Exhibit 10.2


 


AMENDED AND RESTATED


PROPERTY MANAGEMENT AND LEASING AGREEMENT


 


This amended and restated
property management and leasing agreement (this “Management Agreement”) is made and entered into as of the 17th
day of February, 2017, 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 “Manager”).


 


WHEREAS, the OP was organized
to acquire, own, operate, lease and manage real estate properties on behalf of the Company;


 


WHEREAS,
the Company intends to continue to raise money from the sale of its common stock to be used, net of payment of certain offering
costs and expenses, for investment in the acquisition and rehabilitation of income-producing real estate and other real estate-related
investments, which are to be acquired and held by the Company or by the OP on behalf of the Company;


 


WHEREAS, the Owner desires
to retain the Manager to manage and coordinate the leasing of the real estate properties acquired by the Owner, and the Manager
desires to be so retained, all under the terms and conditions set forth in this Management Agreement;


 


WHEREAS, the Company, the
OP and the Manager entered into that certain Property Management and Leasing Agreement, dated as of February 14, 2013 (the “Original
Management Agreement”); and


 


WHEREAS, the Company, the
OP and the Manager desire to amend and restate the Original Management Agreement in its entirety on the terms and subject to the
conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the foregoing and of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:


 


ARTICLE
I.

DEFINITIONS


 


Except as otherwise specified
or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this
Management Agreement:


 


1.1            “Account” has the meaning set forth in Section 2.3(i) hereof.


 


1.2            “Advisor” means Healthcare Trust Advisors, LLC, a Delaware limited liability company, any successor advisor
to the Company and the OP, or any Person to which Healthcare Trust Advisors, LLC or any successor advisor subcontracts substantially
all of its functions. Notwithstanding the foregoing, a Person hired or retained by Healthcare Trust Advisors, LLC to perform property
management and related services for the Company or the OP that is not hired or retained to perform substantially all of the functions
of Healthcare Trust Advisors, LLC with respect to the Company and the OP as a whole shall not be deemed to be an Advisor.


 


1.3            “Affiliate”
means with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to
vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%)
or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote,
by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such
other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity
for which such Person acts as an executive officer, director, trustee or general partner. For purposes of this definition,
the terms “controls,” “is controlled by,” or “is under common control with” shall mean
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an
entity, whether through ownership or voting rights, by contract or otherwise.


 


1.4            “Articles of Incorporation” means the Articles of Incorporation of the Company, as amended from time
to time.


 




    	 	 	 



     


    

 1.5            “Budget” has the meaning set forth in Section 2.5(c) hereof.




 


1.6            “Director” means a director of the Company.


 


1.7            “Gross Revenues” means all amounts actually collected as rents or other charges for the use and occupancy
of the Properties, but shall exclude interest and other investment income of the Owner and proceeds received by the Owner for a
sale, exchange, condemnation, eminent domain taking, casualty or other disposition of assets of the Owner.


 


1.8            “Improvements” means buildings, structures, equipment from time to time located on the Properties and
all parking and common areas located on the Properties.


 


1.9             “Independent Director” means a Director who is not and who has not been within the last two years, directly
or indirectly associated with the Sponsor or the Advisor by virtue of ownership of an interest in the Sponsor, the Advisor or any
of their Affiliates.


 


1.10            “Joint Venture” means the joint venture or partnership arrangements (other than between the Company and
the OP) in which the Company or the OP or any of their subsidiaries is a co-venturer or general partner which are established to
own Properties.


 


 1.11            “Management Fees” has the meaning set forth in Section 4.1(a) hereof.




 


 1.12            “Oversight Fees” has the meaning set forth in Section 4.2 hereof.




 


1.13            “Owner” means the Company, the OP and any Joint Venture that owns, in whole or in part, any Properties.


 


 1.14            “Ownership Agreements” has the meaning set forth in Section 2.3(k) hereof.




 


1.15            “Person” means an individual, corporation, partnership, joint venture, association, company (whether
of limited liability or otherwise), trust, bank or other entity, or government or any agency or political subdivision of a government.


 


 1.16            “Plan” has the meaning set forth in Section 2.5(c) hereof.




 


1.17            “Properties” means all real estate properties owned by the Owner and all tracts as yet unspecified but
to be acquired by the Owner containing income-producing Improvements or on which the Owner will develop or rehabilitate income-producing
Improvements.


