FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 26th, 2015 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2015, by and between Carter Validus Mission Critical REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 2018 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...Credit Agreement • February 5th, 2018 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.
ADVISORY AGREEMENTAdvisory Agreement • November 16th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
This ADVISORY AGREEMENT (this “ Agreement ”) is entered into on this the 15th day of November, 2010, by and between CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (the “Company”), Carter/Validus Operating Partnership, LP, a Delaware limited partnership (the “Partnership”) and CARTER/VALIDUS ADVISORS, LLC, a Delaware limited liability company (the “ Advisor ”).
AGREEMENT OF LIMITED PARTNERSHIP OF CARTER/VALIDUS OPERATING PARTNERSHIP, LPExchange Rights Agreement • March 23rd, 2010 • Carter Validus Mission Critical REIT, Inc. • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CARTER/VALIDUS OPERATING PARTNERSHIP, LP (this “Agreement”), dated as of , 2010, is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as general partner (the “General Partner”), and CARTER/VALIDUS ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCECarter Validus Mission Critical REIT, Inc. • April 4th, 2012 • 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
TERM LOAN NOTECarter Validus Mission Critical REIT, Inc. • August 25th, 2015 • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to EASTERN BANK (“Payee”), or order, in accordance with the terms of that certain Term Loan Agreement, dated as of August 21, 2015, 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 TWO MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 Dollars ($2,750,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Term 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
REVOLVING CREDIT NOTERevolving Credit Note • March 19th, 2013 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to CAPITAL ONE, NATIONAL ASSOCIATION (“Payee”), or order, in accordance with the terms of that certain First Amended and Restated Credit Agreement, dated as of November 19, 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 Revolving Credit Maturity Date, the principal sum of SEVENTEEN MILLION FIVE HUNDRED THOUSAND and No/100 ($17,500,000.00), 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
AMENDED AND RESTATED TERM LOAN NOTETerm Loan Note • August 9th, 2013 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to TEXAS CAPITAL BANK, N.A. (“Payee”), or order, in accordance with the terms of that certain First Amended and Restated Credit Agreement, dated as of November 19, 2012, as amended, 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 Term Loan Maturity Date, the principal sum of SEVEN MILLION THREE HUNDRED FIFTY THOUSAND and No/100 Dollars ($7,350,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Term 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 porti
JOINDER AGREEMENTJoinder Agreement • April 30th, 2014 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of April 28, 2014 (the “Effective Date”), by DC-1805 CENTER PARK DRIVE, LLC, a Delaware limited liability company (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of the First Amended and Restated Credit Agreement dated as of November 19, 2012, as amended by the First Amendment to First Amended and Restated Credit Agreement and Amendment to Unconditional Guaranty of Payment and Performance dated as of March 15, 2013, the Second Amendment to First Amended and Restated Credit Agreement dated as of June 11, 2013 and the Third Amendment to First Amended and Restated Credit Agreement and Other Loan Documents, dated as of August 9, 2013, as from time to time in effect (collectively, 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. Ter
LOAN AGREEMENT Dated as of July 14, 2011 between DC-3300 ESSEX, LLC, as Borrower, and GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., as LenderLoan Agreement • July 19th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York
This Loan Agreement (this “Agreement”) is dated July 14, 2011 and is between GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and DC-3300 ESSEX, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, “Borrower”).
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • August 9th, 2013 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to BANK OF AMERICA, N.A. (“Payee”), or order, in accordance with the terms of that certain First Amended and Restated Credit Agreement, dated as of November 19, 2012, as amended, 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 TWENTY SIX MILLION FOUR HUNDRED FIFTY THOUSAND and No/100 ($26,450,000.00), 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
GUARANTYGuaranty • July 19th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York
THIS GUARANTY (this “Guaranty”) is executed as of July 14, 2011 by CARTER VALIDUS/OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Carter Validus”), and CARTER AND ASSOCIATES, L.L.C., a Georgia limited liability company (“Carter and Associates”) (collectively, together with any permitted successors and assigns, “Guarantor”), for the benefit of GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”).
TERM LOAN NOTETerm Loan Note • August 25th, 2015 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to TEXAS CAPITAL BANK, N.A. (“Payee”), or order, in accordance with the terms of that certain Term Loan Agreement, dated as of August 21, 2015, 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 TWO MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 Dollars ($2,750,000.00), or such amount as may be advanced by the Payee under the Credit Agreement as a Term 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 wi
TERM LOAN AGREEMENT DATED AS OF AUGUST 21, 2015 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...Term Loan Agreement • August 25th, 2015 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
THIS TERM LOAN AGREEMENT (this “Agreement”) is made as of the 21st day of August, 2015 by and among CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), CAPITAL ONE, NATIONAL ASSOCIATION, as Documentation Agent, BANK OF AMERICA, N.A., as Co-Syndication Agent, FIFTH THIRD BANK, as Co-Syndication Agent, and SUNTRUST BANK, as Co-Syndication Agent, and KEYBANC CAPITAL MARKETS, INC., CAPITAL ONE, NATIONAL ASSOCIATION, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint Bookrunners (collectively, the “Joint Lead Arrangers and Bookrunners”).
JOINDER AGREEMENTJoinder Agreement • September 24th, 2014 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of September 23, 2014, by DC-615 NORTH 48TH STREET, LLC, a Delaware limited liability company (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.4 of the Second Amended and Restated Credit Agreement dated as of May 28, 2014, 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.
ASSIGNMENT OF LEASES AND RENTS a Delaware limited liability company, as Assignor to KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent Dated: As of April 28, 2014 AFTER RECORDING, RETURN TO: Brian T. Holmes, Esq. McKenna Long &...Carter Validus Mission Critical REIT, Inc. • April 30th, 2014 • Real estate investment trusts
THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) is made as of April 28, 2014, by DC-1805 CENTER PARK DRIVE, LLC, a Delaware limited liability company (“Assignor”), having its principal place of business at 4211 W. Boy Scout Boulevard, Suite 500, Tampa, Florida 33607, to KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), as Agent (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”) for itself and each other lender (collectively, the “Lenders”) which is or may hereafter become a party to that certain First Amended and Restated Credit Agreement, dated as of November 19, 2012, by and among Carter/Validus Operating Partnership, LP, a Delaware limited partnership (“Borrower”), KeyBank, as Agent and the Lenders, as amended by that certain First Amendment to First Amended and Restated Credit Agreement and Amendment to Unconditional Guaranty of Payment and Performance dated as of March 15, 2013, that certain Second Amendment to First Amended
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • July 19th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York
ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) made as of July 14, 2011 by CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Carter Validus”), and CARTER AND ASSOCIATES, L.L.C., a Georgia limited liability company (“Carter and Associates”) (collectively, together with any permitted successors and assigns, “Sponsor”), and DC-3300 ESSEX, LLC, a Delaware limited liability company (together with its successors and assigns, “Borrower”, and, collectively with Sponsor, jointly and severally, the “Indemnitor”) in favor of GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership (together with its successors and assigns under the Loan Agreement (as defined below), the “Lender”) and the other Indemnified Parties (as defined below).
ESCROW AGREEMENTEscrow Agreement • November 16th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. SC Distributors, a Delaware limited liability company (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB Bank, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) in the case of subscriptions received from all non-affiliates of the Company, the Company has received subscriptions for Stock resulting in a total of 200,000 shares ($2,000,000) of common stock sold in the Offering (the “Required Capital”); (ii) in the case of subscriptions received from resident
AMENDED AND RESTATED SWING LOAN NOTESwing Loan Note • November 26th, 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 First Amended and Restated Credit Agreement, dated as of November 19, 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 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 Cred
JOINDER AGREEMENTJoinder Agreement • October 4th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of September 28, 2012, by HC-8451 PEARL STREET, LLC, a Delaware limited liability company (“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.
AGREEMENT OF LIMITED PARTNERSHIP OF CARTER/VALIDUS OPERATING PARTNERSHIP, LPExchange Rights Agreement • November 16th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CARTER/VALIDUS OPERATING PARTNERSHIP, LP (this “ Agreement ”), effective as of December 29, 2009, is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as general partner (the “ General Partner ”), and CARTER/VALIDUS ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “ Initial Limited Partner ”), and the Limited Partners party hereto from time to time.
INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALSIndemnity 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
GUARANTY OF RECOURSE OBLIGATIONSCarter Validus Mission Critical REIT, Inc. • January 6th, 2012 • Real estate investment trusts • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of January 3, 2012 by CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, having an address at 4211 West Boy Scout Boulevard, Suite 500, Tampa, Florida 33607 (“Guarantor”), for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “Lender”).
ACT OF MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS HC-42570 SOUTH AIRPORT ROAD, LLC, a Delaware limited liability company, as Mortgagor, TO KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent DATED: AS OF MARCH...Carter Validus Mission Critical REIT, Inc. • March 19th, 2014 • Real estate investment trusts • Louisiana
who, being duly sworn, did declare that it executes this ACT OF MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (this “Instrument”) in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), having a mailing address of 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144, Attn: Real Estate Capital Services, with a copy to KeyBank National Association, 1200 Abernathy Road, N.E., Suite 1550, Atlanta, Georgia 30328, Attn: Daniel Stegemoeller, as Agent (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”) for itself and each other lender (collectively, the “Lenders”) which is or may hereafter become a party to that certain First Amended and Restated Credit Agreement, dated as of November 19, 2012, by and among Carter/Validus Operating Partnership, LP, a Delaware limited partnership (“Borrower”), KeyBank, as Agent and the Lenders, as amended by that certain First Amendment to First Amended and Restated Credit Agreement and Amend
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATEDAdvisory Agreement • October 8th, 2019 • Carter Validus Mission Critical REIT, 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.
CARTER VALIDUS MISSION CRITICAL REIT, INC. UP TO 175,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT November 15, 2010Broker-Dealer Agreement • November 16th, 2010 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
Carter Validus Mission Critical REIT, Inc., a Maryland corporation (the “ Company ”), is registering $1,737,500,000 in shares of its common stock, $.01 par value per share (the “ Shares ”), for sale to the public (the “ Offering ”), of which (i) $1,500,000,000 in Shares are intended to be offered pursuant to the primary offering and (ii) $237,500,000 in Shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (the “ DRIP ”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.00 per Share and the Shares are to be sold pursuant to the DRIP at the higher of 95% of the estimated value of a share of the Company’s common stock, as estimated by the Company’s board of directors, or $9.50 per Share.
GUARANTYGuaranty • February 9th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
This GUARANTY (“Guaranty”) is effective as of FEBRUARY 9, 2012 by CARTER VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Guarantor”), for the benefit of AMERICAN MOMENTUM BANK (“Lender”).
THIRD AMENDED AND RESTATED ADVISORY AGREEMENTThird Amended and Restated Advisory Agreement • April 11th, 2019 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
This Third Amended and Restated Advisory Agreement (this “Agreement”) is entered into on this the 11th day of April, 2019, and which shall be effective as the Merger (as defined below), 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 (the “Advisor”).
SECOND AMENDMENT TO UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEPayment and Performance • July 24th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this “Amendment”), dated as of July 19, 2012, is made by and between 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”) and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the lenders (the “Lenders”) that are a party to the Credit Agreement (as defined below).
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”).
OMNIBUS ASSIGNMENT AND AMENDMENT TO THE PROPERTY MANAGEMENT AND LEASING AGREEMENTS OF THE ENTITIES LISTED ON EXHIBIT ACarter Validus Mission Critical REIT, 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”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • January 6th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 3rd day of January, 2012 by DC-180 PEACHTREE, LLC, a Delaware limited liability company, having an office at 4211 West Boy Scout Boulevard, Suite 500, Tampa, Florida 33607 (“Borrower”), CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, having an office at 4211 West Boy Scout Boulevard, Suite 500, Tampa, Florida 33607 (“Non-Borrower Indemnitor”; and together with Borrower, each an “Indemnitor” and collectively, “Indemnitors”), in favor of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an office at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “Indemnitee”) and the other Indemnified Parties (defined below).
LOAN AGREEMENTLoan Agreement • February 9th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida
This LOAN AGREEMENT (“Agreement”) is effective as of the 9th day of February, 2012 by and between HC-760 OFFICE PARKWAY, LLC, a Delaware limited liability company (“Borrower”), whose address is 4211 West Boy Scout Boulevard, Suite 500, Tampa, Florida 33607, and AMERICAN MOMENTUM BANK (“Lender”), whose address is One Momentum Boulevard, College Station, Texas 77845, Attention: TERESA EOFF.
TRADE STREET, SAN DIEGO CENTER REAL ESTATE SALE CONTRACTReal Estate Sale Contract • December 19th, 2013 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
By this instrument, dated as of , 2013, for valuable consideration, receipt of which is hereby acknowledged, the undersigned grantor, PACIFIC BELL TELEPHONE COMPANY, a California corporation, formally known as The Pacific Telephone and Telegraph Company (“Grantor”), hereby grants to (“Grantee”) an undivided interest in all that certain real property and the improvements located thereon located in the State of California, County of San Diego, City of San Diego as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, (the “Property”) subject to all real property taxes and assessments, not delinquent, and covenants, conditions, restrictions, encumbrances and other matters of record.
JOINDER AGREEMENTJoinder Agreement • June 12th, 2013 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of June 6, 2013 (the “Effective Date”), by HC-239 S. Mountain Boulevard Management, LLC, a Delaware limited liability company (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of the First Amended and Restated Credit Agreement dated as of November 19, 2012, as amended by the First Amendment to First Amended and Restated Credit Agreement and Amendment to Unconditional Guaranty of Payment and Performance dated as of March 15, 2013, as from time to time in effect (collectively, 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.
