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.


 





	 	COMPANY:	 
	 	 	 	 
	 	HEALTHCARE TRUST, INC.,	 
	 	a Maryland corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Katie P. Kurtz	 
	 	 	Name:  Katie P. Kurtz	 
	 	 	Title:    CFO	 
	 	 	 	 
	 	OP:	 
	 	 	 	 
	 	HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P.,	 
	 	a Delaware limited partnership	 
	 	 	 	 
	 	By:	Healthcare Trust, Inc., its general partner	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Katie P. Kurtz	 
	 	 	Name:  Katie P. Kurtz	 
	 	 	Title:    CFO	 
	 	 	 	 
	 	PROPERTY MANAGER:	 
	 	 	 	 
	 	HEALTHCARE TRUST PROPERTIES, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Anderson	 
	 	 	Name:  Michael Anderson	 
	 	 	Title:    Authorized Signatory	 



 



    	 



     


    


 


SCHEDULE 1


 


	Subsidiary
	ARHC FMWEDAL01, LLC
	ARHC AHJACOH01, LLC
	ARHC OCWMNLA01, LLC
	ARHC CMLITCO01, LLC
	ARHC OLOLNIL01, LLC
	ARHC SCTEMTX01, LLC
	ARHC GHGVLSC01, LLC
	ARHC AMGLNAZ01, LLC
	ARHC CSDOUGA01, LLC
	ARHC VCSTOGA01, LLC
	ARHC SFSTOGA01, LLC
	ARHC BGBOWMD01, LLC
	ARHC SCBTHNY01, LLC
	ARHC SCBTHNY02, LLC
	ARHC PMCPKNY01, LLC
	ARHC BCKNGNY01, LLC
	ARHC MCNWDNY01, LLC
	ARHC CCSCNNY01, LLC
	ARHC CAROCMI01, LLC
	ARHC CAROCMI02, LLC
	ARHC BMBWNIL01, LLC
	ARHC CSCLWFL01, LLC
	ARHC SAVENFL01, LLC
	ARHC LPELKCA01, LLC
	ARHC UCELKCA01, LLC
	ARHC BPBUFMO01, LLC
	ARHC CHCASMO01, LLC
	ARHC GYHSVMO01, LLC
	ARHC BSHUMMO01, LLC
	ARHC CALEWMO01, LLC
	ARHC MCMSHMO01, LLC
	ARHC GGPOTMO01, LLC
	ARHC EMRAYMO01, LLC
	ARHC HBTPAFL01, LLC
	ARHC HBTPAFL01 TRS, LLC
	ARHC ARCLRMI01, LLC
	ARHC ARCLRMI01 TRS, LLC
	ARHC SFFLDIA01, LLC



 






    	 



     


    

 


	ARHC SMMDSIA01, LLC
	ARHC SPPLSIA01, LLC
	ARHC PHCRPIA01, LLC
	ARHC PHTIPIA01, LLC
	ARHC PSINDIA01, LLC
	ARHC PHOTTIA01, LLC
	ARHC SBBURIA01 TRS, LLC
	ARHC SCCRLIA01 TRS, LLC
	ARHC SFFLDIA01 TRS, LLC
	ARHC SMMDSIA01 TRS, LLC
	ARHC SPPLSIA01 TRS, LLC
	ARHC SMMTEIA01 TRS, LLC
	ARHC PHCRPIA01 TRS, LLC
	ARHC PHCTNIA01 TRS, LLC
	ARHC PHDESIA01 TRS, LLC
	ARHC PHTIPIA01 TRS, LLC
	ARHC PSINDIA01 TRS, LLC
	ARHC PHOTTIA01 TRS, LLC
	ARHC CSKENMI01, LLC
	ARHC GOFENMI01, LLC
	ARHC LCDIXIL01, LLC
	ARHC PCPLSMI01, LLC
	ARHC PCCHEMI01, LLC
	ARHC PPDWTMI01, LLC
	ARHC PPCLRMI01, LLC
	ARHC PPGBLMI01, LLC
	ARHC PWHLTMI01, LLC
	ARHC ATROCIL01, LLC
	ARHC WWWYGMI01, LLC
	ARHC WWGDRMI01, LLC
	ARHC AMGLNAZ02, LLC
	ARHC CCCGRMO01, LLC
	ARHC BRHBGPA01, LLC
	ARHC CHHBGPA01, LLC
	ARHC FOMBGPA01, LLC
	ARHC LMHBGPA01, LLC
	ARHC BLHBGPA01, LLC
	ARHC MSHBGPA01, LLC
	ARHC DVMERID01, LLC
	ARHC DVMERID01, TRS, LLC
	ARHC ALALPGA01, LLC



 






    	 



     


    

 


