HGR Liquidating Trust Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 7th, 2020 • HGR Liquidating Trust • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _______________, 2020, by and between HGR Liquidating Trust, a Maryland statutory trust (the “Company”), and _________________________ (“Indemnitee”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 3rd, 2009 • Hines Global REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___day of ___, 2009, by and between Hines Global REIT, Inc., a Maryland corporation (the “Company”), and ___(“Indemnitee”).

Contract
Credit Agreement • April 19th, 2012 • Hines Global REIT, Inc. • Real estate investment trusts • Texas

CREDIT AGREEMENT dated as of April 13, 2012 among HINES GLOBAL REIT PROPERTIES LP, The Lenders Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and J.P. MORGAN EUROPE LIMITED, as Administrative Agent for Foreign Currencies and BANK OF AMERICA, N.A., as Syndication Agent and AMEGY BANK NATIONAL ASSOCIATION and BMO HARRIS BANK N.A. and REGIONS BANK, as Co-Documentation Agents J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Bookrunners and Joint Lead Arrangers

HINES GLOBAL REIT, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 15th, 2009 • Hines Global REIT, Inc. • Maryland

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into as of ___, by and between Hines Global REIT, Inc. (the “Company”), a Maryland corporation, and ___ (the “Indemnitee”).

HINES GLOBAL REIT, INC. UP TO 3,500,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT May 19, 2010
Selected Dealer Agreement • May 25th, 2010 • Hines Global REIT, Inc. • Real estate investment trusts

Each of Hines Global REIT, Inc., a Maryland corporation (the “Company”), Hines Real Estate Investments, Inc., a Delaware Corporation (the “Dealer Manager”) and Hines Global REIT Advisors LP, a Texas limited partnership (the “Advisor”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:

HINES GLOBAL REIT, INC. UP TO 3,500,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT March 28, 2013
Dealer Agreement • April 19th, 2013 • Hines Global REIT, Inc. • Real estate investment trusts

Each of Hines Global REIT, Inc., a Maryland corporation (the “Company”), Hines Securities, Inc., a Delaware Corporation (the “Dealer Manager”) and Hines Global REIT Advisors LP, a Texas limited partnership (the “Advisor”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HINES GLOBAL REIT PROPERTIES LP A DELAWARE LIMITED PARTNERSHIP April 2, 2012
Limited Partnership Agreement • August 14th, 2012 • Hines Global REIT, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of the 2nd day of April, 2012, between Hines Global REIT, Inc., as the General Partner, Hines Global REIT Associates Limited Partnership, as a Limited Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

AGREEMENT OF SALE AND PURCHASE BETWEEN
Agreement of Sale and Purchase • March 30th, 2020 • Hines Global REIT, Inc. • Real estate investment trusts • Massachusetts

THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is entered into and effective for all purposes as of December 9, 2019 (the “Effective Date”), by and between HINES GLOBAL REIT RIVERSIDE CENTER LLC, a Delaware limited liability company (“Seller”), and ARE-MA REGION NO. 76, LLC, a Delaware limited liability company (“Purchaser”).

ADVISORY AGREEMENT Among HINES GLOBAL REIT ADVISORS LP, HINES GLOBAL REIT PROPERTIES LP, and HINES GLOBAL REIT, INC. August 3, 2009
Advisory Agreement • August 3rd, 2009 • Hines Global REIT, Inc. • Real estate investment trusts • Texas

This Advisory Agreement, dated as of August 3, 2009 is among Hines Global REIT Advisors LP, a Texas limited partnership, Hines Global REIT Properties LP, a Delaware limited partnership, and Hines Global REIT, Inc., a Maryland corporation (the “Agreement”).

FORM OF RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • March 30th, 2018 • Hines Global REIT, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), made as __________, 20___, is by and between Hines Global REIT, Inc., a Maryland corporation (the “Company”), and ___________ , an independent director of the Company (the “Director”).

AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • March 31st, 2022 • HGR Liquidating Trust • Real estate investment trusts

THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is entered into and effective for all purposes as of December 23, 2021 (the “Effective Date”), by and among GALLERIA SHOPPING CENTER, LLC, a Minnesota limited liability company (“Owner LLC”) and GALLERIA PARKING RAMP, a Minnesota limited liability company (“Garage LLC” and together with Owner LLC, the “Sellers,” and, each individually, a “Seller”), and 70th STREET PROPERTIES, LLC, a Minnesota limited liability company (“Purchaser”).

HINES GLOBAL REIT, INC. Up to 352,631,579 Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT
Hines Global REIT, Inc. • August 3rd, 2009 • Real estate investment trusts • Texas

Hines Real Estate Investments, Inc., as the dealer manager (“Dealer Manager”) for Hines Global REIT, Inc. (the “Company”), a Maryland corporation, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms:

HINES GLOBAL REIT, INC. Up to 352,631,579 Shares of Common Stock DEALER MANAGER AGREEMENT August 3, 2009
Hines Global REIT, Inc. • August 3rd, 2009 • Real estate investment trusts • Texas

Hines Global REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 352,631,579 shares (the “Shares”) of its common stock, $.001 par value per share (the “Offering”), to be issued and sold for an aggregate purchase price of $3,500,000,000 (300,000,000 to be offered pursuant to the Company’s primary offering at a purchase price of $10.00 per Share and 52,631,579 Shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of $9.50 per Share). However, the Company is entitled to reallocate Shares between the primary offering and the offering pursuant to the distribution reinvestment plan. The minimum purchase by any one person shall be 250 Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Hines Real Estate Investments, Inc. (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into Selected Dealer Agreements in the form attached to t

LIMITED PARTNERSHIP AGREEMENT OF HINES GLOBAL REIT PROPERTIES LP A DELAWARE LIMITED PARTNERSHIP August 3, 2009
Limited Partnership Agreement • August 3rd, 2009 • Hines Global REIT, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into this 3rd day of August 2009, between Hines Global REIT, Inc., as the General Partner, Hines Global REIT Associates Limited Partnership, as a Limited Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Contract of Sale - 818 Bourke Street, Docklands
Agreement • March 28th, 2019 • Hines Global REIT, Inc. • Real estate investment trusts
FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • June 16th, 2009 • Hines Global REIT, Inc. • Real estate investment trusts • Texas

THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this day of , 2009 by and among Hines Real Estate Investments, Inc., a Delaware corporation (the “Dealer Manager”), Hines Global REIT, Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

HINES GLOBAL REIT, INC. UP TO $3,500,000,000 IN SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT September 28, 2010
Selected Dealer Agreement • December 1st, 2010 • Hines Global REIT, Inc. • Real estate investment trusts

Each of Hines Global REIT, Inc., a Maryland corporation (the “Company”), Hines Real Estate Investments, Inc., a Delaware Corporation (the “Dealer Manager”) and Hines Global REIT Advisors LP, a Texas limited partnership (the “Advisor”), hereby confirms its agreement with Securities America, Inc., a Delaware corporation (“Securities America”), as follows:

THE BRINDLEYPLACE ESTATE, BIRMINGHAM PROPERTY MANAGEMENT AGREEMENT
Management Agreement • September 1st, 2010 • Hines Global REIT, Inc. • Real estate investment trusts • England

THIS AGREEMENT is made the day of between (hereinafter called "the Company") and GVA Grimley Limited of 3 Brindleyplace, Birmingham, B1 2JB (hereinafter called "the Managing Agent") and it is hereby agreed as follows:

DATED 2010
Hines Global REIT, Inc. • September 1st, 2010 • Real estate investment trusts • London

