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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.

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 said 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 III, LLC, as PurchaserPurchaser (the "Purchase Agreement"). The Assignee does hereby for itself and its successors and assigns acknowledge receipt assumes the performance of all of the Deposits terms, covenants and does agree to hold and apply all Deposits received from Assignor in accordance with the terms conditions of the said leases and/or tenancies pursuant to which Lease herein assigned by 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 Assignor with respect to the Assigned 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 asserted by any and hereby agrees to perform all of said tenants or any person or persons claiming under any of them the terms, covenants and conditions contained in the Lease from and after the date hereof, all with respect to any such Depositsthe full force and effect as if Assignee had signed the Lease originally as the landlord named therein. Assignor does hereby shall remain liable and responsible 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 unperformed obligations under the Lease which arose 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Depositsthis Agreement. This agreement 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 Lease shall be treated in accordance with the requirements of 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. 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 said 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 III, LLC, as Purchaserapplicable (but not those required to be performed prior thereto). Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee does hereby for itself and its legal representatives, successors and assigns agree agrees 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 hereof asserted by any of said tenants Closing Date, 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 Depositsthis 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 omissions, arising prior guarantor 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 asserted by any and shall thereafter expire. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, 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. Exhibit 10.23 (Continued) 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 said tenants or any person or persons claiming under any the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits parties hereto and not included in the Depositstheir respective successors and assigns. This Assignment may only be modified, altered, amended, or terminated by the written agreement may of Assignor and Assignee. If any term, covenant or condition of this Assignment shall be executed held to be invalid, illegal or unenforceable in counterpartsany respect, this Assignment shall be construed without such provision. This Assignment shall be governed by and construed under the laws of the state in which counterparts, when taken together, shall constitute a single agreementthe Property is located without regard to principles of conflicts of law.

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 Xxx. § 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 Xxx. § 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 said leases. This assignment is made without warranty or representation, express or implied, by, or recourse against, following (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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.“Additional Property”):

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, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the said 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 III, LLC, as Purchaser. Assignee does hereby for itself Trustee and its successors and assigns acknowledge receipt 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 Deposits Indenture, and, as to any property hereafter acquired by the Company, to any liens thereon existing, and does agree 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 apply coupons authenticated and delivered under the 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 Deposits received from Assignor of said bonds and coupons shall have the same right, lien and privilege under the Indenture and any indenture supplemental thereto and shall be equally secured thereby (except as any sinking, amortization, improvement, renewal or other fund, established in accordance with the terms provisions of the said leases and/or tenancies pursuant to which Indenture or any indenture supplemental thereto, may afford additional security for the same were initially deposited. Assignor represents bonds of any particular series), and warrants to Assignee that in trust for enforcing the Deposits listed on Schedule A are payment of the only security deposits held by Assignor with respect principal of the bonds and of the interest thereon according to the Assigned Leasestenor, 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. Assignee does hereby for itself 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 and between the Company and the Trustee, and its legal representativessuccessor or successors in trust, 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.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, or any Related 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 to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and 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 [Trust Indenture and Mortgage (NXXXUA)] 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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt name of the Deposits Owner or otherwise) to ask for, require, demand, receive, compound and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee does hereby give acquittance 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 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, 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 Depositsrights except upon the occurrence and during the continuance of an Event of Default hereunder. 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, charges, expenses, losses security interests and fees, including, but not limited to, reasonable attorneys’ fees, incurred 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. IT IS HEREBY COVENANTED AND AGREED by Assignee, arising from or and between the parties hereto 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.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 Xxxxxxxx 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 Xxxxxx 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 said 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. Xxxxxxxx, LLC, as Seller, and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself the benefit of Xxxxxx and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee assigns, 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.

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 said 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, LLCapproved by Lender (the “Title 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, Bleecker Street Condoconvey, LLC, mortgage and 382/384 Bleecker, LLC, as Seller, encumber the Premises; and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself that Mortgagor and its successors and assigns acknowledge receipt shall forever warrant and defend the title to the Premises against all claims and demands whatsoever. PROVIDED, HOWEVER, that if and when Mortgagor has paid all of the Deposits Indebtedness, and does agree to hold has strictly performed and apply observed all Deposits received from Assignor in accordance with the terms of the said leases and/or tenancies pursuant to which agreements, terms, conditions, provisions, and warranties contained in this Mortgage and in all of the same were initially deposited. Assignor represents other Loan Documents, the estate, right, title, and warrants to Assignee that the Deposits listed on Schedule A are the only security deposits held by Assignor with respect interest of Lender in and to the Assigned Leases. Assignee does hereby for itself Premises shall cease 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, includingshall be released at the cost of Mortgagor, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from otherwise shall remain in full force 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreementeffect.

