SEVENTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.46

SEVENTH AMENDMENT TO

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh Amendment”) is made and entered into as of this 4^th day of December, 2013 by and among ARC PROPERTIES OPERATING PARTNERSHIP, L.P. (as successor to American Realty Capital Operating Partnership III, L.P.), a Delaware limited partnership (“Borrower”), TIGER ACQUISITION, LLC (as successor to American Realty Capital Trust III, Inc.), a Delaware limited liability company (“Tiger”), the other Loan Parties party hereto, AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation (“ARCP”), the Lenders party hereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the benefit of the Lenders (in such capacity, the “Administrative Agent”), as Issuing Bank and as Swingline Lender.

W I T N E S S E T H:

WHEREAS, Borrower, Tiger, ARCP, the Administrative Agent and the Lenders are parties to a certain Credit Agreement dated as of February 14, 2013 (as amended by (i) the First Amendment dated as of Xxxxx 00, 0000, (xx) the Augmenting Lender and Increasing Lender Supplement and Incremental Amendment dated as of Xxxxx 00, 0000, (xxx) the Third Amendment dated as of May 28, 2013, (iv) the Fourth Amendment dated as of July 22, 2013, (v) the Augmenting Lender and Increasing Lender Supplement and Incremental Amendment dated as of August 1, 2013 and (vi) the Sixth Amendment dated as of November 4, 2013, together with any other modifications and amendments, collectively, the “Credit Agreement”);

WHEREAS, Borrower has requested that the Administrative Agent and the Lenders amend certain terms and conditions of the Credit Agreement as described herein; and

WHEREAS, the Administrative Agent and the Lenders party to this Seventh Amendment have agreed to so amend certain terms and conditions of the Credit Agreement, all on the terms and conditions set forth below in this Seventh Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:


1.	Definitions. All capitalized undefined terms used in this Seventh Amendment shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby.


2.	Amendments to Credit Agreement. Effective as set forth in Section 3 below, the Credit Agreement is amended as follows:


a.	Section 1.01 of the Credit Agreement is hereby amended by substituting the following for each of clause (A)(d) and clause (B)(c) of the definition of “Total Asset Value”

“cash and Cash Equivalents as of such date of determination (or, in the case of any Compliance Certificate delivered pursuant to Section 7.02(a), as of the end of the fiscal quarter most recently ended)”


b.	Section 2.15 of the Credit Agreement is hereby amended by deleting the reference to “$800,000,000” contained therein and replacing it with “$1,300,000,000” thereof.


3.	Conditions to Effectiveness. This Seventh Amendment shall not be effective until the Administrative Agent shall have received counterparts of this Seventh Amendment duly executed and delivered by the Borrower and the other Loan Parties, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Required Lenders.

Representations and Warranties. The representations and warranties of Borrower and each other Loan Party, contained in Article VI of the Credit Agreement or any other Loan Document are true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of the date hereof; provided, if any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) as of such earlier date.

Limited Amendment; Ratification of Loan Documents. Except as specifically amended or modified hereby, the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This Seventh Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, except as expressly set forth herein.


6.	Governing Law. This Seventh Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Miscellaneous. This Seventh Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Seventh Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this Seventh Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Seventh Amendment. The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection herewith and are not relying on any representations or warranties of the Administrative Agent or the

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Lenders or their counsel in entering into this Seventh Amendment. This Seventh Amendment shall constitute a Loan Document.

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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly executed as of the day and year first above written.




	ARC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: /s/: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory


	AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation By: /s/: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory TIGER ACQUISITION, LLC, a Delaware limited liability company By: /s/: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly executed as of the day and year first above written.

