American Realty Capital Healthcare Trust 10K 2011 Annual report | SEC Filing

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

METHODIST NORTH MEDICAL OFFICE BUILDING

2338 West Sud Parkway, Peoria, Illinois

THIS AGREEMENT ("Agreement") is made and entered into as of the Effective Date byand between AMERICAN REALTY CAPITAL V, LLC ("Buyer"), and PEORIA MOBOWNERS LLC ("Seller").

In consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,intending to be legally bound, agree as follows:

1. Terms and Definitions.The terms listed below shall have the respective meaning given them as set forth adjacent to each term.

(a) "Closing" shall mean the consummation of the transaction contemplatedherein, which shall occur, subject to the extension set forth in Section 10 hereof, on December15, 2011. The date of Closing is sometimes hereinafter referred to as the"Closing Date or Closing". Neither party will need to be present at Closing, it being anticipated that the parties will deliver all Closing documents and deliverables in escrow to the Escrow Agent (or if bothBuyer and Seller agree, to Buyer's and/or Seller's counsel) prior to the date of Closing.

(b) "Due Diligence Period" shall mean the period beginning upon the Effective Date and extending until 11:59 PM EST on the date that is thirty (30) days thereafter.Buyer and Seller shall agree in writing to the date that is the end of the Due Diligence Periodafter execution of this Agreement Seller shall deliver to Buyer all of the Due DiligenceMaterials within five (5) business days after the Effective Date, and for each day that passesthereafter until all of the Due Diligence Materials are delivered to Buyer, the Due DiligencePeriod shall be extended by one (1) day. If Seller is in default under § 1(b) hereunder and Buyerhas notified Seller of such default five (5) days prior to the expiration of the Due DiligencePeriod, the Due Diligence Period willbeextended until the earlier to occur of the following: (a) Seller has cured such default to the reasonable satisfaction of Buyer and if such default relates tothe failure to deliver any item required to be delivered by Seller under Section 6(b) hereunder, anadditional ten(10)days, (b) Buyer terminates this Agreement in accordance with the termshereof, or (c) the date mutually agreed to by Buyer and Seller.

(c) "Earnest Money" shall mean Five Hundred Thousand Dollars($500,000.00). The Earnest Money shall be delivered to Escrow Agent within three (3) businessdays after the Effective Date. In the event that Buyer and Seller exercise the extension set forth in Section10hereof, Buyer shall deposit an additional Five Hundred Thousand Dollars($500,000.00) with the Escrow Agent within three (3) business days after the date that mutual adjournment is reached. The Earnest Money shall be deposited by Buyer in escrow with EscrowAgent, to be applied as part payment of the Purchase Price at the time of Closing, or disbursed asagreed upon in accordance with the terms of this Agreement. Seller and Buyer each shall payone-half of all reasonable escrow fees charged by Escrow Agent.

(d) "Effective Date" This Agreement shall be signed by both Seller andBuyer. The datelhat is one (1) business day after the date of the last execution and acceptanceby both parties shall be the "Effective Date" of this Agreement.

(e) "Escrow Agent" shall mean Chicago Title Insurance Company, Suite1325, 1515 Market Street, Philadelphia, PA 19102-1930, Attention: Edwin G. Ditlow,Telephone: 215-875-4184; Telecopy: 215-732-1203;E-Mail: ditlowE@ctt.com. The partiesagree that the Escrow Agent shall be responsible for (x) organizing the issuance of theCommitment and Title Policy, (y) preparation of the closing statement, and (z) collections anddisbursement of the funds.

(f) "Guarantor" shall mean Methodist Health Services Corporation.

(g) "Guaranty" shall mean those two (2) Guarantees of the Lease dated July 7, 2008 (the "Guaranty") executed by Guarantor.

(h) "Lease"shall mean (i) that certain First Floor Lease dated as of July 7,2008 between Seller, as landlord, and Methodist Services, Inc., as Tenant ("Tenant"), asamended, and (ii) that certain Second and Third Floor Lease dated as of July 7, 2008 betweenSeller, as Landlord, and Methodist Services, Inc., as Tenant;

(i) "Passive Interest" The Seller is Selling a ninety-nine percent (99%)interest in the Property. The Seller will continue to own an interest in the Property ("PassiveInterest") in return for a credit against the Purchase Price equal to one percent (1%) of thePurchase Price (defined below). Seller shall not be permitted to sell or transfer the PassiveInterest without Buyer's consent. The Passive Interest will not be entitled to any decision-making, voting, buy or sell rights. Buyer will have the right to purchase the Passive Interestfrom Seller upon an agreement of any kind to sell or otherwise transfer all or a portion ofBuyer's Controlling Interest or Buyer's decision to sell the Property as a stand-alone transactionor as part of a portfolio transaction. The Passive Interest shall be purchased at a fixed price of$246,250.00, less the pro rata amount of any debt then on the Property. If Buyer places debt on theProperty at Closing the purchase price for Passive Interest will be reduced on a pro rata basis. If debt isplaced on the Property after Closing, Seller shall receive its pro rata 1% share of such net refinancingproceeds. Buyer and Seller shall mutually agree to the terms of a limited liability agreement (the "LLC Agreement") incorporating the terms herein within two (2) weeks from the Effective Date.

"Property" shall mean (a) the rights of Seller as Ground Lessee under theground lease covering that certain real property located at 2338 West Sud Parkway in Peoria,Illinois, being more particularly described on Exhibit A, attached hereto and incorporated herein(the "Ground Lease") together with all buildings, facilities and other improvements locatedthereon (collectively, the "Improvements"); (b) all right, title and interest of Seller under theGround Lease and Lease and all security deposits (if any) that Seller is holding pursuant to theLease; (c) all right, title and interest of Seller in all machinery, furniture, equipment and items of personal property of Seller attached or appurtenant to, located on or used in the ownership, use,operation or maintenance of the Property or the Improvements (collectively, the "Personalty");(d) all right, title and interest of Seller, if any, to any unpaid award for (1) any taking orcondemnation of the Property or any portion thereof, or (2) any damage to the Property or the Improvements by reason of a change of grade of any street or highway; (e) all easements,licenses, rights and appurtenances relating to any of the foregoing; and (f) all right, title andinterest of Seller in and to any warranties, tradenames, logos (including any federal or statetrademark or tradename registrations), or other identifying name or mark now used in connectionwith the Ground Lease and/or the Improvements, but expressly excluding any such property tothe extent owned by Tenant (the "Intangible Property").

(k) "Purchase Price" shall mean Twenty-four Million Six Hundred Twenty-five Thousand Dollars ($24,625,000.00), less the value of the Passive Interest.

(I) Seller and Buyer's Notice address

(i) "Seller's Notice Address" shall be as follows, except as samemay be changed pursuant to the Notice section herein:

Peoria MOB Owners, LLC

Robert Sina, Lend Lease DASCO

11360 Jog Road, Suite 200

Palm Beach Gardens, FL 33418

Tel. No.: (561) 691-9900

Fax No.: (561) 622-2622

Email:Robert.Sina@lendlease.com

Sellers Attorney:

Thomas K. Pierce, Esq.

11360 Jog Road, Suite 200

Palm Beach Gardens, FL 33418

Tel. No.: (561) 691-9900

Fax No.: (561) 622-2622

Email:tom.pierce@lendlease.com

(ii) "Buyer's Notice Address" shall be as follows, except as samemay be changed pursuant to the Notice section herein:

William Kahane

American Realty Capital V, LLC

405 Park Avenue, 12th Floor

New York, NY 10022

Tel. No.: (215) 887-3054

Fax No.: (646) 861-7751

Email:wkahane@arlcap.com

And to:

Jesse Galloway

American Realty Capital V, LLC

405 Park Avenue, 15th FloorNew York, NY 10022

Tel. No.: (212) 415-6516

Fax No.: (646) 861-7751

Email: jgalloway@arIcap.com

And Due Diligence Materials (if provided by email) to:

duediligence@arlcap.com

With notice to:

James A. (Jim) MezzanotteAmerican Realty Capital, LLC202 E Franklin Street

Monroe, NC 28112

Tel. No.: (212) 415-6570

Fax No.: (212) 415-6507

Email: jmezzanotte@arlcap.eom

2. Purchase and Sale of the Property.Subject to the terms of this Agreement,Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, a 99% interest in theProperty for the Purchase Price.

