EX-10.5



 Exhibit 10.5 
 AFTER 
 RECORDING, RETURN TO: 

William F. Timmons, Esq. 
 McKenna Long & Aldridge LLP 
 303 Peachtree Street N.E., Suite 5300

 Atlanta, Georgia 30308 
  

 
 NOTICE OF CONFIDENTIALITY
RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER’S LICENSE. 
 ASSIGNMENT OF LEASES AND RENTS 

THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) is made as of August 16, 2012, by DC-1221
COIT ROAD, 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 Credit Agreement, dated as of March 30, 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 Credit Agreement, dated as of May 8, 2012, by and among Borrower, Carter Validus Mission Critical REIT, Inc., a Maryland Corporation (“REIT”), HC-2501 W William Cannon Dr, LLC, a Delaware limited
liability company (“HC-2501”), and KeyBank, individually and as Agent for the Lenders, as further amended by that certain Second Amendment to Credit Agreement, dated as of June 29, 2012, by and among Borrower, REIT, HC-2501,
DC-19675 W. Ten Mile, LLC, a Delaware limited liability company (“DC-19675”), Synovus Bank and Keybank, individually and as Agent for the Lenders, and as further amended by that certain Third Amendment to Credit Agreement, dated as
of July 30, 2012, by and among Borrower, REIT, HC-2501, DC-19675, KeyBank, individually and as Agent for the Lenders, and Synovus Bank (as the same may be further varied, amended, restated, renewed, consolidated, extended or otherwise
supplemented from time to time, the “Credit Agreement”). 
 ASSIGNOR, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and AS ADDITIONAL SECURITY, does hereby presently, absolutely, irrevocably and unconditionally GRANT, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER to Agent, for the
ratable benefit of the Lenders and the holders of any Hedge Obligations, as additional security, the entire lessor’s, landlord’s or licensor’s interest in and to all leases, subleases (to the full extent of Assignor’s right,
title and interest therein), tenant contracts, rental agreements, occupancy agreements or agreements of a similar nature, whether written or oral, now or hereafter affecting the Property (as defined in the Deed of Trust, Security Agreement and
Assignment of Leases and Rents dated of even date herewith executed by Assignor to a trustee named therein, as “Trustee”, for the benefit of Agent, the other Lenders and the holders of the Hedge Obligations (the
“Instrument”)), or any part thereof, which Property 

  
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includes that certain lot or piece of land, more particularly described in Exhibit A attached hereto, together with all lease, security, damage or other deposits and all guarantees of
the foregoing and letters of credit or other security relating to the performance or obligations of any tenants, lessees or licensees thereunder (all of the leases and other agreements and guarantees described above together with all present and
future leases and present and future agreements and any amendment, modification, extension or renewal of the same are hereinafter collectively referred to as the “Leases”); 

TOGETHER WITH all rents, income, issues, revenues and profits arising from the Leases and renewals thereof and together
with all rents, income, issues and profits from the use, enjoyment and occupancy of the Property (including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents, security deposits and liquidated damages following
default under any Leases, all proceeds payable under any policy of insurance, all of Assignor’s rights to recover monetary amounts from any lessee under the Leases in bankruptcy including, without limitation, rights of recovery for use and
occupancy and damage claims arising out of defaults under the Leases, including rejection of a Lease, together with any sums of money that may now or at any time hereafter be or become due and payable to Assignor by virtue of any and all lease
termination payments, royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and all future oil, gas and mining Leases covering the Property or any part thereof, and
all rents under and as defined in the Leases) (all of the rights described above hereinafter collectively referred to as the “Rents”). 
 THIS ASSIGNMENT is made for the purposes of additionally securing the following described indebtedness (collectively the “Secured Obligations”): 

