EX-10.1



 Exhibit 10.1 

JOINDER AGREEMENT 

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of October 14, 2015, by HCII-1131 PAPILLION
PARKWAY, LLC, a Delaware limited liability company (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain First Amended and Restated Credit Agreement dated as of December 17,
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. 

RECITALS 

A.          Joining Party is required, pursuant to §5.5 of the Credit
Agreement, to become an additional Subsidiary Guarantor under the Guaranty, the Indemnity Agreement and the Contribution Agreement. 

B.          Joining Party expects to realize direct and indirect benefits as
a result of the availability to the Borrower of the credit facilities under the Credit Agreement. 
 NOW, THEREFORE, Joining
Party agrees as follows: 
 AGREEMENT 

1.          Joinder.    By this Joinder
Agreement, Joining Party hereby becomes a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement, and the other Loan Documents with respect to all the Obligations of the
Borrower now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a “Subsidiary Guarantor” under the Contribution Agreement. Joining Party agrees that Joining Party is and shall be bound by, and hereby
assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement, the other Loan
Documents and the Contribution Agreement. 

2.          Representations and Warranties of Joining
Party.    Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in
writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable
to a “Guarantor” or “Subsidiary Guarantor” are true and correct in all material respects as applied to Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the
Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors apply to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event
that Joining Party becomes a Subsidiary Guarantor. 
 3.          Joint
and Several.    Joining Party hereby agrees that, as of the Effective Date, the Guaranty, the Contribution Agreement and the Indemnity Agreement heretofore delivered to the 







 
Agent and the Lenders shall be a joint and several obligation of Joining Party to the same extent as if executed and delivered by Joining Party, and upon request by Agent, will promptly become a
party to the Guaranty, the Contribution Agreement and the Indemnity Agreement to confirm such obligation. 

4.          Further Assurances.    Joining Party
agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement. 

5.          GOVERNING LAW.    THIS AGREEMENT
SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

6.          Counterparts.    This Joinder
Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement. 

7.          Effective Date.    The effective date
(the “Effective Date”) of this Joinder Agreement is October 14, 2015. 
 [SIGNATURES ON FOLLOWING PAGE] 







 IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal
as of the day and year first above written. 
  

							
		 	 “JOINING PARTY”

		
		 	
HCII-1131 PAPILLION PARKWAY, LLC, a Delaware

limited liability company

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

				
		 		 	 By:
	 	 Carter Validus Mission Critical REIT II, Inc.,

a Maryland corporation, its General Partner

				
		 		 		 	 By: /s/ John E. Carter

		 		 		 	 Name:    John E. Carter

		 		 		 	 Title:      Chief Executive Officer


 ACKNOWLEDGED: 

KEYBANK NATIONAL ASSOCIATION, as Agent 

By: /s/ Kristin Centracchio 

Name: Kristin Centracchio 

Its: Vice President 

[Signature Page to Joinder Agreement]