3. Payment of Purchase Price.The Purchase Price to be paid by Buyer to Seller shall be paid by wire transfer of immediately available funds to Escrow Agent, at the Closing Date, or as otherwise agreed to between Buyer and Seller.

4. Proration of Expenses and Payment of Costs and Recording Fees.

(a) All real estate taxes, rollback taxes, personal property taxes, water and sewer usecharges, and any other charges and assessments constituting a lien on the Property (collectively"Taxes and Assessments") due and payable on or before the Closing Date and not paid by Tenantshall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or atClosing. There shall be no closing adjustments between the parties for Taxes and Assessmentsnot yet due and payable at Closing unless Tenant is not responsible for all such Taxes andAssessments due in accordance with the provisions of the Leases.

(b) All rents shall be prorated as of the Closing Date with Buyer being credited forrent attributable to the day of Closing through and including the last day of the calendar month inwhich the Closing Date occurs.

(c) Seller shall pay or be charged with the following costs and expenses in connectionwith this transaction which costs shall be referred to as "Seller's Closing Costs":

(i) 100% of Standard (ALTA) Owner's Title Insurance policy premiums,including search costs and excluding any endorsements issued in connection with such policiesother than endorsements that Seller elects to purchase to cover title issues, if any;

(ii) Transfer taxes on the sale and transfer of the Property.

(iii) Broker's commission payments (for both leasing and sales commissionsearned), in accordance with Section 23 of this Agreement;

(iv) All fees relating to the granting and executing the Deed for the Property andfor any costs incurred in connection with the release of existing debt, including, but not limited to,prepayment penalty fees and recording fees for documents providing for the release of theapplicable Property from the existing debt.

(d) Buyer shall pay or be charged with the following costs and expenses inconnection with this transaction, which costs shall be referred to as "Buyer's Closing Costs":

(i) The cost of any Title Insurance policy premiums for any endorsements andmortgage insurance issued in connection with such policies other than endorsements that Sellerelects to purchase to cover title issues, if any;

(ii) all costs and expenses in connection with Buyer's financing, including appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax;

(iii) Buyer shall pay for the cost of its own survey, Phase 1 environmentalstudy and due diligence investigations; and

(iv) Buyer shall pay recording fees for all recorded documents.

(e) Each party shall pay its own legal fees incidental to the negotiation, execution and

delivery of this Agreement and the consummation of the transactions contemplated hereby.

5. Title.At Closing, Seller agrees to convey to Buyer fee simple marketable title to the Property by special warranty deed, free and clear of all liens, defects of title, conditions, easements, assessments, restrictions, and encumbrances except for Permitted Exceptions (as hereinafter defined).

6. Examination of Property. Seller and Buyer hereby agree as follows:

(a) Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the date hereof. All matters shown in the TitleCommitment with respect to which Buyer fails to object prior to the expiration of the DueDiligence Period shall be deemed"Permitted Exceptions". However, Permitted Exceptions shall not include any mechanic's lien or any monetary lien, or any deeds of trust, mortgage, orother loan documents secured by the Property, (collectively,"Liens").Seller shall be required tocure, remove or obtain insurance over all Liens (by payment, bond deposit or indemnity acceptable to Escrow Agent). Seller agrees to remove or cure any reasonable objections ofBuyer which are of a nature that are capable of being cured with reasonable efforts prior toClosing. Seller shall have no obligation to cure any title matter objected to, except as aforesaid,provided Seller notifies Buyer of any objections which Seller elects not to remove or cure withinten (10) business days following receipt of Buyer's objections. In the event that Seller refuses to remove or cure any reasonable objections, Buyer shall have the right to terminate this Agreementupon written notice to Seller given within five (5) business days after receipt of Seller's notice,upon which termination the Earnest Money shall be returned to Buyer and neither party shallhave any further obligation hereunder, except as otherwise expressly set forth herein. If anymatter not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall haveuntil the later of (i) twenty (20) days after the Buyer's and Seller's receipt of the updated, revisedTitle Commitment showing the new title exception, together with a legible copy of any such newmatter, or (ii) the date of Closing, to provide Seller with written notice of its objection to anysuch new title exception (an "Objection"). If Seller does not remove or cure such Objectionwithin twenty (20) days of the date of Closing, Buyer may terminate this Agreement, in which case the Earnest Money shall be returned to Buyer, Seller shall reimburse Buyer for all out ofpocket costs and expenses incurred hereunder and neither party shall have any further obligationhereunder, except as otherwise expressly set forth herein.

(b) Within five (5) days following the Effective Date, Seller shall provide to Buyer copies of the following documents and materials pertaining to the Property to the extentwithin Seller's possession or reasonably obtainable by Seller or Seller's counsel: (i) a complete copy of all leases affecting the Property and all amendments thereto; (ii) a copy of all surveysand site plans of the Property, including without limitation any as-built survey obtained ordelivered to tenants of the Property in connection with its construction; (iii) a copy of allarchitectural plans and specifications and construction drawings for improvements located on theProperty; (iv) a copy of Seller's title insurance policies relating to the Property; (v) a copy of thecertificate of occupancy and zoning reports for the Property; and of all governmentalpermits/approvals; (vi) a copy of all environmental and engineering reports for the Property; (vii)copies of the Property's real estate tax bills for the current and prior two (2) tax years or, if theProperty has been owned by Seller for less than two (2) tax years, for the period of ownership;(viii) the operating statements of the Property for the twenty four (24) calendar monthsimmediately preceding the Effective Date or if the Tenant has been operating for less thantwenty-four (24) months, for the period of operation; (ix) all service contracts and insurancecertificates which affect the Property, if any; (x) a copy of all warranties relating to theimprovements constructed on the Property, including without limitation any roof warranties; and(xi) a written inventory of all items of personal property to be conveyed to Buyer, if any; (xii)the items set forth on Exhibit K (the"Due Diligence Materials"). Seller shalldeliver any otherdocuments relating to the Property reasonably requested by Buyer within three (3) business daysfollowing such request. Additionally, during the term of this Agreement, Buyer, its agents anddesignees, shall have the right to enter the Property for the purposes of inspecting the Property,conducting soil tests, and making surveys, mechanical and structural engineering studies,inspecting construction, and conducting any other investigations and inspections as Buyer mayreasonably require to assess the condition and suitability of the Property; provided, however, thatsuch activities by or on behalf of Buyer on the Property shall not damage the Property norinterfere with the conduct of business by any Tenant under the Lease; and provided further,however, that Buyer shall indemnify and hold Seller harmless from and against any and allclaims or damages to the extent resulting from the activities of Buyer on the Property, and Buyershall repair any and all damage caused, in whole or in part, by Buyer and return the Property to its condition prior to such damage, which obligation shall survive Closing or any termination ofthis Agreement. Seller shall reasonably cooperate with the efforts of Buyer and the Buyer'srepresentatives to inspect the Property. After the Effective Date, Buyer shall be permitted tospeak and meet with Tenant in connection with Buyer's due diligence with a representative ofSeller present. Upon signing this agreement, Seller shall at Buyer's request arrange all site visits.Buyer shall have the unconditional right, for any reason or no reason, to terminate thisAgreement by giving written notice thereof to Seller prior to the expiration of the Due DiligencePeriod, in which event this Agreement shall become null and void, Buyer shall receive a refundof the Earnest Money, and all rights, liabilities and obligations of the parties under thisAgreement shall expire, except as otherwise expressly set forth herein.

(e) Within thirty (30) days of Closing, Seller shall deliver Estoppel Certificates certified to Buyer, the Approved Assignee and their Lender, successors and assigns(and simultaneously provide Buyer with a copy of such request) and a Waiver of Tenant's rightof first refusal, if applicable. It shall be a condition of Closing that Seller shall have obtained anestoppel certificate from Tenant in the form attached hereto as Exhibit F (the "Tenant EstoppelCertificate") an estoppel certificate from Ground Lessor in the form attached hereto as Exhibit F1 (the "Ground Lessor Certificate") and an estoppel certificate from Guarantor in the formattached hereto as Exhibit G (the "Guarantor Estoppel Certificate"), and Seller shall use good faith efforts to obtain the same. Seller shall promptly deliver to Buyer photocopies or pdf files ofthe executed estoppel certificates when Seller receives the same. Within five (5) business daysfollowing the date that Buyer has received complete copies of the Lease and Guaranty, Buyermay propose modifications or additions to the form of estoppel certificates attached hereto asExhibits F, F land G.