SAFARI ACQUISITION, LLC, a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name:     Xxxxx X. Xxxxxxxx
Title:     Authorized Signatory

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Seventh Amendment to Credit Agreement

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, SwingLine Lender, Issuing Bank and as a Lender

By: /s/: D. Xxxxx Xxxxxxx
Name:     D. Xxxxx Xxxxxxx
Title:     Director

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Seventh Amendment to Credit Agreement

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By: /s/: Xxxxxx Xxxxxx
Name:     Xxxxxx Xxxxxx
Title:     Vice President

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Seventh Amendment to Credit Agreement

BARCLAYS BANK PLC, as a Lender

By: /s/: Xxxx Xxxxxx
Name:     Xxxx Xxxxxx
Title:     Vice President

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Seventh Amendment to Credit Agreement

TD BANK, N.A., as a Lender

By: /s/: Xxxxx X. Xxxxxx
Name:     Xxxxx X. Xxxxxx
Title:     VP

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Seventh Amendment to Credit Agreement

UNION BANK, N.A., as a Lender

By: /s/: Xxxxxxx Xxxx
Name:     Xxxxxxx Xxxx
Title:     Vice President

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Seventh Amendment to Credit Agreement

BANK OF AMERICA, N.A., as a Lender

By: /s/: Xxxxxxx X. Xxxxxxx
Name:     Xxxxxxx X. Xxxxxxx
Title:     Senior Vice President

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Seventh Amendment to Credit Agreement

REGIONS BANK, as a Lender

By: /s/: T. Xxxxxxx Xxxxxx
Name:     T. Xxxxxxx Xxxxxx
Title:     Vice President

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Seventh Amendment to Credit Agreement

JPMORGAN CHASE BANK, N.A., as a Lender

By: /s/: Xxxx Xxx
Name:     Xxxx Xxx
Title:     Senior Credit Banker

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Seventh Amendment to Credit Agreement

CITIBANK, N.A., as a Lender

By: /s/: Xxxx Xxxxxxx
Name:     Xxxx Xxxxxxx
Title:     Vice President

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Seventh Amendment to Credit Agreement

Each of the undersigned, as Guarantor under that certain Amended and Restated Parent Guaranty Agreement dated as of February 28, 2013, hereby consents to the foregoing Seventh Amendment to Credit Agreement and acknowledges and agrees that the Amended and Restated Parent Guaranty Agreement executed by the undersigned dated as of February 28, 2013 remains in full force and effect.



	AMERICAN REALTY CAPITAL PROPERTIES, INC., a Maryland corporation By: /s/: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory TIGER ACQUISITION, LLC, a Delaware limited liability company By: /s/: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

SAFARI ACQUISITION, LLC, a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name:     Xxxxx X. Xxxxxxxx
Title:     Authorized Signatory

Signature Page to

Seventh Amendment to Credit Agreement

Each of the undersigned, as Guarantor under that certain Subsidiary Guaranty Agreement dated as of February 14, 2013 (as amended and in effect from time to time) hereby consents to the foregoing Seventh Amendment to Credit Agreement and acknowledges and agrees that the Subsidiary Guaranty Agreement and each Pledge Agreement executed by the undersigned remains in full force and effect.

ARC AACFDSC001, LLC

ARC AACLRAL001, LLC

ARC AACPNSC001, LLC

ARC AAFLNOH001, LLC

ARC AAGFSNC001, LLC

ARC AAHUSTX003, LLC

ARC AAINZKY001, LLC

ARC AALWDNJ001, LLC

ARC AAOKCOK001, LLC

ARC AAPSDTX001, LLC

ARC AASMSWV001, LLC

ARC AASWRTN001, LLC

ARC AATVLPA001, LLC

ARC AAWBYNJ001, LLC

ARC ACLSHIL001, LLC

ARC ASFVLAR001, LLC

ARC BBSTNCA001, LLC

ARC BJBNENC001, LLC

ARC BJBSCNC001, LLC

ARC BJCPNSC001, LLC

ARC BJCTNSC001, LLC

ARC BJDBNNC001, LLC

ARC BJITLNC001, LLC

ARC BJMGNNC001, LLC

ARC BJMKCSC001, LLC

ARC BJRRDNC001, LLC

ARC BJSPTNC001, LLC

ARC BJWDRGA001, LLC

ARC BJWTBSC001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC BOLLSNM001, LLC

