EX-10.4



 Exhibit 10.4 

JOINDER AGREEMENT 

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of September 23, 2014, by HCP-SELECT MEDICAL, 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. 
 RECITALS 

A. Joining Party is required, pursuant to §5.4 of the Credit Agreement, to become an additional Subsidiary Guarantor under the Guaranty
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 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 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 and the Contribution 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 and
the Contribution 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. The effective date (the “Effective Date”) of this Joinder Agreement is September 23, 2014. 

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

							
	“JOINING PARTY”
	
	HCP-SELECT MEDICAL, 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
				
		 		 		 	            [SEAL]


  

			
	ACKNOWLEDGED:
	
	 KEYBANK NATIONAL ASSOCIATION,
 as
Agent

		
	By:	 	 /s/ Daniel Stegemoeller

	Name:	 	 Daniel Stegemoeller

	Its:	 	 Sr. Vice President



  
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