(d) Seller shall use good faith reasonable efforts to obtain a subordination,non-disturbance and attornment agreement from Tenant in form and substance reasonablyacceptable to Tenant, Buyer and Buyer's Lender, if applicable (the "SNDA").

(e) Seller shall use good faith reasonable efforts to obtain estoppel certificateswith respect to reciprocal easement agreements as may be reasonably requested by Buyer.

7. Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnationor taking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damageto the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of the Property is damaged in any casualty or condemned or taken (ornotice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination orabatement of rent under the Lease, or (b) with respect to any casualty, if the cost to repair suchcasualty would exceed $100,000, or (c) with respect to any condemnation, any Improvements oraccess to the Improvements or more than five percent (5%) of the Property is (or will be)condemned or taken or such other portion of the Property, that renders the Property unusable inBuyer's reasonable good faith determination, then, Buyer may elect to terminate this Agreement by providing written notice of such termination to Seller within ten (10) business days afterBuyer's receipt of notice of such condemnation, taking or damage, upon which termination theEarnest Money shall be returned to the Buyer and neither party hereto shall have any furtherrights, obligations or liabilities under this Agreement, except as otherwise expressly set forthherein. With respect to any condemnation or taking (of any notice thereof), if Buyer does notelect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price andSeller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. Withrespect to a casualty, if Buyer does not elect to terminate this Agreement or does not have theright to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Priceand Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller'sinsurance policies covering such Property with respect to such damage or destruction (or pay toBuyer any such proceeds received prior to Closing) and pay to Buyer the amount of anydeductible with respect thereto, and Buyer shall be entitled to receive and keep any moniesreceived from such insurance policies.

8. Earnest Money Disbursement.The Earnest Money shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions:

(a) If the Closing occurs, Escrow Agent shall deliver the Earnest Money to, orupon the instructions of, Seller and Buyer on the Closing Date to be applied as part payment ofthe Purchase Price. If for any reason the Closing does not occur, Escrow Agent shall deliver theEarnest Money to Seller or Buyer only upon receipt of a written demand therefor from suchparty, subject to the following provisions of this clause (a). Subject to the last sentence of thisclause (a), if for any reason the Closing does not occur and either party makes a written demand(the "Demand") upon Escrow Agent for payment of the Earnest Money, Escrow Agent shall givewritten notice to the other party of the Demand within one business day after receipt of theDemand. If Escrow Agent does not receive a written objection from the other party to theproposed payment within five (5) business days after the giving of such notice by Escrow Agent,Escrow Agent is hereby authorized to make the payment set forth in the Demand. If EscrowAgent does receive such written objection within such period, Escrow Agent shall continue tohold such amount until otherwise directed by written instructions signed by Seller and Buyer or afinal judgment of a court. Notwithstanding the foregoing provisions of this clause (a) if Buyerdelivers a notice to Escrow Agent stating that Buyer has terminated this Agreement on or prior tothe expiration of the Due Diligence Period, then Escrow Agent shall immediately return theEarnest Money to Buyer without the necessity of delivering any notice to, or receiving any noticefrom Seller.

(b) The parties acknowledge that Escrow Agent is acting solely as astakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of theparties for any action or omission on its part taken or made in good faith, and not in disregard ofthis Agreement, but shall be liable for its negligent acts and for any liabilities (includingreasonable attorneys' fees, expenses and disbursements) incurred by Seller or Buyer resultingfrom Escrow Agent's mistake of law respecting Escrow Agent scope or nature of its duties.Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from andagainst all liabilities (including reasonable attorneys' fees, expenses and disbursements) incurredin connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreementor involving negligence on the part of Escrow Agent. Escrow Agent has executed thisAgreement in the place indicated on the signature page hereof in order to confirm that EscrowAgent has received and shall hold the Earnest Money in escrow, and shall disburse the Earnest Money pursuant to the provisions of this Section 8.

9. Default

(a) In the event that Seller is ready, willing and able to close in accordancewith the terms and provisions hereof, and Buyer defaults in any of its obligations undertaken inthis Agreement, Seller shall be entitled to, as its sole and exclusive remedy to either: (i) waivesuch default and proceed to Closing in accordance with the terms and provisions hereof; or (ii) declare this Agreement to be terminated, and Seller shall be entitled to immediately receive all of the Earnest Money as liquidated damages as and for Seller's sole remedy. Upon suchtermination, neither Buyer nor Seller shall have any further rights, obligations or liabilitieshereunder, except as otherwise expressly provided herein. Seller and Buyer agree that (a) actualdamages due to Buyer's default hereunder would be difficult and inconvenient to ascertain andthat such amount is not a penalty and is fair and reasonable in light of all relevant circumstances,(b) the amount specified as liquidated damages is not disproportionate to the damages that would be suffered and the costs that would be incurred by Seller as a result of having withdrawn theProperty from the market, and (c) Buyer desires to limit its liability under this Agreement to theamount of the Earnest Money paid in the event Buyer fails to complete Closing. Seller herebywaives any right to recover the balance of the Purchase Price, or any part thereof, and the right topursue any other remedy permitted at law or in equity against Buyer. In no event under thisSection or otherwise shall Buyer be liable to Seller for any punitive, speculative or consequentialdamages.

(b) In the event of a default in the obligations herein taken by Seller, Buyermay, as its sole and exclusive remedy, either: (i) waive any unsatisfied conditions and proceedto Closing in accordance with the terms and provisions hereof; (ii) terminate this Agreement bydelivering written notice thereof to Seller no later than Closing, upon which termination theEarnest Money shall be refunded to Buyer, Seller shall pay to Buyer all of the actually incurred,third party, out-of-pocket costs and expenses incurred by Buyer in connection with thisAgreement up to $20,000 upon presentation of signed lien waivers or proof of payment whichreturn and payment shall operate to terminate this Agreement and release Seller and Buyer fromany and all liability hereunder, except those which are specifically stated herein to survive any termination hereof; (iii) enforce specific performance of Seller's obligations hereunder; or (iv) bynotice to Seller given on or before the Closing Date, extend the Closing Date for a period of upto thirty (30) days (the "Closing Extension Period"), and the "Closing Date" shall be moved to the last day of the Closing Extension Period. If Buyer so extends the Closing Date, then Sellermay, but shall not be obligated to, cause said conditions to be satisfied during the ClosingExtension Period. If Seller does not cause said conditions to be satisfied during the ClosingExtension Period, then Buyer shall have the remedies set forth in Section 9(b) (1) through (iii)above except that the term "Closing" shall read "Extended Closing".

In no event under this Section or otherwise shall Seller be liable to Buyer for anypunitive, speculative or consequential damages.

10. Closing. The Closing shall consist of the execution and delivery of documents by

Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the Purchase Price inaccordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for thebenefit of Buyer at Closing the following executed documents:

(a) An Assignment and Assumption of Ground Lease in the form attachedhereto as Exhibit B;

(b) An Assignment and Assumption of Lease and Security Deposits, in theform attached hereto as Exhibit C;

(d) An Assignment of Contracts, Permits, Licenses and Warranties in the formof Exhibit E;

(e) An original Tenant Estoppel Certificate dated no earlier than 30 days priorto the date of Closing. In addition, the business terms of the Tenant Estoppel Certificate must bein accordance with and not contradict the Lease;

An original Guarantor Estoppel Certificate dated no earlier than 30 daysprior to the date of Closing;

(g) An original Ground Lessor Estoppel Certificate dated no earlier than 30days prior to the date of Closing

(h) A settlement statement setting forth the Purchase Price, all prorations andother adjustments to be made pursuant to the terms hereof, and the funds required for Closing ascontemplated hereunder;

(i) All transfer tax statements, declarations and filings as may be necessary orappropriate for purposes of recordation of the deed;

(j) Good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably requested by Escrow Agent;

(k) Originals of the warranties set forth on Exhibit I;

(1) To the extent not previously delivered to Buyer, the Lease and anyamendments, bearing the original signatures of the landlord and tenant thereunder, or a copythereof bearing an original certification of Tenant confirming that the copy is true, correct andcomplete; the leasing files; and copies of all books and records applicable to the Property whichare identified by Buyer by written notice to Seller and reasonably necessary for the orderlytransition of operation of the Property;

(m) A certificate pursuant to Section 1445 of the Internal Revenue Code of1986, as amended, or the regulations issued pursuant thereto, certifying the non foreign status ofSeller;

(n) An owner's title affidavit as to mechanics' liens and possession and othermatters in customary form reasonably acceptable to Buyer and Escrow Agent;

(0) An original SNDA fully executed and notarized by Tenant, if requested by Buyer;

(p) Letter to Tenant in form of Exhibit H attached hereto;

(q) The five (5) year Management Agreement for the Property executed byLend Lease DASCO and Buyer;

(r) The LLC Agreement executed by Seller and Buyer; and

Such other instruments as are reasonably required by Escrow Agent toclose the escrow and consummate the purchase of the Property in accordance with the termshereof.

