May 18, 2021

EXHIBIT 10.5

May 18, 2021

Xxxx Realty Trust, Inc.

Two Urban Center

0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000

Xxxxx, Xxxxxxx 00000

Attn: Xxx X. Xxxxx, Chief Financial Officer

Re:    Term Loan Agreement dated as of August 7, 2019, among Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.) (“Borrower”), KeyBank National Association, as Agent (“Agent”), and the lenders from time to time a party thereto, as amended by that certain First Amendment to Term Loan Agreement dated as of October 3, 2019 and that certain Second Amendment to Term Loan Agreement dated as of July 10, 2020 (collectively the “Credit Agreement”)

Ladies and Gentlemen:

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

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(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.

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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.

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AGENT AND THE LENDERS:

KEYBANK NATIONAL ASSOCIATION, individually and as Agent

By: /s/ Xxxxxxx Xxxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxxx

Title: Vice President

BBVA USA, an Alabama banking corporation f/k/a Compass Bank

By:

Name:

Title:

CAPITAL ONE, NATIONAL ASSOCIATION

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Authorized Signatory

TRUIST BANK, f/k/a Suntrust Bank

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director

BMO XXXXXX BANK, N.A.

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Managing Director

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

FIFTH THIRD BANK, NATIONAL ASSOCIATION, formerly Fifth Third Bank

By:

Name:

Title:

XXXXXXX XXXXXXX BANK

By: /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Senior Vice President

SYNOVUS BANK

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Corporate Banker

CADENCE BANK, N.A.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President

TEXAS CAPITAL BANK, N.A.

By: /s/ Xxxxx Xxxxxx    

Name: Xxxxx Xxxxxx    

Title: Senior Vice President    

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

VALLEY NATIONAL BANK, a national banking association

By: /s/ J. Xxxxx Xxxxxx    

Name: J. Xxxxx Xxxxxx    

Title: Senior Vice President    

WOODFOREST NATIONAL BANK, a national banking association

By:

Name:

Title:

FIRST HORIZON BANK

By:

Name:

Title:

EASTERN BANK

By: /s/ Xxxxx X. Xxxx    

Name: Xxxxx X. Xxxx    

Title: Senior Vice President    

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

RENASANT BANK

By: /s/ Xxxxx Xxxxxxxx    

Name: Xxxxx Xxxxxxxx    

Title: EVP    

PROVIDENCE BANK, dba PREMIER BANK TEXAS

By:

Name:

Title:

AMERICAN MOMENTUM BANK

By:

Name:

Title:

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

BORROWER:

XXXX REALTY TRUST, INC. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation

By: /s/ Xxx X. Xxxxx        
Name:    Xxx X. Xxxxx

Title:    Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

GUARANTORS:

XXXX REALTY OPERATING PARTNERSHIP, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.),
a Maryland corporation, its general partner

By: /s/ Xxx X. Xxxxx    

Name: Xxx X. Xxxxx

Title:     Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

XX-00000 XXXXXXXXX XXXXX, XXX,

XXXX-0000 XXXXX AVENUE, LLC,

HEALTH CARE XX-000 XXXXXXXX XXXXXXXXX, XXX,

XXXX-000 YORK STREET, LLC,

XXXX-0000 XXXX XXXXX XXXXXX, XXX,

XXXX-0000 INDIAN CREEK PARKWAY, LLC,

DCII-505 X. XXXXXXX STREET, LLC,

XXXX-00 XXXXXXXX XXXXX, XXX,

XXXX-000 EAST MEDICAL CENTER BLVD., LLC,

HCII-15 ENTERPRISE DRIVE, LLC,

XXXX-00 XXXXXXXX XXXXXXXXX, XXX,

XXXX-000 FIRST PARK DRIVE, LLC,

XXXX-0000 XXXXXXX XXXXX, XXX,

XXXX-000 XXXXXXX XXXXXX XXXX XXXX, XXX,

XXXX-0000 CENTURY BOULEVARD, LLC,

XXXX-000 XXXXXXXX XXXXX, XXX,

XXXX-0000-0000 XXXXX ROAD, LLC,

XXXX-0000 XXXXXXX XXXXX, XXX,

XXXX-0000 PAPILLION PARKWAY, LLC,

HCII-HERITAGE PARK, LLC,

HCII-HPI HEALTHCARE PORTFOLIO, LLC,

HCII-750 12TH AVENUE, LLC,

DCII-700 AUSTIN AVENUE, LLC,

HCII XXX-0000 XX 00XX XXXXXX, LLC,

HCII HPI-1616 X. XXXXX AVENUE, LLC,

HCII XXX-0000 00XX XXXXXX, XXX,

HCII HPI-300 NW 32ND STREET, LLC,

HCII XXX-0000 XX 00XX XXXXXX, LLC, and

HCII XXX-0000 XX 00XX XXXXXX, LLC,

each a Delaware limited liability company

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.),
a Maryland corporation, its general partner