ARC CBALPPA001, LLC

ARC CBALYPA001, LLC

ARC CBATAPA001, LLC

ARC CBBMNGA001, LLC

ARC CBBRFPA001, LLC

ARC CBBSNGA001, LLC

ARC CBCTRCT001, LLC

ARC CBCVNRI001, LLC

ARC CBDLBPA001, LLC

ARC CBDLSPA001, LLC

ARC CBDRRCT001, LLC

ARC CBDXHPA001, LLC

ARC CBELMCT001, LLC

ARC CBEPRVA001, LLC

ARC CBEREPA001, LLC

ARC CBFLNOH001, LLC

ARC CBHMNCT001, LLC

ARC CBHSTPA001, LLC

ARC CBHTNPA001, LLC

ARC CBJTNRI001, LLC

ARC CBKNENH001, LLC

ARC CBKSNPA001, LLC

ARC CBLBLPA001, LLC

ARC CBLCRPA002, LLC

ARC CBLDLMA001, LLC

ARC CBLTBPA001, LLC

ARC CBMBGPA001, LLC

ARC CBMBNNC001, LLC

ARC CBMBYVT001, LLC

ARC CBMCRNH001, LLC

ARC CBMCRNH002, LLC

ARC CBMCRPA001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC CBMDFMA001, LLC

ARC CBMDNMA001, LLC

ARC CBMDNMA002, LLC

ARC CBMFDPA001, LLC

ARC CBMRSPA001, LLC

ARC CBMTLPA001, LLC

ARC CBMTPPA001, LLC

ARC CBMVLCT001, LLC

ARC CBNBDMA001, LLC

ARC CBNPRRI001, LLC

ARC CBOMTPA001, LLC

ARC CBPBGPA001, LLC

ARC CBPBGPA002, LLC

ARC CBPBGPA006, LLC

ARC CBPBGPA007, LLC

ARC CBPBGPA009, LLC

ARC CBPBGPA011, LLC

ARC CBPDAPA003, LLC

ARC CBPMAOH002, LLC

ARC CBRNDMA001, LLC

ARC CBSDSMA001, LLC

ARC CBSLMNH001, LLC

ARC CBSRLOH001, LLC

ARC CBSTNCT001, LLC

ARC CBSTNCT002, LLC

ARC CBSVLMA001, LLC

ARC CBTCKPA001, LLC

ARC CBTMPPA001, LLC

ARC CBTRNPA001, LLC

ARC CBUDYPA001, LLC

ARC CBWBNMA001, LLC

ARC CBWHNPA001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC CBWKFRI001, LLC

ARC CBWRNRI001, LLC

ARC CBWSKVA001, LLC

ARC CBWTNMA001, LLC

ARC CBWTPMA001, LLC

ARC CKAKNOH001, LLC

ARC CKMTZGA001, LLC

ARC CKPNXAZ002, LLC

ARC CVFKNIN001, LLC

ARC CVFLDPA001, LLC

ARC CVLVGNV001, LLC

ARC CVMCBPA001, LLC

ARC CVRTRNY001, LLC

ARC DDAPKMI001, LLC

ARC DDBVLTX001, LLC

ARC DGABNKS001, LLC

ARC DGAUSTX001, LLC

ARC DGBGRMI001, LLC

ARC DGBHMAL001, LLC

ARC DGBLSTX001, LLC

ARC DGBMNAR001, LLC

ARC DGBTNMO001, LLC

ARC DGBVLVA001, LLC

ARC DGBYNTX001, LLC

ARC DGBYNTX002, LLC

ARC DGBYNTX003, LLC

ARC DGCCLAL001, LLC

ARC DGCDWMO001, LLC

ARC DGCFLKS001, LLC

ARC DGCLROK001, LLC

ARC DGCPCTX002, LLC

ARC DGCRTIA001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC DGCTGIL001, LLC