At Closing, Buyer shall instruct Escrow Agent to deliver the Earnest Money to Sellerwhich shall be applied to the Purchase Price, shall deliver the balance of the Purchase Price toSeller and shall execute and deliver execution counterparts of the applicable closing documents.Buyer shall have the right to advance the Closing upon five (5) days prior written notice toSeller; provided that all conditions precedent to both Buyer's and Seller's respective obligationsto proceed with Closing under this Agreement have been satisfied (or, if there are conditions to aparty's obligation to proceed with Closing that remain unsatisfied, such conditions have beenwaived by such party). Upon mutual consent of both Buyer and Seller, Closing will beadjourned to a date no later than April 15, 2012. The Closing shall be held through the mail bydelivery of the closing documents to the Escrow Agent on or prior to the Closing or such other place or manner as the parties hereto may mutually agree.

H. Representations by Seller.For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith,Seller makes the following representations and warranties to Buyer as of the date hereof and asof the Closing Date:

(a) Seller is duly organized (or formed), validly existing and in good standingunder the laws of its state of organization, and to the extent required by law, the State in whichthe Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller's obligationshereunder and thereunder. Neither the execution and delivery of this Agreement and anyclosing documents to be executed by Seller, nor the performance of the obligations of Sellerhereunder or thereunder will result in the violation of any law or any provision of theorganizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound;

(b) Seller has not received any written notice of any current or pendinglitigation, condemnation proceeding or tax appeals affecting Seller or the Property and Sellerdoes not have any actual knowledge of any pending litigation or tax appeals against Seller or theProperty except as disclosed in the Permitted Exceptions; Seller has not initiated, nor is Sellerparticipating in, any action for a change or modification in the current subdivision, site plan,zoning or other land use permits for the Property;

(c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease and the Management Agreement;

(d) Except for violations cured or remedied on or before the date hereof,Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not haveactual knowledge of any such violations;

(e) Seller has a ground lease interest in the Property free and clear of all liensand encumbrances except for Permitted Exceptions and Seller is the sole owner of the entirelessor's interest in the Lease. The Property constitutes one or more separate tax parcels forpurposes of ad valorem taxation;

With respect to the Lease: (i) the Lease forwarded to Buyer under Section6(b) is a true, correct and complete copy of the Lease; (ii) the Lease is in full force and effect andthere is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or onaccount of the current term of the Lease or any extension or renewal thereof; (iv) Seller has nooutstanding obligation to provide Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements;

(g) There are no occupancy rights, leases or tenancies affecting the Property other than the Lease and subleases delivered to Buyer. Except as provided in the Ground Leaseneither this Agreement nor the consummation of the transactions contemplated hereby is subjectto any first right of refusal or other purchase right in favor of any other person or entity; andapart from this Agreement, Seller has not entered into any written agreements for the purchase orsale of the Property, or any interest therein which has not been terminated except as provided inthe Ground Lease;

(h) The transactions contemplated hereby either (i) will not constitute a sale ofall or substantially all the assets of Seller, or (ii) if such transaction does constitute a sale of all orsubstantially all the assets of any Seller, Seller shall provide to Buyer at Closing an excise tax lien waiver or such other reasonably obtainable applicable instruments evidencing compliancewith laws or payment of taxes to the extent required by the law of the relevant state;

To Seller's actual knowledge, except as set forth in the environmentalreports previously delivered by Seller to Buyer, no hazardous substances have been generated,stored, released, or disposed of on or about the Property in violation of any law, rule orregulation applicable to the Property which regulates or controls matters relating to theenvironment or public health or safety (collectively, "Environmental Laws") other than minimal waste from cleaning products and medical waste. Seller has not received any written notice from(nor delivered any notice to) any federal, state, county, municipal or other governmentaldepartment, agency or authority concerning any petroleum product or other hazardous substancedischarge or seepage. For purposes of this Subsection, "hazardous substances" shall mean anysubstance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller's knowledge, there are no underground storage tanks located on the Property; and

(i) Exhibit 1 attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the"Warranties)").

For purposes of this Agreement, the "actual knowledge" of Seller shall mean the actualknowledge of Malcolm Sina without any personal liability of Malcolm Sina under the agreement for any reason.

The representations and warranties of Seller shall survive Closing for a period of six (6)months.

12. Representations by Buyer.Buyer represents and warrants to, and covenantswith, Seller as follows:

(a) Buyer is duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set forth herein and fulfill all of itsobligations hereunder and under all closing documents to be executed by Buyer, and has allnecessary power to execute and deliver this Agreement and all closing documents to be executedby Buyer, and to perform all of Buyer's obligations hereunder and thereunder. This Agreementand all closing documents to be executed by Buyer have been duly authorized by all requisitecorporate or other required action on the part of Buyer and are the valid and legally bindingobligation of Buyer, enforceable in accordance with their respective terms. Neither theexecution and delivery of this Agreement and all closing documents to be executed by Buyer,nor the performance of the obligations of Buyer hereunder or thereunder will result in theviolation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by whichBuyer is bound.

The representations and warranties of Buyer shall survive Closing for a period of six (6)months.

13. Conditions Precedent to Buyer's Obligations.Buyer's obligation to pay thePurchase Price, and to accept title to the Property, shall be subject to compliance by Seller withthe following conditions precedent on and as of the date of Closing:

(a) Seller shall deliver to Buyer on or before the Closing the items set forth inSection 10 above;

(b) Buyer shall receive from Escrow Agent or any other title insurer approvedby Buyer in its judgment and discretion, a current ALTA owner's form of title insurance policy,or irrevocable and unconditional binder to issue the same, with extended coverage for theProperty in the amount of the Purchase Price, dated, or updated to, the date of the Closing,insuring, or committing to insure, at its ordinary premium rates Buyer's leasehold interest to theProperty and otherwise in such form and with such endorsements as provided in the titlecommitment approved by Buyer pursuant to Section 6 hereof and subject only to the PermittedExceptions (the "Title Policy");

(e) Buyer shall have received a copy of a valid and permanent final certificateof occupancy (or the equivalent thereof) for the Property which shall not contain anycontingencies or require any additional work to be completed;

(d) Tenant shall be in possession of the premises demised under the Lease,open for business to the public and paying full and unabated rent under the Leases and Tenantshall not have assigned the Lease;

(e) The representations and warranties of Seller contained in this Agreementshall have been true when made and shall be true in all material respects at and as of the date ofClosing Date as if such representations and warranties were made at and as of the Closing Date,and Seller shall have performed and complied in all material respects with all covenants,agreements and conditions required by this Agreement to be performed or complied with bySeller prior to or at the Closing;

(f) Seller shall have delivered to Buyer a written waiver by Tenant of anyright of first refusal, right of first offer or other purchase option that Tenant has pursuant to theLease to purchase the Property from Seller; and

(g) Seller shall have made all contributions, payments and/or reimbursementsand completed any and all work required by any governmental authority in connection with theconstruction and development of the Property, including, without limitation, as required by anyvariance or site plan approval,

(h) Seller shall have executed and delivered to Buyer the ManagementAgreement.

(1) Seller shall have executed and delivered the LLC Agreement provided forin Section1(i).