 


1.18            “Sponsor” means American Realty Capital VII, LLC, a Delaware limited liability company.


 


ARTICLE II.


APPOINTMENT OF THE MANAGER;
SERVICES TO BE PERFORMED


 


2.1            Appointment of the Manager. The Owner hereby engages and retains the Manager as the sole and exclusive manager and
agent of the Properties, and the Manager hereby accepts such appointment, all on the terms and conditions hereinafter set forth,
it being understood that this Management Agreement shall cause the Manager to be, at law, the Owner’s agent upon the terms
contained herein.


 


2.2            General Duties. The Manager shall use commercially reasonable efforts in performing its duties hereunder to manage,
operate, maintain and lease the Properties in a diligent, careful and vigilant manner. The services of the Manager are to be of
scope and quality not less than those generally performed by professional property managers of other similar properties in the
area. The Manager shall make available to the Owner the full benefit of the judgment, experience and advice of its members and
staff with respect to the policies to be pursued by the Owner relating to the operation and leasing of the Properties.


 


 2.3            Specific Duties. The Manager’s duties include the following:




 


		(a)	Lease Obligations. The Manager shall
perform all duties of the landlord under all leases insofar as such duties relate to the operation, maintenance, and day-to-day
management of the Properties. The Manager shall also provide or cause to be provided, at the Owner’s expense, all services
normally provided to tenants of like premises, including, where applicable and without limitation, gas, electricity or other





    	 	 	 



     


    

utilities
required to be furnished to tenants under leases, normal repairs and maintenance, and cleaning and janitorial service. The Manager
shall arrange for and supervise the performance of all installations and improvements in space leased to any tenant which are
either expressly required under the terms of the lease of such space or which are customarily provided to tenants.


 


		(b)	Maintenance. The Manager shall cause the Properties to be maintained in the same manner as similar
                                                                                  properties in the area. The Manager’s duties and supervision in this respect shall include, without limitation,
                                                                                  cleaning of the interior and the exterior of the Improvements and the public common areas on the Properties and the making
                                                                                  and supervision of repair, alterations, and decoration of the Improvements, subject to and in strict compliance with this
                                                                                  Management Agreement and any applicable leases. Construction and rehabilitation activities undertaken by the Manager, if any,
                                                                                  will be limited to activities related to the management, operation, maintenance, and leasing of the Property (e.g., repairs,
                                                                                  renovations, and leasehold improvements).



 


		(c)	Leasing Functions. The Manager shall
coordinate the leasing of the Properties and shall negotiate and use its best efforts to secure executed leases from qualified
tenants, and to execute same on behalf of the Owner, if requested, for available space in the Properties, such leases to be in
form and on terms approved by the Owner and the Manager, and to bring about complete leasing of the Properties. The Manager shall
be responsible for the hiring of all leasing agents, as necessary for the leasing of the Properties, and to otherwise oversee
and manage the leasing process on behalf of the Owner.



 


		(d)	Notice of Violations. The Manager shall
forward to the Owner, promptly upon receipt, all notices of violation or other notices from any governmental authority, and board
of fire underwriters or any insurance company, and shall make such recommendations regarding compliance with such notice as shall
be appropriate.



 


		(e)	Personnel. Any personnel hired by the
Manager to maintain, operate and lease the Property shall be the employees or independent contractors of the Manager and not of
the Owner. The Manager shall use due care in the selection and supervision of such employees or independent contractors. The Manager
shall be responsible for the preparation of and shall timely file all payroll tax reports and timely make payments of all withholding
and other payroll taxes with respect to each employee.



 


		(f)	Utilities and Supplies. The Manager shall
enter into or renew contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance and other services as are customarily
furnished or rendered in connection with the operation of similar rental property in the area.



 


		(g)	Expenses. The Manager shall analyze all
bills received for services, work and supplies in connection with maintaining and operating the Properties, pay all such bills,
and, if requested by the Owner, pay, when due, utility and water charges, sewer rent and assessments, any applicable taxes, including,
without limitation, any real estate taxes, and any other amount payable in respect to the Properties. All bills shall be paid
by the Manager within the time required to obtain discounts, if any. The Owner may from time to time request that the Manager
forward certain bills to the Owner promptly after receipt, and the Manager shall comply with any such request. The payment of
all bills, real property taxes, assessments, insurance premiums and any other amounts payable with respect to the Properties shall
be paid out of the Account by the Manager. All expenses shall be billed at net cost (i.e., less all rebates, commissions, discounts
and allowances, however designed).



