CREDIT AGREEMENT DATED AS OF JULY 31, 2014 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, 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 • August 6th, 2014 • Carter Validus Mission Critical REIT II, 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 July 31, 2014, as from time to time in effect (the “Credit Agreement”), by and among Carter Validus Operating Partnership II, 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.
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEUnconditional Guaranty of Payment and Performance • August 6th, 2014 • Carter Validus Mission Critical REIT II, 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 II, INC., a Maryland corporation (“REIT”), and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THE THIS GUARANTY (REIT, Initial Guarantors and such Additional 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
REVOLVING CREDIT NOTERevolving Credit Note • August 6th, 2014 • Carter Validus Mission Critical REIT II, 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 July 31, 2014, 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 Revolving Credit Maturity Date, the principal sum of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00), 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
SWING LOAN NOTESwing Loan Note • August 6th, 2014 • Carter Validus Mission Critical REIT II, 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 July 31, 2014, 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 Revolving Credit 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
INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALSIndemnification Agreement • August 6th, 2014 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • New York
THIS INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS (this “Agreement”), is made as of this 31st day of July, 2014, by CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Borrower”), CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“REIT”), EACH OF THE ENTITIES IDENTIFIED AS “INITIAL SUBSIDIARY GUARANTORS” ON THE SIGNATURE PAGES OF THIS AGREEMENT (the “Initial Subsidiary Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THE THIS AGREEMENT (REIT, Initial Subsidiary Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “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 hereina
CONTRIBUTION AGREEMENTContribution Agreement • August 6th, 2014 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of July, 2014 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Borrower”), CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“REIT”), EACH OF THE ENTITIES IDENTIFIED AS “SUBSIDIARY GUARANTORS” ON THE SIGNATURE PAGES OF THIS AGREEMENT (the “Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THE THIS AGREEMENT (REIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and 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”).
PURCHASE AGREEMENT by and between CY-FAIR SURGICAL PROPERTIES, LTD., a Texas limited partnership, as Seller, and CARTER VALIDUS PROPERTIES, LLC, a Delaware limited liability company as PurchaserPurchase Agreement • August 6th, 2014 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
Assignor indemnifies Assignee from any claims applicable to the Assigned Properties with respect to the period prior to the date hereof. Assignee indemnifies Assignor from any claims applicable to the Assigned Properties with respect to the period from and after the date hereof.
ASSIGNMENT OF PURCHASE AGREEMENTAssignment of Purchase Agreement • August 6th, 2014 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS ASSIGNMENT OF PURCHASE AGREEMENT is made and entered into as of this 26th day of June, 2014, by and between CARTER VALIDUS PROPERTIES, LLC, a Delaware limited liability company (“Assignor”), and HC-11250 FALLBROOK DRIVE, LLC, a Delaware limited liability company (“Assignee”).
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • August 6th, 2014 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”) is made as of the 16 day of July, 2014, by CY-FAIR SURGICAL PROPERTIES, LTD., a Texas limited partnership (“Seller”), and HC-11250 FALLBROOK DRIVE, LLC, a Delaware limited liability company, (“Purchaser”).
ASSIGNMENT AND ASSUMPTION OF LEASESAssignment and Assumption of Leases • August 6th, 2014 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THAT, CY FAIR SURGICAL PROPERTIES, LTD., a Texas limited partnership (“Assignor”) hereby transfers, assigns and sets over unto HC-11250 FALLBROOK DRIVE, LLC, a Delaware limited liability company (“Assignee”), any and all leases (the “Leases”) with tenants demising space in the premises (the “Premises”) described in Exhibit A attached hereto and made a part hereof for all purposes, and the Leases, together with all amendments thereto and modifications thereof, are more particularly described on the rent roll attached hereto as Exhibit B and made a part hereof for all purposes.
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • August 6th, 2014 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Second Amendment”) is made as of the 23rd day of July, 2014, by CY-FAIR SURGICAL PROPERTIES, LTD., a Texas limited partnership (“Seller”), and HC-11250 FALLBROOK DRIVE, LLC, a Delaware limited liability company, (“Purchaser”).