In the event that the foregoing conditions precedent have not been satisfied as of Closing, Buyershall have the rights and remedies set forth in Section 9(b) of this Agreement.

14. Conditions Precedent to Seller's Obligations.Seller's obligation to deliver title to the Property shall be subject to compliance by Buyer with the following conditions precedent on and as of the date of Closing:

(a) Buyer shall deliver to Seller on the Closing Date the remainder of thePurchase Price, subject to adjustment of such amount pursuant to Section 2 hereof; and

(b) At Closing, Buyer will enter into a five (5) year management agreementwith Lend Lease DASCO ("DASCO") for the management of the Property ("ManagementAgreement"). The Management Agreement shall be negotiated between the Buyer and DASCOduring the Due Diligence Period. Buyer will have the right to terminate the ManagementAgreement upon an agreement of any kind to sell or otherwise transfer all or a portion of Buyer'sControlling Interest or Buyer's decision to sell the Property as a stand-alone transaction or aspart of a portfolio transaction or for cause. DASCO will have a thirty (30) day cure provision toaddress performance deficiencies specified by Buyer prior to any termination by Buyer for causeif such deficiencies can be cured in thirty (30) days, if not, DASCO shall have a reasonableamount of time beyond thirty (30) days to cure so long as such cure is diligently pursued.

(c) The representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date ofClosing as if such representations and warranties were made at and as of the Closing, and Buyershall have performed and complied in all material respects with all covenants, agreements andconditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.

(d) Buyer shall have delivered all documents to Seller or Escrow Agent required hereunder including but not limited to the applicable documents in Section 10 hereof.

(e) Buyer shall have executed and delivered to Seller the ManagementAgreement.

(f) Buyer shall have executed and delivered the LLC Agreement to Seller.

15. Notices.Unless otherwise provided herein, all notices and other communicationswhich may be or are required to be given or made by any party to the other in connectionherewith shall be in writing and shall be deemed to have been properly given and received on thedate: (i) delivered by facsimile transmission or by electronic mail (e.g. email), (ii) delivered in person, (iii) deposited in the United States mail, registered or certified, return receipt requested,or (iv) deposited with a nationally recognized overnight courier, to the addresses set out in Section 1, or at such other addresses as specified by written notice delivered in accordanceherewith. Notwithstanding the foregoing, Seller and Buyer agree that written notice may begiven on behalf of each party by the counsel for each party and written notice by such counsel inaccordance with this Section 15 shall constitute notice under this Agreement.

16. Seller Covenants.Seller agrees that it: {a) shall continue to operate and managethe Property in the same manner in which Seller has previously operated and maintained the Property; (b) shall, subject to Section 7 hereof and subject to reasonable wear and tear, maintainthe Property in the same (or better) condition as exists on the date hereof; and (c) shall not,without Buyer's prior written consent, which, after the expiration of the Due Diligence Period may be withheld in Buyer's sole discretion: (i) amend the Lease in any manner, nor enter intoany new lease, license agreement or other occupancy agreement with respect to the Property; (ii)consent to an assignment of the Lease or a sublease of the premises demised thereunder or a termination or surrender thereof; (iii) terminate the Lease nor release any guarantor of or securityfor the Lease unless required by the express terms of the Lease; and/or (iv) cause, permit orconsent to an alteration of the premises demised thereunder (unless such consent is non-discretionary). Seller shall promptly inform Buyer in writing of any material event adverselyaffecting the ownership, use, occupancy or maintenance of the Property, whether insured or not.

17. Performance on Business Days.A "business day" is a day which is not a Saturday, Sunday or legal holiday recognized by the Federal Government. Furthermore, if anydate upon which or by which action is required under this Agreement is not a business day, then the date for such action shall be extended to the first day that is after such date and is a businessday.

18. Entire Agreement.This Agreement constitutes the sole and entire agreementamong the parties hereto and no modification of this Agreement shall be binding unless inwriting and signed by all parties hereto. No prior agreement or understanding pertaining to the subject matter hereof (including, without limitation, any letter of intent executed prior to thisAgreement) shall be valid or of any force or effect from and after the date hereof.

19. Severability.If any provision of this Agreement, or the application thereof toany person or circumstance, shall be invalid or unenforceable, at any time or to any extent, thenthe remainder of this Agreement, or the application of such provision to persons orcircumstances other than those as to which it is invalid or unenforceable, shall not be affectedthereby. Each provision of this Agreement shall be valid and enforced to the fullest extentpermitted by law

20. No Representations or Warranties Buyer acknowledges that Seller has notinvestigated and does not warrant or represent to buyer that the Property is fit for the purposesintended by Buyer or for any other purpose or purposes whatsoever, and Buyer acknowledges that the Property is to be conveyed to Buyer "as-is" in its existing condition on and as of the Closing Date. Buyer will be solely responsible for any and all actions, permits, approvals and costs required for the development, occupancy and operation of the Property after the Closingand in accordance with applicable governmental authorities. Buyer is buying the Property based solely on its own investigation, inspection, and evaluation and, except as specifically containedherein, neither Seller or any agent or the Seller has made any representation or warranty, expressor implied, concerning the Property or which induced Buyer to execute this Agreement, anyother representations and warranties are hereby expressly disclaimed by Seller. This provisionshall survive Closing.

21. Applicable Law.This Agreement shall be construed under the laws of the State or Commonwealth in which the Property is located, without giving effect to any state's conflict of laws principles.

22. Tax-Deferred Exchange.Buyer and Seller respectively acknowledge that thepurchase and sale of the Property contemplated hereby may be part of a separate exchange (an"Exchange") being made by each party pursuant to Section 1031 of the Internal Revenue Codeof 1986, as amended, and the regulations promulgated with respect thereto. In the event thateither party (the "Exchanging Party") desires to effectuate such an exchange, then the other party(the "Non-Exchanging Party") agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect tosuch Exchange (a)alladditional costs, fees and expenses related thereto shall be the soleresponsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incurno additional liability as a result of such exchange; (c) the contemplated exchange shall not delayany of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled Closing Date shall not be delayed or adversely affected by reason ofthe Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent orcondition subsequent to the Exchanging Party's obligations under the Agreement; and (e) theNon-Exchanging Party shall not be required to hold title to any land other than the Property forpurposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, withoutlimitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperationwith the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (I) have its rights under this Agreement, including, without limitation, any representations, warranties andcovenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), orin any of the closing documents (including but not limited to any warranties of title, which, ifSeller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adverselyaffected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of theCode.

23. Broker's Commissions.Buyer and Seller each hereby represent that, except for the Broker listed herein, there are no other brokers involved or that have a right to proceeds in this transaction. Seller shall be responsible for payment of commissions to the Broker pursuantto a separate written agreement executed by Seller. Seller and Buyer each hereby agree toindemnify and hold the other harmless from all loss, cost, damage or expense (includingreasonable attorneys' fees at both trial and appellate levels) incurred by the other as a result ofany claim arising out of the acts of the indemnifying party (or others on its behalf) for acommission, finder's fee or similar compensation made by any broker, finder or any party whoclaims to have dealt with such party (except that Buyer shall have no obligations hereunder withrespect to any claim by Broker). The representations, warranties and indemnity obligationscontained in this section shall survive the Closing or the earlier termination of this Agreement.

24. Assignment. Buyermay assign its rights under this Agreement with the writtenconsent of Seller, which consent will not be withheld if to a single purpose entity established byBuyer, wholly owned by Buyer or its affiliates and established for the sole purpose of purchasingthe Property, provided, however, that no such assignment shall relieve Buyer of any of itsobligations hereunder until Closing is complete. Buyer is entering into this Agreement for andon behalf of a related special purpose entity titled ARHC MNPERIL001, LLC ("ApprovedAssignee") and intends to assign Approved Assignee its rights hereunder prior to Closing

25. Attorneys' Fees.In any action between Buyer and Seller as a result of failure toperform or a default under this Agreement, the prevailing party shall be entitled to recover fromthe other party, and the other party shall pay to the prevailing party, the prevailing party'sreasonable attorneys' fees and disbursements and court costs incurred in such action.

26. Counterparts.This Agreement may be executed in one or more counterparts, allof which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the otherparty. Signatures on this Agreement which are transmitted by electronically shall be valid for allpurposes; however any party shall deliver an original signature on this Agreement to the otherparty upon request.