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 said 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 387Grantors and Grantee (the “Purchase Agreement”). Any capitalized terms used but not defined in the Deed shall have the meaning ascribed to such terms in the Purchase Agreement. This Deed is made subject to any and all easements, LLCrestrictions, 382/384 Perry Retailcovenants, LLCconditions, Bleecker Street Condoreservations and mineral or royalty conveyances of record, LLCif any, applicable to the Premises or any part thereof. This Deed is made subject to any valid and subsisting oil, gas or other mineral lease or leases on the Premises; but, for the same consideration hereinabove mentioned, Grantors have sold, transferred, assigned and conveyed, and 382/384 Bleeckerby these presents do sell, LLCtransfer, as Seller, assign and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself convey unto Grantee and its successors and assigns acknowledge receipt 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 Deposits United States and does agree to hold and apply all Deposits received from Assignor in accordance with the terms laws of the said leases and/or tenancies 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 this Deed, including the meaning of its provisions, its breach or invalidity of its terms, shall be settled pursuant to which the same were initially depositedprovisions of Section 15.10 of the Purchase Agreement. Assignor represents This Oil, Gas, and warrants Mineral Deed is made as of , 2013, and is effective as of 7:00 a.m. Eastern Time on September 1, 2013. GRANTORS: AMERICAN SHALE DEVELOPMENT, INC. By: Name: Title: ACKNOWLEDGEMENTS STATE OF COUNTY OF On this, the day of , 2013, before me a Notary Public, the undersigned officer, , personally appeared and acknowledged himself to Assignee be the of American Shale Development, Inc., a Delaware corporation, and that he as such officer and being authorized to do so, executed the Deposits listed on Schedule foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as . Notary Public SEAL My commission expires: Signature Page to Oil, Gas, and Mineral Deed REPUBLIC ENERGY VENTURES, LLC By: Republic Energy Operating, LLC Its Manager By: Name: Title: ACKNOWLEDGEMENTS 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: Signature Page to Oil, Gas, and Mineral Deed GRANTEE: ANTERO RESOURCES CORPORATION By: Name: Title: Signature Page to Oil, Gas, and Mineral Deed Exhibit A Premises (See attached.) EXHIBIT C 9/27/2013 (Form of Joint Use Agreement) ATTACHED JOINT USE AGREEMENT 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 as a “Party” and collectively as the only security deposits held by Assignor with respect to the Assigned Leases“Parties”. 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, All capitalized terms used 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 defined in this Agreement shall have the date hereof asserted by any of said tenants or any person or persons claiming under any of them with respect meaning given to any such Deposits. 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 sums referenced terms in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreementPurchase Agreement (defined below).

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 said 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 and by a date down endorsement dated as of the date hereof, LLCnaming Lender as the proposed insured thereunder, 382/384 Perry Retailincluding all endorsements thereto, LLCapproved by Lender (the “Loan Policy”); that it has good and lawful right to sell, Bleecker Street Condoconvey, LLC, mortgage and 382/384 Bleecker, LLC, as Seller, encumber the Premises; and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself that Mortgagor and its successors and assigns acknowledge receipt 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 Deposits Indebtedness, and does agree to hold has strictly performed and apply observed all Deposits received from Assignor in accordance with the terms of the said leases and/or tenancies pursuant to which agreements, terms, conditions, provisions, and warranties contained in this Mortgage and in all of the same were initially deposited. Assignor represents other Loan Documents, and warrants to Assignee that (b) CTLLC has paid all of the Deposits listed on Schedule A are Indebtedness, and has strictly performed and observed all of the only security deposits held by Assignor with respect 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 Assigned Leases. Assignee does hereby for itself Premises shall cease 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, includingshall be released at the cost of Mortgagor, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from otherwise shall remain in full force 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreementeffect.