By: /s/ Xxx X. Xxxxx    

Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer

    (SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

XXXX-0000 XXXXXXXX XXXXX, XXX,

XXXX-0000 XXXX XXXXXXXXX BOULEVARD, LLC,

XXXX-000 XXXXXX XXXXX, XXX,

XXXX-00000 NORTH PORTLAND AVENUE, LLC,

DCII-400 MINUTEMAN ROAD, LLC,

DCII-2601 W. BROADWAY ROAD, LLC,

C&Y PARTNERS, LLC,

DCII-1501 OPUS PLACE, LLC,

DCII-10309 XXXXXX BLVD., LLC,

XXXX-0000 XXXXX XXXXXX, XXX,

XXXX-0000 CROSSBEAM DRIVE, LLC,

XXXX-0000 XXXXX XXXX, XXX,

XXXX-0000 GOVERNORS HILL DRIVE, LLC,

XXXX-0000 XXXXX XXXX XX, XXX,

XXXX-0000 XX XXXXXXXX HILL ROAD, LLC,

DCII-2005 EAST TECHNOLOGY CIRCLE, LLC,

XXXX-0000 X. XXXXXXXXXX XXXXXX, XXX,

XXXXX-XXX-00000 SUN CENTER DRIVE, LLC,

DCPII-SAC-3065 GOLD CAMP DRIVE, LLC,

DCII-4121 XXXXXXXXX XXXXXX XXXXX, XXX,

XXXX-0000 WEST HEBRON PARKWAY, LLC,

HCII-455 PARK GROVE DRIVE, LLC,

XXXX-000 XXXXXX XXX, XXX,

XXXX-0000 4TH STREET, LLC,

XXXX-000 X. XXXXXX XXXXXX XXXXXX, XXX,

XXXX-0000 HILLS AND DALES ROAD NW, LLC,

XXXX-0&0 XXXXXXX XXXX XXXXX, XXX,

XXXX-0000 NORTH MAIN STREET, LLC,

XXXX-000 XXXXXXXX XXX XXXXXX, XXX,

XXXX-00000 X-00 XXXXXXXX XXXX, XXX,

XXXX-0000 AND 0000 XXXXX XXX XXXXXX, XXX,

XXXX-00000 UNIVERSITY AVENUE, LLC,

HCII-NORTH DURANGO DRIVE, LLC,

HCII-7375 CYPRESS GARDENS BOULEVARD, LLC

HCII-718 XXXXXXXXX STREET, LLC, and

HCII-3412 MARKET PLACE AVENUE, LLC,

each a Delaware limited liability company

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.),
a Maryland corporation, its general partner

By: /s/ Xxx X. Xxxxx    

Name: Xxx X. Xxxxx Title: Chief Financial Officer and Treasurer

(SEAL)

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 0000]

XXXX-00 XXXXXXXX XXXXX XX, LP, a Delaware limited partnership

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

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

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

By: /s/ Xxx X. Xxxxx                
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and     Treasurer

(SEAL)

XXXX-0000 XXXXXXX XXXXXXXXX XX, LP, a Delaware limited partnership

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

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

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

By: /s/ Xxx X. Xxxxx                
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and     Treasurer

(SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 0000]

XXXX-000 XXXXXXXX XXXXXXXXX, LP, a Delaware limited partnership

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

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

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

By: /s/ Xxx X. Xxxxx                
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and     Treasurer

(SEAL)

XXXX-0000 XXXXXXXXX XX., LP, a Delaware limited partnership

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

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

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

By: /s/ Xxx X. Xxxxx                
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and     Treasurer

(SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

XXXX OPERATING PARTNERSHIP, LP (formerly known as Xxxxxx/Validus Operating Partnership, LP), a Delaware limited partnership

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, its general partner

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx            
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

XXXX REIT, LLC (formerly known as Xxxxxx Validus Mission Critical REIT II, LLC), a Maryland limited liability company

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx            
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

XX-0000 X XXXXXXX XXXXXX XX, LLC
XX-0000 XXXXX XXXXXX, LLC
XX-0000 X. XXXXXXXX XXXXX, LLC
HC-2257 XXXXXX DRIVE, LLC
HC-239 S. MOUNTAIN BOULEVARD MANAGEMENT, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
HC-17322 RED OAK DRIVE, LLC
XX-00000 XXXXX XXXXXXX 000, LLC