 


		(h)	Monies Collected. The Manager shall collect
all rent and other monies from tenants and any sums otherwise due to the Owner with respect to the Properties in the ordinary
course of business. In collecting such monies, the Manager shall inform tenants of the Properties that all remittances are to
be in the form of a check or money order. The Owner authorizes the Manager to request, demand, collect and provide receipts for
all such rent and other monies and to institute legal proceedings in the name of the Owner for the collection thereof and for
the dispossession of any tenant in default under its lease.



 


		(i)	Banking Accommodations. The Manager shall
establish and maintain a separate checking account (the “Account”) for funds relating to the Properties. All
monies deposited from time to time in the Account shall be deemed to be trust funds and shall be and remain the property of the
Owner and shall be withdrawn and disbursed by the Manager for the account of the Owner only as expressly permitted by this Management
Agreement for the purposes of performing the obligations of the Manager hereunder. No monies collected by the Manager on the Owner’s
behalf shall be commingled with funds of the Manager.





    	 	 	 



     


    

The
Account shall be maintained, and monies shall be deposited therein and withdrawn therefrom, in accordance with the following:


 


(i)            All sums received from rents and other income from the Properties shall be promptly deposited by the Manager in the Account.
The Manager shall have the right to designate two (2) or more persons who shall be authorized to draw against the Account, but
only for purposes authorized by this Management Agreement.


 


(ii)            All sums due to the Manager hereunder, whether for compensation, reimbursement for expenditures, or otherwise, as herein
provided, shall be a charge against the operating revenues of the Properties and shall be paid and/or withdrawn by the Manager
from the Account prior to the making of any other disbursements therefrom.


 


(iii)            On or before the 30th day following the end of each calendar quarter during the term of this Management Agreement, the Manager
shall forward to the Owner all net operating proceeds from the preceding quarter, retaining at all times, however, a reserve of
$5,000, in addition to any other amounts otherwise provided in the Budget.


 


		(j)	Tenant Complaints. The Manager shall
maintain business-like relations with the tenants of the Properties.



 


		(k)	Ownership Agreements. The Manager has
received copies of the Agreement of Limited Partnership of the OP, Articles of Incorporation and the other constitutive documents
of the Owner (collectively, the “Ownership Agreements”) and is familiar with the terms thereof. The Manager
shall use reasonable care to avoid any act or omission which, in the performance of its duties hereunder, shall in any way conflict
with the terms of the Ownership Agreements.



 


		(l)	Signs. The Manager shall place and remove,
or cause to be placed and removed, such signs upon the Properties as the Manager deems appropriate, subject, however, to the terms
and conditions of the leases and to any applicable ordinances and regulations.



 


2.4            
Approval of Leases, Contracts, Etc. In fulfilling its duties to the Owner, the Manager may and hereby is authorized
to enter into any leases, contracts or agreements on behalf of the Owner in the ordinary course of the management, operation, maintenance
and leasing of the Properties.


 


 2.5            Accounting, Records and Reports.




 


		(a)	Records. The Manager shall maintain all
office records and books of account and shall record therein, and keep copies of, each invoice received from services, work and
supplies ordered in connection with the maintenance and operation of the Properties. Such records shall be maintained on a double
entry basis. The Owner and persons designated by the Owner shall at all reasonable times have access to and the right to audit
and make independent examinations of such records, books and accounts and all vouchers, files and all other material pertaining
to the Properties and this Management Agreement, all of which the Manager agrees to keep safe, available and separate from any
records not pertaining to the Properties, at a place recommended by the Manager and approved by the Owner.



 


		(b)	Quarterly Reports. On or before the 30th
day following the end of each calendar quarter during the term of this Management Agreement, the Manager shall prepare and submit
to the Owner the following reports and statements:



 


		(i)	Rental collection record;



 


		(ii)	Quarterly operating statement;



 


		(iii)	Copy of cash disbursements ledger entries for such period,
if requested;



 


		(iv)	Copy of cash receipts ledger entries for such period,
if requested;



 


		(v)	The original copies of all contracts entered into by
the Manager on behalf of the Owner during such period, if requested; and



 




    	 	 	 



     


    

		(vi)	Copy of ledger entries for such period relating to security
deposits maintained by the Manager, if requested.