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 said 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 387, LLC, 382/384 Perry Retail, LLC, Bleecker Street Condo, LLC, the Issuer and 382/384 Bleecker, LLC, as Seller, and American Realty Capital III, LLC, as Purchaserthe Mortgagee. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect Notwithstanding anything contained herein to the Assigned Leases. Assignee does contrary, the maximum amount of Obligations secured by this Mortgage at execution or which under any contingency may become secured hereby for itself and its legal representativesat any time hereafter is the Secured Principal Amount plus interest thereon, successors and assigns agree to indemnify and save harmless Assignor and its legal representativesplus all amounts expended by the Mortgagee after default by the Debtor which constitute payment of (i) taxes, successors and assigns, from and against any and all claims, costs, charges, expenses, losses and feescharges or assessments which may be imposed by law upon the Mortgaged Property; (ii) premiums on insurance policies covering the Mortgaged Property; (iii) expenses incurred in protecting or upholding the lien of this Mortgage, 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 Deposits. 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 expenses 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, 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 express statutory authority. DEBTOR represents, warrants, covenants and agrees with respect to any sums referenced in the Assigned Leases Mortgagee as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.set forth 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 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, or any Related 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 to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and 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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt name of the Deposits Owner or otherwise) to ask for, require, demand, receive, compound and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee does hereby give acquittance 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 [Trust Indenture and Mortgage (NXXXUA)] 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, 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 Depositsrights except upon the occurrence and during the continuance of an Event of Default hereunder. 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, charges, expenses, losses security interests and fees, including, but not limited to, reasonable attorneys’ fees, incurred 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. IT IS HEREBY COVENANTED AND AGREED by Assignee, arising from or and between the parties hereto 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.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, or any Related 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 to the contrary notwithstanding, the Owner shall remain liable under the Indenture Agreements to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and 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, [Trust Indenture and Mortgage (NXXXUA)] 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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt name of the Deposits Owner or otherwise) to ask for, require, demand, receive, compound and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee does hereby give acquittance 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 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, 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 Depositsrights except upon the occurrence and during the continuance of an Event of Default hereunder. 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, charges, expenses, losses security interests and fees, including, but not limited to, reasonable attorneys’ fees, incurred 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. IT IS HEREBY COVENANTED AND AGREED by Assignee, arising from or and between the parties hereto 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.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 said 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, 0000-0000 Xxxxx Xxxxxx Xxxxxx LLC, as Seller, and American Realty Capital III, LLC, as PurchaserPurchaser (the "Purchase Agreement"). The Assignee does hereby for itself and its successors and assigns acknowledge receipt assumes the performance of all of the Deposits terms, covenants and does agree to hold and apply all Deposits received from Assignor in accordance with the terms conditions of the said leases and/or tenancies pursuant to which Lease herein assigned by 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 Assignor with respect to the Assigned 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 asserted by any and hereby agrees to perform all of said tenants or any person or persons claiming under any of them the terms, covenants and conditions contained in the Lease from and after the date hereof, all with respect to any such Depositsthe full force and effect as if Assignee had signed the Lease originally as the landlord named therein. Assignor does hereby shall remain liable and responsible 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 unperformed obligations under the Lease which arose 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Depositsthis Agreement. This agreement 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 Lease shall be treated in accordance with the requirements of 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 Assets unto the AssigneeGrantee, its successors and assigns, from assigns forever; and after the date hereof subject to the terms, covenants, conditions and provisions contained in the said 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 III, LLC, as Purchaser. Assignee Grantor does hereby for itself and its successors and assigns acknowledge receipt assigns, covenant and agree to and with Grantee, its successors and assigns, to warrant and forever defend the conveyance and assignment of the Deposits Assets hereby made to Grantee, its successors and does 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 hold pay, discharge and apply perform when due all Deposits received of Grantor's obligations arising or accruing from Assignor and after the Closing Date pursuant to the Contracts in accordance with the terms performance of their ordinary terms. Except as specifically set forth in Section 3 of the said leases and/or tenancies pursuant to which the same were initially depositedAgreement (i) GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE ASSETS CONVEYED BY GRANTOR HEREUNDER, (ii) ALL WARRANTIES (WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) IN REGARD TO THE MERCHANTABILITY, FITNESS 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 represents and warrants to Assignee that the Deposits listed on Schedule A are the only security deposits held by Assignor with respect to the Assigned 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 asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the DepositsGRANTOR HEREBY ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY OTHER STATEMENT OR REPRESENTATION MADE BY OR ON BEHALF OF GRANTOR. This agreement Bill xx 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 xx Sale shall not be effective unless and until executed by all parties hereto. As used herein, all defined terms shall have the meaning attributed to them in the Agreement, unless otherwise specifically defined herein.

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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement2010.