HINES - MOORFIELD BRINDLEY 3 S.À.R.L. HINES - MOORFIELD BRINDLEY 4 S.À.R.L. HINES - MOORFIELD BRINDLEY 5 S.À.R.L. HINES - MOORFIELD BRINDLEY 6 S.À.R.L. HINES - MOORFIELD BRINDLEY 9 S.À.R.L HINES - MOORFIELD BRINDLEY 100 S.À.R.L. as the Company ARGENT ESTATES LIMITED as the Asset Manager ASSET MANAGEMENT AGREEMENT relating to Brindleyplace

Contract
Hines Global REIT, Inc. • September 1st, 2010 • Real estate investment trusts
DATED…………………………..2010 HINES-MOORFIELD BRINDLEY 3 S.à r.l. HINES-MOORFIELD BRINDLEY 4 S.à r.l. HINES-MOORFIELD BRINDLEY 5 S.à r.l. HINES-MOORFIELD BRINDLEY 6 S.à r.l. HINES-MOORFIELD BRINDLEY 9 S.à r.l. and HINES-MOORFIELD BRINDLEY 100 S.à r.l. as...
Hines Global REIT, Inc. • September 1st, 2010 • Real estate investment trusts

£121,062,500 FACILITY AGREEMENT relating to numbers three, four, five, six and nine Brindleyplace, Birmingham and Canalside car park, Brindleyplace, Birmingham

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PROPERTY MANAGEMENT AND LEASING AGREEMENT between HINES GLOBAL REIT [SPE PROPERTY OWNER NAME] and HINES INTERESTS LIMITED PARTNERSHIP
Management and Leasing Agreement • September 1st, 2010 • Hines Global REIT, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AND LEASING AGREEMENT ("Agreement") is entered into effective as of the ___ day of _________, 20__, by and between Hines Global REIT [SPE PROPERTY OWNER] _____________, a [Delaware] ____________________ (hereinafter called "Owner"), and Hines Interests Limited Partnership, a Delaware limited partnership (hereinafter called "Manager"),

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HINES GLOBAL REIT PROPERTIES LP A DELAWARE LIMITED PARTNERSHIP June 30, 2020
Limited Partnership Agreement • July 7th, 2020 • HGR Liquidating Trust • Real estate investment trusts • Delaware

This Second Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of the 30th day of June, 2020, between HGR Liquidating Trust, as the General Partner, Hines Global REIT Associates Limited Partnership, as a Limited Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT Date: As of September 8, 2010
Loan Assumption and Substitution Agreement • November 12th, 2010 • Hines Global REIT, Inc. • Real estate investment trusts

THIS LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT (this “Agreement”) is made and entered into as of September 8, 2010, by and among Hines Global REIT Hock Plaza I LLC, having an address of 2800 Post Oak Boulevard, Suite 4800, Houston, TX 77056 (“Assuming Borrower”), Hines Global REIT Properties LP having an address at 2800 Post Oak Boulevard, Suite 4800, Houston, TX 77056 (“Assuming Indemnitor”), Brickman Durham LLC, having an address at 712 Fifth Avenue, 6th Floor, New York, New York 10019 (“Original Borrower”), and Bruce S. Brickman, Kathleen Corton and Roderick O’Connor, each having an address at 712 Fifth Avenue, 6th Floor, New York, New York 10019 (individually and collectively, if more than one, “Original Indemnitor”) in favor of BANK OF AMERICA, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-GG6, whose mailing address is c/o Wells Fargo Bank, N.A., Commercial Real Estate Services, NC1

PURCHASE AND SALE AGREEMENT between KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of KanAm US-grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH...
Purchase and Sale Agreement • September 27th, 2010 • Hines Global REIT, Inc. • Real estate investment trusts • Minnesota

THIS PURCHASE AND SALE AGREEMENT is made as of the 24th day of September, 2010 (the “Effective Date”), by and between KANAM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of KanAm US-grundinvest Fonds, a German open-end real estate fund sponsored by KanAm Grund Kapitalanlagegesellschaft mbH (“Seller”) and HINES GLOBAL REIT 50 SOUTH SIXTH LLC, a Delaware limited liability company (“Purchaser”).

