Amendment to the Credit Agreement entered into in connection with the conversion to the Trust on June 30, 2020

THIS AMENDMENT TO CREDIT AGREEMENT, AND ASSUMPTION, hereinafter referred to as this “Amendment”, dated as of June 30, 2020, is made and entered into by and among HINES GLOBAL REIT PROPERTIES LP, a Delaware limited partnership (“Borrower”), HGR LIQUIDATING TRUST, a Maryland statutory trust (the “Trust”), the guarantors (“Guarantors”) signatories hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan”), as administrative agent for, and on behalf of, the Lenders, as defined in the Credit Agreement defined below (in such capacity, “Agent”).

WHEREAS, Agent, Lenders and certain other persons have entered into an Amended and Restated Credit Agreement dated as of June 29, 2015 (as amended by amendments dated March 4, 2019 and March 3, 2020, the “Credit Agreement”);

WHEREAS, Hines Global REIT, Inc., a Maryland corporation (the “REIT”), together with certain other Persons, executed a guaranty dated as of June 29, 2015 (the “Guaranty”), and the REIT has transferred its assets to the Trust; and

WHEREAS, Borrower has requested that Agent and Lenders approve the transfer from the REIT to the Trust, and Agent and Lenders have approved such request as set forth in this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, Borrower, Trust, Guarantors, Agent and Lenders do hereby agree as follows:

(a)    Section 6.06(d) and Section 6.07(d) are hereby deleted.

and correct in all material respects on and as of the date hereof as though made on and as of such date, and (b) as of the date hereof, to the best knowledge of Borrower, the information included in the Beneficial Ownership Certification (as defined in Section 7(a) hereof) provided on or prior to the date hereof to any Lender in connection with this Amendment is true and correct in all material respects. The representations and warranties set forth in Article III of the Credit Agreement are qualified as follows: (i) for purposes of Section 3.04, the financial statements referred to are amended to be those dated March 31, 2020, and the date from which no material adverse changes have occurred is amended to be March 31, 2020, and (ii) attached hereto as Exhibit A is an updated list of all Subsidiaries of the REIT to replace the existing Schedule 3.13. Borrower hereby certifies that no event has occurred and is continuing which constitutes an Event of Default under the Credit Agreement or which upon the giving of notice or the lapse of time or both would constitute such an Event of Default.

Section 8.THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Borrower, Trust and Guarantors each hereby releases, discharges and acquits forever Agent, Lenders and their respective officers, directors, trustees, agents, employees and counsel (in each case, past, present and future) from any and all Claims existing as of the date of actual execution hereof by the