TO HAVE AND TO HOLD. all and singular the same aforesaid property unto the AssigneeIndenture Trustee, its successors and assigns, in trust for the benefit and security of the holders of the Equipment Notes from time to time, without any priority of any one Equipment Note over any other, and after for the date hereof uses and purposes, and subject to the termsterms and provisions, covenants, conditions and provisions set forth in this Indenture. It is expressly agreed that anything herein contained in to the said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt Owner shall remain liable under each of the Deposits and does agree Indenture Agreements to hold and apply perform all Deposits received from Assignor of the obligations, if any, assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the holders of the said leases and/or tenancies Equipment Notes shall have no obligation or liability under any of the Indenture Agreements by reason of or arising out of this assignment, nor shall the Indenture Trustee or the holders of the Equipment Notes be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to which any of the same were initially deposited. Assignor represents and warrants Indenture Agreements or, except as herein expressly provided, to Assignee that the Deposits listed on Schedule A are the only security deposits held by Assignor with respect make any payment, or to make any inquiry as to the Assigned Leasesnature 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. Assignee The Owner does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner, irrevocably, granted for itself good and its legal representativesvaluable consideration and coupled with an interest and with full power of substitution, successors and assigns agree with full power (in the name of the Owner or otherwise) to indemnify ask for, require, demand, receive, compound and save harmless Assignor and its legal representatives, successors and assigns, from and against give acquittance for any and all claimsmonies and claims for monies (in each case including insurance and requisition proceeds) due and to become due to the Owner under or arising out of the Indenture Agreements, costsand all other property which now or hereafter constitutes part of the Indenture Estate, 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 Indenture Trustee may deem to be necessary or advisable in the premises; provided that the Indenture Trustee 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 Depositsrights except upon the occurrence and during the continuance of an Event of Default hereunder. Assignor does hereby for itself [Trust Indenture and its legal representativesSecurity Agreement (GATX Trust No. 2008-2)] The Owner agrees that at any time and from time to time, successors upon the written request of the Indenture Trustee, the Owner will promptly and assigns agree duly execute and deliver or cause to indemnify be executed and save harmless Assignee and its legal representatives, successors and assigns, from and against delivered any and all claimssuch further instruments and documents as the Indenture Trustee may reasonably deem to be necessary in order to obtain the full benefits of this assignment and of the rights and powers herein granted. The Owner does hereby warrant and represent that, costsexcept as permitted in the Operative Agreements, chargesit has not assigned or pledged, expensesand hereby covenants that it will not assign or pledge, losses and feesso long as the assignment hereunder shall remain in effect, 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 its right, title or any person or persons claiming under any of them with respect interest hereby assigned, to any sums referenced in anyone other than the Assigned Leases Indenture Trustee. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.follows: ARTICLE I

TO HAVE AND TO HOLD. the same Assigned Properties unto the Assignee, its and Xxxxxxxx'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 from and after the date hereof subject Closing Date (but not those required to the terms, covenants, conditions and provisions contained in the said 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 III, LLC, as Purchaserbe performed prior thereto). Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee does hereby for itself and its legal representatives, successors and assigns agree agrees 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 hereof asserted by any of said tenants or any person or persons claiming Closing Date and/or Assignee's failure to perform its obligations under any of them with respect to any such Depositsthis 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 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 Assignee, reason of the failure of Assignor to perform its obligations arising from or as a result of Assignor’s acts or omissions, arising under the Assigned Properties prior to Closing Date and/or Assignor's failure to perform its obligations under this Assignment. Assignor will cooperate with Assignee to secure performance by any warrantor or guarantor 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 two (2) years and one (1) day after the date hereof asserted by any and shall thereafter expire. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, ASSIGNEE TAKES THE ASSIGNED PROPERTIES "AS IS", "WHERE IS" AND WITH "ALL FAULTS". EXCEPT AS OTHERWISE SET FORTH HEREIN OR 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. All of said tenants or any person or persons claiming under any the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits parties hereto and not included in the Depositstheir respective successors and assigns. This Assignment may only be modified, altered, amended, or terminated by the written agreement may of Assignor and Assignee. If any term, covenant or condition of this Assignment shall be executed held to be invalid, illegal or unenforceable in counterpartsany respect, this Assignment shall be construed without such provision. This Assignment shall be governed by and construed under the laws of the state in which counterparts, when taken together, shall constitute a single agreementthe Property is located without regard to principles of conflicts of law.

