms, covenants conditions and conditions obligations contained in this Mortgage and the Note, then the estate, right, title and interest of the Leases herein assigned by the Assignor Mortgagee in and to the Assignee from Security shall cease, and after upon proof being given to the date hereof satisfaction of the Mortgagee that the Indebtedness has been paid or satisfied according to the terms of the Note, and hereby agrees to perform that all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed Mortgagor’s obligations under the Leases which arose prior to the date this Mortgage have been fully satisfied, and upon payment of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claimsfees, costs, charges, expenses, losses charges and fees, including, but not limited to, reasonable attorneys’ fees, liabilities chargeable to or incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior Mortgagee pursuant to the date hereofNote or otherwise provided for in this Mortgage, asserted by the Mortgagee shall, on receipt of a written request therefore from Mortgagor, and at Mortgagor’s sole expense, (a) release and discharge the lien of this Mortgage, (b) deliver to Mortgagor the original Note, and (c) transfer and deliver to Mortgagor, without warranty, any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, security which is incorporated herein by then subject to the lien of this reference.Mortgage and is in Mortgagee’s possession. AND, Mortgagor hereby further covenants, agrees and warrants as follows:

TO HAVE AND TO HOLD. the same Premises hereby mortgaged and conveyed or so intended, unto the AssigneeLender, its successors and assigns, forever, free from all rights and after benefits under and by virtue of the date hereof subject Homestead Exemption Laws or similar laws of the State or other jurisdiction in which the Premises are located (which rights and benefits are hereby expressly released and waived), for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and warrants to Lender and with the termspurchaser at any foreclosure sale that at the execution and delivery hereof, covenantsMortgagor owns the Premises and has good, conditions indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor any claim of any kind or nature whatsoever except other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender’s Title Insurance Policy NCS-195868 dated May 11, 2005, as specifically provided in that certain Purchase and Sale Agreement updated by a date down endorsement dated as of October 1November 20, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, 2006 and 382/384 Bleecker, LLC, by a date down endorsement dated as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, naming Lender as the proposed insured thereunder, including all with endorsements thereto, approved by Lender (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when (a) Mortgagor has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in this Mortgage and in all of the other Loan Documents, and (b) CTAIII has paid all of the Indebtedness, and has strictly performed and observed all of the agreements, terms, conditions, provisions, and warranties contained in the Other Loan Documents, and the estate, right, title, and interest of Lender in and to the Premises shall cease and shall be released at the cost of Mortgagor, but otherwise shall remain in full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this referenceeffect.

TO HAVE AND TO HOLD. the same above leases and rights and interests pertaining thereto unto the Assignee, its successors and assigns, from and Assignor does hereby bind itself and its successors and assigns to WARRANT and FOREVER DEFEND the said leases, rights and interests unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or attempting to claim the same, or any part thereof. Assignee covenants and agrees to discharge any and all obligations of the lessor under the leases herein assigned arising on or after the date hereof subject to the terms, covenants, conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the effective date hereof and hereby agrees to perform all of the terms, covenants indemnify Assignor against and conditions contained in the Leases hold Assignor harmless from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claimscost, costsliability, chargesloss, expenses, losses and feesdamage or expense, including, but not limited towithout limitation, reasonable attorneys’ fees, incurred by Assignor, arising from originating or as a result of Assignee’s acts relating to the period on or omissions, arising from and after the date hereof, asserted by any hereof and arising out of said tenants or any person or persons claiming the Assignee’s obligations under any of them with respect to any such Leasesleases. Assignor does hereby for itself covenants and its legal representatives, successors and assigns agree agrees to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against discharge any and all claimsobligations of the lessor under the leases herein assigned arising prior to the effective date hereof and hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, costsliability, chargesloss, expenses, losses and feesdamage or expense, including, but not limited towithout limitation, reasonable attorneys’ fees, incurred by Assignee, arising from originating or as a result of Assignor’s acts or omissions, arising relating to the period prior to the date hereofhereof and arising out of the Assignor’s obligations under such leases. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, asserted by any the losing party shall pay the prevailing party’s costs and expenses of said tenants or any person or persons claiming under any of them with respect to any such Leaseslitigation, including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which counterparts, when taken together, so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. EXECUTED the _____ day of __________, 2012. ASSIGNOR: By: Name: Title: ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇ PROPERTIES, LTD., a single agreementTexas limited partnership By: A-D Management, Inc., a Texas corporation, its General Partner By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇., President THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on _________________, 2012, by _______________________. Rent collected under the Leases shall be treated in accordance Notary Public, State of Texas My Commission Expires: (Printed or Typed Name of Notary) THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on _________________, 2012, by _______________________. Notary Public, State of Texas My Commission Expires: (Printed or Typed Name of Notary) THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF DALLAS § Concurrently with the requirements execution and delivery hereof, _____________________________ a _____________________________ ("Assignor"), is conveying to ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇ PROPERTIES, LTD., a Texas limited partnership ("Assignee"), by Special Warranty Deed that certain tract of Section 11.2 land, together with the improvements located thereon (the "Property"), lying and being situated in Dallas County, Texas, being more particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes. It is the desire of Assignor to hereby assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, assignable warranties and guaranties, and other items of personal property, affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the use, enjoyment, occupancy or operation of the Purchase AgreementProperty (all of such properties and assets being collectively called the "Assigned Properties"). Notwithstanding the foregoing, which is incorporated herein by this reference“Assigned Properties” shall not include any property of tenants.

TO HAVE AND TO HOLD. the same unto the Assignee, its successors and assigns, from and after alter the date hereof subject to the terms, covenants, conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 April __,2011 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 BleeckerAA Olympic, LLC, as Seller, and American Realty Capital IIIK, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent and rent arrears (including any additional rent) collected under the Leases shall be treated in accordance with the requirements of Section 11.2 Article 11 of the Purchase Agreement, which is incorporated herein by this reference.

TO HAVE AND TO HOLD. the same Assets unto the AssigneeGrantee, its successors and assigns forever; and Grantor does hereby for itself and its successors and assigns, covenant and agree to and with Grantee, its successors and assigns, to warrant and forever defend the conveyance and assignment of the Assets hereby made to Grantee, its successors and assigns, against any and every Person whomsoever lawfully claiming or to claim the same. Grantee hereby accepts the Assets conveyed hereby, and covenants and agrees with Grantor to assume and agree to pay, discharge and perform when due all of Grantor's obligations arising or accruing from and after the date hereof subject Closing Date pursuant to the terms, covenants, conditions and provisions contained Contracts in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes accordance with the performance of all their ordinary terms. Except as specifically set forth in Section 3 of the termsAgreement (i) GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE ASSETS CONVEYED BY GRANTOR HEREUNDER, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms(ii) ALL WARRANTIES (WHETHER WRITTEN OR ORAL, covenants and conditions contained in the Leases from and after the date hereofEXPRESS OR IMPLIED) IN REGARD TO THE MERCHANTABILITY, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named thereinFITNESS FOR A PARTICULAR PURPOSE, CONDITION OR DESIGN ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE ARE EXPRESSLY EXCLUDED, AND (iii) GRANTOR ACKNOWLEDGES AND AGREES THAT THE ASSETS ARE BEING TRANSFERRED TO GRANTOR IN THEIR "AS IS, WHERE IS" CONDITION WITH ALL OF THEIR FAULTS. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such LeasesGRANTOR HEREBY ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY OTHER STATEMENT OR REPRESENTATION MADE BY OR ON BEHALF OF GRANTOR. This Agreement Bill ▇▇ Sale may be executed in any number of counterparts, which counterparts, when taken together, together shall constitute a single agreementone instrument; provided that this Bill ▇▇ Sale shall not be effective unless and until executed by all parties hereto. Rent collected under As used herein, all defined terms shall have the Leases shall be treated meaning attributed to them in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this referenceunless otherwise specifically defined herein.

TO HAVE AND TO HOLD. all the same unto with all privileges and appurtenances hereby conveyed and assigned or agreed or intended so to be, to the Assignee, Mortgagee and its successors and assignsto them and their assigns forever; THIS MORTGAGE secures the payment, from performance and after observance of the date hereof subject Obligations and shall continue in full force and effect until the Obligations shall be paid and satisfied in full or otherwise provided for in accordance with their respective terms. THIS IS A BUILDING LOAN MORTGAGE, the proceeds of which are advanced and to be advanced pursuant to the terms, covenants, conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor terms of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale a Building Loan Agreement dated as of October 1even date herewith by and among the Debtor, 2010 between BSC 387the Issuer and the Mortgagee. Notwithstanding anything contained herein to the contrary, LLCthe maximum amount of Obligations secured by this Mortgage at execution or which under any contingency may become secured hereby at any time hereafter is the Secured Principal Amount plus interest thereon, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of plus all of the terms, covenants and conditions of the Leases herein assigned amounts expended by the Assignor to Mortgagee after default by the Assignee from and after Debtor which constitute payment of (i) taxes, charges or assessments which may be imposed by law upon the date hereof and hereby agrees to perform all of Mortgaged Property; (ii) premiums on insurance policies covering the terms, covenants and conditions contained Mortgaged Property; (iii) expenses incurred in protecting or upholding the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date lien of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and feesMortgage, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereofexpenses of any litigation to prosecute or defend the rights and lien created by this Mortgage; (iv) expenses incurred in protecting the collateral encumbered by this Mortgage; or (v) any amount, asserted by any cost or charge to which the Mortgagee becomes subrogated upon payment, whether under recognized principles of said tenants law or any person equity, or persons claiming under any of them with respect to any such Leasesexpress statutory authority. This Agreement may be executed in counterpartsDEBTOR represents, which counterpartswarrants, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance covenants and agrees with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.Mortgagee as set forth below:

