Consent Letter to Term Loan Agreement, dated May 18, 2021, by and among Sila Realty Trust, Inc., as Borrower, Sila Realty Operating Partnership, LP and certain of Sila Realty Trust, Inc.'s subsidiaries, as Guarantors, KeyBank National Association, as lender and Administrative Agent, and the other lenders listed as lenders in the Term Loan Agreement

Terms used herein but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Borrower desires to sell substantially all of its Data Center Assets as part of a single transaction or a series of transactions (the “Data Center Portfolio Sale”). §8.8 of the Credit Agreement prohibits the sale of Real Estate of the Borrower, the Guarantors and their Subsidiaries in one transaction or a series of transactions during any four (4) fiscal quarters in excess of thirty percent (30%) of Gross Asset Value as at the beginning of such four (4) quarter period, except as the result of a condemnation or casualty, without the prior written consent of Agent and the Required Lenders (the “§8.8 Restriction”). Borrower requires the consent of Agent and the Required Lenders to complete the Data Center Portfolio Sale. Borrower has also requested that the Agent and the Required Lenders consent to the making of a one-time special distribution from net proceeds of the Data Center Portfolio Sale (the “Special Distribution”).

Subject to the execution and delivery of this letter by Borrower, Guarantors, Agent and the Required Lenders, and subject to the terms and conditions hereof, Agent and the Required Lenders consent as follows:

(a)    The Agent and the Required Lenders consent to the sale by Borrower and its Subsidiaries of substantially all of their Data Center Assets in a single transaction or a series of transactions notwithstanding the §8.8 Restriction;

(b)    The Required Lenders consent to a one-time Special Distribution in cash of an amount up to $450,000,000.00 of proceeds from the Data Center Portfolio Sale, provided that:

(i)    the sale of the Data Center Assets generates a minimum of $1,000,000,000.00 of Net Sales Proceeds in an all cash transaction;

(ii)    as of the date on which the Special Distribution is to be made, Borrower shall have not less than $150,000,000.00 of Special Distribution Liquidity following the making of the Special Distribution; and

(iii)     as of the date on which the Special Distribution is to be made, the ratio of Consolidated Total Indebtedness to Gross Asset Value (expressed as a percentage) shall not exceed forty percent (40.0%) following the making of the Special Distribution; and

(iv)    not less than five (5) Business Days prior to the declaration or making of the Special Distribution, Borrower, the Guarantors, the Agent and the Required Lenders shall have entered into a formal amendment to the Credit Agreement to document the consents provided herein and such other matters as the parties may agree;

(c)    as a condition to the closing of the Data Center Portfolio Sale and the making of the Special Distribution, Agent shall have received and approved (i) a Compliance Certificate and supporting calculations showing compliance with all covenants after the closing of the Data Center Portfolio Sale or the making of the Special Distribution, as applicable, and (ii) calculations that evidence (A) Borrower will have not less than $150,000,000.00 of Special Distribution Liquidity following the making of the Special Distribution, and (B) the ratio of Consolidated Total Indebtedness to Gross Asset Value (expressed as a percentage) shall not exceed forty percent (40.0%) following the making of the Special Distribution;

(d)    upon closing of the Data Center Portfolio Sale and upon the making of the Special Distribution, (i) the Borrower, the Guarantors and their respective Subsidiaries shall be in full compliance with all Loan Documents, and (ii) no Default or Event of Default shall exist or would occur as a result of the Data Center Portfolio Sale or the Special Distribution, as applicable; and

(e)    the consent of the Agent and the Required Lenders for the Data Center Portfolio Sale and the Special Distribution shall expire on December 31, 2021.

For the purposes of this letter, the following terms shall have the meaning set forth below:

“Net Sales Proceeds” shall be the aggregate cash payments received by Borrower or such Subsidiary from the sale of the Data Center Assets, minus the amount of any direct reasonable out-of-pocket costs and expenses paid to unaffiliated third parties incurred in connection with such disposition.

“Special Distribution Liquidity” shall mean as of the date on which the Special Distribution is to be made, (x) Borrower’s Unrestricted Cash and Cash Equivalents plus (y) Revolving Credit Availability less any debt maturities of Borrower, the Guarantors and their Subsidiaries occurring within six (6) calendar months of the date on which the Special Distribution is to be made.

The consents of the Agent and the Required Lenders pursuant to this letter are not a consent to any further sales of assets or the making of any other Distribution, which shall require the approval of Agent, the Required Lenders or all of the Lenders, as applicable, in accordance with the Credit Agreement. Additionally, the conditions set forth in paragraphs (a)-(e) in this letter are not intended to be continuing requirements under the Credit Agreement and other Loan Documents following the completion of the Data Center Portfolio Sale and making of the Special Distribution in accordance with the terms hereof.

Borrower and Guarantors acknowledge, represent and agree that as of the date hereof none of such Persons have any defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or omissions of Agent or any Lender, or any past or present officers, agents or employees of Agent or any of the Lenders, and each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.

Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement and the other Loan Documents remain unaltered and in full force and effect and the parties hereto do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents. Guarantors hereby expressly consent to the foregoing. Nothing in this letter shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment, or substitution of indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents. The consent and agreement set forth herein is strictly limited to the paragraphs (a) -(e) in this letter with respect to the Data Center Portfolio Sale and the Special Distribution, and no other consent, waiver or amendment shall be inferred or implied. By execution hereof, Borrower and Guarantors acknowledge that the Agent and the Lenders have made no agreement, and are in no way obligated, to grant any future extension, waiver, indulgence or consent. This letter may be executed in any number of counterparts which shall together constitute but one and the same agreement. The Borrower and Guarantors represent that the execution and delivery of this letter are within the authority of each such Person and that this letter has been duly authorized and executed by each such Person. Borrower reaffirms and restates as of the date hereof each and every representation and warranty made by Borrower and Guarantors in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date. The representations and warranties made by or on behalf of Borrower, Guarantors and their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement were true and correct in all material respects when made and are true and correct in all material respects as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in all respects). By execution hereof, Borrower and Guarantors certify that Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this letter and the other documents executed in connection herewith, and that no Default or Event of Default has occurred and is continuing. This letter shall constitute a Loan Document and shall be governed by Section 21 of the Credit Agreement.

By: /s/ Kay C. Neely        
Name:    Kay C. Neely

Title:    Chief Financial Officer and Treasurer

Name: Kay C. Neely

Title:     Chief Financial Officer and Treasurer

By: /s/ Kay C. Neely    

By: /s/ Kay C. Neely    

HCII-30 PINNACLE DRIVE PA, LP, a Delaware limited partnership

By:    HCII-30 Pinnacle Drive, LLC, a Delaware limited liability company, its general partner

By:    Sila Realty Operating Partnership, LP (formerly known as Carter Validus Operating Partnership II, LP), a Delaware limited partnership, its sole member

By:    Sila Realty Trust, Inc. (formerly known as Carter Validus Mission Critical REIT II, Inc.), a Maryland corporation, its General Partner

HCII-2752 CENTURY BOULEVARD PA, LP, a Delaware limited partnership

By:    HCII-2752 Century Boulevard, LLC, a Delaware limited liability company, its general partner

By:    Sila Realty Operating Partnership, LP (formerly known as Carter Validus Operating Partnership II, LP), a Delaware limited partnership, its sole member

By:    Sila Realty Trust, Inc. (formerly known as Carter Validus Mission Critical REIT II, Inc.), a Maryland corporation, its General Partner

HCII-110 CHARLOIS BOULEVARD, LP, a Delaware limited partnership

By:    Health Care II-110 Charlois Boulevard, LLC, a Delaware limited liability company, its general partner

By:    Sila Realty Operating Partnership, LP (formerly known as Carter Validus Operating Partnership II, LP), a Delaware limited partnership, its sole member

By:    Sila Realty Trust, Inc. (formerly known as Carter Validus Mission Critical REIT II, Inc.), a Maryland corporation, its General Partner

DCII-1400 CROSSBEAM DR., LP, a Delaware limited partnership

By:    DCII-1400 Crossbeam Drive, LLC, a Delaware limited liability company, its general partner

By:    Sila Realty Operating Partnership, LP (formerly known as Carter Validus Operating Partnership II, LP), a Delaware limited partnership, its sole member

By:    Sila Realty Trust, Inc. (formerly known as Carter Validus Mission Critical REIT II, Inc.), a Maryland corporation, its General Partner

GREEN WELLNESS INVESTORS, LLLP, a Florida limited liability limited partnership

By:    HC-1940 Town Park Boulevard, LLC, a Delaware limited liability company, its general partner

By:    Sila Operating Partnership, LP (formerly known as Carter/Validus Operating Partnership, LP), a Delaware limited partnership, its sole member