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 this Mortgage. Anything herein to the contrary notwithstanding, Owner Trustee shall remain liable under the 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 assignment hereunder, 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 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 said leases. This assignment is made without warranty name of Owner Trustee or representationotherwise) to ask for, express or impliedrequire, bydemand, or recourse againstreceive, 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, LLCcompound, and 382/384 Bleecker, LLC, as Seller, and American Realty Capital III, LLC, as Purchaser. Assignee does hereby give acquittance for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 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 xxxx 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 Depositspurchase, 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 Trust Agreement any amounts distributed to it by Mortgagee under this Mortgage. Upon Mortgagee's written request, 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 asserted by 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 sums referenced payment from Lessee or any Permitted Sublessee under any Mortgage Agreement, (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 the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Depositsrespect of any Mortgage Agreement to arbitration thereunder. This agreement may be executed in counterpartsOwner Trustee shall not, which counterparts, when taken together, shall constitute a single agreement.without Mortgagee's prior written consent:

TO HAVE AND TO HOLD. the same Trust Estate hereby granted, conveyed, assigned, and transferred, or so intended, together with all estate, right, title and interest of Trustor and anyone claiming by, through or under Trustor, in, to, under or derived from the Trust Estate and all rights and appurtenances relating thereto, unto the AssigneeLender, its successors and assignsassigns forever, upon the terms, provisions and conditions set forth in this Deed of Trust, subject only to the Permitted Exceptions. This Deed of Trust is being made pursuant to the terms and conditions of the Loan Agreement, of even date herewith, between Trustor and LF3 CHARLOTTE TRS, LLC, a Delaware limited liability company (“TRS Borrower”, and collectively, along with Trustor, the “Borrower”), as Borrowers, and Lender, as Lender (as it may be amended, restated, supplemented, extended or renewed from time to time, the “Loan Agreement”). Capitalized terms used in this Deed of Trust and not otherwise defined in this Deed of Trust have the meanings given to those terms in the Loan Agreement. ​ IMPORTANT NOTICE TO LIEN CLAIMANTS: ​ Any lien attaching to the Trust Estate after the date hereof (each, a “Junior Lien”) shall be subject and subordinate to all of the Secured Obligations, including: (a) any debt now or hereafter owed Lender or any affiliate of Lender by Trustor or any other Credit Party, including advances (whether or not obligatory) made subsequent to the termsrecording of this Deed of Trust; and (b) any modification to this Deed of Trust, covenants, conditions and provisions contained in the said leases. This assignment is made without warranty or representation, express or implied, byany other Loan Document, or recourse against, the Assignor Secured Obligations after the date of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as recording 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt this Deed of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 feesTrust, including, but not limited towithout limitation, reasonable attorneys’ feesincreases in the amount of the Secured Obligations, 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 increases in interest rates with respect to any Secured Obligation, and changes to the maturity date of any secured modification, notwithstanding that such Depositsmodification may occur after the date such Junior Lien attaches or may adversely affect or prejudice the rights of any Junior Lien claimant. 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 Nothing herein shall be deemed an approval or consent by Lender to, reasonable attorneys’ feesor waiver of Xxxxxx’s right to object to, 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the DepositsJunior Lien. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.​

TO HAVE AND TO HOLD. all and singular the same aforesaid property unto the AssigneeMortgagee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt permitted assigns, for the equal and proportionate benefit and security of the Deposits 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 of maturity thereof or otherwise for any reason whatsoever, and does agree for the uses and purposes and in all cases and as to hold all property specified in paragraphs (1) through (11) inclusive above, subject to the terms and apply provisions set forth in this Security Agreement (including, without limitation, Sections 6.01 and 9.05). It is expressly agreed that anything herein contained to the contrary notwithstanding, each Mortgagor shall remain liable under the Granting Clause Documents to which it is a party, to perform all Deposits received of the obligations assumed by it thereunder, except to the extent prohibited or excluded from Assignor in accordance with doing so pursuant to the terms and 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 said leases and/or tenancies 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 name of such Mortgagor or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds but in all cases excluding Excluded Payments, any 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, and all other property which now or hereafter constitutes part of the Mortgaged Property, to 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 same were initially depositedMortgagee may deem to be necessary or advisable in connection therewith. Assignor Without limiting the generality of the foregoing, but subject to the rights of the Mortgagors under Sections 4.03 and 4.04(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 bxxx 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 Assignee that the Deposits listed on Schedule A are the only security deposits held by Assignor with respect Section 9.01 hereof, any of its right, title or interest hereby assigned to the Assigned Leases. Assignee does hereby for itself Mortgaged Property, to anyone other than the Mortgagee, and its legal representativesthat it will not, 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, 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.it is entitled:

TO HAVE AND TO HOLD. the same above leases and rights and interests pertaining thereto unto the Assignee, its successors and assigns, from and after the date hereof subject to the terms, covenants, conditions and provisions contained in the said 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 III, LLC, as Purchaser. Assignee does hereby for bind itself and its successors and assigns acknowledge receipt of the Deposits to WARRANT and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of FOREVER DEFEND the said leases and/or tenancies pursuant to which the same were initially deposited. Assignor represents leases, rights and warrants to Assignee that the Deposits listed on Schedule A are the only security deposits held by Assignor with respect to the Assigned Leases. Assignee does hereby for itself and interests unto Assignee, its legal representatives, successors and assigns agree to indemnify and save harmless Assignor and its legal representatives, successors and assigns, from against every person whomsoever lawfully claiming or attempting to claim the same, or any part thereof. Assignee covenants and against agrees to discharge any and all claimsobligations of the lessor under the leases herein assigned arising on or after the effective date hereof and hereby agrees to indemnify Assignor against and hold Assignor 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 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 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 Depositsleases. 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 hereof asserted by and arising out of the Assignor’s obligations under such leases. If any litigation between Assignor and Assignee arises out of said tenants the obligations of the parties under this Assignment or concerning the meaning or interpretation of any person or persons claiming under any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of them with respect to any sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Depositslitigation, including, without limitation, reasonable attorneys’ fees. This agreement 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: ASSIGNEE: XXXXXXX-XXXXXXXXXX PROPERTIES, LTD., a single agreementTexas limited partnership By: A-D Management, Inc., a Texas corporation, its General Partner By: Xxxxxxxx Xxxxxxx, Xx., President 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 § § 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) EXHIBIT "D" BLANKET CONVEYANCE, XXXX OF SALE AND ASSIGNMENT THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF DALLAS § Concurrently with the execution and delivery hereof, _____________________________ a _____________________________ ("Assignor"), is conveying to XXXXXXX-XXXXXXXXXX PROPERTIES, LTD., a Texas limited partnership ("Assignee"), by Special Warranty Deed that certain tract of 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 Property (all of such properties and assets being collectively called the "Assigned Properties"). Notwithstanding the foregoing, “Assigned Properties” shall not include any property of tenants.

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 said 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 and by a date down endorsement dated as of the date hereof, LLCnaming Lender as the proposed insured thereunder, 382/384 Perry Retailincluding all endorsements thereto, LLCapproved by Lender (the “Loan Policy”); that it has good and lawful right to sell, Bleecker Street Condoconvey, LLC, mortgage and 382/384 Bleecker, LLC, as Seller, encumber the Premises; and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself that Mortgagor and its successors and assigns acknowledge receipt 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 Deposits Indebtedness, and does agree to hold has strictly performed and apply observed all Deposits received from Assignor in accordance with the terms of the said leases and/or tenancies pursuant to which agreements, terms, conditions, provisions, and warranties contained in this Mortgage and in all of the same were initially deposited. Assignor represents other Loan Documents, and warrants to Assignee that (b) CTAIII has paid all of the Deposits listed on Schedule A are Indebtedness, and has strictly performed and observed all of the only security deposits held by Assignor with respect 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 Assigned Leases. Assignee does hereby for itself Premises shall cease 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, includingshall be released at the cost of Mortgagor, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or as a result of Assignee’s acts or omissions, arising from otherwise shall remain in full force 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreementeffect.