	ARHC BWBRUGA01, LLC
	ARHC DBDUBGA01, LLC
	ARHC JCCRKGA01, LLC
	ARHC RWROSGA01, LLC
	ARHC PVVLGKS01, LLC
	ARHC LSSMTMO01, LLC
	ARHC SCKCYMO01, LLC
	ARHC TVTITFL01 TRS, LLC
	ARHC ALALPGA01 TRS, LLC
	ARHC BWBRUGA01 TRS, LLC
	ARHC DBDUBGA01 TRS, LLC
	ARHC JCCRKGA01 TRS, LLC
	ARHC RWROSGA01 TRS, LLC
	ARHC PVVLGKS01 TRS, LLC
	ARHC LSSMTMO01 TRS, LLC
	ARHC SCKCYMO01 TRS, LLC
	ARHC ALJUPFL01, LLC
	ARHC ALSPGFL01, LLC
	ARHC LDSPGFL01, LLC
	ARHC ALSTUFL01, LLC
	ARHC ALTSPFL01, LLC
	ARHC ALELIKY01, LLC
	ARHC ALJUPFL01 TRS, LLC
	ARHC ALSPGFL01 TRS, LLC
	ARHC ALSTUFL01 TRS, LLC
	ARHC ALTSPFL01 TRS, LLC
	ARHC ALELIKY01 TRS, LLC
	ARHC GMCLKTN01, LLC
	ARHC NVLTZFL01, LLC
	ARHC NVWELFL01, LLC
	ARHC FMMUNIN01, LLC
	ARHC FMMUNIN02, LLC
	ARHC FMMUNIN03, LLC
	ARHC DFDYRIN01, LLC
	ARHC SFSCHIN01, LLC
	ARHC MVMVNWA01, LLC
	ARHC MBAGHCA01, LLC
	ARHC MBAGHCA01 TRS, LLC
	ARHC HRHAMVA01, LLC
	ARHC CPHAMVA01 LLC
	ARHC WHWCHPA01, LLC



 






    	 



     


    

 


	ARHC WHWCHPA01 TRS, LLC
	ARHC ESMEMTN01, LLC
	ARHC WGWCHIL01, LLC
	ARHC PCSHVMS01, LLC
	ARHC PVPHXAZ01, LLC
	ARHC VSMCKTX01, LLC
	ARHC CHSGDIL01, LLC
	ARHC CHPTNIL01, LLC
	ARHC MTMTNIL01, LLC
	ARHC MVMTNIL01, LLC
	ARHC RHMARIL01, LLC
	ARHC HHPEOIL01, LLC
	ARHC RHMESAZ01, LLC
	ARHC RHSUNAZ01, LLC
	ARHC AHGBYWI01, LLC
	ARHC AHGVLWI01, LLC
	ARHC AHPLYWI01, LLC
	ARHC AHWTFWI01, LLC
	ARHC AHWTMWI01, LLC
	ARHC AHKIEWI01, LLC
	ARHC AVBURWI01, LLC
	ARHC AORMDVA01, LLC
	ARHC PVGYRAZ01, LLC
	ARHC PPHRNTN01, LLC
	ARHC AHHFDCA01, LLC
	ARHC PRPEOAZ05 TRS, LLC
	ARHC PRPEOAZ01, LLC
	ARHC PRPEOAZ02, LLC
	ARHC PRPEOAZ03, LLC
	ARHC PRPEOAZ04, LLC
	ARHC MRMRWGA01, LLC
	ARHC BMLKWCO01, LLC
	ARHC APNVLMI01, LLC
	ARHC APNVLMI01 TRS, LLC
	ARHC PMPEOAZ01, LLC
	ARHC LMPLNTX01, LLC
	ARHC CMCNRTX01, LLC
	ARHC SCVSTCA01, LLC
	ARHC NVJUPFL01, LLC
	ARHC OPBROOR01, LLC
	ARHC OPBROOR01 TRS, LLC



 






    	 



     


    

 