(a) The debt evidenced by (i) those certain Revolving Credit Notes made by Borrower in the aggregate principal
amount of Fifty-Five Million and No/100 Dollars ($55,000,000.00) to the order of Lenders, which evidence a revolving credit loan in the initial principal amount of up to $55,000,000.00 and that may be increased to up to Two Hundred Fifty Million and
No/100 Dollars ($250,000,000.00) pursuant to Section 2.11 of the Credit Agreement, and (ii) that certain Swing Loan Note made by Borrower in the principal amount of Ten Million and No/100 Dollars ($10,000,000.00) to the order of KeyBank,
each of which has been issued pursuant to the Credit Agreement and each of which is due and payable in full on or before March 30, 2015, unless extended as provided in the Credit Agreement, and (iii) each other note as may be issued under
the Credit Agreement, each as originally executed, or if varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated from time to time, as so varied, extended, supplemented, consolidated, amended, replaced,
renewed, modified or restated (collectively, the “Note”); 
 (b) The payment, performance and
discharge of each and every obligation, covenant and agreement of Assignor contained herein, and of Borrower and Assignor in the Credit Agreement and in the other Loan Documents, including, without limitation, the obligation of Borrower to reimburse
Issuing Lender for any draws under the Letters of Credit; 
 (c) Any and all additional advances made by Agent
or any Lender to protect or preserve the Property or the lien and security title hereof in and to the Property, or for taxes, assessments or insurance premiums as hereinafter provided (whether or not Assignor is the owner of the Property at the time
of such advances); 

  
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 (d) The payment, performance and discharge of each and all of the Hedge
Obligations; 
 (e) Any and all other indebtedness, obligations and liabilities now or hereafter owing or to be
performed by Borrower to any Lender or Agent pursuant to the terms of the Credit Agreement or the other Loan Documents, whether now existing or hereafter arising or incurred, however evidenced or incurred, whether express or implied, direct or
indirect, absolute or contingent, due or to become due, including, without limitation, all principal, interest, fees, expenses, yield maintenance amounts and indemnification amounts, and all renewals, modifications, consolidations, replacements and
extensions thereof; and 
 (f) The Enforcement Costs (as defined in the Instrument). 

Assignor warrants to Agent that (a) Assignor is the sole owner of the entire lessor’s interest in the Leases
and the Rents; (b) the Leases have not been altered, modified or amended in any manner whatsoever except as disclosed to Agent and, to the best knowledge of Assignor, are valid, enforceable and in full force and effect; (c) neither the
Leases nor the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (d) none of the Rents have been collected for more than one (1) month in advance; (e) Assignor has full power and authority to
execute and deliver this Assignment and the execution and delivery of this Assignment has been duly authorized and does not conflict with or constitute a default under any law, judicial order or other agreement affecting Assignor or the Property;
and (f) there exist no offsets or defenses to the payment of any portion of the Rents. 
 Assignor
covenants with Agent that Assignor (a) shall observe and perform all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Secured
Obligations; (b) shall enforce the performance and observance of the obligations of the other parties to the Leases to be performed thereunder consistent with the provisions of the Credit Agreement; (c) will appear in and defend any action
arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of Assignor as the landlord, lessor or licensor thereof, or any tenant, lessee, licensee or any guarantor thereunder; (d) shall not collect
any Rents more than one (1) month in advance; (e) shall not execute any other assignment of lessor’s interest in the Leases or the Rents; (f) shall execute and deliver at the request of Agent all such further assurances,
confirmations or assignments in connection with the Property as Agent shall from time to time reasonably require; and (g) shall deliver to Agent executed copies of all Leases required to be delivered to Agent pursuant to the terms of the Credit
Agreement. 
 THIS ASSIGNMENT is made on the following terms, covenants and conditions: 

1. Present Assignment. Assignor does hereby absolutely, presently and unconditionally assign to Agent,
Assignor’s right, title and interest in and to any and all Leases and Rents, it being intended by Assignor that this Assignment constitute a present assignment and not an agreement to assign. Assignor agrees to execute and deliver to Agent such
additional 

