JOINDER AGREEMENT
Exhibit 10.10
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of October 4, 2019, by EACH OF THE ENTITIES IDENTIFIED AS “JOINING PARTIES” ON THE SIGNATURE PAGES OF THIS JOINDER AGREEMENT (each, individually, a “Joining Party” and collectively, the “Joining Parties”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain Term Loan Agreement dated as of August 7, 2019, as from time to time in effect (the “Loan Agreement”), by and among Xxxxxx Validus Mission Critical REIT II, Inc. (the “Borrower”), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Loan Agreement.
RECITALS
A. Each Joining Party is required, pursuant to §5.5 of the Loan Agreement, to become an additional Subsidiary Guarantor under the Guaranty and the Contribution Agreement.
B. Each Joining Party expects to realize direct and indirect benefits as a result of the availability to the Borrower of the credit facilities under the Loan Agreement.
NOW, THEREFORE, the Joining Parties agree as follows:
AGREEMENT
1.Joinder. By this Joinder Agreement, each Joining Party hereby becomes a “Subsidiary Guarantor” and a “Guarantor” under the Loan Agreement, the Guaranty and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter incurred under the Loan Agreement and the other Loan Documents, and a “Subsidiary Guarantor” under the Contribution Agreement. Each Joining Party agrees that such Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Loan Agreement, the Guaranty, the other Loan Documents and the Contribution Agreement.
2. Representations and Warranties of Joining Parties. Each Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by such Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Loan Agreement), the representations and warranties contained in the Loan Agreement and the other Loan Documents applicable to a “Guarantor” or “Subsidiary Guarantor” are true and correct in all material respects as applied to each such Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors apply to the Joining Parties and no Default or Event of
Default shall exist or might exist upon the Effective Date in the event that any of the Joining Parties becomes a Subsidiary Guarantor.
3. Joint and Several. Each Joining Party hereby agrees that, as of the Effective Date, the Guaranty and the Contribution Agreement heretofore delivered to the Agent and the Lenders shall be a joint and several obligation of such Joining Party to the same extent as if executed and delivered by such Joining Party, and upon request by Agent, will promptly become a party to the Guaranty and the Contribution Agreement to confirm such obligation.
4. Further Assurances. Each Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.
5. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Counterparts. This Joinder Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.
7. The effective date (the “Effective Date”) of this Joinder Agreement is October 4, 2019.
IN WITNESS WHEREOF, the Joining Parties have executed this Joinder Agreement under seal as of the day and year first above written.
“JOINING PARTIES”
XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
XXXXXX VALIDUS MISSION CRITICAL REIT II, LLC, a Maryland limited liability company
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
Signature Page to Joinder Agreement (KeyBank/CV REIT II - Term Loan Agreement)
XX-0000 X XXXXXXX XXXXXX XX, LLC
XX-0000 XXXXX XXXXXX, LLC
XX-0000 X. XXXXXXXX XXXXX, LLC
HC-2257 XXXXXX DRIVE, LLC
HC-239 S. MOUNTAIN BOULEVARD MANAGEMENT, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
HC-17322 RED OAK DRIVE, LLC
XX-00000 XXXXX XXXXXXX 000, LLC
XX-0000 XXXXX XXXXXX, LLC
XX-0000 X. XXXXXXXX XXXXX, LLC
HC-2257 XXXXXX DRIVE, LLC
HC-239 S. MOUNTAIN BOULEVARD MANAGEMENT, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
HC-17322 RED OAK DRIVE, LLC
XX-00000 XXXXX XXXXXXX 000, LLC
HC-5330L N. LOOP 1604 WEST, LLC
HC-760 OFFICE PARKWAY, LLC
XX-0000 XXXXXXXX XXXXXX, LLC
XX-00000 XXXXX XXXXXX XXXXX, XXX
XX-0000 MEDICAL DRIVE, LLC
XX-0000 XXXXXXX XXXXX, LLC
XX-00000 XXXXX XXXXXXX XXXX, LLC
XX-0000 XXXXXXX XXXXX, LLC
XX-00000 XXXXX XXXXXXX XXXX, LLC
HCP-SELECT MEDICAL, LLC, and
HC-1101 XXXXXXX XXXXXX ROAD, LLC
HC-1101 XXXXXXX XXXXXX ROAD, LLC
each a Delaware limited liability company