	ARHC RWCUDWI01, LLC
	ARHC ECMCYNC01 LLC
	ARHC ECCPTNC01, LLC
	ARHC ECGVLSC01, LLC
	ARHC SMERIPA01, LLC
	ARHC SLKLAOR01, LLC
	ARHC CFGREOR01, LLC
	ARHC CFGREOR01 TRS, LLC
	ARHC PHNLXIL01, LLC
	ARHC MMTCTTX01, LLC
	ARHC RPATLGA01 TRS, LLC
	ARHC FRBRYAR01, LLC
	ARHC FRLTRAR01, LLC
	ARHC FRNLRAR01, LLC
	ARHC FRBRYAR01 TRS, LLC
	ARHC FRLTRAR01 TRS, LLC
	ARHC FRNLRAR01 TRS, LLC
	ARHC Fox Ridge MT, LLC
	ARHC ALCLKTX01, LLC
	ARHC ALCFBTX01, LLC
	ARHC ALMEYTX01, LLC
	ARHC ALWOOTX01, LLC
	ARHC SBBURIA01, LLC (f/k/a ARHC CO BORROWER 1, LLC)
	ARHC PHDESIA01, LLC (f/k/a ARHC CO BORROWER 2, LLC)
	ARHC RPATLGA01, LLC (f/k/a ARHC CO BORROWER 3, LLC)
	ARHC TVTITFL01, LLC (f/k/a ARHC CO BORROWER 4, LLC)
	ARHC BMBUCMI01, LLC (f/k/a ARHC CO Borrower 5, LLC)
	ARHC CWEVAGA01, LLC (f/k/a ARHC CO Borrower 6, LLC)
	ARHC LVHLDMI01, LLC (f/k/a ARHC CO Borrower 7, LLC)
	ARHC PHCTNIA01, LLC (f/k/a ARHC CO Borrower 8, LLC)
	ARHC SCCRLIA01, LLC (f/k/a ARHC CO Borrower 9, LLC)
	ARHC SMMTEIA01, LLC (f/k/a ARHC CO Borrower 10, LLC)
	ARHC CO BORROWER 11, LLC
	ARHC CO BORROWER 12, LLC
	ARHC CO BORROWER 13, LLC
	ARHC CO BORROWER 14, LLC
	ARHC CO BORROWER 15, LLC
	ARHC HDLANCA01, LLC
	LEISURE LIVING MANAGEMENT OF BUCHANAN, LLC
	LIFEHOUSE – CRYSTAL MANOR OPERATIONS, LLC
	LIFEHOUSE – GOLDEN ACRES OPERATIONS, LLC



 






    	 



     


    

 


	LIFEHOUSE MT. PLEASANT OPERATIONS, LLC
	LIFEHOUSE PRESTIGE COMMONS OPERATIONS, LLC
	LIFEHOUSE CLARE OPERATIONS, LLC
	LIFEHOUSE GRAND BLANC OPERATIONS, LLC
	LIFEHOUSE PRESTIGE WAY OPERATIONS, LLC
	LIFEHOUSE – WALDON WOODS OPERATIONS, LLC
	LEISURE LIVING MANAGEMENT OF HOLLAND, INC.
	LEISURE LIVING MANAGEMENT OF LANSING, INC.
	LEISURE LIVING MANAGEMENT OF GRAND RAPIDS, INC.
	ARHC NHCANGA01, LLC
	ARHC WMBRPMI01, LLC
	ARHC CWEVAGA01 TRS, LLC
	ARHC KB BORROWER 1, LLC
	ARHC KB BORROWER 2, LLC
	ARHC KB BORROWER 3, LLC
	ARHC KB BORROWER 4, LLC
	ARHC KB BORROWER 5, LLC
	ARHC KB BORROWER 6, LLC
	ARHC KB BORROWER 7, LLC
	ARHC KB BORROWER 8, LLC
	ARHC KB BORROWER 9, LLC
	ARHC KB BORROWER 10, LLC
	ARHC KB BORROWER 11, LLC
	ARHC KB BORROWER 12, LLC
	ARHC KB BORROWER 13, LLC
	ARHC KB BORROWER 14, LLC
	ARHC KB BORROWER 15, LLC
	ARHC ATROCIL01 TRS, LLC
	ARHC LCDIXIL01 TRS, LLC
	ARHC AVBURWI01 TRS, LLC
	ARHC RWCUDWI01 TRS, LLC
	ARHC NVLTZFL01 TRS, LLC
	ARHC DDLARFL01, LLC
	ARHC DDHUDFL01, LLC
	ARHC RACLWFL01, LLC
	ARHC RMRWLTX01, LLC
	ARHC DMDCRGA01, LLC
	ARHC MHCLVOH01, LLC
	ARHC PPLVLGA01, LLC
	ARHC CHCOLIL01, LLC
	ARHC CHCOLIL01 TRS, LLC



 






    	 



     


    

 


	ARHC CCGBGIL01, LLC
	ARHC VAGBGIL01, LLC
	ARHC ACRICKY01, LLC
	ARHC WLWBYMN01, LLC
	ARHC GFGBTAZ01, LLC
	ARHC LMFMYFL01, LLC
	ARHC BMWRNMI01, LLC
	ARHC MMJLTIL01, LLC
	ARHC UPMUSIA01, LLC
	ARHC UPMOLIL01, LLC
	ARHC TCHOUTX01, LLC
	ARHC PPDWTMI01, LLC
	ARHC HCTMPFL01, LLC
	ARHC WCWCHFL01, LLC
	ARHC TPTMPFL01, LLC
	ARHC SSTMPFL01, LLC