  
 3 








 
instruments, in form and substance satisfactory to Agent, as may hereinafter be requested by Agent to further evidence and confirm said assignment. Such assignment to Agent shall not be construed
to bind Agent to the performance of any of the covenants, conditions, or provisions contained in any of the Leases or otherwise to impose any obligation upon Agent. Agent is hereby granted and assigned by Assignor the right to enter the Property for
the purpose of enforcing its interest in the Leases and the Rents, this Assignment constituting a present and unconditional assignment of the Leases and Rents. Assignor shall authorize and direct, and does hereby authorize and direct, each and every
present and future tenant under the Leases to pay all Rents directly to Agent upon receipt of written demand from Agent. It is the intent of Assignor and Agent hereunder that the Rents hereby absolutely assigned are no longer, during the term of
this Assignment, property of Assignor or property of any estate of Assignor as defined by 11 U.S.C. § 541, and shall not constitute collateral, cash or otherwise, of Assignor. Notwithstanding the provisions of this Paragraph 1, so long as
no Event of Default has occurred and is continuing, Assignor shall have the right to act as lessor under the Leases to the extent not prohibited by the Credit Agreement. Notwithstanding anything to the contrary herein, all references in this
Assignment to an assignment or transfer of Leases and Rents is intended to and shall be deemed to provide to Agent and the Lenders a security interest in all “Rents” as defined in Chapter 64 of the Texas Property Code. Agent and the
Lenders shall be entitled to all rights and remedies of an assignee as set forth in said Chapter 64. 
 2.
License. Although this Assignment constitutes a present assignment of all Rents, so long as there shall exist no Event of Default under the Instrument or the Credit Agreement, Assignor shall have a license (revocable upon the occurrence and
during the continuous of an Event of Default) to collect and receive the Rents. Upon the occurrence and during the continuance of any Event of Default, the license granted in this Paragraph 2 shall automatically, without further act by Agent, cease
and terminate, and thereafter, any Rents received by Assignor shall be held in trust for the benefit of, and shall be immediately remitted by Assignor to, Agent. 

3. Remedies of Agent. If an Event of Default under the Instrument or the Credit Agreement shall have occurred and
be continuing, Agent may collect and receive all the Rents, including those past due as well as those accruing thereafter, and, Assignor hereby authorizes Agent or Agent’s agents to collect the Rents and hereby directs such tenants, lessees and
licensees of the Property to pay the Rents to Agent or Agent’s agents. Assignor agrees that each and every tenant, lessee and licensee of the Property may pay, and hereby irrevocably authorizes and directs each and every tenant, lessee and
licensee of the Property to pay, the Rents to Agent or Agent’s agents on Agent’s written demand therefor (which demand may be made by Agent at any time after the occurrence and during the continuance of an Event of Default) without any
obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an Event of Default and notwithstanding any notice or claim of Assignor to the contrary, and Assignor agrees that Assignor shall have no right or claim
against said tenant, lessee or licensee for or by reason of any Rents paid to Agent following receipt of such written demand. Anything in this Paragraph 3 to the contrary notwithstanding, Agent shall not be obligated to discharge or perform the
duties of a landlord or lessor to any tenant or other occupant or incur any liability as a result of the exercise by Agent of its rights under this Assignment, and Agent shall be liable to account only for the rents, income, issues, profits and
revenues actually received by Agent. In connection with any action taken by the Agent pursuant to this Paragraph 3, the Agent shall not 

  
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be liable for any loss sustained by Assignor resulting from any act or omission of the Agent, including a loss arising from the ordinary negligence of the Agent, unless such loss is caused by its
own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods, nor shall the Agent be obligated to perform or discharge any obligation, duty or liability
of Assignor. Assignor hereby assents to, ratifies and confirms any and all actions of the Agent with respect to the Property taken under this Paragraph 3. 
 4. No Liability of Agent. After the occurrence and during the continuance of an Event of Default, the Agent is fully authorized to receive and receipt for said revenues and proceeds; to endorse and
cash any and all checks and drafts payable to the order of Assignor or the Agent for the account of Assignor received from or in connection with said revenues or proceeds and apply the proceeds thereof to the payment of the Secured Obligations, when
received, regardless of the maturity of any of the Loans or the Hedge Obligations, or any installment thereof; and to execute transfer and division orders in the name of Assignor, or otherwise, with warranties binding Assignor. The Agent shall not
be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but shall have the right, at its election, in the name of Assignor or otherwise, to prosecute and
defend any and all actions or legal proceedings deemed advisable by the Agent in order to collect such funds and to protect the interests of the Agent and/or Assignor, with all costs, expenses and attorney’s fees incurred in connection
therewith being paid by Assignor. 
 5. Other Remedies and Non-Waiver. No right, power or remedy
conferred upon or reserved to Agent by this Assignment is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right,
power and remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of Agent or of any Lender to exercise any right, power or remedy accruing upon any default shall exhaust or impair any such right,
power or remedy or shall be construed to be a waiver of any such default, or acquiescence therein; and every right, power and remedy given by this Assignment to Agent may be exercised from time to time and as often as may be deemed expedient by
Agent. No consent or waiver, expressed or implied, by Agent to or of any breach or default by Assignor in the performance of the obligations thereof hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance of the same or any other obligations of Assignor hereunder. Failure on the part of Agent to complain of any act or failure to act or to declare an Event of Default under the Instrument, the Credit Agreement, the Guaranty
or the other Loan Documents, irrespective of how long such failure continues, shall not constitute a waiver by Agent of its rights hereunder or impair any rights, powers or remedies of Agent consequent on any breach or default by Assignor. Nothing
contained in this Assignment and no act done or omitted by Agent pursuant to the power and rights granted to Agent hereunder shall be deemed to be a waiver by Agent of its rights and remedies under the other Loan Documents and this Assignment is
made and accepted without prejudice to any of the rights and remedies possessed by Agent under the terms thereof. The right of the Agent to collect the Rents and to enforce any other security thereof held by it may be exercised by Agent either prior
to, simultaneously with or subsequent to any action taken by it hereunder. 