TO HAVE AND TO HOLD. the same Trust Estate hereby granted, conveyed, assigned, and transferred, or so intended, together with all estate, right, title and interest of Trustor and anyone claiming by, through or under Trustor, in, to, under or derived from the Trust Estate and all rights and appurtenances relating thereto, unto the AssigneeLender, its successors and assignsassigns forever, upon the terms, provisions and conditions set forth in this Deed of Trust, subject only to the Permitted Exceptions. This Deed of Trust is being made pursuant to the terms and conditions of the Loan Agreement, of even date herewith, between Trustor and LF3 PINEVILLE 2 TRS, LLC, a Delaware limited liability company (“TRS Borrower”, and collectively, along with Trustor, the “Borrower”), as Borrowers, and Lender, as Lender (as it may be amended, restated, supplemented, extended or renewed from time to time, the “Loan Agreement”). Capitalized terms used in this Deed of Trust and not otherwise defined in this Deed of Trust have the meanings given to those terms in the Loan Agreement. ​ IMPORTANT NOTICE TO LIEN CLAIMANTS: ​ Any lien attaching to the Trust Estate after the date hereof (each, a “Junior Lien”) shall be subject and subordinate to all of the Secured Obligations, including: (a) any debt now or hereafter owed Lender or any affiliate of Lender by Trustor or any other Credit Party, including advances (whether or not obligatory) made subsequent to the termsrecording of this Deed of Trust; and (b) any modification to this Deed of Trust, covenants, conditions and provisions contained in the said leases. This assignment is made without warranty or representation, express or implied, byany other Loan Document, or recourse against, the Assignor Secured Obligations after the date of any kind or nature whatsoever except as specifically provided in that certain Purchase and Sale Agreement dated as recording 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt this Deed of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 feesTrust, including, but not limited towithout limitation, reasonable attorneys’ feesincreases in the amount of the Secured Obligations, 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 increases in interest rates with respect to any Secured Obligation, and changes to the maturity date of any secured modification, notwithstanding that such Depositsmodification may occur after the date such Junior Lien attaches or may adversely affect or prejudice the rights of any Junior Lien claimant. 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 Nothing herein shall be deemed an approval or consent by Lender to, reasonable attorneys’ feesor waiver of Xxxxxx’s right to object to, 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the DepositsJunior Lien. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.​

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 to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Agreements, to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and 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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt name of the Deposits Owner Trustee or otherwise) to ask for, require, demand, receive, compound and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee does hereby give acquittance 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’ fees4.03 and 4.04(a) hereof, incurred 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 bxxx 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 Depositspurchase, 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 asserted by shall not have been released pursuant to Section 10.01 hereof, 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 sums referenced payment 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. The Owner Trustee does hereby agree that it will not without the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in written consent of the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.Mortgagee:

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 said 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. ASSIGNOR: ASSIGNEE: WILDCAT MOUNTAIN SKI AREA, LLCINC., 382/384 Perry Retaila New Hampshire corporation WC ACQUISITION CORP., LLCa New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, Bleecker Street CondoPresident By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, LLCVP MEADOW GREEN-WILDCAT SKILIFT CORP., and 382/384 Bleeckera New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, LLCPresident MEADOW GREEN — WILDCAT CORP., as Sellera New Hampshire corporation By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 asserted by any of said tenants or any person or persons claiming under any of them with respect to any such Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.President

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 said leases. This assignment is made without warranty or representationthis General Assignment, express or implied, by, is intended or recourse against, the Assignor of any kind shall be construed to confer upon 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned 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 asserted by any of said tenants or any person or persons claiming under any of them with respect give to any such Depositsperson, firm, partnership, corporation or other entity other than Assignee any rights or remedies under or by reason of this General Assignment. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.* * * * *

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, its successors with the same effect as if said bonds and assignscoupons had all been made, from issued and after negotiated simultaneously on the date hereof 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 terms, further covenants, conditions conditions, uses and provisions contained in the said 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, LLCtrusts hereinafter set forth, and 382/384 Bleeckerthe Company, LLC, as Seller, and American Realty Capital III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt of the Deposits assigns, does hereby covenant and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee does hereby for itself Trustee and its legal representativessuccessor or successors in said trust, successors for the benefit of those who shall hold said bonds and assigns agree to indemnify and save harmless Assignor and its legal representativescoupons, 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 them, issued under this Indenture or any person indenture supplemental hereto, or persons claiming under any of them with respect to any such Deposits. Assignor does hereby for itself and its legal representativesboth, 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.follows:

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 said leasesLeases. 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 IIIIK, LLC, as PurchaserPurchaser (the “Purchase Agreement”). The Assignee does hereby for itself and its successors and assigns acknowledge receipt assumes the performance of all of the Deposits terms, covenants and does agree conditions of the Leases herein assigned by the Assignor to hold the Assignee from and apply after the date hereof and hereby agrees to perform all Deposits received of the terms, covenants and conditions contained in the Leases from Assignor in accordance and after the date hereof, all with the terms of full force and effect as if Assignee had signed the said leases and/or tenancies pursuant to which Leases originally as the same were initially depositedlandlord named therein. Assignor represents shall remain liable and warrants to Assignee that responsible for any unperformed obligations under the Deposits listed on Schedule A are the only security deposits held by Assignor with respect Leases which arose prior to the Assigned Leasesdate 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 hereof, asserted by any of said tenants or any person or persons claiming under any of them with respect to any such DepositsLeases. 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 tenants or persons as security deposits and not included in the DepositsLeases. This agreement 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 Article 11 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 Easement to the terms, covenants, conditions City and provisions contained in the said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its City’s successors and assigns acknowledge receipt for the Easement Duration and Easement Purpose; provided, however, Grantor reserves the right to enter upon and use any portion of the Deposits and does agree to hold and apply all Deposits received from Assignor Easement Tract, but in accordance 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 terms of rights granted the said leases and/or tenancies pursuant 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 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 Assignor with respect to the Assigned Leases. Assignee does hereby for itself and its legal representativeshave been removed, successors and assigns agree to indemnify and save harmless Assignor and its legal representativesrelocated, successors and assignsaltered, from and against any and all claimsdamaged, costs, charges, expenses, losses and fees, including, but not limited to, reasonable attorneys’ fees, incurred by Assignor, arising from or destroyed as a result of AssigneeCity’s acts use of the Easement Tract. Grantor binds Grantor and Xxxxxxx’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 Deposits. 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 Xxxxxxx's heirs, incurred by Assigneesuccessors, arising from or as a result and assigns and City includes City's employees, agents, consultants, contractors, successors, and assigns; and where the context requires, singular nouns and pronouns include the plural. Executed effective the Date first above stated. {Signatures on next page} Xxx Xxxxxxxxx By: State of Assignor’s acts or omissionsTexas § County of Xxxxxx § Before me, arising prior the undersigned notary, on this day personally appeared Xxx Xxxxxxxxx, known to me through valid identification to be the person whose name is subscribed to the date hereof asserted by any of said tenants or any preceding instrument and acknowledged to me that the person or persons claiming under any of them with respect to any sums referenced executed the instrument in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits person’s official capacity for the purposes and not included consideration expressed in the Depositsinstrument. This agreement may Given under my hand and seal of office on . [Seal] Notary Public, State of Texas Xxxxxxx Xxxxxxxxx By: State of Texas § County of Xxxxxx § Before me, the undersigned notary, on this day personally appeared Xxxxxxx Xxxxxxxxx, 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 counterpartsthe person’s official capacity for the purposes and consideration expressed in the instrument. Given under my hand and seal of office on . [Seal] Notary Public, which counterpartsState of Texas APPROVED AS TO FORM: REVIEWED: City of Austin, when taken togetherTexas City of Austin, shall constitute a single agreement.Texas Law Department Development Review Department By: Name: By: Name: Title: Assistant City Attorney Title: After attaching the required exhibits to this instrument, the following appropriate documents (Use Affidavits FORM A-01.0)

TO HAVE AND TO HOLD. the same Transferred Assets and the Assumed Obligations unto the Assignee, its successors and assigns, from FOREVER. The Assignor hereby constitutes and after appoints the date hereof subject to the terms, covenants, conditions and provisions contained in the said 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 III, LLC, as Purchaser. Assignee does hereby for itself and its successors and assigns acknowledge receipt as its true and 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 Deposits Assignor but on behalf of and for the benefit of the Assignee and its successors and assigns, to demand and receive any and all of the assets, properties, rights and business hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute, in the name of the Assignor or otherwise, for the benefit of the Assignee or its successors and assigns, 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 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 agree 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 hold and apply 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 Deposits received 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 of the assets, properties, rights and business hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute, in the name of the Assignor or otherwise, for the benefit of TFCC or its successors and assigns, proceedings at law, in equity, or otherwise, which TFCC or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any portion of the Transferred Escrow Account and to do all acts and things in relation to the assets which TFCC or its successors or assigns reasonably deem desirable. The instrument shall be binding upon and shall inure to the benefit of the respective successors and assigns of the Assignor and the Assignee. This instrument shall be construed and enforced in accordance with the terms laws of the said leases and/or tenancies pursuant State of Delaware, without regard 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 Assignor with respect to the Assigned 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 conflict 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreementlaw.

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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself the benefit of Lender and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee assigns, 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.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 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 said 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 III, LLC, as Purchaser. Assignee does hereby for itself the benefit of Lender and its successors and assigns acknowledge receipt of the Deposits and does agree to hold and apply all Deposits received from Assignor in accordance with the terms of the 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 Assignor with respect to the Assigned Leases. Assignee assigns, 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 Deposits. 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 sums referenced in the Assigned Leases as security deposits or otherwise paid by such tenants or persons as security deposits and not included in the Deposits. This agreement may be executed in counterparts, which counterparts, when taken together, shall constitute a single agreement.follows: