SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CARTER VALIDUS OPERATING PARTNERSHIP II, LPCarter Validus Mission Critical REIT II, Inc. • October 8th, 2019 • Real estate investment trusts • Delaware
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATEDAdvisory Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
This First Amendment (this “Amendment”) to the Third Amended and Restated Advisory Agreement (the “Agreement”), is entered into as of October 3, 2019, and shall be effective as of the effective date of the Merger, simultaneously with the effectiveness of the Agreement, and is entered into by and among, CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the “Company”), CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “Partnership”), CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“OP I”) and CARTER VALIDUS ADVISORS II, LLC a Delaware limited liability company.
OMNIBUS ASSIGNMENT AND AMENDMENT TO THE PROPERTY MANAGEMENT AND LEASING AGREEMENTS OF THE ENTITIES LISTED ON EXHIBIT ACarter Validus Mission Critical REIT II, Inc. • October 8th, 2019 • Real estate investment trusts • Delaware
This OMNIBUS ASSIGNMENT AND AMENDMENT TO THE PROPERTY MANAGEMENT AND LEASING AGREEMENTS (this “Agreement”) is entered into as of October 4, 2019 (the “Effective Date”), by and among (i) the entities listed on Exhibit A attached hereto and made a part hereof (collectively, the “Owners”), (ii) CARTER VALIDUS REAL ESTATE MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Assignor”) and (iii) CARTER VALIDUS REAL ESTATE MANAGEMENT SERVICES II, LLC, a Delaware limited liability company (the “Assignee”).
JOINDER AGREEMENTJoinder Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
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 Fourth Amended and Restated Credit Agreement dated as of August 7, 2019, as from time to time in effect (the “Credit Agreement”), by and among Carter 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 Credit Agreement.
JOINDER AGREEMENTJoinder Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
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 Carter 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.
PARTNERSHIP INTEREST PURCHASE AGREEMENTPartnership Interest Purchase Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • Florida
This PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of October 4, 2019 (the “Effective Date”), by and between CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (“Buyer”), and CARTER/VALIDUS ADVISORS, LLC, a Delaware limited liability company (“Seller”).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) made as of this 3rd day of October, 2019, by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“Borrower”), CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “CVOP II”), THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as “Subsidiary Guarantors”; CVOP II and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS LISTED ON THE SIGNATURES PAGES HEREOF AS LENDERS (KeyBank and the other lenders are listed on the signatures pages hereof as Lenders, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the “Agent”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CARTER/VALIDUS OPERATING PARTNERSHIP, LPCarter Validus Mission Critical REIT II, Inc. • October 8th, 2019 • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) is entered into as of October 4, 2019 by and between Carter Validus Operating Partnership II, LP, a Delaware limited partnership, as the general partner (the “General Partner”), and CVOP Partner, LLC, a Delaware limited liability company, as the limited partner (the “Limited Partner”) (the General Partner and the Limited Partner, together with any additional partners that may be admitted to the Partnership, are referred to herein individually as a “Partner” and collectively as the “Partners”).
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) made as of this 3rd day of October, 2019, by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“Borrower”), CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “CVOP II”), THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as “Subsidiary Guarantors”; CVOP II and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS LISTED ON THE SIGNATURES PAGES HEREOF AS LENDERS (KeyBank and the other lenders are listed on the signatures pages hereof as Lenders, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the
CONTRIBUTION AGREEMENT by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC. CARTER VALIDUS MISSION CRITICAL REIT II, LLC (f/k/a LIGHTNING MERGER SUB, LLC), CARTER VALIDUS ADVISORS II, LLC, CARTER VALIDUS OPERATING PARTNERSHIP II, LP,...Assignment and Assumption Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • Delaware
This CONTRIBUTION AGREEMENT (including all exhibits and schedules hereto, this “Agreement”) is made and entered into as of October 4, 2019, by and among Carter Validus Mission Critical REIT II, Inc. (the “REIT”), Carter Validus Mission Critical REIT II, LLC (f/k/a Lightning Merger Sub, LLC) (“Lightning”), Carter Validus Advisors II, LLC (“CV Advisors II”), Carter Validus Operating Partnership II, LP (“CVOP II”), Carter/Validus Operating Partnership, LP (“CVOP”) and CVOP Partner, LLC (“CVOP Partner”).
Sixth Amendment to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LPCarter Validus Mission Critical REIT II, Inc. • October 8th, 2019 • Real estate investment trusts
The Partnership Agreement (defined below) is hereby further amended as of this October 3, 2019 (the “Effective Date”) by this Sixth Amendment (this “Sixth Amendment”) by and between (i) Carter Validus Mission Critical REIT II, Inc. (the “General Partner”), a Maryland corporation holding both general partner and limited partner interests in the Partnership (defined below), and (ii) Carter Validus Advisors II, LLC, a Delaware limited liability company (the “Special Limited Partner”).
FOURTH AMENDED AND RESTATED ADVISORY AGREEMENTFourth Amended and Restated Advisory Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • Florida
This Fourth Amended and Restated Advisory Agreement (this “Agreement”) is entered into on this the 4th day of October, 2019, and which shall be effective as of the date hereof, by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the “Company”), CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “Partnership”) and CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the “Advisor”).