 


		(c)	Budgets and Leasing Plans. On or before
November 15 of each calendar year during the term of this Management Agreement, the Manager shall prepare and submit to the Owner
for its approval an operating budget (a “Budget”) and a marketing and leasing plan (a “Plan”)
on the Properties for the calendar year immediately following such submission. Each Budget and Plan shall be in the form approved
by the Owner prior to the date thereof. As often as reasonably necessary during the period covered by any Budget or Plan, the
Manager may submit to the Owner for its approval an updated Budget or Plan incorporating such changes as shall be necessary to
reflect cost overruns and the like during such period. If the Owner does not disapprove a Budget or Plan within thirty (30) days
after receipt thereof by the Owner, such Budget or Plan shall be deemed approved. If the Owner shall disapprove any Budget or
Plan, it shall so notify the Manager within said thirty (30) day period and explain the reasons therefor. The Manager will not
incur any costs other than those estimated in an approved Budget except for:



 


		(i)	maintenance or repair costs under $5,000 per Property;



 


		(ii)	costs incurred in emergency situations in which action
is immediately necessary for the preservation or safety of the Property, or for the safety of occupants or other persons on the
Property (or to avoid the suspension of any necessary service of the Property);



 


		(iii)	expenditures for real estate taxes and assessments;
and



 


		(iv)	maintenance supplies calling for an aggregate purchase
price of less than $25,000 for all Properties.



 


		(d)	Returns Required by Law. The Manager
shall execute and file when due all forms, reports, and returns required by law relating to the employment of its personnel.



 


		(e)	Notices. Promptly after receipt, the
Manager shall deliver to the Owner all notices, from any tenant, or any governmental authority, that are not of a routine nature.
The Manager shall also report expeditiously to the Owner notice of any extensive damage to any part of the Properties.



 


2.6            Subcontracting. Notwithstanding anything to the contrary contained in this Agreement, the Manager may subcontract
any of its duties hereunder, without the consent of the Owner, for a fee that may be less than the Management Fees paid hereunder.
In the event that the Manager does so subcontract any its duties hereunder, such fees payable to such third parties may, at the
instruction of the Manager, be deducted from the Management Fee and paid by the Owner to such parties, or paid directly by the
Manager to such parties, in its discretion.


 


ARTICLE III.

EXPENSES


 


3.1            Owner’s Expenses. Except as otherwise specifically provided, all costs and expenses incurred hereunder by the
Manager in fulfilling its duties to the Owner shall be for the account of and on behalf of the Owner. Such costs and expenses may
include, without limitation, reasonable wages and salaries and other employee-related expenses of all on-site and off-site employees
of the Manager who are engaged in the operation, management, maintenance and leasing of the Properties, including taxes, insurance
and benefits relating to such employees, and legal, travel and other out-of-pocket expenses which are directly related to the operation,
management, maintenance and leasing of specific Properties. All costs and expenses for which the Owner is responsible under this
Management Agreement shall be paid by the Manager out of the Account. In the event the Account does not contain sufficient funds
to pay all of the costs and expenses, the Owner shall fund all sums necessary to meet such additional costs and expenses.


 


3.2            Manager’s Expenses. The Manager shall, out of its own funds, pay all of its general overhead and administrative
expenses.


 




    	 	 	 



     


    

ARTICLE IV.

MANAGER’S
COMPENSATION


 


4.1            Management Fees.


 


		(a)	The Owner shall pay the Manager or any of its Affiliates
property management and leasing fees (the “Management Fees”), on a monthly basis, equal to: (i) with respect
to stand-alone, single-tenant net leased Properties, one and a half percent (1.5%) of Gross Revenues from the Properties managed;
and (ii) with respect to all other types of Properties, two and a half percent (2.5%) of Gross Revenues from the Properties managed,
plus market-based leasing commissions applicable to the geographic location of the Property. Except as otherwise set forth herein,
the Owner shall also reimburse the Manager for any costs and expenses incurred by the Manager in connection with managing the
Properties.