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, their sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
Signature Page to Joinder Agreement (KeyBank/CV REIT II - Term Loan Agreement)
HC-116 XXXXX XXXXXXX HIGHWAY, LLC
HCP-DERMATOLOGY ASSOCIATES, LLC
XX-000 XXXX 00XX XXXXXX, LLC
HCP-RTS, LLC,
HCP-XXX WARM SPRINGS, LLC,
XX-000 XXXXXXX XXXXXX, XXX,
XX-0000 X. XXXXXX AVENUE, LLC, and
HC-4810 N. LOOP 289, LLC,
HCP-DERMATOLOGY ASSOCIATES, LLC
XX-000 XXXX 00XX XXXXXX, LLC
HCP-RTS, LLC,
HCP-XXX WARM SPRINGS, LLC,
XX-000 XXXXXXX XXXXXX, XXX,
XX-0000 X. XXXXXX AVENUE, LLC, and
HC-4810 N. LOOP 289, LLC,
each a Delaware limited liability company
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, their sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
HC-239 S. MOUNTAIN BOULEVARD, LP, a Delaware limited partnership
By: | HC-239 S. Mountain Boulevard Management, LLC, a Delaware limited liability company, its sole general partner |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
Signature Page to Joinder Agreement (KeyBank/CV REIT II - Term Loan Agreement)
GREEN MEDICAL INVESTORS, LLLP, a Florida limited liability limited partnership
By: | XX-0000 Xxxx Xxxx Xxxxxxxxx, XXX, a Delaware limited liability company, its general partner |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
GREEN WELLNESS INVESTORS, LLLP, a Florida limited liability limited partnership
By: | XX-0000 Xxxx Xxxx Xxxxxxxxx, XXX, a Delaware limited liability company, its general partner |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
Signature Page to Joinder Agreement (KeyBank/CV REIT II - Term Loan Agreement)
XX-00-000 XXXXX XXXX, XXX
XX-00000 XXX XXXX DRIVE, LLC
HC-5829 29 PALMS HIGHWAY, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-000 XXXXXXXX XXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXX XXXX XXXXX, XX, LLC
XX-0000 XXXXXXXXXX XX. E., LLC
XX-0000 XXX XXXXXXXXX, LLC
XX-0000 XX XXXXXXX 00 XXXX, LLC
HC-#2 PHYSICIANS PARK DR., LLC
XX-00 XXXXX XXXXX XXXX, LLC
XX-0000 X. XXXX XXXXXX ROAD, LLC
HC-187 SKYLAR DRIVE, LLC
XX-000 XXXXXXXX XXXXX XXXXX, UNITS A&B, LLC
HC-6310 HEALTH PKWY., UNITS 100 & 200, LLC,
each a Delaware limited liability company
XX-00000 XXX XXXX DRIVE, LLC
HC-5829 29 PALMS HIGHWAY, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-000 XXXXXXXX XXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXX XXXX XXXXX, XX, LLC
XX-0000 XXXXXXXXXX XX. E., LLC
XX-0000 XXX XXXXXXXXX, LLC
XX-0000 XX XXXXXXX 00 XXXX, LLC
HC-#2 PHYSICIANS PARK DR., LLC
XX-00 XXXXX XXXXX XXXX, LLC
XX-0000 X. XXXX XXXXXX ROAD, LLC
HC-187 SKYLAR DRIVE, LLC
XX-000 XXXXXXXX XXXXX XXXXX, UNITS A&B, LLC
HC-6310 HEALTH PKWY., UNITS 100 & 200, LLC,
each a Delaware limited liability company
By: | HCP-RTS, LLC, a Delaware limited liability company, their sole member |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
Signature Page to Joinder Agreement (KeyBank/CV REIT II - Term Loan Agreement)
XX-00000 XXXXXXXXX XXXX., XXX
XX-00000 VETERANS AVENUE, LLC
HC-101 XXXXX XXXXXXX DRIVE, LLC
HC-102 MEDICAL DRIVE, LLC, and
HC-1445 HANZ DRIVE, LLC,
each a Delaware limited liability company
XX-00000 VETERANS AVENUE, LLC
HC-101 XXXXX XXXXXXX DRIVE, LLC
HC-102 MEDICAL DRIVE, LLC, and
HC-1445 HANZ DRIVE, LLC,
each a Delaware limited liability company
By: | HCP-XXX WARM SPRINGS, LLC, a Delaware limited liability company, their sole member |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
DCII-11650 GREAT OAKS WAY, LLC
HCII-A 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-B 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-A 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-B 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-3098 OAK GROVE ROAD, LLC, AND
XXXX-0000 XXXXX XX XXXXXX XXXXXXXXX, LLC
each a Delaware limited liability company
XXXX-0000 XXXXX XX XXXXXX XXXXXXXXX, LLC
each a Delaware limited liability company
By: | Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, their sole member |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
Signature Page to Joinder Agreement (KeyBank/CV REIT II - Term Loan Agreement)
ACKNOWLEDGED:
KEYBANK NATIONAL ASSOCIATION, as Agent
By: /s/ Xxxxxxx Xxxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxxx
Title: Vice President
Title: Vice President
Signature Page to Joinder Agreement (KeyBank/CV REIT II - Term Loan Agreement)
