UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEUnconditional Guaranty of Payment and Performance • April 4th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York
FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (“REIT”), and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as “Subsidiary Guarantors”; REIT and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement, and shall also i
REVOLVING CREDIT NOTERevolving Credit Note • April 4th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION (“Payee”), or order, in accordance with the terms of that certain Credit Agreement, dated as of March , 2012, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Maturity Date, the principal sum of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on
SWING LOAN NOTESwing Loan Note • April 4th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION (“Payee”), or order, in accordance with the terms of that certain Credit Agreement, dated as of March , 2012, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Maturity Date, the principal sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Swing Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue princi
INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALSIndemnification Agreement • April 4th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
THIS INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS (this “Agreement”), is made as of this 30th day of March, 2012, by HC-2501 W WILLIAM CANNON DR, LLC, a Delaware limited liability company (“Stonegate”). CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), each Additional Guarantor (as defined in the Credit Agreement [hereinafter defined]) that may hereafter become a party to the Credit Agreement and to this Agreement, CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (“REIT”; Stonegate, REIT and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors”), for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), as Agent for itself and such other lenders which may now or hereafter become parties to the “Credit Agreement” (KeyBank in its capacity as Agent is hereinafter referred to as “Agent”, and KeyBank, for itself, and suc
CONTRIBUTION AGREEMENTContribution Agreement • April 4th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 30th day of March, 2012 by and among CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (“REIT”), the other parties executing this Agreement as Subsidiary Guarantors (such entities are sometimes hereinafter referred to individually as a “Subsidiary Guarantor” and collectively as “Subsidiary Guarantors”; REIT and the Subsidiary Guarantors are hereinafter referred to collectively as “Guarantors”, and the Borrower and the Guarantors are sometimes hereinafter referred to individually as a “Contributing Party” and collectively as the “Contributing Parties”).
CREDIT AGREEMENT DATED AS OF MARCH 30, 2012 by and among CARTER/VALIDUS OPERATING PARTNERSHIP, LP, AS BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS...Credit Agreement • April 4th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of , 20 , by , a (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of the Credit Agreement dated as of March 30, 2012, as from time to time in effect (the “Credit Agreement”), by and among Carter/Validus Operating Partnership, LP (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 Credit Agreement.