 


		(b)	The Manager may charge a separate fee for the one-time
initial rent-up or leasing-up of newly constructed Properties in an amount not to exceed the fee customarily charged in arm’s
length transactions by others rendering similar services in the same geographic area for similar properties.



 


		(c)	Notwithstanding the foregoing, the Manager may be entitled
to receive higher fees in the event the Manager can demonstrate to the satisfaction of the board of directors of the Company (including
a majority of the Independent Directors) through empirical data that a higher competitive fee is justified for the services rendered
and the type of Property managed. As described in Section 2.6 above, in the event that the Manager properly engages one
or more third parties to perform the services described herein, the fees payable to such parties for such services will be deducted
from the Management Fees, or paid directly by the Manager, at the Manager’s option. The Manager’s compensation under
this Section 4.1 shall apply to all renewals, extensions or expansions of leases which the Manager originally negotiated.



 


4.2            Oversight Fees. If the Owner contracts directly with one or more third parties for the services described in Section
2.3 above, the Owner will pay such third parties customary market fees and shall pay the Manager oversight fees (the “Oversight
Fees”) equal to 1.0% of the Gross Revenues of the particular Property managed by such third parties. In no event shall
the Manager (including any Affiliate of the Manager) be entitled to both Management Fees and Oversight Fees with respect to any
particular Property.


 


4.3            Additional Fees. If the Manager provides services other than those specified herein, the Owner shall pay to the Manager
a monthly fee equal to no more than that which the Owner would pay to a third party that is not an Affiliate of the Owner or the
Manager to provide such services.


 


4.4            Audit Adjustment. If any audit of the records, books or accounts relating to the Properties discloses an overpayment
or underpayment of Management Fees, the Owner or the Manager shall promptly pay to the other party the amount of such overpayment
or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than
the correct Management Fees for such fiscal year, the Manager shall bear the cost of such audit.


 


ARTICLE V.


INSURANCE AND INDEMNIFICATION


 


5.1            Insurance to be Carried.


 


		(a)	The Manager shall obtain and keep in full force and
effect insurance on the Properties against such hazards as the Owner and the Manager shall deem appropriate, but in any event,
insurance sufficient to comply with the leases and the Ownership Agreements shall be maintained. All liability policies shall
provide sufficient insurance satisfactory to both the Owner and the Manager and shall contain waivers of subrogation for the benefit
of the Manager.



 


		(b)	The Manager shall obtain and keep in full force and
effect, in accordance with the laws of the state in which each Property is located, employer’s liability insurance applicable
to and covering all employees of the Manager at the Properties and all persons engaged in the performance of any work required
hereunder, and the Manager shall furnish the Owner certificates of insurers naming the Owner as a co- insured and evidencing that
such insurance is in effect. If any of the Manager’s duties hereunder are





    	 	 	 



     


    

subcontracted
as permitted under Section 2.6, the Manager shall include in each subcontract a provision that the subcontractor shall
also furnish the Owner with such a certificate.


 


5.2            Cooperation with Insurers. The Manager shall cooperate with and provide reasonable access to the Properties to representatives
of insurance companies and insurance brokers or agents with respect to insurance which is in effect or for which application has
been made. The Manager shall use its best efforts to comply with all requirements of insurers.


 


5.3            Accidents and Claims. The Manager shall promptly investigate and report in detail to the Owner all accidents, claims
for damage relating to the ownership, operation or maintenance of the Properties, and any damage or destruction to the Properties
and the estimated costs of repair thereof, and shall prepare for approval by the Owner all reports required by an insurance company
in connection with any such accident, claim, damage, or destruction. Such reports shall be given to the Owner promptly and any
report not so given within ten (10) days after the occurrence of any such accident, claim, damage or destruction shall be noted
in the report delivered to the Owner pursuant to Section 2.5(b). The Manager is authorized to settle any claim against an
insurance company arising out of any policy and, in connection with such claim, to execute proofs of loss and adjustments of loss
and to collect and provide receipts for loss proceeds.