27. Anti-Terrorism.Neither Buyer or Seller, nor any of their affiliates, are inviolation of any Anti-Terrorism Law (as hereinafter defined) or engages in or conspires toengage in any transaction that evades or avoids, or has the purpose of evading or avoiding, orattempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. "Anti-TerrorismLaws" shall mean any laws relating to terrorism or money laundering, including: ExecutiveOrder No. 13224; the Uniting and Strengthening America by Providing Appropriate ToolsRequired to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same hasbeen, or may hereafter be, renewed, extended, amended or replaced; the applicable lawscomprising or implementing the Bank Secrecy Act; and the applicable laws administered by theUnited States Treasury Department's Office of Foreign Asset Control (as any of the foregoingmay from time to time be amended, renewed, extended, or replaced).

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

BUYER:			SELLER:

AMERICAN REALTY CAPITAL V, LLC			PEORIA MOB OWNERS, LLC
By:	/s/ William M. Kahane	By:	/s/ Malcolm S. Sina
Name:	William M. Kahane	Name:	Malcolm S. Sina
Title:	President	Title:	Authorized Representative
Date:	8/10/11	Date:	8/11/11

THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BYTHE TERMS OF THIS AGREEMENT RELATING TO ESCROW AGENT AND THE DEPOSIT.

ESCROW AGENT:

CHICAGO TITLE INSURANCE COMPANY


By:

Name:

Title:

Date:

EXHIBITS

Exhibit A		Legal Description of Demised Premises

Exhibit B		Form of Assignment and Assumption of Ground Lease

Exhibit C		Form of Assignment and Assumption of Lease

Exhibit D		Form of Bill of Sale

Exhibit E		Form of Assignment of Contracts, Permits, Licenses and Warranties

Exhibit F		Form of Tenant Estoppel

Exhibit Fl		Form of Ground Lessor Estoppel Certificate

Exhibit 0		Form of Guarantor Estoppel

Exhibit H		Form of Tenant Notice

ExhibitI		Warranties

Exhibit J		Due Diligence Items

LEGAL DESCRIPTION OF PROPERTY

A-1

EXHIBIT A

LOT 2 IN SUD PLAZA SUBDIVISION, SECTION 2, BEING A SUBDIVISION OFPART OF THE SOUTHEAST QUARTER OF SECTION 31, TOWNSHIP 10 NORTH,RANGE 8 EAST OF THE FOURTH PRINCIPAL MERIDIAN, PEORIA COUNTY,ILLINOIS, AS SHOWN ON THE PLAT OF SUD PLAZA SUBDIVISION SECTION 2,RECORDED JUNE 13, 2007, AS DOCUMENT NUMBER 07-19035 IN PLAT BOOK11 AT PAGES 33 AND 34.

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE

______________________("Assignor"), in consideration of the sum of Tenand No/100 Dollars ($10.00) in hand paid and other good and valuable consideration, the receiptof which is hereby acknowledged, hereby assigns, transfers, sets over and conveys to ______________________ ("Assignee"), all of Assignor's right, title and interest inand to that certain Ground Lease dated______________________, between ____________, as Lessor, and Assignor, as Lessee, (as amended from time to time, the "Ground Lease").

Assignor does hereby agree to defend, indemnify and hold harmless Assignee from anyliability, damages (excluding speculative damages, consequential damages and lost profits),causes of action, expenses and reasonable attorneys' fees incurred by Assignee by reason of thefailure of Assignor to have fulfilled, performed and discharged all of the various commitments,obligations and liabilities of the Lessee under and by virtue of the Ground Lease prior to the dateof this Assignment. Assignee does hereby agree to defend, indemnify and hold harmlessAssignor from any liability, damages (excluding speculative damages, consequential damagesand lost profits), causes of action, expenses and reasonable attorneys' fees incurred by Assignorby reason of the failure of Assignee to have fulfilled, performed and discharged all of the variouscommitments, obligations and liabilities of the Lessee under and by virtue of the Ground Leaseon and after the date of this Assignment.

By executing this assignment, Assignee hereby accepts the assignment of and assumesthe Lessee's obligations set forth in the Ground Lease from and after the date hereof.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this day of , 2011, which Assignment is effective this date. ThisAssignment may be executed in counterparts, which when taken together shall be deemed oneagreement.

ASSIGNOR:			ASSIGNEE:

By:			By
Name:			Name:
Title:			Title:

B-1

EXHIBIT C

FORM OF

ASSIGNMENT AND ASSUMPTION OF LEASE , GUARANTY AND SECURITY

DEPOSIT

________________________("Assignor"), in consideration of the sum of Tenand No/100 Dollars ($10.00) in hand paid and other good and valuable consideration, the receiptof which is hereby acknowledged, hereby assigns, transfers, sets over and conveys to ("Assignee"), all of Assignor's right, title and interest inand to that certain Lease dated________________________, between Assignor and________________________(as amended from time to time, the "Lease"), including anyand all security deposits under the Lease together with all of Assignor's right, title and interest inand to that certain Guaranty of Lease dated ________________________, between Assignor and ________________________ (as amended from time to time, the "Guaranty").

Subject to the limitations set forth below, Assignor does hereby agree to defend,indemnify and hold harmless Assignee from any liability, damages (excluding speculativedamages, consequential damages and lost profits), causes of action, expenses and reasonableattorneys' fees incurred by Assignee by reason of the failure of Assignor to have fulfilled,performed and discharged all of the various commitments, obligations and liabilities of thelessor, or landlord under and by virtue of the Lease prior to the date of this Assignment. Subject to the limitations set forth below, Assignee does hereby agree to defend, indemnify and holdharmless Assignor from any liability, damages (excluding speculative damages, consequentialdamages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred byAssignor by reason of the failure of Assignee to have fulfilled, performed and discharged all of the various commitments, obligations and liabilities of the Landlord under and by virtue of theLease on and after the date of this Assignment.


ASSIGNOR:

By:
	Name:
	Title:

ASSIGNEE:

C-1

By:
	Name:
	Title:

C-2

EXHIBIT D

FORM OF BILL OF SALE

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ____________________________, a ____________________________, having an address at ____________________________ ("Seller"), hereby bargains, sells, conveys and transfers to ____________________________ ("Buyer"), a ____________________________, all ofSeller's right, title and interest in and to those certain items of personal and intangible property (including any warranty made by third parties in connection with the same and the right to sue onany claim for relief under such warranties) (the "Personal Property") located at or held inconnection with that certain real property located in the State of ____________________________ as more particularly described on Schedule A attached hereto and made a part hereof.

Seller has not made and does not make any express or implied warranty or representationof any kind whatsoever with respect to the Personal Property, including, without limitation, withrespect to title, merchantability of the Personal Property or its fitness for any particular purpose,the design or condition of the Personal Property; the quality or capacity of the Personal Property;workmanship or compliance of the Personal Property with the requirements of any law, rule,specification or contract pertaining thereto; patent infringement or latent defects. Buyer acceptsthe Personal Property on an "as is, where is" basis.

IN WITNESS WHEREOF, Seller has caused this instrument to be executed anddelivered as of thisday of _______, 2011.

SELLER:

By:

Name:

Title:

D-1

SCHEDULE A

TO BILL OF SALE

(Add legal description of Real Property]

D-2

FORM OF ASSIGNMENT OF CONTRACTS,

PERMITS, LICENSES AND WARRANTIES

THIS ASSIGNMENT, made as of theday of _______, 2011, by ________________ a ________________ ("Assignor"), to ________________ a ________________________________("Assignee").

WITNESSETH:

WHEREAS, by Agreement of Purchase and Sale (the "Purchase Agreement") dated as of ________ , 2006, between Assignor and Assignee, Assignee has agreed to purchase from Assignor as of the date hereof, and Assignor has agreed to sell to Assignee, that certain property

located at ______________________ (the "Property"); and

WHEREAS, Assignor desires to assign to Assignee as of the date hereof all of Assignor'sright, title and interest in contracts, permits, trademarks, licenses and warranties held byAssignor in connection with the Property, including without limitation any and all guaranties of leases relating to the Property (collectively, the "Contracts").

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Assignor hereby assigns, sets over and transfers unto Assignee to have and to hold from and after the date hereof all of the right, title and interest of Assignor in, to and under theContracts. Assignor agrees without additional consideration to execute and deliver to Assigneeany and all additional forms of assignment and other instruments and documents that may bereasonably necessary or desirable to transfer or evidence the transfer to Assignee of any ofAssignor's right, title and interest to any of the Contracts.

This Assignment shall be governed by the laws of the State of applicable to agreements made and to be performed entirely within said State.

IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the datefirst above written.

ASSIGNOR:

a

By:
Name:
Title:

E-1

EXHIBIT F

FORM OF TENANT ESTOPPEL

The undersigned hereby certifies to American Realty Capital V, LLC ("Buyer"), __________________ ("Lender") and their respective successors and assigns as follows:

1. The undersigned is the tenant under that certain [Lease Agreement] dated as of ____, [as amended by [insert any modifications to Lease] ([collectively,] the"Lease") by and between ___________________("Landlord") and ___________________ ("Tenant"), pursuant to which Tenant leases that real propertylocated at ______________________________________(the "Premises").

2. Except as set forth above, the Lease has not been modified, changed, altered,supplemented or amended in any respect, nor have any provisions thereof been waived.

3. The Lease is valid and in full force and effect on the date hereof. The Lease represents the entire agreement between Landlord and Tenant with respect to the Premises and the land on which the Premises are situated.

4. Tenant is not entitled to, and has made no agreement with Landlord or its agentsor employees concerning, free rent, partial rent, rebate of rent payments, credit or offset orreduction in rent, or any other type of rental concession including, without limitation, leasesupport payments, lease buy-outs, or assumption of any leasing or occupancy agreements of Tenant.

5. The initial term of the Lease began on ____________ and expires on ____________ , 20 . The Rent Commencement Date was ____________ . Tenant hasaccepted possession of the Premises and is open for business. Tenant has not sublet all or aportion of the Premises to any sublessee and has not assigned, transferred or encumbered any of its rights or interests under the Lease.

6. Tenant has no outstanding options or rights to renew or extend the term of theLease, except ____________ . Tenant has no outstanding expansion options, otheroptions, rights of first refusal or rights of first offer to purchase the Premises or any part thereofand/or the land on which the Premises are situated, or rights of first offer to lease with respect to all or any part of the Premises under the Lease, except ____________

7. The [Base Annual Rent] payable under the Lease is $ ____________monthly). Such [Base Annual Rent] payable under the Lease shall be adjusted during the initialterm of the Lease as follows: ____________per year. No such rent (excluding securitydeposits) has been paid more than one (1) month in advance of its due date.

8. Tenant's security deposit, if any, is $ ____________ (if none, please state "none").

9. No event has occurred and no condition exists that constitutes, or that with the giving of notice or the lapse of time or both, would constitute, a default by Tenant or, to the bestknowledge of Tenant, Landlord under the Lease. Tenant has no existing defenses or offsetsagainst the enforcement of the Lease by Landlord.

F-1

10. (a) All required contributions by Landlord to Tenant on account of Tenant'simprovements have been received by Tenant and all of Tenant's tenant improvements have beencompleted in accordance with the terms of the Lease.

(b) Landlord has satisfied all its obligations to Tenant arising out of or incurred inconnection with the construction of the tenant improvements on the Premises and no off-setexists with respect to any rents or other sums payable or to become payable by the Tenant under the Lease.

11. The undersigned is duly authorized to execute this Certificate on behalf of Tenant.

Dated: ____________, 2011

TENANT:
,a
By:
	Name:
	Title:

F-2

EXHIBIT Fl

GROUND LESSOR ESTOPPEL CERTIFICATE

__________________ 2011

___________________________("Purchaser")

106 York Road

Jenkintown, PA 19046

Re:

______________________as more particularly described on

Exhibit A (the"Property")

Ladies and Gentlemen:

The undersigned, _______________ (together with its successors and assigns,"Lessor"),as Lessor under that certain ground lease dated _______________ between Lessor and _______________ (together with its successors and assigns,"Ground Tenant')(as amended,supplemented and/or modified from time to time, the"Lease")which covers a portion of theProperty therein described (the"Premises"),hereby certifies to Purchaser and any lender,mortgagee or beneficiary under a deed of trust, and their successors and assigns as follows, as ofthe date hereof:

1. Lessor is the fee owner of the Property. No third party has an option orpreferential right to purchase all or any part of Lessor's interest in the Premises. Lessor has notencumbered or mortgaged its fee interest in the Premises, except to _______________Ground Tenant is the tenant under the Lease and to Lessor's actual knowledge is the owner ofthe leasehold estate in the Premises.

2. The Lease is in full force and effect. There are no other agreements other than the Lease, whether oral or written, between Ground Tenant and Lessor concerning the Premises orthe Property.

3. There have been no amendments, assignments or modifications of the Leaseexcept as set forth onExhibit B.

4. The current rent payable under the Lease is $ ___________per annum, payablein ______ installments, and has been paid in full through _______________ . The monthlycommon area or other charges are $ _______________. No rent or other charge due from Ground Tenant to Lessor is overdue.

5. The term of the Lease commenced on _______ and expires on _______________ , subject to the right to extend the term of the Lease for ____ additional periods of years each the"Term").Lessor does not have a right of first refusal or rightof first offer with respect to the Premises or the option to purchase the Premises at any timeduring the term of the Lease.

6. Lessor has not delivered or received any notices of default under the Lease; thereis no default by Ground Tenant or Lessor under the Lease, nor has any event or omissionoccurred which, with the giving of notice or the lapse of time, or both, would constitute a defaultthereunder. Lessor has no actual knowledge of any claims by others against Ground Tenantrelating to the Premises or the use thereof.

F-3

7, Any improvements required by the terms of the Lease to be made by Ground Tenant have been completed to the satisfaction of Lessor and any improvements required by theterms of the Lease to be made by Lessor have been completed to the satisfaction of GroundTenant. Ground Tenant's current use and operation of the Premises complies with any usecovenants or operating requirements contained in the Lease and all applicable laws. Lessor hasnot received written notice of any pending eminent domain proceedings or other governmental actions or any judicial actions of any kind against Lessor's interest in the Premises.

8. Lessor's consent is not required for Ground Tenant to grant a mortgage or deed oftrust on Ground Tenant's interest in the Lease (a"Leasehold Mortgage"and the holder of aLeasehold Mortgage, its successors and assigns, the"Leasehold Mortgagee").In the event ofany inconsistency between the terms of the Lease and this paragraph 8, the terms of thisparagraph 8 shall govern. Lessor acknowledges that the Leasehold Mortgagee upon closing of the Leasehold Mortgage shall be a beneficiary of the rights granted to any leasehold mortgageein the Lease and shall have the right to contractually enforce such rights against Lessor and its successors and assigns in accordance with the terms of the Lease.

IN WITNESS WHEREOF, the parties hereto have caused this Estoppel to be executed as of theday and year first above written.

LESSOR:

By:
Name:
Title:

F-4

EXHIBIT G

GUARANTOR ESTOPPEL CERTIFICATE

The undersigned hereby certifies to American Realty Capital V, LLC("Buyer"), _______________ ("Lender")and their respective successors and assigns as follows:

1. The undersigned("Guarantor")is the guarantor of that certain [LeaseAgreement] dated as of _______________, as amended by [insert amendments] ([collectively,] the "Lease") by and between _______________________("Landlord")and _______________________("Tenant"),pursuant to which Tenant leases from Landlord the land and building located at _______________________ , as more particularly described in the Lease (the"Premises").Such guaranty is made pursuant to that certain Guarantee dated as of _______________ (the"Guaranty")from Guarantor to Landlord and attached hereto.

2. The Guaranty has not been modified, changed, altered, supplemented or amendedin any respect, nor have any provisions thereof been waived.

3. The Guaranty is valid and in full force and effect on the date hereof.

4. No voluntary actions or, to Guarantor's knowledge, involuntary actions are pending against Guarantor under the bankruptcy laws of the United States or any state thereof.

5. This Certificate is delivered to induce Buyer to acquire the Premises and Lenderto provide financing in connection with such acquisition, with the understanding that Buyer andLender shall rely upon the truth of the matters set forth in this Certificate.

The undersigned is duly authorized to execute this Certificate on behalf of Guarantor.

