LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • December 7th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement (together with the schedules attached hereto, this “Partnership Agreement”) of MM Peachtree Holdings, LP, a Delaware limited partnership (the “Partnership”), is entered into effective as of December 1, 2011 (“Effective Date”) by and among (i) Carter/Validus Operating Partnership, LP, a Delaware limited partnership (“CVOP”); (ii) Series Peachtree of GFI Migdal 1 LP, a Delaware limited partnership (“Migdal”); (iii) MM Participating Policies Residential LP, a Delaware limited partnership, MM Pensions Residential LP, a Delaware limited partnership, and MM Nostro Residential LP, a Delaware limited partnership (collectively, the “Menora Investors”); and (iv) Ramot Ofek Ltd. (“Ramot”). Capitalized terms used and not otherwise defined herein have the respective meanings set forth on Schedule A hereto.
LOAN AGREEMENTLoan Agreement • December 7th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Delaware
THIS LOAN AGREEMENT (this “Agreement”) is made as of December 6, 2011, between MM PEACHTREE HOLDINGS, LP, a Delaware limited partnership (“Borrower”) and CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Lender”).
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • December 7th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Delaware
This Limited Liability Company Agreement (together with the exhibits and schedules attached hereto, this “LLC Agreement”) of 180 Peachtree Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of December 1, 2011 (the “Effective Date”) by and between (i) Carter/Validus Operating Partnership, LP, a Delaware limited partnership (“CVOP”); and (ii) MM Peachtree Holdings, LP, a Delaware limited partnership (“MM Holdings”). Capitalized terms used and not otherwise defined herein have the respective meanings set forth on Schedule A hereto.
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 7th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Delaware
THIS INTERCREDITOR AGREEMENT (this “Intercreditor Agreement”) is dated as of December 7, 2011, and is among the parties listed on the signature page of this Agreement as Creditors (each a “Creditor” and together the “Creditors”).
PROMISSORY NOTEPromissory Note • December 7th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Delaware
THIS PROMISSORY NOTE (this “Note”), is made as of December 6, 2011 by the undersigned as borrower (“Borrower), in favor of Carter/Validus Operating Partnership, LP, a Delaware limited partnership, and its successors or assigns, as lender (“Lender”).