 


5.4            Indemnification. The Manager shall hold the Owner harmless from and indemnify and defend the Owner against any and
all claims or liability for any injury or damage to any person or property whatsoever for which the Manager is responsible occurring
in, on, or about the Properties, including, without limitation, the Improvements when such injury or damage is caused by the negligence
or misconduct of the Manager, its agents, servants, or employees, except to the extent that the Owner recovers insurance proceeds
with respect to such matter. The Owner will indemnify and hold the Manager harmless against all liability for injury to persons
and damage to property caused by the Owner’s negligence and which did not result from the negligence or misconduct of the
Manager, except to the extent the Manager recovers insurance proceeds with respect to such matter.


 


ARTICLE VI.

TERM; TERMINATION


 


6.1            Term. This Management Agreement shall commence on the date first above written and shall continue until terminated
in accordance with the earliest to occur of the following:


 


		(a)	Two years from the date of the commencement of the
term hereof unless any party gives written notice to the other parties of its intention to terminate this Management Agreement
at least ninety (90) days prior to the end of the initial two year term. If no party gives such written notice ninety (90) days
prior to the end of the initial two year term, this Management Agreement will be automatically extended for an unlimited number
of successive one year terms at the end of each year unless any party gives ninety (90) days’ prior written notice to the
other parties of its intention not to renew this Management Agreement;



 


		(b)	Immediately upon the occurrence of any of the following:



 


(i)                
A decree or order is rendered by a court having jurisdiction (A) adjudging the Manager as bankrupt or insolvent, (B) approving
as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Manager under
the federal bankruptcy laws or any similar applicable law or practice, or (C) appointing a receiver, liquidator, trustee or assignee
in bankruptcy or insolvency of the Manager or a substantial part of the Manager’s assets, or for the winding up or liquidation
of its affairs, or


 


(ii)              
The Manager (A) voluntarily institutes proceedings to be adjudicated bankrupt or insolvent, (B) consents to the filing of
a bankruptcy proceeding against it, (C) files a petition, answer or consent seeking reorganization, readjustment, arrangement,
composition or relief under any similar applicable law or practice, (D) consents to the filing of any such petition, or to the
appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency for it or for a substantial part of its
assets, (E) makes an assignment for the benefit of creditors, (F) is unable to or admits in writing its inability to pay its debts
generally as they become due, unless such inability shall be the fault of the Owner, or (G) takes corporate or other action in
furtherance of any of the aforesaid purposes; and


 


		(c)	Upon written notice from the Owner in the event that
the Manager commits an act of gross





    	 	 	 



     


    

negligence
or willful misconduct in the performance of its duties hereunder.


 


Upon termination, the obligations
of the parties hereto shall cease; provided, however; that the Manager shall comply with the provisions hereof applicable
in the event of termination and shall be entitled to receive all compensation which may be due to the Manager hereunder up to the
date of such termination; provided, further, however; that if this Management Agreement terminates pursuant
to clauses (b) or (c) of this Section 6.1, the Owner shall have other remedies as may be available at law or in equity.


 


6.2            Manager’s Obligations after Termination. Upon the termination of this Management Agreement, the Manager shall
have the following duties:


 


		(a)	The Manager shall deliver to the Owner, or its designee,
all books and records with respect to the Properties.



 


		(b)	The Manager shall transfer and assign to the Owner,
or its designee, all service contracts and personal property relating to or used in the operation and maintenance of the Properties,
except personal property paid for and owned by the Manager. Manager shall also, for a period of sixty (60) days immediately following
the date of such termination, make itself available to consult with and advise the Owner, or its designee, regarding the operation,
maintenance and leasing of the Properties.



 


		(c)	The Manager shall render to the Owner an accounting
of all funds of the Owner in its possession and shall deliver to the Owner a statement of Management Fees claimed to be due the
Manager and shall cause funds of the Owner held by the Manager relating to the Properties to be paid to the Owner or its designee.



 


		(d)	The Manager shall cooperate with the Owner to provide
an orderly transition of the Manager’s duties hereunder.



 


ARTICLE
VII.

MISCELLANEOUS


 


7.1            Notices. All notices, approvals, consents and other communications hereunder shall be in writing, and, except when
receipt is required to start the running of a period of time, shall be deemed given when delivered in person or on the fifth (5th)
day after its mailing by either party by registered or certified United States mail, postage prepaid and return receipt requested,
to the other party, at the addresses set forth after their respect name below or at such different addresses as either party shall
have theretofore advised the other party in writing in accordance with this Section 7.1.