Dated: ____________, 2011

____________

	GUARANTOR:
	_____________,a ________________________
	By:
		Name:
		Title:

G-1

EXHIBIT H

FORM OF NOTICE TO TENANT

TO: [Tenant]

Re: Notice of Change of Ownership of _____

Ladies and Gentlemen: ___________________

YOU ARE HEREBY NOTIFIED AS FOLLOWS:

That as of the date hereof, the undersigned has transferred, sold, assigned, and conveyedall of its right, title and interest in and to the above-described property, (the "Property") to[INSERT NAME OF BUYER] (the "New Owner") and assigned to New Owner, all of the undersigned's right, title and interest under that certain Lease, dated ________ , between _______ as tenant and _____________as landlord (the "Lease"), together with any securitydeposits or letters of credit held thereunder.

Accordingly, New Owner is the landlord under the Lease and future notices andcorrespondence with respect to your leased premises at the Property should be made to the NewOwner at the following address:

You will receive a separate notification from New Owner regarding the new address forthe payment of rent. In addition, to the extent required by the Lease, please amend all insurancepolicies you are required to maintain pursuant to the Lease to name New Owner as an additionalinsured thereunder and promptly provide New Owner with evidence thereof.

Very truly yours,
[PRIOR LANDLORD)

By:
Name:
Title:

EXHIBIT I

EXHIBIT J

DUE DILIGENCE ITEMS

Updated set of tenant financials to be provided through the Closing Date to extent reasonablyavailable to Seller and consistent with Tenant reporting requirements.

A copy of any consent order imposed on the facility.

A copy of all regulatory correspondence relating to any physical plant or life safetycode deficiencies.

A copy of any documents relating to a waiver of life safety code or physical plantrequirements.

Fidelity National Title

6011 Columbus Plke, Lewis Center, OH 43035

SCHEDULE A

Title Officer:		Title No.: 2011080013
Escrow Officer:		Agent Order/File No.:
Escrow No.:	2011080013
Loan No.:

1. Effective date:at 08:00 AM

2.	Polley or Policies to be Issued:	Polley Amount
		$ 437,880.00

(a) Owner's Policy ( ALTA Own, Policy (06/17/06) )

Proposed insured:

Thomas K, Pierce Trust

(b) Loan Policy ( ALTA Loan Policy (06/17/06) )

Proposed Insured:

The estate or interest in the land described or referred to In this Commitment Is:Fee Simple

Title to the Fee Simple estate or interest in the land Is at the Effective Date vested in:Ford L. LeBoutilller, Trustee of the Ford LeBoutilller Trust U/A/D 9/24/2009

The land referredtoIn this Commitment is described as follows:SEE EXHIBIT "Ah ATTACHED HERETO AND MADE A PART HEREOF

The use of this Form is restricted to ALTA licenseesandALTA members In good standing as of the date of use. All other 1.1696 are prohibited.Reprinted under license from the American Land Title Association,

AM ERCCA N

LAND Tint]

Msc)ClATIoN

ATA Commitment - 2006

Title No.: 2011080013

Agent Order/File No.:

SCHEDULE B SECTION

REQUIREMENTS

Pay 2011 Summer taxes as to parcel 45-009-750-808-00 In the amount of $2,808.74.

Pay 2011 Summer taxes as to parcel 45-009-750-810-00 in the amount of $903.75.

Record Discharge of Mortgage to Fifth Third Bank recorded in Llber 950, Page 813 securing a note in theoriginal principal sum of $200,000, and other obligations described therein. This mortgage secures anequity line of credit and/or revolving loan. The Company requires a satisfactory written statement from theexisting lender confirming: (a) the payoff amount, (b) that the fine of credit has been closed, and nofurther draws/advances will be permitted and/or the right to future advances has been terminated, and (c)agreeing to deliver a full satIsfactIon/release upon payment of the outstanding balance.

Record a Certificate of Trust Existence and Authority identifying the trustee(s) of the Ford LeBoutillier TrustU/A/D 9/24/2009 in accordance with MSA 26.745 (1-6)

Record Warranty Deed executed by Ford L. LeBoutillier, Trustee of the Ford LeBoutillier Trust U/A/D9/24/2009 to Thomas K. Pierce Trust.

END OF SCHEDULE B SECTION I

The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

Miran

AMERICAN

LAND InTLE

AssocinNON

ALTA Commitment - 2006

Title No.: 2011080013

Agent Order/File No.:

SCHEDULE B - SECTION II

EXCEPTIONS

Schedule B of the policy or policies to be Issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the company:

• 1.

Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment.

Rights or claims of parties in possession not shown by the public records.

Easements or claims of easements not shown by the Public Records and existing water, mineral, oil andexploration rights.

Any encroachment, encumbrance, violation, variation or adverse circumstance affecting the Title thatwould he disclosed by an accurate and complete survey of the Land.

Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by lawand not shown by Public Records

Restrictions upon the use of the premises not appearing in the chain of title to the land.

The dower, courtesy, homestead, community property, or other statutory marital rights, if any, of thespouse of any individual insured,

Any and all oil, gas, mineral, mining rights and/or reservations thereof.

Those taxes and special assessments which become due and payable subsequent to date of policy, orwhich are not shown as existing liens by the records of any taxing authority that levies taxes orassessments on real property or by the public records.

10.

The policy does not Insure against unpaid water, sewer, electric or gas charges, if any, that have not beenlevied as taxes against these lands. ( Meter readings should be obtained and adjusted between appropriateparties.)

1:1,. The policy omits any covenants or restrictions, If any, based upon race, color, religion, sex, sexual orientation, handicap, familial status, marital status, disability, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant, orrestriction is permitted by applicable law.

12.

No Liability Is assumed by the company for tax increases occasioned by retroactive revaluation or changes in land usage or loss of any homestead exemption status for the insured premises.

13.

Rights of the public and any governmental unit in any part thereof taken, used, or deeded for street, road, or highway purposes.

The use of this Form Is restricted to ALTA licensees and ALTA members

In good standing as of the date of use. NI other uses are prohibited.

Reprinted under license from the American Land Title Association.

ALTA Commitment - 2006

Title No.: 2011080013

Agent Order/File No.:

SCHEDULE B - SECTION II

EXCEPTIONS

(Continued)

14.

Mortgage executed by Ford L. Ford, NKA Ford LeBoutillier, a single person, to Fifth Third Bank, dated July25, 2007, recorded August 20, 2007 In Liber 950, Page 813, securing a note in the original principal sum of$200,000, and other obligations described therein. This mortgage secures an equity line of credit and/or revolving loan.

15.

2010 and prior taxes are paid. 2011 Summer tax amount: $2,808.74 DUE. 2010 Winter tax amount:$427.21. Taxable Value for 2011: $110,631, SEV for 2011: $156,400. School District 45020. 0%Homestead. Permanent Parcel No. 45-009-750-808-00

16.

2010 and prior taxes are paid. 2011 Summer tax amount: $903.75 DUE. 2010 Winter tax amount:$129.41. Taxable Value for 2011: $35,598. SEV for 2011: $67,500. School District 45020, 0%Homestead, Permanent Parcel No. 45-009-750-810-00

17.

Oil, Gas and Mineral Rights, and all rights Incident thereto, are not examined.

END OF SCHEDULE B SECTION II

The use of this Form is restricted to ALTA licensees and ALTA

members in good standing as of the date of use. All other uses are

prohibited. Reprinted under license from the American Land Title

Association.

BMW =

AMERICAN

LANL?

AssoefffrioN

ALTA Commitment - 2006

Title No.: 2011080013

Agent Order/File No.:

LEGAL DESCRIPTION

EXHIBIT "A"

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LEEt.ANAU, STATE OFMICHIGAN, AND IS DESCRIBED AS FOLLOWS:

Lot 10 and the East 1/2 of Lot 8, Block 8, Village of Leland, according to the plat thereof as recorded In Llber 1 ofMiscellaneous Records, Pages 422 and 423.

SITUATED IN THE TOWNSHIP OF LELAND, COUNTY OF LEELANAU, STATE OF MICHIGAN

ALTA Commitment – 2006

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. junior Avg

American Realty Capital Healthcare Trust Inactive 10-K2011 FY Annual report

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