  
 5 








 6. Conflict with Credit Agreement Provisions. Assignor hereby
acknowledges and agrees that, in the event of any conflict between the terms hereof and the terms of the Credit Agreement, the terms of the Credit Agreement shall control. 

7. No Mortgagee in Possession. Nothing herein contained shall be construed as constituting Agent a “mortgagee
in possession” in the absence of the taking of actual possession of the Property by Agent. In the exercise of the powers herein granted to Agent, no liability shall be asserted or enforced against Agent, all such liability being expressly
waived and released by Assignor. 
 8. No Oral Change. This Assignment may not be modified, amended,
waived, extended, changed, discharged or terminated orally, or by any act or failure to act on the part of Assignor or Agent, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment,
waiver, extension, change, discharge or termination is sought. 
 9. Certain Definitions. Unless the
context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Assignment may be used interchangeable in singular or plural form and the word “Assignor” shall mean “Assignor and any
subsequent owner or owners of the Property or any part thereof or any fee interest therein,” the word “Agent” shall mean “Agent and any subsequent beneficiary of the Instrument,” the word “Loans” shall have the
meaning set forth in the Credit Agreement, the word “person” shall include an individual, corporation, partnership, trust, unincorporated association, government, governmental authority, and any other entity, the words “Property”
shall include any portion of the Property and any interest therein; whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural and vice versa. All other capitalized terms used, but not defined herein, shall have the meaning set forth in the Credit Agreement. 
 10. Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such
provision. 
 11. Counterparts. This Assignment may be executed in any number of counterparts each of
which shall be deemed to be an original but all of which when taken together shall constitute one agreement. 

12. GOVERNING LAW; JURISDICTION. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS CHOSEN PURSUANT TO SECTION 3.04 OF THE INSTRUMENT. ASSIGNOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE JURISDICTION CHOSEN PURSUANT TO SECTION 3.04 OF THE INSTRUMENT IN CONNECTION
WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT. 
 13. Successors and Assigns.
Assignor may not assign its rights under this Assignment. Assignor hereby acknowledges and agrees that Agent may assign this Assignment 

  
 6 








 
without Assignor’s consent. Subject to the foregoing, this Assignment shall be binding upon, and shall inure to the benefit of, Assignor and the Agent and their respective successors and
assigns. 
 14. Termination of Assignment. Upon payment in full of the Secured Obligations and the
delivery and recording of a satisfaction, release or discharge of the Instrument duly executed by Agent, this Assignment shall become and be void and of no effect as to the Leases and Rents from the Land no longer securing the Secured Obligations.

 15. INDEMNIFICATION. ASSIGNOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND TO HOLD AGENT,
THE LENDERS AND THE HOLDERS OF THE HEDGE OBLIGATIONS HARMLESS FOR, FROM AND AGAINST ANY AND ALL COSTS, EXPENSES, CLAIMS, DEMANDS, LIABILITY, LOSS OR DAMAGE (INCLUDING ALL COSTS, EXPENSES, AND ATTORNEYS’ FEES INCURRED IN THE DEFENSE THEREOF)
ASSERTED AGAINST, IMPOSED ON OR INCURRED BY AGENT, THE LENDERS OR THE HOLDERS OF THE HEDGE OBLIGATIONS IN CONNECTION WITH OR AS A RESULT OF THIS ASSIGNMENT OR THE EXERCISE OF ANY RIGHTS OR REMEDIES UNDER THIS ASSIGNMENT OR UNDER ANY OF THE LEASES OR
BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS OF AGENT, THE LENDERS OR THE HOLDERS OF THE HEDGE OBLIGATIONS TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS OR AGREEMENTS CONTAINED IN ANY OF THE LEASES; PROVIDED, HOWEVER, THAT NOTHING
HEREIN SHALL BE CONSTRUED TO OBLIGATE ASSIGNOR TO INDEMNIFY AND HOLD AGENT, THE LENDERS OR THE HOLDERS OF THE HEDGE OBLIGATIONS HARMLESS FOR, FROM AND AGAINST ANY AND ALL COSTS, EXPENSES, CLAIMS, DEMANDS, LIABILITY, LOSS OR DAMAGE ASSERTED AGAINST,
IMPOSED ON OR INCURRED BY AGENT, THE LENDERS OR THE HOLDERS OF THE HEDGE OBLIGATIONS BY REASON OF SUCH PERSON’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE IF A JUDGMENT IS ENTERED AGAINST AGENT, A LENDER OR A HOLDER OF THE HEDGE OBLIGATIONS BY A
COURT OF COMPETENT JURISDICTION AFTER THE EXPIRATION OF ALL APPLICABLE APPEAL PERIODS. SHOULD AGENT, A LENDER OR A HOLDER OF THE HEDGE OBLIGATIONS INCUR ANY SUCH COSTS, EXPENSES, LIABILITIES, LOSS OR DAMAGE, OR IN THE DEFENSE OF ANY SUCH CLAIMS OR
DEMANDS, FOR WHICH IT IS TO BE INDEMNIFIED BY ASSIGNOR AS AFORESAID, THE AMOUNT THEREOF SHALL BE ADDED TO THE SECURED OBLIGATIONS, SHALL BEAR INTEREST AT THE INTEREST RATE FOR OVERDUE AMOUNTS STATED IN THE CREDIT AGREEMENT FROM THE DATE INCURRED
UNTIL PAID (BUT IN NO EVENT SHALL THE INTEREST PAYABLE EXCEED THE MAXIMUM AMOUNT ALLOWED BY LAW), SHALL BE SECURED BY THIS ASSIGNMENT, THE INSTRUMENT AND THE OTHER LOAN DOCUMENTS, AND SHALL BE PAYABLE IMMEDIATELY UPON DEMAND. 

16. Notices. Except for any statutory notice required prior to exercise of the remedies provided herein, which
must be delivered in accordance with such statutes, all notices, requests and other communications hereunder shall be made and delivered in the manner provided in the Instrument. 

  
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 17. Rejection of Leases. In the event a tenant under any Lease should
be the subject of any proceeding under the Federal Bankruptcy Act (Title 11 U.S.C.) or any other federal, state, or local statute which provides for the possible termination or rejection of the Leases assigned hereby, the Assignor covenants and
agrees that if any of the Leases is so rejected, no settlement for damages shall be made without prior written consent of the Agent, and any check in payment of damages for rejection of such Lease will be made payable both to the Assignor and Agent.
The Assignor hereby assigns any such payment to the Agent and further covenants and agrees that upon the request of the Agent, it will duly endorse to the order of the Agent any check, the proceeds of which will be applied to whatever portion of the
indebtedness secured hereby and by the Security Documents which the Agent may elect. 
 18. No Merger of
Estates. So long as any of the indebtedness secured hereby and by the Loan Documents shall remain unpaid, unless the Agent shall otherwise consent in writing, the fee title and the leasehold estate on the Property as hereinbefore described shall
not merge, but shall always be kept separate and distinct, notwithstanding the union of said estate either in the Assignor or in any tenant or in a third party by purchase or otherwise. 

19. Agent’s Rights of Assignment; Rights of Assignees. Agent may assign to any subsequent holder of the Note
or the Instrument, or to any person acquiring title to the Property, all of Agent’s right, title and interest in any of the Leases and rents, issues, income and profits from the Property. No such assignee shall have any liability for any
obligation which accrued under any of the Leases prior to the assignment to such assignee nor shall any such assignee have any obligation to account to Assignor for any rental payments which accrued prior to such assignment unless actually received
by such assignee. After Assignor’s right, title and interest in the Property has been foreclosed or otherwise terminated, no assignee of Assignor’s interest in the Leases shall be liable to account to Assignor for any rents, issues, income
or profits thereafter accruing. 
 20. Modifications, Etc. Assignor hereby consents and agrees that Agent
or any other person may at any time and from time to time, without notice to or further consent from Assignor, either with or without consideration, surrender any property or other security of any kind or nature whatsoever held by it or by any
person, firm or corporation on its behalf or for its account, securing the Secured Obligations; substitute for any collateral so held by it, other collateral of like kind; agree to modification of the terms of the Credit Agreement or any of the
other Security Documents or agreements evidencing or relating to the Hedge Obligations (the “Hedge Documents”); extend or renew the Note, the Credit Agreement or any of the other Security Documents or Hedge Documents for any period; grant
releases, compromises and indulgences with respect to the Note, the Credit Agreement, the Guaranty or any of the other Security Documents or Hedge Documents for any period; grant releases, compromises and indulgences with respect to the Note, the
Credit Agreement, the Guaranty or any of the other Security Documents or Hedge Documents to any persons or entities now or hereafter liable thereunder or hereunder; release any guarantor or endorser of the Note, the Instrument, the Credit Agreement,
the Guaranty, or any other Security Documents or Hedge Documents; or take or fail to take any action of any type whatsoever; and no such action which Agent or any other person shall take or fail to take in connection with the Security Documents or
Hedge Documents, or any of them, or any security for the payment of the Secured Obligations or for the performance of any obligations or undertakings of Assignor, nor any course of dealing with Assignor or any


  
 8 








 
other person, shall release Assignor’s obligations hereunder, affect this Assignment in any way or afford Assignor any recourse against Agent or any other person. The provisions of this
Assignment shall extend and be applicable to all renewals, amendments, extensions, consolidations and modifications of the Security Documents, Hedge Documents and the Leases, and any and all references herein to the Security Documents, Hedge
Documents or the Leases shall be deemed to include any such renewals, amendments, extensions, consolidations or modifications thereof. 
 21. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, GRANTOR WAIVES THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO
THIS ASSIGNMENT OR ANY OTHER SECURITY DOCUMENT. 
 THIS ASSIGNMENT shall inure to the benefit of Agent and any
subsequent beneficiary of the Instrument and shall be binding upon Assignor, and Assignor’s heirs, executors, administrators, successors and assigns and any subsequent owner of the Property. 

[Signatures Begin on the Following Page] 

  
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 THIS INSTRUMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. 
 Assignor has executed this instrument as of the day and year first above written. 
  

							
	ASSIGNOR:
	
	 DC-1221 COIT ROAD, LLC,
 a Delaware limited liability company

		
	 By:
	 	 Carter/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member

			
		 	 By:
	 	Carter Validus Mission Critical REIT, Inc., a Maryland corporation, its General Partner
				
		 		 	 By:
	 	 /s/ John E. Carter

		 		 	 Name:
	 	 John E. Carter

		 		 	 Title:
	 	 Chief Executive Officer




  
 10 









 ACKNOWLEDGMENT 

 

					
	 THE STATE OF FLORIDA
	 	§	 	
		 	§	 	
	 COUNTY OF HILLSBOROUGH
	 	§	 	

 This instrument was acknowledged before me on August 16, 2012, by John E. Carter, as Chief Executive
Officer of Carter Validus Mission Critical REIT, Inc., a Maryland corporation, which is the general partner of Carter/Validus Operating Partnership, LP, a Delaware limited partnership, which is the sole member of DC-1221 Coit Road, LLC, a Delaware
limited liability company, on behalf of said limited liability company. 
  

					
	 (SEAL)
	 		 	 /s/ Elizabeth Fay

		 		 	 Notary Public

	 My Commission Expires:
	 		 	 Print Name of Notary:

	 August 24, 2015
	 		 	 Elizabeth Fay



  
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 EXHIBIT A 
 Legal Description 
 [Attached] 

  
 Exhibit A









 TRACT I: 
 Being a tract of land situated in the Martha McBride Survey, Abstract No. 553, Collin County, Texas, and being all of Lot 1, Block 1 of AMWC/Coit Road Warehouse Addition, an Addition to the City
of Plano, according to the map thereof recorded in Cabinet G, Page 97, Plat Records, Collin County, Texas, and being the same tract of land conveyed to Behringer Harvard 1221 Coit L.P, a Texas limited partnership, by Deed recorded in Volume 5767,
Page 4283, Deed Records, Collin County, Texas, and being more particularly described by metes and bounds as follows: 
 BEGINNING at a
1/2 inch iron rod found for corner at the most Southern Southeast corner of said Lot 1 and the common Southwest corner of Lot 1, Block 1 of Eagle Transmission Addition, an Addition to the City of Plano, according to the map thereof recorded in
Cabinet I, Page 757, Plat Records, Collin County, Texas, said corner also lying in the North line of Lot 2A of Westwind Coit Addition, Phase II, an Addition to the City of Plano, according to the map thereof recorded in Cabinet J, Page 333, Plat
Records, Collin County, Texas; 
 THENCE North 89 degrees 26 minutes 36 seconds West, along said North line of Westwind Coit Addition, a
distance of 554.28 feet to a 1 inch iron rod found for corner at the Northwest corner of said Westwind Coit Addition and lying in the East right-of-way line of Commerce Street (60 foot right-of-way); 

THENCE North 00 degrees 54 minutes 00 seconds East, along said East right-of-way line of Commerce Street, a distance of 477.28 feet to a 1 inch iron
rod found for corner, said corner being the Southwest corner of Coit Road Transit Center Addition, an Addition to the City of Plano, according to the map thereof recorded in Cabinet G, Page 522, Plat Records, Collin County, Texas; 

THENCE South 89 degrees 06 minutes 00 seconds East, along the South line of said Coit Road Transit Center Addition, passing at a distance of 550.00
feet the Southeast corner of said Coit Road Transit Center Addition and the common Southwest corner of a tract of land conveyed to Ariana Investments, Inc., by Deed recorded in County Clerk’s File No. 20060412000491040, Deed Records, Collin
County, Texas, and continuing a total distance of 800.00 feet to an “X” found in concrete for corner, said corner being the Southeast corner of said Ariana Investments, Inc. tract and lying in the West right-of-way line of Coit Road (F.M.
3193)(130 foot right-of-way); 
 THENCE South 00 degrees 23 minutes 00 seconds West, along said West right-of-way line of Coit Road (F.M.
3193), a distance of 212.48 feet to an “X” found in concrete for corner, said corner being the Northeast corner of said Eagle Transmission Addition; 
 THENCE North 89 degrees 06 minutes 00 seconds West, along the North line of said Eagle Transmission Addition, a distance of 247.65 feet to a 3/4 inch iron rod found for corner, said corner being the
Northwest corner of said Eagle Transmission Addition; 
 THENCE South 00 degrees 54 minutes 00 seconds West, along the West line of said
Eagle Transmission Addition, a distance of 261.49 feet to the POINT OF BEGINNING and containing 316,035.59 square feet or 7.2551 acres of land. 
 NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. 

  
 Exhibit A









 TRACT II: EASEMENT ESTATE 
 Those easement rights created in Easement Agreement executed by and between J.D. Sims & Co., Premier Wholesale Club, Inc. and Valley Federal Savings Bank dated December 3, 1985, filed for
record December 6, 1985 and recorded in Volume 2267, Page 458, Land Records, Collin County, Texas. 
 TRACT III: EASEMENT ESTATE

 Those easement rights created in Easement Agreement executed by and between Premier Wholesale Club, Inc. and Gartner Plano Co., dated
December 14, 1985, filed for record December 17, 1985 and recorded in Volume 2273, Page 783, Land Records, Collin County, Texas. 

  
 Exhibit A