 


		To the Owner:	Healthcare Trust, Inc.



405 Park
Avenue New York, NY 10022


Attention:
Chief Executive Officer and


Chief
Financial Officer


 


with a copy to:


 


Healthcare Trust Operating Partnership, L.P.


405 Park Avenue New York, NY 10022


Attention: Chief Executive Officer and


Chief Financial Officer


 


and:


 


Proskauer Rose LLP Eleven Times Square


New York, New York 10036




    	 	 	 



     


    

Attention: Peter M. Fass, Esq.


 


		To the Manager:	Healthcare Trust Properties, LLC



405 Park Avenue


New York, NY 10022


Attention: Edward M. Weil, Jr.


 


with a copy to:


 


Paul, Weiss, Rifkind, Wharton & Garrison
LLP 1285 Avenue of the Americas


New York, New York 10019

Attention: Jeffrey
D. Marell, Esq.


 


7.2            Governing Law. This Management Agreement 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.


 


7.3            Assignment. This Management Agreement may be assigned by the Manager (a) to an Affiliate of the Manager, or (b) to
any party with expertise in commercial real estate and which has, together with its Affiliates, over $100 million of assets under
management. Any assignee of the Manager shall be bound hereunder to the same extent as the Manager. This Agreement shall not be
assigned by the Owner without the written consent of the Manager, except to a Person which is a successor to such Owner. Such successor
shall be bound hereunder to the same extent as such Owner. Notwithstanding anything to the contrary contained herein, the economic
rights of the Manager hereunder, including the right to receive all compensation hereunder, may be sold, transferred or assigned
by the Manager without the consent of the Owner.


 


7.4            No Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege
under this Management Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall
any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrences. No waiver shall be effective unless it is in writing and is signed by
the party asserted to have granted such waiver.


 


7.5            Amendments. This Management Agreement may be amended only by an instrument in writing signed by the party against
whom enforcement of the amendment is sought.


 


7.6            Headings. The headings of the various subdivisions of this Management Agreement are for reference only and shall
not define or limit any of the terms or provisions hereof.


 


7.7            Counterparts. This Management Agreement may be executed (including by facsimile transmission) with counterpart signature
pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears
thereon, and all of which shall together constitute one and the same instrument.


 


7.8            Entire Agreement. This Management Agreement contains the entire agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.


 


7.9            Disputes. If there shall be a dispute between the Owner and the Manager relating to this Management Agreement resulting
in litigation, the prevailing party in such litigation shall be entitled to recover from the other party to such litigation such
amount as the court shall fix as reasonable attorneys’ fees.


 


7.10            Activities of the Manager. The obligations of the Manager pursuant to the terms and provisions of this Management
Agreement shall not be construed to preclude the Manager from engaging in other activities or business ventures, whether or not
such other activities or ventures are in competition with the Owner or the business of the Owner.


 


7.11            Independent Contractor. The Manager and the Owner shall not be construed as joint venturers or partners of each other
pursuant to this Management Agreement, and neither party shall have the power to bind or obligate the




    	 	 	 



     


    

other except as set forth herein. In all respects,
the status of the Manager to the Owner under this Management Agreement is that of an independent contractor.


 


7.12            Pronouns and Plurals. Whenever the context may require, any pronoun used in this Management Agreement shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa.


 


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IN WITNESS WHEREOF, the parties
have executed this Management Agreement as of the date first above written.


 





	 	HEALTHCARE TRUST, INC.	 
	 	 	 
	 	 	 
	 	By: 	/s/ Katie P. Kurtz	 
	 	 	Name:  Katie P. Kurtz

Title: Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P.	 
	 	 	 	 
	 	By:	Healthcare Trust, Inc. its General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Katie P. Kurtz	 
	 	 	Name:  Katie P. Kurtz

Title: Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	HEALTHCARE TRUST PROPERTIES, LLC	 
	 	 	 	 
	 	By:	Healthcare Trust Special Limited Partnership, LLC, its sole member	 
	 	 	 	 
	 	By:	American Realty Capital VII, LLC, its sole member	 
	 	 	 	 
	 	By:	AR Capital, LLC, it sole member	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Edward M. Weil, Jr.	 
	 	 	Name:  Edward M. Weil, Jr.

Title: Chief Executive Officer