TO HAVE AND TO HOLD. all of said properties and all and singular the same lands, properties, estates, rights, franchises and privileges hereby mortgaged, conveyed, pledged or assigned, or intended so to be, by the Indenture, and this Fifteenth Supplemental Indenture, together with all appurtenances thereunto appertaining, unto the Assignee, Trustee and its successors and assignsassigns forever; Subject, however, to permitted encumbrances and liens (as defined in the Indenture) and to the exceptions set forth in the granting and pledging clauses of the Indenture, and, as to any property hereafter acquired by the Company, to any liens thereon existing, and to any liens for unpaid portions of the purchase price placed thereon at the time of such acquisition, but only to the extent that such liens are permitted by the Indenture. IN TRUST, NEVERTHELESS, upon the terms and trusts in the Indenture and in this Fifteenth Supplemental Indenture set forth, for the equal and proportionate use, benefit, security and protection of those who from time to time shall hold the bonds and after coupons authenticated and delivered under the date hereof Indenture and as supplemented by this Fifteenth Supplemental Indenture and as may hereafter be further amended and supplemented, and duly issued by the Company, without any discrimination, preference or priority of any bond or coupon over any other by reason of priority in time of issue, sale or negotiation thereof or otherwise, except as provided in the Indenture, so that, subject to said provisions, each and all of said bonds and coupons shall have the termssame right, covenants, conditions lien and provisions contained in privilege under the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of Indenture and any kind or nature whatsoever indenture supplemental thereto and shall be equally secured thereby (except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1any sinking, 2010 between BSC 387amortization, LLCimprovement, 382/384 Perry Retailrenewal or other fund, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated established in accordance with the requirements of Section 11.2 provisions of the Purchase AgreementIndenture or any indenture supplemental thereto, which is incorporated herein may afford additional security for the bonds of any particular series), and in trust for enforcing the payment of the principal of the bonds and of the interest thereon according to the tenor, purport and effect of the bonds and coupons and of the Indenture and for enforcing the terms, provisions, covenants and stipulations in the Indenture, and in this Fifteenth Supplemental Indenture and in the bonds set forth. UPON CONDITION that, until the happening of an Event of Default (as defined in Section 1 of Article X of the Indenture), the Company shall be suffered and permitted to possess, use and enjoy said properties, except as limited in respect of money, securities and other personal property pledged or deposited with or required to be pledged or deposited with the Trustee, and to receive and use the rents, issues, income, revenues, earnings and profits therefrom. IT IS HEREBY COVENANTED, DECLARED AND AGREED by this reference.and between the Company and the Trustee, and its successor or successors in trust, as follows:

TO HAVE AND TO HOLD. all and singular the same aforesaid property unto the AssigneeMortgagee, and its successors and permitted assigns, from for the equal and after proportionate benefit and security of the Secured Parties, without any preference, distinction or priority of any one Secured Party over any other Secured Party by reason of priority of time of issue, sale, negotiation, date hereof of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (11) inclusive above, subject to the terms, covenants, conditions terms and provisions contained set forth in the Leases. This assignment is made this Security Agreement (including, without warranty or representationlimitation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase Sections 6.01 and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”9.05). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases It is expressly agreed that anything herein assigned by the Assignor contained to the Assignee from and after contrary notwithstanding, each Mortgagor shall remain liable under the date hereof and hereby agrees Granting Clause Documents to which it is a party, to perform all of the termsobligations assumed by it thereunder, covenants except to the extent prohibited or excluded from doing so pursuant to the terms and conditions contained provisions thereof, and the Mortgagee and the Secured Parties shall have no obligation or liability under the Granting Clause Documents, other than to abide by the terms of such Granting Clause Documents (including in respect of any Lessee’s rights of quiet enjoyment) by reason of or arising out of the assignment hereunder, nor shall the Mortgagee or the Secured Parties be required or obligated in any manner to perform or fulfill any obligations of any Mortgagor under or pursuant to the Granting Clause Documents, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. Each Mortgagor, as security for the obligations secured by the Mortgaged Property, does hereby constitute the Mortgagee, exercisable upon the occurrence and during the continuance of an Event of Default, the true and lawful attorney of such Mortgagor, irrevocably during the continuance of an Event of Default, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the Leases from name of such Mortgagor or otherwise) to ask for, require, demand, receive, compound and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible give acquittance for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claimsmonies and claims for monies (in each case including insurance and requisition proceeds but in all cases excluding Excluded Payments, costsany maintenance reserves or supplemental rent payable under a Lease and any security deposit payable under a Lease) due and to become due under or arising out of the Operative Documents, chargesand all other property which now or hereafter constitutes part of the Mortgaged Property, expensesto endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in connection therewith. Without limiting the generality of the foregoing, losses but subject to the rights of the Mortgagors under Sections 4.03 and fees4.04(a), during the continuance of any Event of Default under this Security Agreement, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase any Airframe and any Engines and upon such purchase to execute and deliver in the name of and on behalf of the Mortgagor an appropriate b▇▇▇ of sale and other instruments of transfer relating to such Airframe and Engines, to perform all other necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name or in the name of any Mortgagor or otherwise, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; provided, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of any Mortgagor to any person beyond those obligations and liabilities specifically set forth in this Security Agreement and in the other Operative Documents. The Mortgagee shall direct any Lessee, so long as this Security Agreement shall not have been fully discharged, to make all payments of Rent (other than Excluded Payments), Return Compensation Payments and all other amounts which are required to be paid to or deposited with a Mortgagor pursuant to any Lease (other than Excluded Payments, any maintenance reserves or supplemental rent payable under such Lease and any security deposit payable under such Lease) directly to, or as directed by, the Mortgagee at such address or addresses as the Mortgagee shall specify, for application as provided in Article III of this Security Agreement. Notwithstanding such direction, if any of the above amounts that are required to be transferred to the Mortgagee are transferred to such Mortgagor, such Mortgagor agrees that promptly upon receipt thereof, it will transfer to the Mortgagee any and all monies from time to time received by it constituting part of the Mortgaged Property, for distribution by the Mortgagee pursuant to this Security Agreement. Each Mortgagor agrees that at any time and from time to time, upon the written request of the Mortgagee, such Mortgagor shall promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Mortgagee may reasonably deem necessary or desirable to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. Each Mortgagor hereby represents and warrants that it has not assigned or pledged, and hereby covenants and agrees that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, and the lien hereof shall not have been released pursuant to Section 9.01 hereof, any of its right, title or interest hereby assigned to the Mortgaged Property, to anyone other than the Mortgagee, and that it will not, except as otherwise provided in this Security Agreement (including, but not limited to, reasonable attorneys’ feesSections 4.03 and 6.01), incurred by Assignorexcept with the written consent of the Mortgagee (such consent not to be unreasonably withheld or delayed), arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them except with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree Excluded Payments to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which it is incorporated herein by this reference.entitled:

TO HAVE AND TO HOLD. the same Transferred Assets and the Assumed Obligations unto the Assignee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”)FOREVER. The Assignee Assignor hereby assumes the performance of all of the terms, covenants constitutes and conditions of the Leases herein assigned by the Assignor to appoints the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify as its true and save harmless lawful attorneys-in-fact in connection with the transactions contemplated by this instrument, with full power of substitution, in the name and stead of the Assignor but on behalf of and for the benefit of the Assignee and its legal representatives, successors and assigns, from to demand and against receive any and all claimsof the assets, costsproperties, chargesrights and business hereby conveyed, expensesassigned, losses and feestransferred or intended so to be, includingand to give receipt and releases for and in respect of the same and any part thereof, but not limited toand from time to time to institute and prosecute, reasonable attorneys’ feesin the name of the Assignor or otherwise, incurred by Assignor, arising from for the benefit of the Assignee or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from proceedings at law, in equity, or otherwise, which the Assignee or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any portion of the Transferred Assets and against to do all acts and things in relation to the assets which the Assignee or its successors or assigns reasonably deem desirable. Further, Assignor does hereby convey, assign, transfer, sell and deliver unto TFCC and its successors and assigns, forever, all of the Assignor's right, title and interest in, to and under the Escrow Agreement made and entered into as of October 26, 2006 by and among Industry Ventures Acquisition Fund II (Aperture), L.P. ("IVAF"), a Delaware limited partnership, and Industry Ventures Fund IV, L.P. ("IVF") a Delaware limited partnership (IVAF and IVF are collectively referred to herein as "Purchasers"), Comerica Bank, a Michigan banking corporation (the "Escrow Holder"), Technology Funding Partners III Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation (the "Trust III"), Technology Funding Venture Partners IV Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation ("Trust IV") and Technology Funding Venture Partners V Liquidating Trust, a trust formed under the laws of the State of Delaware, by and through its sole trustee, Technology Funding, Inc., a California corporation ("Trust V") in exchange for TFCC agreeing to perform certain tasks and make all payments to third parties in regard to the preparation of the 2006 Partnership tax return and 2006 Trust tax return and any examination therefore, preparation of all beneficiary communications and financial statements which Assignor is currently obligated to file, and payment for six years of records retention at not less than $10,000 per year as well as Assignor's obligations for indemnification or otherwise related to the current SEC examination initiated by the deficiency letter issued May 17, 2006. The Assignor hereby constitutes and appoints TFCC and its successors and assigns as its true and lawful attorneys-in-fact in connection with the transactions contemplated in the paragraph immediately preceding, with full power of substitution, in the name and stead of the Assignor but on behalf of and for the benefit of TFCC and its successors and assigns, to demand and receive any and all claimsof the assets, costsproperties, chargesrights and business hereby conveyed, expensesassigned, losses and feestransferred or intended so to be, includingand to give receipt and releases for and in respect of the same and any part thereof, but not limited toand from time to time to institute and prosecute, reasonable attorneys’ feesin the name of the Assignor or otherwise, incurred by Assigneefor the benefit of TFCC or its successors and assigns, arising from proceedings at law, in equity, or as a result otherwise, which TFCC or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any portion of Assignor’s the Transferred Escrow Account and to do all acts or omissions, arising prior and things in relation to the date hereof, asserted by any assets which TFCC or its successors or assigns reasonably deem desirable. The instrument shall be binding upon and shall inure to the benefit of said tenants or any person or persons claiming under any the respective successors and assigns of them with respect to any such Leasesthe Assignor and the Assignee. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases instrument shall be treated construed and enforced in accordance with the requirements of Section 11.2 laws of the Purchase AgreementState of Delaware, which is incorporated herein by this referencewithout regard to conflict of law.