SEVENTH AMENDMENT TO ADVISORY AGREEMENT
Advisory Agreement • August 13th, 2015 • Hines Global REIT, Inc. • Real estate investment trusts

THIS SEVENTH AMENDMENT TO ADVISORY AGREEMENT (this “Amendment”), dated May 11, 2015 and effective as of April 1, 2015, is entered into by and among Hines Global REIT Advisors LP, a Texas limited partnership (the “Advisor”), Hines Global REIT Properties LP, a Delaware limited partnership (the “Company”), and Hines Global REIT, Inc., a Maryland corporation and general partner of the Company (the “General Partner”). The Advisor, the Company and the General Partner are each a “Party” and collectively, the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Advisory Agreement (as defined below).

DATED 20 BRINDLEYPLACE NOMINEE LIMITED and BRINDLEYPLACE CO-NOMINEE LIMITED (1)
Hines Global REIT, Inc. • July 21st, 2010 • Real estate investment trusts • England and Wales
LOAN AGREEMENT
Loan Agreement • March 31st, 2021 • HGR Liquidating Trust • Real estate investment trusts • Texas

THIS LOAN AGREEMENT (this “Agreement”) is dated September 21, 2020 (the “Effective Date”), is by and between HGR LIQUIDATING TRUST, a Maryland statutory trust, as the borrower (“Borrower”), and HINES INTERESTS LIMITED PARTNERSHIP, a Delaware limited partnership, as the lender and its successors and assigns (“Lender”).

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("this Mortgage") FROM HINES GLOBAL REIT 50 SOUTH SIXTH LLC, a limited liability company organized and existing under the laws of Delaware ("Mortgagor")
Hines Global REIT, Inc. • December 1st, 2010 • Real estate investment trusts • New York

Mortgagor is the owner of the premises described in Schedule A. Mortgagor will borrow the Mortgage Amount from Lenders pursuant to the Loan Agreement identified below. Mortgagor has executed and delivered its notes, each dated the date hereof, obligating Mortgagor to pay, in the aggregate, the Mortgage Amount. Said notes, as the same may hereafter be amended, modified, extended, severed, assigned, renewed, replaced or restated, and including any substitute or replacement notes executed pursuant to the Loan Agreement, are hereinafter referred to individually and collectively as the "Loan Note". In addition, Mortgagor has entered into or will enter into the Hedge Agreement (as hereinafter defined), providing for one or more interest rate hedging transactions. The Loan Note and the Hedge Agreement are hereinafter referred to individually and collectively as the "Note".

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 17th, 2010 • Hines Global REIT, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2010 by and between BRICKMAN DURHAM LLC, a Delaware limited liability company (“Seller”) and HINES GLOBAL REIT PROPERTIES LP, a Delaware limited partnership (“Purchaser”). Purchaser and Seller are sometimes hereinafter referred to individually as a “Party” or collectively as the “Parties”.

DATED 2011
Agreement • March 17th, 2011 • Hines Global REIT, Inc. • Real estate investment trusts

The Lenders have agreed to make available a term loan facility in one amount to the Borrower of up to £57,000,000 upon and subject to the terms and conditions of this Agreement.

DATED 20 BRINDLEYPLACE NOMINEE LIMITED and BRINDLEYPLACE CO-NOMINEE LIMITED (1)
Hines Global REIT, Inc. • September 1st, 2010 • Real estate investment trusts • England and Wales
Contract of Sale - 825 Ann Street, Fortitude Valley
Hines Global REIT, Inc. • March 28th, 2019 • Real estate investment trusts
AMENDED AND RESTATED ADVISORY AGREEMENT Among HINES GLOBAL REIT ADVISORS LP, HINES GLOBAL REIT PROPERTIES LP, and
Advisory Agreement • July 7th, 2020 • HGR Liquidating Trust • Real estate investment trusts • Texas
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