ARC DGCVSLA001, LLC

ARC DGCVTMI001, LLC

ARC DGCYLTX001, LLC

ARC DGDKNTX001, LLC

ARC DGDNATX001, LLC

ARC DGDNATX002, LLC

ARC DGDYLLA001, LLC

ARC DGDYLTN001, LLC

ARC DGEBGTX001, LLC

ARC DGEDFTX001, LLC

ARC DGEDNMO001, LLC

ARC DGEJNMI001, LLC

ARC DGEREKS001, LLC

ARC DGERVIA001, LLC

ARC DGFLTMI001, LLC

ARC DGFMTNM001, LLC

ARC DGGDLAL001, LLC

ARC DGGNCKS001, LLC

ARC DGGWRMO001, LLC

ARC DGGWRTX001, LLC

ARC DGGYDMI001, LLC

ARC DGHBTKS001, LLC

ARC DGHHNOK001, LLC

ARC DGHKPMO001, LLC

ARC DGHKYMS001, LLC

ARC DGHKYNC001, LLC

ARC DGHPRKS001, LLC

ARC DGIRRMI001, LLC

ARC DGJKNMS001, LLC

ARC DGJKVIL001, LLC

ARC DGJNSMO001, LLC

ARC DGJVLLA001, LLC

ARC DGKMNKS001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC DGKSCMO001, LLC

ARC DGKYLTX001, LLC

ARC DGLBKTX001, LLC

ARC DGLBNMO001, LLC

ARC DGLBNMO002, LLC

ARC DGLDVOH001, LLC

ARC DGLMQTX001, LLC

ARC DGLRDTX001, LLC

ARC DGLVLOH001, LLC

ARC DGLXNIL001, LLC

ARC DGLXNOK001, LLC

ARC DGMADOK001, LLC

ARC DGMBHMO001, LLC

ARC DGMCRTN001, LLC

ARC DGMDLMI001, LLC

ARC DGMDNMS001, LLC

ARC DGMDNMS002, LLC

ARC DGMLGKS001, LLC

ARC DGMLNAL001, LLC

ARC DGMLRMN001, LLC

ARC DGMNDAR001, LLC

ARC DGMNPKS001, LLC

ARC DGMPRTX001, LLC

ARC DGMPTTX001, LLC

ARC DGMRHMO001, LLC

ARC DGMRNIL001, LLC

ARC DGMRVMO001, LLC

ARC DGMTGMN001, LLC

ARC DGMTMIL001, LLC

ARC DGMVLOK001, LLC

ARC DGMVLTN001, LLC

ARC DGNBFTX001, LLC

ARC DGNCLOH001, LLC

ARC DGNCYKY001, LLC

ARC DGNGEMI001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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ARC DGNIRLA001, LLC

ARC DGNSAIA001, LLC

ARC DGOZKMO001, LLC

ARC DGPGMO001, LLC

ARC DGPFCMO001, LLC

ARC DGPMNKS001, LLC

ARC DGPTNLA001, LLC

ARC DGRBVMO001, LLC

ARC DGRCYMN001, LLC

ARC DGRMTMO001, LLC

ARC DGRSCMI001, LLC

ARC DGRSSOK001, LLC

ARC DGSCSKS001, LLC

ARC DGSDLMO001, LLC

ARC DGSDNKS001, LLC

ARC DGSFLMO001, LLC

ARC DGSGRMS001, LLC

ARC DGSKNMO001, LLC

ARC DGSLBTX001, LLC

ARC DGSNTTX001, LLC

ARC DGSPDMN001, LLC

ARC DGSRGLA001, LLC

ARC DGSRTLA001, LLC

ARC DGSTLMO001, LLC

ARC DGSTLMO002, LLC

ARC DGSWLMS001, LLC

ARC DGTLRTX001, LLC

ARC DGTRYTX001, LLC

ARC DGYTYNNC001, LLC

ARC DGWCOTX001, LLC

ARC DGWLCTX001, LLC

ARC DGWSTAR001, LLC

ARC DGZCYLA001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC FDARCID001, LLC