TO HAVE AND TO HOLD. all of each Grantor’s right, title and interest in and to all of the same oil, gas and other minerals in and under and that may be produced from the Premises, together with all of the rights, privileges and appurtenances thereto in any way belonging, with the right of ingress and egress and possession at all times for the purpose of mining, drilling, exploring, operating and developing the Premises for oil, gas and other minerals and the maintenance of facilities and means necessary or convenient for producing, storing, treating, transporting and marketing such oil, gas and other minerals, unto Grantee, its successors and assigns forever. Each Grantor hereby agrees to warrant and defend title to the AssigneePremises unto Grantee, its successors and assigns, from against every Person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under such Grantor, but not otherwise; subject, however, to the Permitted Encumbrances. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV OF THE PURCHASE AGREEMENT OR SECTION 10.2 OF THE PURCHASE AGREEMENT, IN THIS MINERAL DEED, IN THE ASSIGNMENT OR IN THE CERTIFICATES OF EACH GRANTOR DELIVERED AT CLOSING PURSUANT TO SECTION 9.3(f) OF THE PURCHASE AGREEMENT, THIS DEED IS MADE WITHOUT EXPRESS OR IMPLIED WARRANTY OF TITLE OF ANY KIND. This Oil, Gas, and after the date hereof Mineral Deed (this “Deed”) is made in accordance with and is subject to the terms, covenants, covenants and conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement Agreement, dated as of October 1September 30, 2010 2013, by and between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, Grantors and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser Grantee (the “Purchase Agreement”). The Assignee hereby assumes Any capitalized terms used but not defined in the performance Deed shall have the meaning ascribed to such terms in the Purchase Agreement. This Deed is made subject to any and all easements, restrictions, covenants, conditions, reservations and mineral or royalty conveyances of all of the termsrecord, covenants and conditions of the Leases herein assigned by the Assignor if any, applicable to the Assignee from Premises or any part thereof. This Deed is made subject to any valid and after subsisting oil, gas or other mineral lease or leases on the date hereof Premises; but, for the same consideration hereinabove mentioned, Grantors have sold, transferred, assigned and hereby agrees to perform all of the termsconveyed, covenants and conditions contained in the Leases from by these presents do sell, transfer, assign and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself convey unto Grantee and its legal representatives, successors and assigns all of each Grantor’s interest in all the rights, rentals, royalties and other benefits accruing or to accrue under said leases, if any. This Deed shall in all respects be governed by, and construed in accordance with, the substantive federal laws of the United States and the laws of the State of West Virginia without regard to its conflict of laws principles. Grantors and Grantee agree that any claims arising out of or relating to indemnify and save harmless Assignor and this Deed, including the meaning of its legal representativesprovisions, successors and assignsits breach or invalidity of its terms, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior shall be settled pursuant to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements provisions of Section 11.2 15.10 of the Purchase Agreement. This Oil, which Gas, and Mineral Deed is incorporated made as of , 2013, and is effective as of 7:00 a.m. Eastern Time on September 1, 2013. By: Name: Title: STATE OF COUNTY OF On this, the day of , 2013, before me a Notary Public, the undersigned officer, , personally appeared and acknowledged himself to be the of American Shale Development, Inc., a Delaware corporation, and that he as such officer and being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as . Notary Public SEAL My commission expires: By: Republic Energy Operating, LLC Its Manager By: Name: Title: STATE OF COUNTY OF On this, the day of , 2013, before me a Notary Public, the undersigned officer, , personally appeared and acknowledged himself to be the of Republic Energy Operating, LLC, the Manager of Republic Energy Ventures, LLC, a Delaware limited liability company, and that he as such officer and being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the company by himself as . Notary Public SEAL My commission expires: By: Name: Title: EXHIBIT C 9/27/2013 This Joint Use Agreement (this “Agreement”) is entered into effective as of the [•] day of December, 2013 (the “Closing Date”), by and among (i) Prima Oil Company, Inc., a Delaware corporation (“Prima”), Republic Energy Ventures, LLC, a Delaware limited liability company (“Republic”), and Sancho Oil & Gas Corporation, a West Virginia corporation (“Sancho” and, collectively with Prima and Republic, the “Seller Parties” and, each, a “Seller Party”), and (ii) Antero Resources Corporation, a Delaware corporation (“Buyer”). Seller Parties and Buyer are each referred to herein by as a “Party” and collectively as the “Parties”. All capitalized terms used but not defined in this referenceAgreement shall have the meaning given to such terms in the Purchase Agreement (defined below).

TO HAVE AND TO HOLD. all and singular the same aforesaid property unto the AssigneeMortgagee, and its successors and assigns, from in trust for the equal and after proportionate benefit and security of the Loan Participants, the Note Holders and the other holders of Secured Obligations, except as provided in Section 2.14 and Article III hereof without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date hereof of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in clauses (1) through [(8)/(9)] inclusive above, subject to the terms, covenants, conditions terms and provisions set forth in this Trust Indenture. It is expressly agreed that anything herein contained in to the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse againstcontrary notwithstanding, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1Owner Trustee shall remain liable under the Indenture Agreements, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the termsobligations assumed by it thereunder, covenants except to the extent prohibited or excluded from doing so pursuant to the terms and conditions contained provisions thereof, and the Mortgagee, the Loan Participants, the Note Holders and the other holders of Secured Obligations shall have no obligation or liability under the Indenture Agreements, by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Loan Participants, the Note Holders or the other holders of Secured Obligations be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to the Indenture Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Trustee does hereby constitute the Mortgagee the true and lawful attorney of the Owner Trustee, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the Leases from name of the Owner Trustee or otherwise) to ask for, require, demand, receive, compound and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible give acquittance for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claimsmonies and claims for monies (in each case including insurance and requisition proceeds but in all cases excluding Excluded Payments) due and to become due under or arising out of the Indenture Agreements, costsand all other property which now or hereafter constitutes part of the Trust Indenture Estate, charges, expenses, losses to endorse any checks or other instruments or orders in connection therewith and fees, includingto file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises. Without limiting the generality of the foregoing, but not limited tosubject to the rights of the Owner Trustee and the Owner Participant under Sections 2.13, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from 4.03 and after the date 4.04(a) hereof, asserted during the continuance of any Event of Default under this Trust Indenture, the Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in the name of and on behalf of the Owner Trustee an appropriate b▇▇▇ of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by any of said tenants such purchaser, and to perform all other necessary or any person or persons claiming under any of them appropriate acts with respect to any such Leasespurchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name or in the name of the Owner Trustee or otherwise, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; PROVIDED, HOWEVER, that no action of the Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of the Owner Trustee to any Person beyond those obligations and liabilities specifically set forth in this Trust Indenture and in the other Operative Agreements. Assignor does hereby Under the Lease, Lessee is directed, so long as this Trust Indenture shall not have been fully discharged, to make all payments of Rent (other than Excluded Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excluded Payments) directly to, or as directed by, the Mortgagee at such address or addresses as the Mortgagee shall specify, for itself and its legal representativesapplication as provided in this Trust Indenture. The Owner Trustee agrees that promptly upon receipt thereof, successors and assigns agree it will transfer to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against the Mortgagee any and all claimsmonies from time to time received by it constituting part of the Trust Indenture Estate, costsfor distribution by the Mortgagee pursuant to this Trust Indenture, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior except that the Owner Trustee shall accept for distribution pursuant to the date Trust Agreement any amounts distributed to it by the Mortgagee under this Trust Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Mortgagee may reasonably deem necessary or desirable to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants and agrees that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, asserted by any of said tenants its right, title or any person or persons claiming under any of them interest hereby assigned, to anyone other than the Mortgagee, and that it will not, except as otherwise provided in this Trust Indenture and except with respect to Excluded Payments to which it is entitled, (i) accept any such Leasespayment from Lessee [or any Permitted Sublessee] under any Indenture Agreement, (ii) enter into any agreement amending or supplementing any Indenture Agreement, (iii) execute any waiver or modification of, or consent under, the terms of, or exercise any rights, powers or privileges under, any Indenture Agreement, (iv) settle or compromise any claim arising under any Indenture Agreement or (v) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any Indenture Agreement to arbitration thereunder. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under The Owner Trustee does hereby agree that it will not without the Leases shall be treated in accordance with the requirements of Section 11.2 written consent of the Purchase Agreement, which is incorporated herein by this reference.Mortgagee:

TO HAVE AND TO HOLD. the same unto Assignee forever. Assignor hereby constitutes and appoints Assignee the true and lawful attorney of Assignor, with the full power of substitution, in the name of Assignee or in the name of Assignor, but by and on behalf of and for the sole benefit of Assignee, to demand and receive from time to time any and all of the above described Acquired Assets, and from time to time to institute and prosecute, in the name of Assignor or otherwise on behalf of Assignor, any and all proceedings at law, in equity or otherwise which Assignee may deem necessary or desirable in order to receive, collect, assert or enforce any right, title, benefit or interest of any kind in or to the above described Acquired Assets and to defend and compromise any and all actions, suits or proceedings in respect thereof and to do all such acts and things and execute any instruments in relation thereto as Assignee may deem advisable. Without limitation of any of the foregoing, Assignor hereby authorizes any authorized representative of Assignee to endorse or assign any instrument, contract or chattel paper relating to the above described Acquired Assets. Assignor agrees that the foregoing appointment made and the powers hereby granted are coupled with an interest and shall be irrevocable by Assignee. All of the terms and provisions of this General Assignment will be binding upon Assignor and its successors and assigns, from assigns and after the date hereof subject will enure to the termsbenefit of Assignee; provided, covenants, conditions and provisions contained that nothing in the Leases. This assignment is made without warranty or representationthis General Assignment, express or implied, byis intended or shall be construed to confer upon or give to any person, firm, partnership, corporation or recourse against, the Assignor of other entity other than Assignee any kind rights or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned remedies under or by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date reason of this AgreementGeneral Assignment. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.* * * * *

TO HAVE AND TO HOLD. the same unto foregoing Property and the Assignee, its rights hereby granted for the use and benefit of the Trustee and the V:\106\10670\EDNO2.NTE ▇▇▇▇▇▇▇'s successors and assignsassigns forever in trust, from for the uses and after purposes set forth, possession of the date hereof subject Property being hereby granted and conveyed to the termsTrustee; AND Mortgagor covenants and warrants with and to Mortgagee that Mortgagor is indefeasibly seized of the Property and has good right, covenants, conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLCfull power, and 382/384 Bleecker, LLC, as Seller, lawful authority to convey and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of encumber all of the terms, covenants same as aforesaid; that Mortgagor hereby fully warrants the title to the Property and conditions will defend the same and the validity and priority of the Leases herein assigned lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever; and Mortgagor further warrants that the Property is free and clear of all liens and encumbrances of any kind, nature or description, save and except only (with respect to said Real Property, Improvements and Appurtenances) for real property taxes for years subsequent to 1994 (which are not yet due and payable), those matters set forth in the title insurance policy issued to Mortgagee insuring the second lien priority of this Mortgage, and those matters described in the surveys of the Real Property prepared by Sterling Co. during March of 1994 and July of 1995, and certified to Mortgagee to the extent such matters are disclosed in the title insurance policy or, if not disclosed therein, insured over thereby (hereinafter referred to as the "Permitted Exceptions"); PROVIDED ALWAYS, however, that if Mortgagor shall pay unto Mortgagee the indebtedness evidenced by the Assignor to Note, and, for and only during the Assignee from and after period of time commencing with the date hereof and continuing up to and including September 5, 1998, the indebtedness evidenced by the South Note and the South First Note, and if Mortgagor shall duly, promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the agreements, conditions and covenants of the Note, this Mortgage, and all other documents and instruments executed as further evidence of or as security for the indebtedness secured hereby, and, for and only during the period of time commencing with the date hereof and continuing up to and including September 5, 1998, if Mortgagor shall duly, promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the agreements, conditions and covenants of the South Note, the South First Note, and all documents and instruments executed as further evidence of or as security for the indebtedness evidenced by the South Note and/or the South First Note, then this Mortgage and the estates and interests hereby granted and created shall cease, terminate and be null and void, and shall be discharged of record by a proper deed of release furnished by the Mortgagee and executed in recordable form, at the request and expense of Mortgagor, which expense Mortgagor agrees to perform all pay; AND ▇▇▇▇▇▇▇▇▇, for the benefit of the terms, covenants Mortgagee and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee Trustee does hereby for itself expressly covenant and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.agree: PAYMENT OF PRINCIPAL AND INTEREST V:\106\10670\EDNO2.NTE

TO HAVE AND TO HOLD. the same unto the Assignee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the Leasessaid leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1dated as of April __, 2010 2011 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 BleeckerAA Olympic, LLC, as Seller, and American Realty Capital IIIII, LLC, as Purchaser (the “Purchase Agreement”)Purchaser. The Assignee does hereby assumes the performance of all for itself and its successors and assigns acknowledge receipt of the terms, covenants Deposits and conditions does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the Leases herein assigned said leases and/or tenancies pursuant to which the same were initially deposited. Assignor represents and warrants to Assignee that the Deposits listed on Schedule A are the only security deposits required to be held by the Assignor with respect to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this AgreementAssigned Leases. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to any such LeasesDeposits. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, hereof asserted by any of said tenants or any person or persons claiming under any of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such Leasestenants or persons as security deposits and not included in the Deposits. This Agreement agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.

TO HAVE AND TO HOLD. all and singular the same aforesaid property unto the AssigneeMortgagee, and its successors and assigns, from in trust for the equal and after proportionate benefit and security of the date hereof Secured Parties for the uses and purposes and in all cases and as to all property specified in paragraphs (1) through (7) inclusive above, subject to the terms, covenants, conditions terms and provisions set forth in this Mortgage. 3 It is expressly agreed that anything herein contained in to the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse againstcontrary notwithstanding, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (Company shall remain liable under the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees Pledged Agreements to perform all of the termsobligations assumed by it thereunder, covenants except to the extent prohibited or excluded from doing so pursuant to the terms and conditions contained provisions thereof, and the Secured Parties shall have no obligation or liability under the Pledged Agreements by reason of or arising out of the assignment hereunder, nor shall the Secured Parties be required or obligated in any manner to perform or fulfill any obligations of the Company under or pursuant to the Pledged Agreements, or to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Company does hereby constitute the Mortgagee the true and lawful attorney of the Company, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the Leases from name of the Company or otherwise) to ask for, require, demand, receive, compound and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible give acquittance for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claimsmonies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Pledged Agreements, costsand all other property which now or hereafter constitutes part of the Collateral, charges, expenses, losses to endorse any checks or other instruments or orders in connection therewith and fees, including, but to file any claims or to take any action or to institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided that the Mortgagee shall not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to exercise any such Leasesrights except upon the occurrence and during the continuance of an Event of Default. Assignor does hereby for itself The Company agrees that at any time and its legal representativesfrom time to time, successors upon the written request of the Mortgagee, the Company will promptly and assigns agree duly execute and deliver or cause to indemnify be duly executed and save harmless Assignee and its legal representatives, successors and assigns, from and against delivered any and all claimssuch further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, costspreserve or protect the mortgage, charges, expenses, losses security interests and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from assignments created or as a result of Assignor’s acts intended to be created hereby or omissions, arising prior to obtain for the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under Mortgagee the Leases shall be treated in accordance with the requirements of Section 11.2 full benefits of the Purchase Agreement, which is incorporated assignment hereunder and of the rights and powers herein by this referencegranted.

TO HAVE AND TO HOLD. the same Assigned Properties unto Assignee, its successors, and assigns, forever, and Assignor does hereby bind itself, its successors and assigns, to WARRANT and FOREVER DEFEND, all and singular, title to the Assigned Properties unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof. Assignor hereby constitutes and appoints Assignee as Assignor’s true and lawful attorney, with full power of substitution, for it and in its name, place, and stead, or otherwise, but on behalf of and for the benefit of Assignee, to demand and receive from time to time any and after all of the date hereof subject Assigned Properties hereby sold, assigned, and conveyed, or intended so to be, and to get receipts and releases for and in respect of the same or any part thereof, and from time to time to institute and prosecute in the name of Assignor or otherwise, but at the expense and for the benefit of Assignee, any and all proceedings at law, in equity, or otherwise, that Assignee may deem proper in order to collect, assert, or enforce any claim, right, or title, of any kind, in and to the Assigned Properties, and to defend and compromise any and all actions, suits, or proceedings in respect of any of the Assigned Properties, and generally to do all and any such acts and things in relation thereto as Assignee shall deem advisable; provided, however, that Assignee shall indemnify and by its acceptance hereof agrees to hold Assignor harmless from any loss, cost, expense (including reasonable attorney’s fees), claim, demand, or liability arising out of the exercise by Assignee of the powers hereby granted to Assignee by Assignor. Assignor fully covenants and warrants to Assignee, its successors and assigns, that Assignor is well seized of the Assigned Properties, has good and marketable title thereto and has the right to convey the same; that the same is free and clear of all liens, charges and encumbrances, other than any which may be created or imposed thereon by Assignee; and that it will warrant and defend the title thereto unto Assignee, its successors and assigns, against the lawful claims of all persons whomsoever who may claim any interest therein by, through or under Assignor, except those claiming by, through or under Assignee. Capitalized terms, covenantsunless otherwise defined herein, conditions and provisions contained in shall have the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except same meaning as specifically provided defined in that certain Purchase and Sale Agreement between the Parties dated as October 20, 2010. EXECUTED this 19th day of October 1November, 2010 between BSC 3872010. WILDCAT MOUNTAIN SKI AREA, LLCINC., 382/384 Perry Retaila New Hampshire corporation WC ACQUISITION CORP., LLCa New Hampshire corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Bleecker Street CondoPresident By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, LLCVP MEADOW GREEN-WILDCAT SKILIFT CORP., and 382/384 Bleeckera New Hampshire corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLCPresident MEADOW GREEN — WILDCAT CORP., as Sellera New Hampshire corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.President

TO HAVE AND TO HOLD. the same Assigned Properties unto Assignee, its successors, and assigns, forever, and Assignor does hereby bind itself, its successors and assigns, to WARRANT and FOREVER DEFEND, all and singular, title to the Assigned Properties unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof. Assignor hereby constitutes and appoints Assignee as Assignor’s true and lawful attorney, with full power of substitution, for it and in its name, place, and stead, or otherwise, but on behalf of and for the benefit of Assignee, to demand and receive from time to time any and after all of the date hereof subject Assigned Properties hereby sold, assigned, and conveyed, or intended so to be, and to get receipts and releases for and in respect of the same or any part thereof, and from time to time to institute and prosecute in the name of Assignor or otherwise, but at the expense and for the benefit of Assignee, any and all proceedings at law, in equity, or otherwise, that Assignee may deem proper in order to collect, assert, or enforce any claim, right, or title, of any kind, in and to the Assigned Properties, and to defend and compromise any and all actions, suits, or proceedings in respect of any of the Assigned Properties, and generally to do all and any such acts and things in relation thereto as Assignee shall deem advisable; provided, however, that Assignee shall indemnify and by its acceptance hereof agrees to hold Assignor harmless from any loss, cost, expense (including reasonable attorney’s fees), claim, demand, or liability arising out of the exercise by Assignee of the powers hereby granted to Assignee by Assignor. Assignor fully covenants and warrants to Assignee, its successors and assigns, that Assignor is well seized of the Assigned Properties, has good and marketable title thereto and has the right to convey the same; that the same is free and clear of all liens, charges and encumbrances, other than any which may be created or imposed thereon by Assignee; and that it will warrant and defend the title thereto unto Assignee, its successors and assigns, against the lawful claims of all persons whomsoever who may claim any interest therein by, through or under Assignor, except those claiming by, through or under Assignee. Capitalized terms, covenantsunless otherwise defined herein, conditions and provisions contained in shall have the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except same meaning as specifically provided defined in that certain Purchase and Sale Agreement between the Parties dated as October 20, 2010. EXECUTED this 19th day of October 1November, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference2010.

TO HAVE AND TO HOLD. all and singular the same Assigned Properties unto the Assignee, its and Assignee’s successors, and assigns forever, and Assignor does hereby bind Assignor, and Assignor’s successors and assigns, to warrant and forever defend all and singular the Assigned Properties unto Assignee, and Assignee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Assignor, but not otherwise; subject, however, to the Permitted Encumbrances. Assignee hereby assumes all of the obligations of Assignor arising under the Contracts, Licenses and Permits and Warranties and Guaranties required to be performed from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse againstClosing Date, the Assignor of any kind Villa Tuscany Closing Date or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLCthe Deerwood Village Closing Date, as Seller, and American Realty Capital II, LLC, as Purchaser applicable (the “Purchase Agreement”but not those required to be performed prior thereto). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save hold harmless Assignor and its legal representatives, successors and assigns, from and against any and all claimsloss, costsliability, chargescost, expensesclaim, losses and fees, including, but not limited to, reasonable attorneys’ fees, damage or expense incurred to enforce any rights and/or secure any remedies under this Assignment resulting by Assignor, reason of the failure of Assignee to perform its obligations arising from or as a result of Assignee’s acts or omissions, arising under the Assigned Properties from and after the date hereofClosing Date, asserted by any of said tenants the Villa Tuscany Closing Date or any person or persons claiming the Deerwood Village Closing Date, as applicable, and/or Assignee’s failure to perform its obligations under any of them with respect to any such Leasesthis Assignment. Assignor does hereby for itself and its legal representatives, successors and assigns agree agrees to indemnify and save hold harmless Assignee and its legal representatives, successors and assigns, from and against any and all claimsloss, costsliability, chargescost, expensesclaim, losses and feesdamage or expense incurred to enforce any rights and/or secure any remedies under this Assignment resulting by reason of the failure of Assignor to perform its obligations arising under the Assigned Properties prior to Closing Date, includingthe Villa Tuscany Closing Date or the Deerwood Village Closing Date, but not limited toas applicable, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of and/or Assignor’s acts failure to perform its obligations under this Assignment. Assignor will cooperate with Assignee to secure performance by any warrantor or omissionsguarantor for any work Assignee believes should be performed pursuant to any of the Warranties and Guaranties. The foregoing indemnification shall survive for a period of twelve months after the date hereof and shall thereafter expire. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, arising prior ASSIGNEE TAKES THE ASSIGNED PROPERTIES “AS IS”, “WHERE IS” AND WITH “ALL FAULTS”. EXCEPT AS OTHERWISE SET FORTH HEREIN AND IN THE AGREEMENT, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PERSONAL PROPERTY AND/ OR THE ASSIGNED PROPERTIES, AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. ASSIGNOR EXPRESSLY DISCLAIMS AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES AND ACCEPTS THAT ASSIGNOR HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE ASSIGNED PROPERTIES, EXCEPT AS OTHERWISE SET FORTH HEREIN AND IN THE AGREEMENT, INCLUDING WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE ASSIGNED PROPERTIES, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE ASSIGNED PROPERTIES AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE ASSIGNED PROPERTIES. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, ASSIGNOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE ASSIGNED PROPERTIES FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the date hereof, asserted by any benefit of said tenants or any person or persons claiming under any of them with respect to any such Leasesthe parties hereto and their respective successors and assigns. This Agreement Assignment may only be executed modified, altered, amended, or terminated by the written agreement of Assignor and Assignee. If any term, covenant or condition of this Assignment shall be held to be invalid, illegal or unenforceable in counterpartsany respect, which counterparts, when taken together, this Assignment shall constitute a single agreementbe construed without such provision. Rent collected This Assignment shall be governed by and construed under the Leases shall be treated in accordance with the requirements of Section 11.2 laws of the Purchase Agreement, state in which the Property is incorporated herein by this referencelocated without regard to principles of conflicts of law.

TO HAVE AND TO HOLD. the same foregoing Mortgaged Property and the rights hereby granted for its use and benefit unto the Assignee, Lender and its successors and assignsassigns in fee simple forever. In order to secure the repayment of the Loan evidenced and represented by the Note, together with interest on the Loan, as well as the payment of all other sums of money secured hereby, as hereinafter provided; and to secure the observance, performance and discharge by Borrower of all covenants, conditions and agreements set forth in the Note, this Mortgage and in the other Loan Documents; and in order to charge the properties, interests and rights hereinafter described with such payment, observance, performance and discharge; and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) paid by Lender and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby grants Lender a security interest in all Fixtures, Goods (including, without limitation, Consumer Goods, Inventory, Equipment and Farm Products), Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper and Tangible Chattel Paper), Instruments, General Intangibles (including, without limitation, Payment Intangibles and Software), Letters of Credit, Letter-of-Credit Rights, Documents, As-Extracted Collateral, Money and Deposit Accounts of every kind, and all proceeds thereof, including, without limitation, any and all licenses, permits, franchises, trademarks, trade names, service marks or logos, plans, specifications, maps, construction contracts, instruments, insurance policies, fittings and fixtures of every kind, which is, are or shall hereafter be located upon, attached, affixed to or used or useful, either directly or indirectly, in connection with the complete and comfortable use, occupancy and operation of the Real Property, Improvements or Appurtenances as a shopping center project (the “Existing Use”), or any other business, enterprise or operation as may hereafter be conducted upon or with said Real Property, Improvements or Appurtenances, including, without limitation, any and all licenses, permits or franchises, used or required in connection with such use, occupancy or operation as well as the proceeds thereof or therefrom regardless of form, all security deposits and advance rentals under lease agreements now or at any time hereafter covering or affecting any of the Property and held by or for the benefit of Borrower, all monetary deposits which Borrower has been required to give to any public or private utility with respect to utility services furnished to the Real Property or Improvements, all rents, issues and profits from leases of all or any part of the Real Property or Improvements, all proceeds (including premium refunds) of each policy of insurance relating to the Real Property or Improvements, all proceeds from the taking of the Real Property or Improvements or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof, all amounts deposited in escrow for the payment of ad valorem taxes, assessments, charges, ground rentals and/or premiums for policies of insurance with respect to the Real Property or Improvements, all proceeds and after other amounts paid or owing to Borrower under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Real Property or Improvements, all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Real Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to Borrower by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Real Property or any part thereof (collectively, the “Fixtures and Personal Property”) which term expressly excludes any toxic waste or substance deemed hazardous under federal, regional, state or local laws, codes, ordinances, statutes, rules, regulations, decisions or orders). The Mortgaged Property and the Fixtures and Personal Property are herein together referred to as the “Property”. Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating to the Property and the grant of the foregoing security interest which are defined in the Uniform Commercial Code of the State (the “UCC”) shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date hereof subject of this Mortgage, then such term, as used herein, shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Mortgage, such amendment or holding shall be disregarded in defining terms used in this Mortgage. Borrower hereby covenants and warrants with and to Lender that Borrower is indefeasibly seized of the Property and has good right, full power, and lawful authority to convey and encumber all of the same as aforesaid; that Borrower hereby fully warrants the title to the Property and will defend the same and the validity and priority of the lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever; and Borrower further warrants that the Property is free and clear of all liens and encumbrances of any kind, nature or description, save and except only (with respect to said Real Property, Improvements and Appurtenances) for real property taxes for years subsequent to 2004 (which are not yet due and payable) and those exceptions accepted by Lender as set forth in the title insurance commitment or proforma policy issued to Lender precedent to the issuance of a Lender’s Policy of Title Insurance insuring the first lien priority of this Mortgage (the “Permitted Exceptions”). If Borrower shall pay to Lender the Loan evidenced by the Note, and if Borrower shall duly, promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the terms, covenants, conditions and provisions contained in agreements of the Leases. This assignment is made without warranty or representationNote, express or impliedthis Mortgage and all other Loan Documents, bythen this Mortgage and the estates and interests hereby granted and created shall cease, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase terminate and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLCbe null and void, and 382/384 Bleeckershall be discharged of record at the expense of Borrower. Borrower, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (for the “Purchase Agreement”). The Assignee hereby assumes the performance benefit of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself Lender and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself expressly covenant and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.follows:

TO HAVE AND TO HOLD. the same foregoing Mortgaged Property and the rights hereby granted for its use and benefit unto the Assignee, Lender and its successors and assignsassigns in fee simple forever. In order to secure the repayment of the Loan evidenced and represented by the Note, together with interest on the Loan, as well as the payment of all other sums of money secured hereby, as hereinafter provided; and to secure the observance, performance and discharge by Borrower of all covenants, conditions and agreements set forth in the Note, this Mortgage and in the other Loan Documents; and in order to charge the properties, interests and rights hereinafter described with such payment, observance, performance and discharge; and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) paid by Lender and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby grants Lender a security interest in all Fixtures, Goods (including, without limitation, Consumer Goods, Inventory, Equipment and Farm Products), Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper and Tangible Chattel Paper), Instruments, General Intangibles (including, without limitation, Payment Intangibles and Software), Letters of Credit, Letter-of-Credit Rights, Documents, As-Extracted Collateral, Money and Deposit Accounts of every kind, and all proceeds thereof, including, without limitation, any and all licenses, permits, franchises, trademarks, trade names, service marks or logos, plans, specifications, maps, construction contracts, instruments, insurance policies, fittings and fixtures of every kind, which is, are or shall hereafter be located upon, attached, affixed to or used or useful, either directly or indirectly, in connection with the complete and comfortable use, occupancy and operation of the Real Property, Improvements or Appurtenances as a retail center project (the “Existing Use”), or any other business, enterprise or operation as may hereafter be conducted upon or with said Real Property, Improvements or Appurtenances, including, without limitation, any and all licenses, permits or franchises, used or required in connection with such use, occupancy or operation as well as the proceeds thereof or therefrom regardless of form, all security deposits and advance rentals under lease agreements now or at any time hereafter covering or affecting any of the Property and held by or for the benefit of Borrower, all monetary deposits which Borrower has been required to give to any public or private utility with respect to utility services furnished to the Real Property or Improvements, all rents, issues and profits from leases of all or any part of the Real Property or Improvements, all proceeds (including premium refunds) of each policy of insurance relating to the Real Property or Improvements, all proceeds from the taking of the Real Property or Improvements or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof, all amounts deposited in escrow for the payment of ad valorem taxes, assessments, charges, ground rentals and/or premiums for policies of insurance with respect to the Real Property or Improvements, all proceeds and after other amounts paid or owing to Borrower under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Real Property or Improvements, all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Real Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to Borrower by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Real Property or any part thereof (collectively, the “Fixtures and Personal Property”) which term expressly excludes any toxic waste or substance deemed hazardous under federal, regional, state or local laws, codes, ordinances, statutes, rules, regulations, decisions or orders). The Mortgaged Property and the Fixtures and Personal Property are herein together referred to as the “Property”. Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating to the Property and the grant of the foregoing security interest which are defined in the Uniform Commercial Code of the State (the “UCC”) shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date hereof of this Mortgage, then such term, as used herein, shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Mortgage, such amendment or holding shall be disregarded in defining terms used in this Mortgage. Borrower hereby covenants and warrants with and to Lender that Borrower is indefeasibly seized of the Property and has good right, full power, and lawful authority to convey and encumber all of the same as aforesaid; that subject to the Permitted Exceptions (as hereinafter defined) Borrower hereby fully warrants the title to the Property and will defend the same and the validity and priority of the lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever; and Borrower further warrants that the Property is free and clear of all liens and encumbrances of any kind, nature or description, save and except only (with respect to said Real Property, Improvements and Appurtenances) for real property taxes for years subsequent to 2004 (which are not yet due and payable) and those exceptions accepted by Lender as set forth in the title insurance commitment or proforma policy issued to Lender precedent to the issuance of a Lender’s Policy of Title Insurance insuring the first lien priority of this Mortgage (the “Permitted Exceptions”). If Borrower shall pay to Lender the Loan evidenced by the Note, and if Borrower shall duly, promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the terms, covenants, conditions and provisions contained in agreements of the Leases. This assignment is made without warranty or representationNote, express or impliedthis Mortgage and all other Loan Documents, bythen this Mortgage and the estates and interests hereby granted and created shall cease, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase terminate and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLCbe null and void, and 382/384 Bleeckershall be discharged of record at the expense of Borrower. Borrower, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (for the “Purchase Agreement”). The Assignee hereby assumes the performance benefit of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself Lender and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself expressly covenant and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.follows:

TO HAVE AND TO HOLD. the same unto the Assignee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the LeasesLease. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1February ____, 2010 2012 between BSC 387, 1100-1114 Kings Highway LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, 2067-2073 Coney Island Avenue LLC and 382/384 Bleecker, ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC, as Seller, and American Realty Capital IIIII, LLC, as Purchaser (the “"Purchase Agreement”"). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases Lease herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases Lease from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases Lease originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases Lease which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent and rent arrears (including any additional rent) collected under the Leases Lease shall be treated in accordance with the requirements of Section 11.2 Article 11 of the Purchase Agreement, which is incorporated herein by this reference. Any facsimile transmittal of original signature versions of this Agreement shall be considered to have the same legal effect as execution and delivery of the original document and shall be treated in all manner and respects as the original document. The parties also agree to promptly exchange counterparts with original signatures.

TO HAVE AND TO HOLD. the same Premises hereby mortgaged and conveyed or so intended, unto the AssigneeLender, its successors and assigns, forever, free from all rights and after benefits under and by virtue of the date hereof subject Homestead Exemption Laws or similar laws of the State or other jurisdiction in which the Premises are located (which rights and benefits are hereby expressly released and waived), for the uses and purposes herein set forth. THE MORTGAGOR hereby covenants with and warrants to Lender and with the termspurchaser at any foreclosure sale that at the execution and delivery hereof, covenantsMortgagor owns the Premises and has good, conditions indefeasible estate therein, in fee simple; that the Premises are free from all encumbrances whatsoever (and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor any claim of any kind or nature whatsoever except other person thereto) other than those approved and permitted by Lender (“Permitted Exceptions”) which are listed, described and set forth in Schedule B - Section 2 of First American Title Insurance Company’s Lender's Title Insurance Policy NCS-195868 dated May 11, 2005, as specifically provided in that certain Purchase and Sale Agreement updated by a date down endorsement dated as of October 1November 20, 2010 between BSC 3872006, LLCnaming Lender as the proposed insured thereunder, 382/384 Perry Retailincluding all endorsements thereto, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser approved by Lender (the “Purchase AgreementTitle Commitment”) and in Schedule B of the Loan Policy of title insurance issued to Lender pursuant to the Title Commitment insuring the lien of this Mortgage (the “Loan Policy”); that it has good and lawful right to sell, convey, mortgage and encumber the Premises; and that Mortgagor and its successors and assigns shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. The Assignee hereby assumes the performance of PROVIDED, HOWEVER, that if and when Mortgagor has paid all of the termsIndebtedness, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from has strictly performed and after the date hereof and hereby agrees to perform observed all of the agreements, terms, covenants conditions, provisions, and conditions warranties contained in this Mortgage and in all of the Leases from other Loan Documents, the estate, right, title, and after interest of Lender in and to the date hereofPremises shall cease and shall be released at the cost of Mortgagor, all with the but otherwise shall remain in full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this referenceeffect.