HC-5330L N. LOOP 1604 WEST, LLC

HC-760 OFFICE PARKWAY, LLC

XX-0000 XXXXXXXX XXXXXX, LLC

XX-00000 XXXXX XXXXXX XXXXX, XXX

XX-0000 MEDICAL DRIVE, LLC
XX-0000 XXXXXXX XXXXX, LLC
XX-00000 XXXXX XXXXXXX XXXX, LLC

HCP-SELECT MEDICAL, LLC, and
HC-1101 XXXXXXX XXXXXX ROAD, LLC

each a Delaware limited liability company

By:    Xxxx Operating Partnership, LP (formerly known as Xxxxxx/Validus Operating Partnership, LP), a Delaware limited partnership, their sole member

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, its general partner

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx            
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

HC-116 XXXXX XXXXXXX HIGHWAY, LLC
HCP-DERMATOLOGY ASSOCIATES, LLC
XX-000 XXXX 00XX XXXXXX, LLC
HCP-RTS, LLC,
HCP-XXX WARM SPRINGS, LLC,
XX-000 XXXXXXX XXXXXX, XXX,
XX-0000 X. XXXXXX AVENUE, LLC, and
HC-4810 N. LOOP 289, LLC,

each a Delaware limited liability company

By:        Xxxx Operating Partnership, LP (formerly known as Xxxxxx/Validus Operating Partnership, LP), a Delaware limited partnership, their sole member

By:     Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, its general partner

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx            
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

HC-239 S. MOUNTAIN BOULEVARD, LP, a Delaware limited partnership

By:    HC-239 S. Mountain Boulevard Management, LLC, a Delaware limited liability company, its sole general partner

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

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, its general partner

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx        
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

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

By:    XX-0000 Xxxx Xxxx Xxxxxxxxx, XXX, a Delaware limited liability company, its general partner

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

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, its general partner

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx        
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Consent Letter (Term Loan Agreement) - 2021]

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

By:    XX-0000 Xxxx Xxxx Xxxxxxxxx, XXX, a Delaware limited liability company, its general partner

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

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, its general partner

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx        
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Realty Consent Letter (Term Loan Agreement) - 2021]

XX-00-000 XXXXX XXXX, XXX
XX-00000 XXX XXXX DRIVE, LLC
HC-5829 29 PALMS HIGHWAY, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-000 XXXXXXXX XXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXX XXXX XXXXX, XX, LLC
XX-0000 XXXXXXXXXX XX. E., LLC
XX-0000 XXX XXXXXXXXX, LLC
XX-0000 XX XXXXXXX 00 XXXX, LLC
HC-#2 PHYSICIANS PARK DR., LLC
XX-00 XXXXX XXXXX XXXX, LLC
XX-0000 X. XXXX XXXXXX ROAD, LLC
HC-187 SKYLAR DRIVE, LLC
XX-000 XXXXXXXX XXXXX XXXXX, UNITS A&B, LLC
HC-6310 HEALTH PKWY., UNITS 100 & 200, LLC, each a Delaware limited liability company

By:    HCP-RTS, LLC, a Delaware limited liability company, their sole
member

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

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, its general partner

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx        
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signatures Continued On Next Page]

[Signature Page to Xxxx Realty Consent Letter (Term Loan Agreement) - 2021]

XX-00000 XXXXXXXXX XXXX., XXX
XX-00000 VETERANS AVENUE, LLC
HC-101 XXXXX XXXXXXX DRIVE, LLC
HC-102 MEDICAL DRIVE, LLC, and
HC-1445 HANZ DRIVE, LLC,
each a Delaware limited liability company

By:    HCP-XXX WARM SPRINGS, LLC, a Delaware limited liability company, their sole member

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

By:    Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, its general partner

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its sole member

By: /s/ Xxx X. Xxxxx        
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signature Page to Xxxx Realty Consent Letter (Term Loan Agreement) - 2021]

DCII-11650 GREAT OAKS WAY, LLC
HCII-A 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-B 0000 XXXX XXXXXXXX XXXXXX, LLC

XXXX-0000 XXX XXXXX XXXX, XXX,
XXXX-0000 NORTH LA CHOLLA BOULEVARD, LLC,

XXXX-000 XX XXXXXXXXX XXXXX, XXX,

XXXX-0000 X. XXXXXX XXXXXX XXXX XX. BLVD., LLC, and

HCII-607 X. XXXXXXXXX SPRINGS DRIVE, LLC, each a Delaware limited liability company

By:        Xxxx Realty Operating Partnership, LP (formerly known as Xxxxxx Validus Operating Partnership II, LP), a Delaware limited partnership, their sole member

By:    Xxxx Realty Trust, Inc. (formerly known as Xxxxxx Validus Mission Critical REIT II, Inc.), a Maryland corporation, its general partner

By: /s/ Xxx X. Xxxxx            
Name: Xxx X. Xxxxx

Title: Chief Financial Officer and Treasurer

(CORPORATE SEAL)

[Signature Page to Xxxx Realty Consent Letter (Term Loan Agreement) - 2021]