ARC FDAVGTX001, LLC

ARC FDCHOTX001, LLC

ARC FDCLVOH001, LLC

ARC FDCMTLA001, LLC

ARC FDCWLTX001, LLC

ARC FDDVLMS001, LLC

ARC FDELKTX001, LLC

ARC FDGPTMS001, LLC

ARC FDGPTMS002, LLC

ARC FDKLNMS001, LLC

ARC FDMTRNM001, LLC

ARC FDOKTTX001, LLC

ARC FDOLNMS001, LLC

ARC FDSSGNV001, LLC

ARC FDSTLMO001, LLC

ARC FDSTLMO003, LLC

ARC FDSTLMO004, LLC

ARC FDTFWLA001, LLC

ARC FDWNNMS001, LLC

ARC FEBYNTX001, LLC

ARC FEHBTTN001, LLC

ARC FEHZDKY001, LLC

ARC FEOMKWA001, LLC

ARC FERVLMN001, LLC

ARC FEYMAAZ001, LLC

ARC FMARAIL001, LLC

ARC FMCARMI001, LLC

ARC FMCGOIL001, LLC

ARC FMJSNMI001, LLC

ARC FMKMLOH001, LLC

ARC FMPRUIN001, LLC

ARC FMWGNIL001, LLC

ARC GEAUBAL001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC GMFTWIN001, LLC

ARC GSFTWTX001, LLC

ARC GSSPRAZ001, LLC

ARC GSSPRMO001, LLC

ARC HBRHLNC001, LLC

ARC KGBTVAR001, LLC

ARC KGCYNWY001, LLC

ARC KGFTNCO001, LLC

ARC KGLWLAR001, LLC

ARC KGMCTIA001, LLC

ARC KGMMTCO001, LLC

ARC KGOTMIA001, LLC

ARC KGPGDAR001, LLC

ARC KGRGSAR001, LLC

ARC KGSWDAR001, LLC

ARC KGT6AND001, LLC

ARC KLABYGA001, LLC

ARC KLATLGA001, LLC

ARC KLATLGA002, LLC

ARC KLAUGGA001, LLC

ARC KLCBSGA001, LLC

ARC KLCTNTN001, LLC

ARC KLEPTGA001, LLC

ARC KLGFPMS001, LLC

ARC KLJACFL001, LLC

ARC KLJAKMS001, LLC

ARC KLJAKMS002, LLC

ARC KLKNXTN001, LLC

ARC KLMCNGA001, LLC

ARC KLMDGGA001, LLC

ARC KLMGYAL001, LLC

ARC KLORLFL001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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ARC KLORLFL002, LLC

ARC KLPHCAL001, LLC

ARC KLPLCFL001, LLC

ARC KLPRLMS001, LLC

ARC KLSAGFL001, LLC

ARC KLSNVGA001, LLC

ARC KLTCLAL001, LLC

ARC MFCBSIN001, LLC

ARC MFFNCSC001, LLC

ARC MFNDLTX001, LLC

ARC MFRLHNC001, LLC

ARC MFWSNNC001, LLC

ARC NTMRWGA001, LLC

ARC NTSTLMO001, LLC

ARC ORLMIWY001, LLC

ARC ORONAAL001, LLC

ARC PRRCRNY001, LLC

ARC PSCLSNC001, LLC

ARC PSCLTNC001, LLC

ARC PSCLTNC002, LLC

ARC PSCLTNC003, LLC

ARC PSCLTNC004, LLC

ARC PSCNRNC001, LLC

ARC PSFMLSC001, LLC

ARC PSLTNNC001, LLC

ARC PSMGYAL001, LLC

ARC PSMTSNC001, LLC

ARC PSTVLNC001, LLC

ARC RAHTNWV001, LLC

ARC RAJFVIN001, LLC

ARC RALMAOH001, LLC

ARC RALNGKY001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC RALVLOH001, LLC

ARC RALXNKY001, LLC

ARC RAMAROH001, LLC

ARC RAPRSKY001, LLC

ARC RASFDKY001, LLC

ARC RASVLKY001, LLC

ARC RMWFDKS002, LLC

ARC SEGCTVA001, LLC

ARC SEHPNVA001, LLC

ARC SEHPNVA002, LLC

ARC SESSAFL001, LLC

ARC SSPMTMA001, LLC

ARC STORROH001, LLC

ARC STORROH002, LLC

ARC STORROH003, LLC

ARC TRSEAWA00, LLC

ARC TSGRYLA001, LLC

ARC TSNGNMI001, LLC

ARC TSPYMNH001, LLC

ARC WGANDIN001, LLC

ARC WGCDVTN001, LLC

ARC WGCLBMS001, LLC

ARC WGCTPMI001, LLC

ARC WGESYSC001, LLC

ARC WGETNOH001, LLC

ARC WGGVLSC001, LLC

ARC WGLNPMI001, LLC

ARC WGLVSNV001, LLC

ARC WGMEMTN001, LLC

ARC WGNCNSC001, LLC

ARC WMDVLVA001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC3 DGADYTX01, LLC

ARC3 DGBKLMNO01, LLC

ARC3 DGNCZMS001, LLC

ARC3 DGNHNMO01, LLC

ARC3 FDHLKMS01, LLC

ARC3 FEEWCWA001, LLC

ARC3 FEKKMINO01, LLC

ARC3 FEPBGWV001, LLC

ARC3 XXXXXXX00, LLC

ARC3 WGSTNNY001, LLC

ARC AAABYGA001, LLC

ARC AAATNTX001, LLC

ARC AABDNKY001, LLC

ARC AABNKY001, LLC

ARC AACROGA001, LLC

ARC AADTNAL001, LLC

ARC AAEPSAL001, LLC

ARC AAHNBKY001, LLC

ARC AAHVLGA001, LLC

ARC AAHZHGA001, LLC

ARC AALFDKY001, LLC

ARC AAPRYGA001, LLC

ARC AASPDOH001, LLC

ARC AATVLGA001, LLC

ARC CVNLTN001, LLC

ARC CVVDAGA001, LLC

ARC FDBKNIN001, LLC

ARC FDCMONM001, LLC

ARC FDDRTMI002, LLC

ARC FDLNXGA001, LLC

ARC FECCOCA001, LC

ARC FECCTOH001, LLC

ARC FEEVLIN001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARC FEKKEIL001, LLC

ARC FELDNKY002, LLC

ARC FEMTPPA001, LLC

ARC FEMTVIL001, LLC

ARC FMBSRLA001, LLC

ARC FMWSWNC001, LLC

ARC GSGLOVA001, LLC

ARC GSMOBAL001, LLC

ARC IMCLBOH001, LLC

ARC PFCNLGA001, LLC

ARC SBTPAFL001, LLC

ARC WGCGOIL001, LLC

ARC WGCGOIL002, LLC

ARC WGTRYMI001, LLC

ARC WGWRNMI001, LLC

ARCP AAFNTMI001, LLC

ARCP AAYLNMI001, LLC

ARCP DGAFTAR01, LLC

ARCP DGAPCMO001, LLC

ARCP DGASDMO001, LLC

ARCP DGASGMO001, LLC

ARCP DGBLFMO001, LLC

ARCP DGBLVAR001, LLC

ARCP DGBRNMO001, LLC

ARCP DGCCDMO01, LLC

ARCP DGCMROK001, LLC

ARCP DGCNYKS01, LLC

ARCP DGCRLAR001, LLC

ARCP DGCTNMO001, LLC

XXXX XXXXXXX00, LLC

ARCP DGDMDMO001, LLC

ARCP DGFPNAR01, LLC

ARCP DGGFDMO01, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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Seventh Amendment to Credit Agreement

ARCP DGGRFAR001, LLC

ARCP DGHVLMO01, LLC

ARCP DGJNBIL001, LLC

ARCP DGLSNMO001, LLC

ARCP XXXXXXX00, LLC

ARCP DGOGVMO01, LLC

ARCP DGPCYFL01, LLC

ARCP DGPMRMO001, LLC

ARCP DGSJSMO01, LLC

ARCP DGSNCMO01, LLC

ARCP DGSNTMO01, LLC

ARCP XXXXXXX00, LLC

ARCP DGWSGMO01, LLC

ARCP GSERENY001, LLC

ARCP XXXXXXX00, LLC

ARCP GSWARPA001, LLC

ARCP JDDPTIA01, LLC

ARCP MBDLSTX01, LLC

ARCP TSRGCTX01, LLC

ARCP WGEPTMI001, LLC

ARCP WGMRBSC001, LLC

CRE JV Mixed Five IL 3 Branch Holdings, LLC

CRE JV Mixed Five IL 5 Branch Holdings, LLC

CRE JV Mixed Five IL 2 Branch Holdings, LLC

CRE JV Mixed Five MI 1 Branch Holdings, LLC

CRE JV Mixed Five MI 2 Branch Holdings, LLC

CRE JV Mixed Five MI 3 Branch Holdings, LLC

CRE JV Mixed Five MI 4 Branch Holdings, LLC

CRE JV Mixed Five MI 5 Branch Holdings, LLC

CRE JV Mixed Five MI 6 Branch Holdings, LLC

CRE JV Mixed Five MI 7 Branch Holdings, LLC

CRE JV Mixed Five NH Branch Holdings LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

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CRE JV Mixed Five OH 1 Branch Holdings LLC

CRE JV Mixed Five OH 2 Branch Holdings LLC

CRE JV Mixed Five OH 3 Branch Holdings LLC

CRE JV Mixed Five OH 4 Branch Holdings LLC

CRE JV Mixed Five OH 5 Branch Holdings LLC

CRE JV Mixed Five OH 6 Branch Holdings LLC

CRE JV Mixed Five OH 7 Branch Holdings LLC

CRE JV Mixed Five VT Branch Holdings LLC

ARC WGTLQOK001, LLC

ARC DGDNATX003, LLC

ARC DGOTWIA001, LLC

ARC3 DGLKCLA001, LLC

ARC3 DGWMRLA001, LLC

ARC3 GSSTUFL001, LLC

ARC DGVRGMN001, LLC

ARC AMAHBCA001, LLC

ARC WGACWGA002, LC

ARC FDHBGMS001, LLC

ARC DGOLVMN001, LLC

ARC DGVCTTX001, LLC

ARC ACAWBWI001, LLC

ARC CVSPGPA001, LLC

ARC DGCRVMO001, LLC

ARC ASDTNGA001, LLC

ARC KFCPTCA001, LLC

ARC BWNCNOH001, LLC

ARC MFBSEID001, LLC

ARC CBLWSDE001, LLC

ARC CBSFDMA001, LLC

ARC AABBVKY001, LLC

ARC AAMSEMI001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

Signature Page to

Seventh Amendment to Credit Agreement

ARC AASNAKSOO1, LLC

ARC AALBYKY001, LLC

ARC AZCGOIL001, LLC

ARC CBSFDMA001, LLC

ARC CVSCDFL001, LLC

ARC DDOSCAR001, LLC

ARC FDDRTMI003, LLC

ARC FDKBYID001, LLC

ARC FDSTLMO002, LLC

ARC FMABLNC001, LLC

ARC FMAGRNC001, LLC

ARC FMABONC001, LLC

ARC FMTVLNC001, LLC

ARC HVVMNSD001, LLC

ARC KHHWLMI001, LLC

ARC KGWKEIA001, LLC

ARC QBFNTMI001, LLC

ARC TBHGHMA001, LLC

ARC TSOCTAL001, LLC

ARC VSEPKIL001, LLC

ARC WGDBNMI001, LLC

ARC WGLPSPR001, LLC

ARC WGLVSNV001, LLC

ARC WGLVNMI001, LLC

ARC WGPHXAZ001, LLC

ARC FELWLAR001, LLC

ARC TDFMTME001, LLC

ARC FEWVRNV001, LLC

ARC FDCLVOH003, LLC

ARC AABHMAL001, LLC

ARC AAFTWIN002, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

Signature Page to

Seventh Amendment to Credit Agreement

ARC AABHMAL002, LLC

ARC AACMBPA001, LLC

ARC DGOSCMO001, LLC

ARC AAFTWIN001, LLC

ARC BJGWDSCOO1, LLC

ARC FDKMRWY001, LLC

ARC WGABOPR001, LLC

ARC FMDLSTX001, LLC

ARC AAKAWI001, LLC

ARC CVGPTMI001, LLC

ARC CVSBGGA001, LLC

ARC CVGVLSC001, LLC

ARC CVHRWMI001, LLC

ARC WGPORAZ001, LLC

ARC FEWCANV001, LLC

ARC AACLNIN001, LLC

ARC AAEDNNC001, LLC

ARC AAETNOH001, LLC

ARC AARYNLA001, LLC

ARC AASLGPA001, LLC

ARC AAVWTOH001, LLC

ARC CBGSDPA001, LLC

ARC CBHDHNJ001, LLC

ARC CVAPAGA001, LLC

ARC DGBBEAR001, LLC

ARC DGBLYAR001, LLC

ARC DGBTVAR001, LLC

ARC DGBTVAR002, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

Signature Page to

Seventh Amendment to Credit Agreement

ARC DGDMSAR001, LLC

ARC DGDSAAR001, LLC

ARC DGGVLAR001, LLC

ARC DGHGNAR001, LLC

ARC DGLKVAR001, LLC

ARC DGLPOAR001, LLC

ARC DGLTRAR001, LLC

ARC DGMGHAR001, LLC

ARC DGMVLAR001, LLC

ARC DGQTMAR001, LLC

ARC DGSRYAR001, LLC

ARC DGTKMAR001, LC

ARC DGWTHAR001, LLC

ARC FDHRSTN001, LLC

ARC FDMLBFL001, LLC

ARC FDOMDFL001, LLC

ARC FEPHRMI001, LLC

ARC KBSRPNY001, LLC

ARC KGMGEOK001, LLC

ARC MMWKAWI001, LLC

ARC QBGBCMI001, LLC

ARC WGAKNOH001, LLC

ARC WGBTMMD001, LLC

ARC WGOTEKS001, LLC

ARC FEMBNFL001, LLC

ARC FDPLNTX001, LLC

ARC DDSTPNC001, LLC

ARC MFRKHSC001, LLC

ARC AAFTAWI001, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

Signature Page to

Seventh Amendment to Credit Agreement

ARC FDGBKS001, LLC

ARC FDLBTNC001, LLC

ARC FDJSNMI001, LLC

ARC DBPPROP001, LLC

ARC HRPWOTX001, LLC

ARC WGORLFL001, LLC

CNL NET LEASE FUNDING 2003, LLC

ARCP USRP FUNDING 2001-A GP, LLC

ARCP NET LEASE FUNDING 2005 GP, LLC

ARCP CNL NET LEASE FUNDING 2001 GP, LLC

ARCP CNL FUNDING 200-A GP, LLC

ARC INCOME PROPERTIES, LLC, each a Delaware limited liability company

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

ARC HRPWOTX001, LP

CNL FUNDING 2000-A, LP

CNL NET LEASE FUNDING 2001, LP

NET LEASE FUNDING 2005, LP

USRP FUNDING 2011-A LP, each a Delaware limited partnership

By: /s/: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx

Title: Authorized Signatory

Signature Page to

Seventh Amendment to Credit Agreement

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SEVENTH AMENDMENT TO CREDIT AGREEMENT

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