TO HAVE AND TO HOLD. the same unto the Assignee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the LeasesLease. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1May ____, 2010 2011 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, 163-30 Cross Bay Boulevard LLC, as Seller, and American Realty Capital IIIII, LLC, as Purchaser (the “"Purchase Agreement”"). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases Lease herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases Lease from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases Lease originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases Lease which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent and rent arrears (including any additional rent) collected under the Leases Lease shall be treated in accordance with the requirements of Section 11.2 Article 11 of the Purchase Agreement, which is incorporated herein by this reference. Any facsimile transmittal of original signature versions of this Agreement shall be considered to have the same legal effect as execution and delivery of the original document and shall be treated in all manner and respects as the original document. The parties also agree to promptly exchange counterparts with original signatures.

TO HAVE AND TO HOLD. the same unto the Assignee, its successors and assigns, from and after the date hereof hereof, subject to the terms, covenants, conditions and provisions contained in the LeasesAgreements. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Contracts described on Schedule A attached hereto and the Equipment Leases herein assigned by described on Schedule B attached hereto on the Assignor Assignor's part to the Assignee be performed thereunder from and after the date hereof and hereby agrees to will perform all of the terms, covenants and conditions contained in the of such Contracts and Equipment Leases arising or accruing from and after the date hereof, all with the full same force and effect as if though the Assignee had signed the such Contracts and Equipment Leases originally as the landlord a party named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby agree for itself and itself, its legal representatives, and its successors and assigns agree to indemnify indemnify, defend and save harmless Assignor and the Assignor, its legal representatives, successors and assigns, harmless from and against any and all claims, costslosses, charges, expenses, losses suits and fees, expenses (including, but not limited to, reasonable attorneys’ fees, incurred legal fees and litigation expenses) asserted or arising in connection with the performance by Assignor, arising from or as a result of Assignee’s acts or omissions, arising Assignee under the Contracts described on Schedule A attached hereto and the Equipment Leases described on Schedule B attached hereto from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby agree for itself itself, its legal representatives and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, to indemnify, defend and save the Assignee, its legal representatives and its successors and assigns, harmless from and against any and all claims, costslosses, charges, expenses, losses suits and fees, expenses (including, but not limited to, reasonable attorneys’ fees, incurred legal fees and litigation expenses) asserted or arising in connection with the performance by Assignee, arising from or as a result of Assignor’s acts or omissions, arising Assignor under the Contracts described on Schedule A attached hereto and the Equipment Leases described on Schedule B attached hereto prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.

TO HAVE AND TO HOLD. all and singular the Mortgaged Property, unto the Mortgagee, its successors and assigns forever. AND the Mortgagor covenants with the Mortgagee that the Mortgagor is indefeasibly seized of fee simple title to said Land and has good and lawful authority to mortgage said Land; that the Mortgagor hereby fully warrants the title to said Land and will defend the same against the lawful claims of all persons whomsoever; and that said Land is free and clear of all encumbrances except those exceptions set forth on Exhibit “B” attached hereto and incorporated by reference. PROVIDED, ALWAYS, that if the Mortgagor shall pay unto the AssigneeMortgagee the said Obligations (including any future advances); AND if the Mortgagor shall duly, promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every of the stipulations, agreements, conditions and covenants therein and in this Mortgage, then this Mortgage and all assignments contained herein shall cease and be null and void; otherwise to remain in full force and effect. THIS MORTGAGE secures (a) the obligations of Borrowers to Mortgagee under the Note; (b) any and all advances or expenditures made by Mortgagee pursuant to the terms of this Mortgage; (c) attorneys’ fees, court costs, and other amounts which may be due under the Note or this Mortgage; (d) any and all other indebtedness of Mortgagor to Mortgagee, now existing or hereafter arising, of whatever class or nature, whether or not now contemplated by the parties, including future advances pursuant to S.C. Code ▇▇▇. § 29-3-50 (as set forth more fully below); and (e) any and all extensions, renewals, and modifications of any of the foregoing (all of (a) through (e) being hereinafter referred to the as “Obligations”). Extensions, renewals, and modifications of the debt secured hereby, and future advances, may bear interest at a rate or rates higher than the rate borne by the Note. THIS MORTGAGE shall secure not only existing indebtedness but all future advances (in accordance with S.C. Code ▇▇▇. § 29-3-50, as amended), readvances, and additional indebtedness hereafter arising or incurred of Mortgagor to Mortgagee, and any notes evidencing the same, whether such advances or indebtedness is obligatory or to be made at the option of the Mortgagee, or otherwise, to the same extent as if such future advance or indebtedness was made on the date of the execution of this Mortgage, but the indebtedness secured by this Mortgage shall not exceed at any one time the maximum principal amount of SIX MILLION NINE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($6,950,000.00), plus interest thereon, reasonable attorneys’ fees and court costs, and plus advancements for taxes, insurance premiums, and repairs made by Mortgagee. ALL indebtedness incurred after the date hereof by Mortgagor in favor of Mortgagee shall be deemed to be a future advance and entitled to the protection of this provision. Such future indebtedness may bear interest at a rate or rates greater than the rate set forth in the Note. Interest on the Note will be deferred, accrued, or capitalized, but Mortgagee shall not be required to defer, accrue, or capitalize any interest except as provided in the Note. AS FURTHER SECURITY for the Obligations, Mortgagor hereby grants to Mortgagee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained a continuing security interest in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser following (the “Purchase AgreementAdditional Property”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.):

TO HAVE AND TO HOLD. the same foregoing Mortgaged Property and the rights hereby granted for its use and benefit unto the Assignee, Lender and its successors and assignsassigns in fee simple forever. In order to secure the repayment of the Loan evidenced and represented by the Note, together with interest on the Loan, as well as the payment of all other sums of money secured hereby, as hereinafter provided; and to secure the observance, performance and discharge by Borrower of all covenants, conditions and agreements set forth in the Note, this Mortgage and in the other Loan Documents; and in order to charge the properties, interests and rights hereinafter described with such payment, observance, performance and discharge; and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) paid by Lender and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby grants Lender a security interest in all Fixtures, Goods (including, without limitation, Consumer Goods, Inventory, Equipment and Farm Products), Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper and Tangible Chattel Paper), Instruments, General Intangibles (including, without limitation, Payment Intangibles and Software), Letters of Credit, Letter-of-Credit Rights, Documents, As-Extracted Collateral, Money and Deposit Accounts of every kind, and all proceeds thereof, including, without limitation, any and all licenses, permits, franchises, trademarks, trade names, service marks or logos, plans, specifications, maps, construction contracts, instruments, insurance policies, fittings and fixtures of every kind, which is, are or shall hereafter be located upon, attached, affixed to or used or useful, either directly or indirectly, in connection with the complete and comfortable use, occupancy and operation of the Real Property, Improvements or Appurtenances as a retail center project (the “Existing Use”), or any other business, enterprise or operation as may hereafter be conducted upon or with said Real Property, Improvements or Appurtenances, including, without limitation, any and all licenses, permits or franchises, used or required in connection with such use, occupancy or operation as well as the proceeds thereof or therefrom regardless of form, all security deposits and advance rentals under lease agreements now or at any time hereafter covering or affecting any of the Property and held by or for the benefit of Borrower, all monetary deposits which Borrower has been required to give to any public or private utility with respect to utility services furnished to the Real Property or Improvements, all rents, issues and profits from leases of all or any part of the Real Property or Improvements, all proceeds (including premium refunds) of each policy of insurance relating to the Real Property or Improvements, all proceeds from the taking of the Real Property or Improvements or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof, all amounts deposited in escrow for the payment of ad valorem taxes, assessments, charges, ground rentals and/or premiums for policies of insurance with respect to the Real Property or Improvements, all proceeds and after other amounts paid or owing to Borrower under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Real Property or Improvements, all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Real Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to Borrower by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Real Property or any part thereof (collectively, the “Fixtures and Personal Property”) which term expressly excludes any toxic waste or substance deemed hazardous under federal, regional, state or local laws, codes, ordinances, statutes, rules, regulations, decisions or orders). The Mortgaged Property and the Fixtures and Personal Property are herein together referred to as the “Property”. Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating to the Property and the grant of the foregoing security interest which are defined in the Uniform Commercial Code of the State (the “UCC”) shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date hereof of this Mortgage, then such term, as used herein, shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Mortgage, such amendment or holding shall be disregarded in defining terms used in this Mortgage. Borrower hereby covenants and warrants with and to Lender that Borrower is indefeasibly seized of the Property and has good right, full power, and lawful authority to convey and encumber all of the same as aforesaid; that subject to the Permitted Exceptions (as hereinafter defined) Borrower hereby fully warrants the title to the Property and will defend the same and the validity and priority of the lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever; and ▇▇▇▇▇▇▇▇ further warrants that the Property is free and clear of all liens and encumbrances of any kind, nature or description, save and except only (with respect to said Real Property, Improvements and Appurtenances) for real property taxes for years subsequent to 2004 (which are not yet due and payable) and those exceptions accepted by ▇▇▇▇▇▇ as set forth in the title insurance commitment or proforma policy issued to Lender precedent to the issuance of a Lender’s Policy of Title Insurance insuring the first lien priority of this Mortgage (the “Permitted Exceptions”). If Borrower shall pay to Lender the Loan evidenced by the Note, and if Borrower shall duly, promptly and fully perform, discharge, execute, effect, complete and comply with and abide by each and every one of the terms, covenants, conditions and provisions contained in agreements of the Leases. This assignment is made without warranty or representationNote, express or impliedthis Mortgage and all other Loan Documents, bythen this Mortgage and the estates and interests hereby granted and created shall cease, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase terminate and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLCbe null and void, and 382/384 Bleeckershall be discharged of record at the expense of Borrower. ▇▇▇▇▇▇▇▇, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (for the “Purchase Agreement”). The Assignee hereby assumes the performance benefit of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself ▇▇▇▇▇▇ and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself expressly covenant and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior to the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.follows:

TO HAVE AND TO HOLD. all and singular the same aforesaid property unto the AssigneeMortgagee, and its successors and assigns, from in trust for the equal and after proportionate benefit and security of the Loan Participants, the Note Holders, and the Mortgage Indemnitees, except as provided in (S) 2.14 and Article III, without any preference, distinction, or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, or date hereof of maturity thereof, or otherwise for any reason whatsoever, and for the uses and purposes and (in all cases and as to all property specified in the foregoing clauses (1) through (9)) subject to the terms, covenants, conditions terms and provisions contained in the Leasesthis Mortgage. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases Anything herein assigned by the Assignor to the Assignee from and after contrary notwithstanding, Owner Trustee shall remain liable under the date hereof and hereby agrees Mortgage Agreements to perform all the obligations that it assumes thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and Mortgagee, the Loan Participants, the Note Holders, and the Mortgage Indemnitees shall have no obligation or liability under the Mortgage Agreements because of the termsassignment hereunder, covenants nor shall Mortgagee, the Loan Participants, the Note Holders, the Certificate Holders, or the Mortgage Indemnitees be required or obligated in any manner to perform or fulfill any obligations of Owner Trustee under or pursuant to the Mortgage Agreements, or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. Owner Trustee hereby constitutes Mortgagee the true and conditions contained lawful attorney of Owner Trustee, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the Leases from name of Owner Trustee or otherwise) to ask for, require, demand, receive, compound, and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible give acquittance for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from and against any and all claimsmoney and claims for money (in each case including insurance and requisition proceeds but in all cases excluding Excluded Payments) due and to become due under or arising out of the Mortgage Agreements, costsand all other property which now or hereafter constitutes part of the Collateral, chargesto endorse any checks or other instruments or orders in connection therewith, expenses, losses and fees, includingto file any claims or to take any action or to institute any proceedings which Mortgagee deems necessary or advisable in connection with this Mortgage. Without limiting the generality of the foregoing, but not limited tosubject to the rights of Owner Trustee and Owner Participant under (S) 2.13, reasonable attorneys’ fees(S) 4.03, incurred and (S) 4.04(a), during the continuance of any Mortgage Event of Default, Mortgagee shall have the right under such power of attorney to accept any offer in connection with the exercise of remedies as set forth herein of any purchaser to purchase the Airframe and Engines, and upon such purchase to execute and deliver in the name of and on behalf of Owner Trustee an appropriate ▇▇▇▇ of sale and other instruments of transfer relating to the Airframe and Engines, when purchased by Assignorsuch purchaser, arising from and to perform all other necessary or as a result of Assignee’s appropriate acts or omissions, arising from and after the date hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Leasespurchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name or in the name of Owner Trustee or otherwise, which Mortgagee deems necessary or appropriate to protect and preserve the right, title, and interest of Mortgagee in and to such Rents and other sums and the security intended to be afforded hereby; provided, that no action of Mortgagee pursuant to this paragraph shall increase the obligations or liabilities of Owner Trustee to any Person beyond those obligations and liabilities specifically set forth in the Operative Agreements. Assignor does hereby Under the Lease, Lessee is directed (so long as this Mortgage has not been fully discharged) to make all payments of Rent (other than Excluded Payments) and all other amounts which are required to be paid to or deposited with Owner Trustee pursuant to the Lease (other than Excluded Payments) directly to, or as directed by, Mortgagee at such address or addresses as Mortgagee shall specify, for itself and its legal representativesapplication as provided in this Mortgage. Owner Trustee agrees that, successors and assigns agree promptly upon receipt thereof, it will transfer to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against Mortgagee any and all claimsmoney that Owner Trustee from time to time receives if it constitutes part of the Collateral, costsfor distribution by Mortgagee pursuant to this Mortgage, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignee, arising from or as a result of Assignor’s acts or omissions, arising prior except that Owner Trustee shall accept for distribution pursuant to the date hereofTrust Agreement any amounts distributed to it by Mortgagee under this Mortgage. Upon Mortgagee's written request, asserted by Owner Trustee will promptly and duly execute and deliver (or cause to be duly executed and delivered) any and all such further instruments and documents as Mortgagee reasonably deems necessary or desirable to perfect, preserve, or protect the mortgage, security interests, and assignments created or intended to be created hereby, or to obtain for Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted. Owner Trustee warrants and represents that it has not assigned or pledged, and agrees that, so long as the assignment hereunder remains in effect and the Lien hereof has not been released pursuant to (S) 10.01, it will not assign or pledge, any of said tenants its right, title, or any person or persons claiming under any of them interest hereby assigned, to anyone other than Mortgagee, and that it will not, except as otherwise provided in this Mortgage and except with respect to Excluded Payments to which it is entitled, (1) accept any such Leases. This Agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement. Rent collected payment from Lessee or any Permitted Sublessee under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase any Mortgage Agreement, which is incorporated herein by this reference.(2) enter into any agreement amending or supplementing any Mortgage Agreement, (3) execute any waiver or modification of, or consent under, the terms of, or exercise any rights, powers, or privileges under, any Mortgage Agreement, (4) settle or compromise any claim arising under any Mortgage Agreement, or (5) submit or consent to the submission of any dispute, difference, or other matter arising under or in respect of any Mortgage Agreement to arbitration thereunder. Owner Trustee shall not, without Mortgagee's prior written consent:

TO HAVE AND TO HOLD. the same unto the Assignee, its successors and assigns, from and after the date hereof subject Easement to the terms, covenants, conditions City and provisions contained in the Leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, the Assignor of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as of October 1, 2010 between BSC 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital II, LLC, as Purchaser (the “Purchase Agreement”). The Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Leases herein assigned by the Assignor to the Assignee from and after the date hereof and hereby agrees to perform all of the terms, covenants and conditions contained in the Leases from and after the date hereof, all with the full force and effect as if Assignee had signed the Leases originally as the landlord named therein. Assignor shall remain liable and responsible for any unperformed obligations under the Leases which arose prior to the date of this Agreement. Assignee does hereby for itself and its legal representatives, City’s successors and assigns agree for the Easement Duration and Easement Purpose; provided, however, Grantor reserves the right to indemnify enter upon and save harmless Assignor and its legal representatives, successors and assigns, from and against use any and all claims, costs, charges, expenses, losses and fees, includingportion of the Easement Tract, but not limited toin no event shall Grantor enter upon or use any portion of the Easement Tract for any Non-Permitted Activity or in any other manner that interferes in any material way or is inconsistent with the rights granted the City under this Easement for the Easement Purpose as determined by City in its reasonable discretion. City shall be obligated to restore or replace to a good and functioning condition as determined by the City in its reasonable discretion only the Repairable Improvements which have been removed, reasonable attorneys’ feesrelocated, incurred by Assignoraltered, arising from damaged, or destroyed as a result of AssigneeCity’s acts use of the Easement Tract. Grantor binds Grantor and ▇▇▇▇▇▇▇’s heirs, successors, and assigns to WARRANT AND FOREVER DEFEND the title to the Easement, subject to the Permitted Encumbrances, to the City against every person whomsoever lawfully claiming or omissions, arising from and after to claim the date hereof, asserted by any of said tenants Easement Tract or any person part of the Easement Tract when the claim is by, through, or persons claiming under any of them with respect to any such Leases. Assignor does hereby for itself and its legal representatives, successors and assigns agree to indemnify and save harmless Assignee and its legal representatives, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and fees, includingGrantor, but not limited tootherwise. Except where the context otherwise requires, reasonable attorneys’ feesGrantor includes ▇▇▇▇▇▇▇'s heirs, incurred by Assigneesuccessors, arising from or as a result of Assignor’s acts or omissionsand assigns and City includes City's employees, arising prior agents, consultants, contractors, successors, and assigns; and where the context requires, singular nouns and pronouns include the plural. By: Before me, the undersigned notary, on this day personally appeared ▇▇▇ ▇▇▇▇▇▇▇▇▇, known to me through valid identification to be the person whose name is subscribed to the date hereofpreceding instrument and acknowledged to me that the person executed the instrument in the person’s official capacity for the purposes and consideration expressed in the instrument. By: State of Texas § County of ▇▇▇▇▇▇ § Before me, asserted by any the undersigned notary, on this day personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, known to me through valid identification to be the person whose name is subscribed to the preceding instrument and acknowledged to me that the person executed the instrument in the person’s official capacity for the purposes and consideration expressed in the instrument. APPROVED AS TO FORM: REVIEWED: City of said tenants or any person or persons claiming under any Austin, Texas City of them with respect to any such Leases. This Agreement may be executed in counterpartsAustin, which counterparts, when taken together, shall constitute a single agreement. Rent collected under the Leases shall be treated in accordance with the requirements of Section 11.2 of the Purchase Agreement, which is incorporated herein by this reference.Texas Law Department Development Review Department By: Name: By: Name: Title: Assistant City Attorney Title: