First Amendment to Amended and Restated Property Management and Leasing Agreement, dated as of April 10, 2018, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P., and Healthcare Trust Properties, LLC

Exhibit 10.6

FIRST AMENDMENT TO AMENDED AND RESTATED

PROPERTY MANAGEMENT AND LEASING AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Amendment”), is entered into as of April 9, 2018, by and among HEALTHCARE TRUST, INC., a Maryland corporation (the “Company”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company (the “Property Manager”).

WHEREAS, the Company, the OP and the Property Manager entered into the Amended and Restated Property Management and Leasing Agreement dated as of February 17, 2017 (the “Property Management Agreement”);

WHEREAS, pursuant to the Property Management Agreement, the Property Manager provides management and leasing services for certain Properties owned or leased by direct and indirect subsidiaries (“Subsidiaries”) of each of the Company and the OP;

WHEREAS, the Company is the general partner of the OP, and the OP is either (i) the sole member of the Subsidiaries or (ii) the managing member of a Joint Venture that is the sole member of the Subsidiaries;

WHEREAS, the Company entered into the Property Management Agreement on behalf of the OP and each Subsidiary, and the OP entered into the Property Management Agreement on behalf of each Subsidiary;

WHEREAS, the parties wish to clarify certain provisions of the Property Management Agreement;

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the parties hereto, intending to be legally bound hereby, agree to amend the Agreement as herein stated.

1.       Defined Terms.

All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Property Management Agreement.

2.       Confirmation of the Parties’ Mutual Intent.

The Company, the OP and the Property Manager each hereby confirms its intent and understanding that references in the Property Management Agreement to the Company mean “the Company on behalf of the OP”; references to the OP mean “the OP on behalf of each Subsidiary”; and that references to the Owner mean, as the context may require, “any” or “each” “Subsidiary as the actual owner or lessee of its Property”.

3.       Amendments.

a.       The defined term “Owner” in Section 1.13 of the Property Management Agreement is amended and restated in its entirety as follows:

“Owner” means, as the context may require, “any” or “each” Subsidiary, as the actual owner or lessee of its Property. The Owners are listed on Schedule I hereto, which schedule may be updated from time to time to reflect the addition or deletion of one or more Owners.

b.       The defined term “Subsidiary” is hereby added in Article I of the Property Management Agreement as follows:

“Subsidiary” means an entity that is a direct or indirect subsidiary of the OP that owns or leases any Property; provided, however, for those Properties that are owned by a Subsidiary and leased to another Subsidiary, references to the Subsidiary shall mean the Subsidiary that leases the Property.

2.       Reaffirmation. Each party hereby affirms and reaffirms the Property Management Agreement.

3.       Miscellaneous.

a.       Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof.

b.       Integration. This Amendment and the documents referred to, comprising or relating to this Amendment constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof.

c.       Amendment and Waiver. No amendment of this Amendment, and no waiver, discharge or termination of any one or more of the provisions hereof, shall be effective unless set forth in writing and signed by all of the parties hereto.

d.       Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

SCHEDULE 1